annual report-2015 · 2015-09-24 · 2014-2015 total hospitality limited-33rd annual report 3...

BOOK POST

2014-15

Mission and ObjectivesMISSION:i. To set-up 10 nos. most-modern, state-of-the-art Diabetes Centers in next 24 months time in northern

region.

ii. To set up a centralized modern automatic Pathology Laboratory.

iii. To set-up a most modern Diabetes Research & Clinical Care Hospital jointly with the world’s largest,oldest (established in 1898) and most reputed chain of diabetes centers based in Boston USA andaffiliated to Harvard Medical School. This hospital will be set-up in Delhi NCR region.

iv To offer comprehensive and holistic solution covering the entire spectrum in diabetes healthcare spaceby developing Electronic Medical Records (EMR) of Patients, Lab Information System and Hospital

Management System etc.

Objectives:i. To increase the efficiency of the operations resulting in improved quality of care.

ii. To assess diabetes control.

iii. To provide “Care at Your Door Step” facility for elderly & disabled patients.

iv. To educate & empower patients.

2014-2015

2 Total Hospitality Limited-33rd Annual Report

Contents Pages

� Company Information .................................................................................................. 3

� Chairperson’s Letter to Shareholders ......................................................................... 4

� Notice of AGM .............................................................................................................. 5

� Directors’ Report .......................................................................................................... 8

� Secretarial Audit Report .............................................................................................. 20

� Management Discussion and Analysis Report ........................................................... 21

� Report on Corporate Governance ............................................................................... 23

� Balance Sheet .............................................................................................................. 34

� Statement of Profit and Loss ....................................................................................... 35

� Notes to Accounts ........................................................................................................ 36

� Cash Flow Statement .................................................................................................. 41

� Auditors’ Report on Standalone Financial Statements ............................................... 43

� Proxy Form ................................................................................................................... 47

� Attendance Slip ............................................................................................................ 48

2014-2015

Total Hospitality Limited-33rd Annual Report 3

Company Information

CIN:L51102CT1982PLC006773

BOARD OF DIRECTORS:Ms. Divya Seengal Managing DirectorMr. Siddharth Seengal Non-Executive DirectorMr. Kanad Kashyap Independent DirectorMr. Anil Kumar Independent Director

AUDIT COMMITTEEMr. Kanad KashyapMr. Siddharth SinghalMr. Anil Kumar

STAKEHOLDERS RELATIONSHIP COMMITTEEMr. Kanad KashyapMr. Siddharth SeenghalMs. Divya SeengalMr. Anil Kumar

NOMINATION AND REMUNERATION COMMITTEEMr. Kanad KashyapMr. Siddharth SeenghalMr. Anil Kumar

REGISTERED OFFICESaanvi Restaurants,Narsinha Vihar, Katulbod,Bhilai-490020, Chhattisgarh

CORPORATE OFFICE1004, Millennium Plaza, Sector 27,Near Huda City Centre Metro Station,Gurgaon (Haryana)- 122002Phone No.: 0124-4111514Fax No. 0124-4111514

WEBSITEwww.totalhospitality.in

REGISTRAR AND TRANSFER AGENTSBeetal Financial & Computer Services Pvt. Ltd.,Beetal House, 3rd Floor, 99, Madangir,Behind Local Shopping Centre,New Delhi-110062Phone: +91-11-29961281, 82, 83Fax: +91-11-19961284

BANKERS:South Indian Bank Limited

STOCK EXCHANGES1. BSE Limited2. DSE Limited3. Madhya Pradesh Stock Exchange Limited

INTERNAL AUDITOR:CA Manish MehndrooM/s Mehndroo & Co., Charted Accountants

STATUTORY AUDITORSM/s Gaur Jain & Co., Chartered Accountants

SECRETARIAL AUDITOR:Mr. Sanjeev Sharma, Practicing CompanySecretary

2014-2015


Ladies and Gentlemen,

On behalf of Board of directors of Total Hospitality Limited and on my own behalf, it gives me great pleasure

to extend a warm and hearty welcome to you all to the 34th Annual General Meeting of your Company. I also

take this opportunity to thank you on my behalf and on behalf of the Board of Directors of your Company for

your interest and your presence here today.

Total Hospitality Ltd. has decided to set-up state-of-the-art 10 nos. Diabetes Centers in northern region of

India.

India is named as “Diabetes Capital of the World” with more than 65.1 million people with diabetes (likely to

increase 125 million by 2035) and 72 million people at pre-diabetes stage, are suffering from this disease.

42.5% of Delhi population suffers from this disease and rank first among the metro cities. Inspite on modern &

world class healthcare facilities, India has no dedicated speciality diabetes treatment centers.

Total Hospitality has plans to set-up 10 nos. most-modern, state-of-the-art Diabetes Centers in next 24 months

time in northern region. The Company will use, first time in India, a non-invasive 7-minute cardio-vascular risk

assessment test machines which includes early detection of Type-II diabetes, autonomous nervous system

disorders, sudomotor dysfunction, endothelial vascular dysfunction etc . A centralized modern automatic

Pathology Laboratory will also be set-up. The company is also working on the concept to provide “Care at

Your Door Step” facility for elderly & disabled patients.

The Company has plans to set-up a most modern Diabetes Research & Clinical Care Hospital jointly with the

world’s largest, oldest (established in 1898) and most reputed chain of diabetes centers based in Boston USA

and affiliated to Harvard Medical School. This hospital will be set-up in Delhi NCR region.

The Company also has plans to offer comprehensive and holistic solution covering the entire spectrum in

diabetes healthcare space by developing Electronic Medical Records (EMR) of Patients, Lab Information

System and Hospital Management System etc. to increase the efficiency of the operations resulting in improved

quality of care.

Sd/-With Best Wishes, Divya Seengal

Chairperson & Director

Chairpersons Letter to Shareholder’s

2014-2015


Notice is hereby given that the 33rd Annual General Meeting of the Members of Total Hospitality Limited will

be held on Wednesday, 30th September, 2015 at 11:00 a.m. at the Registered Office of the Company at

Saanvi Restaurants, Narsinha Vihar, Katulbod, Bhilai, Chhattisgarh-490020 to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2015 and the Statement of

Profit and Loss Account of the Company for the year ended on that date, the Reports of Directors and

Auditor’s thereon.

2. To appoint a Director in place of Ms. Divya Seengal having Director’s Identification Number 00507943

who retires by rotation and being eligible, offers herself for re- appointment.

3. Appointment of Auditors

To consider and if thought fit to pass with or without modification(s) the following resolution as Ordinary

Resolution:

“RESOLVED THAT pursuant to the provisions of section 139, 142 and Companies (Audit and Auditors)

Rules, 2014,( including any statutory modification(s) or re-enactment(s) thereof for the time being in

force) M/s Gaur Jain & Co (Firm Registration No. 022957N with the Institute of Chartered Accountants of

India), hereby appointed as Statutory Auditor of the Company from the Conclusion of this Annual general

meeting till the Conclusion of the 38th Annual General Meeting to be held in the year 2020 who have

offered themselves for re appointment and have confirmed their eligibility to be appointed as Auditors, in

terms of provisions of section 141 of the Act, and rule 4 of the rules, be and are hereby re-appointed as

Statutory Auditors of the company to hold office from the conclusion of this meeting until the conclusion

of the next Annual General Meeting of the Company on such remuneration as may be agreed upon by

the Audit committee/ Board of Directors in consultation with the Auditors.

By order of the Board of DirectorsFOR TOTAL HOSPITALITY LIMITED

Sd/-Place: Gurgaon Divya SeengalDate: 14.08.2015 Managing Director

00507943

Notice

2014-2015


NOTES: -

a) Profile of the Director Mentioned in Item No. 2

Ms. Divya Seengal – Director retire by rotation and, being eligible, offer for re-appointment at the AnnualGeneral Meeting. A brief resume of the said Directors are given below:

Name Divya Seengal

Directors Identification Number (DIN) 00507943

Age 32

Qualification Master degree in I.T and Management.

Expertise in Specific Area Execution, Management.

Date of first Appointment on the Board of the 15/11/2010Company

Shareholding in Total hospitality Limited 581850

List of Directorship held in other companies 1. Celluloid Dreams Private Limited.

2. Senfra Limited.

3. SKD Restaurants Private Limited.

4. Seengal Capital Advisors Private Limited.

5. Capitano Heathcare Private Limited.

6. Naksh Solar Poer Private Limited.

Membership/Chairmanships of Audit and stake Nilholders relationship committees

b) A member entitled to attend and vote at the Annual General Meeting (AGM) is entitled to appoint a proxyto attend and vote instead of himself/herself and the proxy need not be a member of the Company. Theinstrument appointing the proxy, in order to be effective, must be deposited at the Company’s RegisteredOffice, duly completed and signed, not less than FORTY-EIGHT HOURS before the meeting. Proxiessubmitted on behalf of limited companies, societies, etc., must be supported by appropriate resolutions/authority, as applicable. A person can act as proxy on behalf of Members not exceeding ûfty (50) andholding in the aggregate not more than 10% of the total share capital of the Company. In case a proxy isproposed to be appointed by a Member holding more than 10% of the total share capital of the Companycarrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.

c) In case of joint holders attending the meeting, the Member whose name appears as the first holder in theorder of names as per the Register of Members of the Company will be entitled to vote.

d) The Register of Members and Transfer Books of the Company will be closed from 28th September, 2015to 30th September, 2015, both days inclusive.

e) Members who hold shares in dematerialized form are requested to bring their Client ID and DP ID numbersfor easy identification of attendance at the meeting and number of shares held by them.

f) Members holding shares in dematerialized form are requested to intimate all changes pertaining to theirbank details, National Electronic Clearing Service (NECS), Electronic Clearing Service (ECS), mandates,nominations, power of attorney, change of address, change of name, e-mail address, contact numbersetc., to their Depository Participant (DP). Changes intimated to the DP will then be automatically reûectedin the Company’s records, which will help the Company and the Company’s Registrars and TransferAgents M/s Beetal Financial & Computer Services (P) Limited having its office Beetal House, 3rd Floor,

Notice

2014-2015


99, Madangir, Behind Local Shopping Centre, New Delhi- 110062, to provide efficient and better services.Members holding shares in physical form are requested to intimate such changes to Beetal Financial &Computer Services (P) Limited directly.

g) Members holding shares in physical form are requested to consider converting their holding todematerialized form to eliminate all risks associated with physical shares and for ease of portfoliomanagement. Members can contact the Company or Beetal Financial & Computer Services (P) Limitedfor assistance in this regard.

h) Members holding shares in physical form in identical order of names in more than one folio are requestedto send to the Company M/s Beetal Financial & Computer Services (P) Limited having its office BeetalHouse, 3rd Floor, 99, Madangir, Behind Local Shopping Centre, New Delhi- 110062, the details of suchfolios together with the share certificates for consolidating their holding in one folio. A consolidated sharecertificate will be returned to such Members after making requisite changes thereon.

i) Shareholders desiring any information as regards the Accounts are required to write to the Company atleast seven days in advance of the meeting so that the information, to the extent practicable, can bemade available at the meeting.

j) The Notice of the AGM along with the Annual Report 2014-15 and instructions for e-voting , Attendanceslip and Proxy form is being sent by electronic mode to those Members whose e-mail addresses areregistered with the Company/Depositories, unless any Member has requested for a physical copy of thesame. For Members who have not registered their e-mail addresses, physical copies are being sent bythe permitted mode. Members may note that the Notice of the AGM and the Annual Report 2014-15 willbe available on the Company’s website www.totalhospitality.com

k) Clause 35 B of the Listing Agreement and Section 108 of the Companies Act, 2013 read with Rule 20 ofCompanies (Management and Administration) Rules, 2014, provides for the mandatory electronic votingfacility to all the members of the Company to exercise their right to vote at the general meeting throughelectronic means. The Company in compliance of the provisions is providing the electronic voting facilityto all the members at the cutoff date for transacting the businesses at the Annual General Meeting byelectronic means by following the e-voting process. The Complete details of the instructions for e-votingare annexed to this notice as Annexure ‘A’ to the Notice.

l) The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent AccountNumber (PAN) by every participant in securities market. Members holding shares in electronic form are,therefore, requested to submit the PAN to their Depository Participants with whom they are maintainingtheir demat accounts. Members holding shares in physical form can submit their PAN details to theCompany.

m) The investors may contact the Company Secretary for redressal of their grievances/queries. For thispurpose, they may either write to her at the Registered office address or e-mail their grievances/queriesto the Company Secretary at the following e-mail address: [email protected]

By order of the Board of DirectorsFOR TOTAL HOSPITALITY LIMITED

Sd/-Divya Seengal

Place : Gurgaon Managing DirectorDate : 14.08.2015 00507943

Notice

2014-2015


Directors’ Report

Dear Shareholders,

Your Directors have pleasure in presenting their 33rd Annual Report together with the Audited Accounts of theCompany for the Year ended March 31, 2015.

HIGHLIGHTS

There were no production activities during the year, the Company has not made any manufacturing profitduring the year.

The Company has entered into the Hospitality sector in the earlier years. The Company has incurred Lossesof Rs. 3.13 Lacs from Rs. 3.30 of the Company during the year. Your directors are hopeful of achieving betterresults in the current financial year.

1. FINANCIAL RESULTS

Particulars Year Ended on Year Ended on31.03.2015 (in Lakhs) 31.03.2014 (in Lakhs)

Total Income Nil Nil

Total Expenditure 3.131 3.309

Profit /(Loss) before exceptional items (3.131) (3.309)and tax

Deferred Tax Assets /current tax/ Nil Nilincome tax provision

Profit/(Loss)from continuing operation. (3.131) (3.309)

Profit after tax (3.131) (3.309)

2. DIVIDEND

The Company has not recommended any dividend in the financial year 2014-15.

3. STATE OF COMPANY’S AFFAIRS

The Net Loss of the Company for the year under review was placed at Rs. 3,131,513/ - as againstRs. 3,309,541/- in the previous year.

4. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as“Annexure A”.

5. NUMBER OF MEETINGS OF THE BOARD

During the year 9 (Nine) Board Meetings and 4(Four) Audit Committee Meetings were convened andheld. The intervening gap between the Meetings was within the period prescribed under the CompaniesAct, 2013.

6. DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followedalong with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company at the end of the financial year and of the profit and loss of thecompany for that period;

2014-2015


(c) the directors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of the companyand for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that suchinternal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.

7. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149 (6)OF COMPANIES ACT, 2013

Director Ms. Divya Seengal retire by rotation and, being eligible, offer herself for re appointment. TheDirectors recommend Ms. Divya Seengal for re-appointment.

All independent directors have given declarations that they meet the criteria of independence as laiddown under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of itsown performance, the directors individually as well as the evaluation of the working of its Audit, Appointment& Remuneration Committees.

8. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION, IF COMPANY ISCOVERED UNDER SECTION 178(1)

Functions and Terms of Reference of the Nomination and Remuneration Committee of the Company areas per the Companies Act 2013 and the listing agreement. Further, Company’s Remuneration policy ismarket led and takes into account the competitive circumstance of the business so as to attract andretain quality talent and leverage performance significantly.

9. SHARE CAPITAL

Increased in Authorized Capital

During the FY 2014-15, the Company has an Authorized Capital of Rs. 7, 00, 00,000/- divided into7000000 no. of equity shares of Rs.10/- each but has accordingly increased the authorized Capital toRs. 8, 20, 00,000/- divided into 82,00,000 nos. of equity shares of Rs.10/- each by members’ approval inthe Extra Ordinary General Meeting held on 08.04.2014

Issue and Allotment of equity shares during the year 2014-15#Issue and allotment of equity shares on preferential basis: The Company had issued and allotted 1400000no. of equity shares having face value of Rs. 10/- each at a premium Rs. 12.33/- per share to M/s AbjitMercantile Pvt. Ltd. (Non Promoter). In terms of Section 81(1A) of the Companies Act, 1956 and provisionof SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2009.

Consequently, the paid up equity share capital of the Company has increased to 8,063,400 of equityshares on 11.04.2014 to The above said 8,063,400 no. of equity shares were duly admitted for tradingin the stock exchanges, where the equity shares of the Company are listed.#Issue and Allotment of Equity on preferential basis was on 11.04.2014.

10. LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on Bombay Stock Exchange, Delhi Stock Exchange andMadhya Pradesh Stock Exchange. The annual listing fees for the year 2014-15 have been paid to theseStock Exchanges.

Directors’ Report

2014-2015


11. AUDITOR’S REPORT/ SECRETARIAL AUDIT REPORT:

The Auditors’ Report read together with relevant notes thereon are self explanatory and hence, do notcall for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarialaudit report. Certain observations made in the report with regard to Non adoption of the whistle BlowerPolicy by the Company. The Company is not having any employees and so the same could not beadopted in time. However, the company has now adopted the policy.

AUDITORS:

The Auditors M/s Gaur Jain & Co (Firm Registration No. 022957N) Chartered Accountants, retire at theconclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. Sanjeev SharmaCompany Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Auditreport is annexed herewith as “Annexure B”

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THECOMPANIES ACT, 2013

The company has not given any loans or guarantees and has not made any investments covered underthe provisions of section 186 of the Companies Act, 2013.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION188 OF THE COMPANIES ACT, 2013

All related party transactions that were entered into during the financial year were on arm’s length basisand were in the ordinary course of the business. There are no materially significant related partytransactions made by the company with Promoters, Key Managerial Personnel or other designated personswhich may have potential conflict with interest of the company at large.

14. DEPOSITS

During the year under review, Your Company has not accepted any deposits in terms of section 73 of theCompanies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, and also no amountwas outstanding on account of principal or interest thereon, as on the date of the Balance Sheet.

15. MATERIAL CHANGES AND COMMITMENTS, IF ANY

There are no material changes and commitments noticed by the Board between the end of the financialyear of the company, i.e., 31.03.2015 and the date of the report.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGSAND OUT-GO

In the absence of any manufacturing activities during the year under review, no steps were required tobe taken for conservation of energy, technology absorption and research & development and as suchthe information relating thereto may be taken as nil. There were no foreign exchange earnings and outgoduring the year under review.

17. BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013, the company regularly maintains a propercheck in normal course of its business regarding Risk Management.

At present the company has not identified any element of risk which may threaten the existence of thecompany.

18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As per Section 135 of Companies Act, 2013, the company does not fulfill the criteria of net worth orturnover for Corporate Social Responsibility, hence the same is not applicable to the company.

Directors’ Report

2014-2015


19. SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policy aims for conductingthe affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty,integrity and ethical behavior. All permanent employees of the Company are covered under the WhistleBlower Policy. A mechanism has been established for employees to report concerns about unethicalbehavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides foradequate safeguards against the victimization of employees who avail of the mechanism and allowsdirect access to the Chairperson of the audit committee in exceptional cases.

21. CORPORATE GOVERNANCE REPORT

As per Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 in continuation to circularNo. CIR/CFD/POLICY CELL/2/2014 dated April 17, 2014; the SEBI has exempted the applicability ofclause 49 of the Listing Agreement to the Companies having paid up equity share capital not exceedingRs.10 Crores and Net Worth not exceeding Rs.25 Crores, as on the last day of the previous financialyear.

Hence, Clause 49 is not applicable to the Company since the Paid up capital of Company as on the lastday of the previous financial year is Rs. 6.66 Crores and the net worth does not exceed Rs.25 Crores.

However, the company has still followed provisions of Clause 49 as a matter of better CorporateGovernance Practice, which have been highlighted in the Boards’ Report also.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of itsoperations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual.To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of theAudit Committee of the Board .

The management monitors and evaluates the efficacy and adequacy of internal control system in theCompany, its compliance with operating systems, accounting procedures and policies. Based on thereport of internal audit function, process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations along with correctiveactions thereon are presented to the Audit Committee of the Board.

23. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Boardand all employees in the course of day to day business operations of the company. The Companybelieves in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviours of any formand the Board has laid down the directives to counter such acts.

The Code lays down the standard procedure of business conduct which is expected to be followed by theDirectors and the designated employees in their business dealings and in

particular on matters relating to integrity in the work place, in business practices and in dealing withstakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with theCode.

24. PARTICULARS OF EMPLOYEES

As per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,the company had no employee who:-

(i) if employed throughout the financial year, was in receipt of remuneration for that year which, in theaggregate, was not less than sixty lakh rupees; (ii) if employed for a part of the financial year, was

Directors’ Report

2014-2015


in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not lessthan five lakh rupees per month; (iii) if employed throughout the financial year or part thereof, wasin receipt of remuneration in that year which, in the aggregate, or as the case may be, at a ratewhich, in the aggregate, is in excess of that drawn by the managing director or whole-time directoror manager and holds by himself or along with his spouse and dependent children, not less thantwo percent of the equity shares of the company.

25. MANAGEMENT’S DISCUSSION & ANALYSIS REPORT

The Management‘s Discussion & Analysis on the performance, industry trends and other materialchanges with respect to the Company and its subsidiaries, wherever applicable are attached herewith as“Annexure- C”

26. INVESTOR RELATIONS

Your Company always endeavors to keep the timely response to shareholder’s request/grievances at aminimum. Priority is accorded to address all the issues raised by the shareholders and provide themsatisfactory reply at the earliest possible time. The Stakeholder Relationship Committee (earlierShareholder’s and Investor Grievances committee) of Board meets periodically and review the status ofredresses of investor’s grievances.

27. COMPANY’S WEBSITE- REJUVENATED

Company’s official website has been revived in such a way to be a center of information; it is now moreof a depiction of your Company on the web. It demonstrates all the relevant information relating to yourCompany, its story of growth, achievements till date, information of the core business of your Companyand also an Investor relation corner, for existing and prospective investors/shareholders etc.

The new website of the Company is trendier and user friendly, it is prepared keeping in mind the laymanship of general users and the relevant information to be obtained by them. It is also ensured that thewebsite is updated with its various progresses, achievements and in terms of investor’s information, tookplace in the Company.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

( PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti harassment policy in line with the requirements of the SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal ComplaintCommittee are set up at shop floor level to redress complaints received regularly and are monitored bywomen line supervisors who directly report to the Chairman & Managing Director. All employees(permanent, contractual, temporary , trainees) are covered under the policy. There was no compliantreceived from any employee during the financial year 2014-15.

29. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation and assistance receivedfrom the stakeholders and business associates who have extended their valuable sustained support andencouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation forthe commitment displayed by staff at all levels of the Company. We look forward for your continuedsupport in the future.

By order of the board of Directors For Total Hospitality Limited

Sd/- Sd/-Divya Seengal Kanad Kashyap

Place : Gurgaon Managing Director DirectorDate : 14.08.2015 00507943 00508054

Director’s Report

2014-2015


Annexure-A

Form No. MGT-9EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31/03/2015Of

Total Hospitality Limited [Pursuant to Section 92(3) of the Companies Act, 2013

And Rule 12(1) of the Company (Mgt. and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

1. CIN: L51102CT1982PLC006773

2. Registration Date [DDMMYY] 24/06/1982

3. Name of the Company TOATL HOSPITALITY LIMITED

4. Category / sub-category of the Company NIL

5. Address of the registered office & contact details Aanvi Restaurant, Narsinha Vihar,Katulbod, Bhilai, Chhatisgarh, 490020

6. Whether listed company Yes

7. Name, Address & contact details of the Beetal Financial and ComputerRegistrar & Transfer Agents, if any. Services Private Limited, Beetalthe Registrar & Transfer Agents House, 3rd Floor, 99 Madangir,

Behind Local Shopping Centre,Delhi - 110062

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sl. No. Name and Description of NIC Code of the Product/ % to total turnover ofmain products / services service the company

—NIL—-

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

S. N0. NAME AND HOLDING/ % of ApplicableADDRESS OF THE CIN SUBSIDIARY/ shares Section

COMPANY ASSOCIATE held

——NIL——

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

i) Category-wise Share Holding

Category of No. of Shares held at No. of Shares held atthe end %Shareholders the beginning of the year of the year during

Changethe

year

Demat Physical Total % of Demat Physical Total % ofTotal Total

Shares Shares

(A) Shareholding of Promoter and Promoter Group

(1) Indian

Individual/HUF 995650 Nil 995650 14.95 995850 500 996350 12.36 (2.59)

Central Govt. Nil Nil Nil Nil Nil Nil Nil Nil Nil

State Govt. (s) Nil Nil Nil Nil Nil Nil Nil Nil Nil

Bodies Corp. 590000 - 590000 8.85 590000 - 590000 7.32 (1.53)

Banks / FI Nil Nil Nil Nil Nil Nil Nil Nil Nil

Any Other…. Nil Nil Nil Nil Nil 30120 30120 0.37 0.37

Sub-total A(1) 15,85,650 Nil 15,85,650 23.8 15,85,850 30,620 16,16,470 20.05 (3.75)

(2) Foreign

NRIs - Individuals Nil Nil Nil Nil Nil Nil Nil Nil Nil

Other – Individuals Nil Nil Nil Nil Nil Nil Nil Nil Nil

Bodies Corp. Nil Nil Nil Nil Nil Nil Nil Nil Nil

Banks / FI Nil Nil Nil Nil Nil Nil Nil Nil Nil

Any Other…. Nil Nil Nil Nil Nil Nil Nil Nil Nil

Sub-total A(2) Nil Nil Nil Nil Nil Nil Nil Nil Nil

Totalshareholding(A) [A(1)+A(2)] 15,85,650 Nil 15,85,650 23.8 15,85,850 30,620 16,16,470 20.05 (3.75)

(B) Public Shareholding

(1) Institutions

Mutual Funds/UTI Nil 1,19,500 1,19,500 1.79 Nil 1,19,500 1,19,500 1.48 (0.31)

Financial Institut-ions/BanksNil Nil Nil Nil Nil Nil Nil Nil Nil

Central Govt./State Govt. Nil Nil Nil Nil Nil Nil Nil Nil Nil

Venture Capitalfund Nil Nil Nil Nil Nil Nil Nil Nil Nil

2014-2015


InsuranceCompanies Nil Nil Nil Nil Nil Nil Nil Nil Nil

FIIs Nil Nil Nil Nil Nil Nil Nil Nil Nil

Foreign VentureCapital Investors Nil Nil Nil Nil Nil Nil Nil Nil Nil

Qualified ForeignInvestor Nil Nil Nil Nil Nil Nil Nil Nil Nil

Others (specify)-Foreign FinancialInstitution Nil Nil Nil Nil Nil Nil Nil Nil Nil

Sub-total B(1) Nil 1,19,500 1,19,500 1.79 Nil 1,19,500 1,19,500 1.48 (0.31)

(2) Non- Institutions

Bodies Corp. 22,59,320 51,400 23,10,720 34.68 36,56,120 51400 37,07,520 45.98 11.3

Individuals-Holdup to 1 lakh(Nom Value) 1,92,300 23,71,510 25,63,810 38.48 2,14,600 23,52,610 25,67,210 31.84 (6.64)

Individuals-Holdabove 1 lakh(Nom Value) 36,100 43,720 79,820 1.20 36,100 13,600 49,700 0.62 (0.58)

Others (specify)-a.) Clearing Membersb) HUF 3,000900 NilNil 3,000900 0.050.01 2,0001,000 Nil Nil 2,0001000 0.020.01 (0.03)Nil

Sub-total B(2) 24,91,620 24,66,630 49,58,250 74.41 39,09,820 24,17,610 63,27,430 78.47 4.05

Total sharehol-ding (B)[B(1)+B(2)] 24,91,620 25,86,130 50,77,750 76.20 39,09,820 25,37,110 64,46,930 79.95 3.75

(C ). Shares held by Custodians and against which Depository Receipts have been issued

Shares held byCustodians Nil Nil Nil Nil Nil Nil Nil Nil Nil

Total sharehol-ding (C) Nil Nil Nil Nil Nil Nil Nil Nil Nil

GRAND TOTAL(A+B+C) 40,77,470 25,86,130 66,63,400 100 54,95,670 25,67,730 80,63,400 100 Nil

Category of No. of Shares held at No. of Shares held atthe end %Shareholders the beginning of the year of the year during

Changethe

year

Demat Physical Total % of Demat Physical Total % ofTotal Total

Shares Shares

2014-2015


(ii) Shareholding of Promoters:

Sl.No. Name of the Shareholding Additions, Shareholding % of totalShareholder at the if any at the end of shareholding

beginning of the yearthe year

1. Divya Seengal 581850 – 581850 7.22

2. Seengal capital AdvisorsPrivate Limited 590000 – 590000 7.32

3. Sidhharth Seengal 413800 413800 5.13

4. Deepak Grover – 200 200 0.00

5. Rashmee Seengal – 500 500 0.01

6. Suresh Kumar – 20 20 0

7. Suresh Kumar – 30100 30100 0.37

GRAND TOTAL 1585650 1616470 20.05

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

Sr No. Shareholding at Cumulativethebeginning of the year Shareholdingduring the year

No. of shares % of total No. of shares % of totalshares of shares of

the Company the Company

At the beginning ofthe year 1585650 23.80 1585650 23.80

At the End of the year 1616470 20.05 1616470 20.05

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

Sr.No. Name of the Shareholding Additions, Shareholding % of totalShareholder at the if any at the shareholding

beginning of end of thethe year year

1. Abjit MercantilePrivate Limited 5,90,000 14,00,000 19,90,000 24.6794

2. Pariscope FinancialAdvisors PrivateLimited 15,92,400 2,500 15,89,900 19.7175

3. INDIAN BANK 1,19,500 _ 1,19,500 1.482

4. GNG Stock Holdings 40,900 _ 40,900 0.5072

5. Arcadia ShippingLimited 13,800 _ 13,800 0.1711

6. Dharampal Arora 13,600 _ 13,600 0.1687

2014-2015


7. Maniben DungarshiSatra 13,000 13,000 0.1612

8. Pawan Kumar Khaitan 12,500 12,500 0.155

9. Sukaran InvestmentsLimited 12,000 12,000 0.1488

10. RAJNI JAIN 10,600 10,600 0.1315

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. No. Name of the Shareholding at Additions, if any Shareholding atShareholding the beginning of the end of the year

the year

1 Divya Seengal 5,81,850 – 5,81,850

2. Siddharth Seengal 4,13,800 – 4,13,800

V. INDEBTEDNESS (Rs. In Lakhs)

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans Unsecured Deposits * Totalexcluding Loans Indebtednessdeposits

Indebtedness at the beginningof the financial year

i) Principal Amount Nil Nil Nil Nil

ii) Interest due but not paid Nil Nil Nil Nil

iii) Interest accrued but not due Nil Nil Nil Nil

Total (i+ii+iii) Nil Nil Nil Nil

Change in Indebtedness Nil Nil Nil Nilduring the financial year

Addition Nil Nil Nil Nil

Reduction

Net Change Indebtedness Nil Nil Nil Nil

At the end of the financial year Nil Nil Nil Nil

i) Principal Amount Nil Nil Nil Nil

ii) Interest due but not paid Nil Nil Nil Nil

iii) Interest accrued but not due Nil Nil Nil Nil

Total (i+ii+iii) Nil Nil Nil Nil

Sr.No. Name of the Shareholding Additions, Shareholding % of totalShareholder at the if any at the shareholding

beginning of end of thethe year year

2014-2015


VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Rs. In Lakhs)

Sl. No. Name Designation Amount

NIL

B. Remuneration to other directors: (Amount in Rs.)

Sl. No. Name Designation Amount

NIL

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/ WTD(In Rs.)

Sl. No. Name Designation Amount PM

1 Geeta Gandhi Accounts Head 70,000

2 Sharad Panwar CS 25,000

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Brief Details of Authority AppealCompanies Act Description Penalty / [RD/NCLT/ made,

Punishment/ COURT]/ if anyCompounding (giveDetails)Fees imposed

A. COMPANYPenaltyPunishmentCompounding Nil Nil Nil Nil Nil

B. DIRECTORSPenaltyPunishmentCompounding Nil Nil Nil Nil Nil

C. OTHEROFFICERSINDEFAULTPenaltyPunishmentCompounding Nil Nil Nil Nil Nil

2014-2015


Annexure B to Boards ReportSECRETARIAL AUDIT REPORT

For The Financial Year Ended On 31st March, 2015(Pursuant to section 204(1) of the Companies Act, 2013 and Rule

No. 9 of the Companies (Appointment and RemunerationPersonnel) Rules, 2014)

To,The Members,Total Hospitality Limited,Chattisgarh

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherenceto good corporate practices by M/s. Total Hospitality Limited, Chattisgarh. (hereinafter called thecompany).Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating thecorporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the Total Hospitality Limited of books, papers, minute books, forms and returnsfiled and other records maintained by the company and also the information provided by the company, itsofficers, agents and authorized representatives during the conduct of secretarial audit, We hereby reportthat in our opinion ,the company has, during the audit period covering the financial year ended on31-03-2015,complied with the statutory provisions listed hereunder and also that the company has properBoard-processes and compliance-mechanism in place to the extent,in the manner and subject to the reportingmade hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained byTotal Hospitality Limited, Chattisgarh for the financial year ended on 31-03-2015 according to the provisionsof:

(i) The Companies Act,2013(the act)and the rules made thereunder;

(ii) The Securities Contracts (Regulation)Act,1956 (SCRA) 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 extentof Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of IndiaAct,1992(SEBI Act):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations 2011;

b. The Securities and Exchange Board of India (Probihition of Insider Trading)Regulations 1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme)Guidelines 1999;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations2008;

f. The Securities and Exchange Board of India (Registrar to an Issue and Share TransferAgents)Regulations 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009;and

h. The Securities and Exchange Board of India (Buy Back of Securities)Regulations 1998;

2014-2015


We have also examined compliance with the applicable clauses of the following:

1. Secretarial Standards issued by the Institute of Company Secretaries of India.

2. The Listing Agreements entered into by the company with Bombay Stock Exchanges, if applicable.

During the period under review the company has complied with the provisions of the Act, Rules, Regulations,Guidelines, Standards ,etc. mentioned above subject to the following observations:

Note: Please report specific non compliances/observations/audit qualification, reservation or adverse remarksin respect the above para wise.

We further report that

The Board of Directors of the company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes onagenda were sent at least seven days in advance, and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningful participation at themeeting.

Majority decision is carried through while the dissenting members views are captured and recorded as part ofthe minutes.

We further report that there are adequate systems and processes in the company commensurate with the sizeand operations of the company to monitor and ensure compliance with applicable laws, rules, regulations andguidelines.

Note: Please report specific observations/audit qualification, reservation or adverse remarks in respect of theBoard Structures/system and processes relating to the Audit Period.

We further report that during the audit period of the company has(give details of specific events/actions havinga major bearing on the company affairs in pursuance of the above referred laws, rules, regulations, guidelines,standards, etc. referred to above).

CS, Sanjeev SharmaPlace:Delhi Practicing Company SecretaryDate :03.08.2015 COP No.: 4047

2014-2015


“Annexure- C “

MANAGEMENT DISCUSSION & ANALYSIS REPORTOverview

Diabetes continues to be a major healthcare problem, fueling markets for insulin, hypoglycemics and diagnosticproducts. Uncertainty regarding changes in the U.S. health care system, coupled with continued severe costconstraints on global health care systems in general, has sustained this trend. Although demographics andthe growing prevalence of age-related diseases and burgeoning obesity would appear to support resumedmarket growth, manufacturers are understandably concerned about the timing and magnitude of market recoveryas competition intensifies for increasingly scarce health care funds.

However, despite the general down climate of the economy and healthcare, there has been great progress inthe advancement of diabetes knowledge, treatment and prevention in recent years. This progress continuesof a daily basis, with scientific advances being announced at an exponential rate. New therapeutic productsare being introduced regularly and the pipeline is now full of new diabetes therapeutics in development. Neverbefore, in the history of medicine, has the outlook for diabetes treatment and prevention looked so promising.

Detailed analysis of the global diabetes market

World Diabetes Market Analysis 2010-2025 examines that sector through a comprehensive review of informationsources. We harness both primary and secondary research. This report provides unique sales forecasts,market share analyses, discussions of R&D pipeline developments and analyses of commercial drivers andrestraints, including a SWOT analysis. There are over 75 tables and figures included, as well as three fullinterviews with relevant authorities. The result is a comprehensive market- and industry-centered study, withdetailed analyses and informed opinion to benefit your work.

Diabetes Management

Diabetes is a chronic disease, for which there is no known cure except in very specific situations. Managementconcentrates on keeping blood sugar levels as close to normal, without causing low blood sugar. This canusually be accomplished with a healthy diet, exercise, weight loss, and use of appropriate medications (insulinin the case of type 1 diabetes; oral medications, as well as possibly insulin, in type 2 diabetes).

Learning about the disease and actively participating in the treatment is important, since complications are farless common and less severe in people who have well-managed blood sugar levels . Attention is also paid toother health problems that may accelerate the negative effects of diabetes. These include smoking, elevatedcholesterol levels, obesity, high blood pressure, and lack of regular exercise.

Healthcare Industry

In India, the lack of proper healthcare infrastructure, rampant ignorance and absence of clear cut guidelinesmean that approach to the management of diabetes is ad hoc. The lack of awareness among patients andGeneral Practitioners (GPs) is a key factor in the poor care. There are practically no nurse educators ordiabetic counselors, no podiatrists (foot experts) and very few dieticians which means that the treating doctorhas no support and has to take the entire burden of caring for these patients. The patients’ inability/unwillingnessto pay for this additional support also hinders the treatment.

Even after the diagnosis, monitoring of diabetes is very poor. Most of the patients initially visit a doctor andthen discontinue their therapy once their symptoms and controlled. A majority of the patients abandon modernallopathic treatment in favour of indigenous treatments. Further, more patients with poor control avoid insulinfor fear of injection and belief of addiction of insulin. Hence they keep changing doctors and hop from onesystem of treatment to another leading to further complications and early death. Lack of resources, medicalreimbursement and poor state funding for diabetes is a barrier to quality care often because the patient isunable to afford the high cost of treatment.

There is ample evidence to suggest that preventive measures to reduce the burden of diabetes are needed.The US Diabetes Prevention Programme and the Finnish Diabetes Prevention Programme and the ChineseStudy have conclusively proved that lifestyle modification including weight loss, increased physical activity

2014-2015


and dietary changes can prevent or delay the onset of diabetes. The need of the hour is direct public educationand mass media campaigns, awareness about diabetes and its complications. There is a need to spread themessage that diabetes is preventable and we need to have a behavioral change to adopt a healthy lifestyle.

Mission and Objective

India is named as “Diabetes Capital of the World” with more than 65.1 million people with diabetes (likely toincrease 125 million by 2035) and 72 million people at pre-diabetes stage, are suffering from this disease.42.5% of Delhi population suffers from this disease and rank first among the metro cities. Inspite on modern &world class healthcare facilities, India has no dedicated speciality diabetes treatment centers.

Total Hospitality has plans to set-up 10 nos. most-modern, state-of-the-art diabetes centers in next 24 monthstime in northern region. The company will use, first time in India, a non-invasive 7-minute cardio-vascular riskassessment test machines which includes early detection of Type-II diabetes, autonomous nervous systemdisorders, sudomotor dysfunction, endothelial vascular dysfunction etc. A centralized modern automaticPathology Laboratory will also be set-up with in this space. The company is also working on the concept toprovide “Care at Your Door Step” facility for elderly & disabled patients

The company has plans to set-up a most modern Diabetes Research & Clinical Care Hospital jointly with theworld’s largest, oldest (established in 1898) and most reputed chain of diabetes centers based in Boston USAand affiliated to Harvard Medical School. This hospital will be set-up in Delhi NCR region.

The company also has plans to offer comprehensive and holistic solution covering the entire spectrum indiabetes healthcare space by developing Electronic Medical Records (EMR) of Patients, Lab InformationSystem and Hospital Management System etc. to increase the efficiency of the operations resulting in improvedquality of care.

Challenges

Escalating cost of treatment remains the organisation’s major challenge. “With rising costs it becomes difficultto take on more and more patients for lifelong treatment as the Company need for developing workablestrategies for ensuring timely and appropriate management with extensive linkage and support for enhancingthe availability of trained manpower, investigational facilities and drugs.

Primary care practices are the main source of health care for most diabetic patients, but providers in theseclinics face significant challenges in meeting the medical and psychosocial needs of this population. Longintervals between patient visits and limited time with patients can result in clinical inertia .The medical,educational, and psychosocial needs of diabetic patients are often complex and cannot always be adequatelyaddressed in infrequent short visits with a single provider.

Cautionary Statement

Statement in this “Management Discussion and Analysis “ describing the company’s objectives, projections,estimates, expectation or predictions may be “forward looking statements” within the meaning of applicablesecurities laws and regulations. Actual results could differ materially from those expressed or implied. Importantfactors could make a difference to the company’s operations include global and Indian demand – supplyconditions, changes in government regulations, tax regimes, economic developments within India and thecountries within which the company conducts business and other factors . The company assumes noresponsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequentdevelopment, information or events or otherwise.

2014-2015


As a listed company and a good corporate entity, the company is committed to sound corporate practicesbased on conscience, openness, fairness, professionalism and accountability paving the way in buildingconfidence among all its stakeholders for achieving sustainable long term growth and profitability. In accordancewith Clause 49 of the Listing Agreement with Stock Exchanges, the report containing the details of corporategovernance systems and processes at Total Hospitality Limited (“THL”) is given below along with Auditors’Certificate regarding compliance of conditions of Corporate Governance.

I. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance refers to a set of laws, regulations and good practices that enable an organizationto perform efficiently and ethically for long term wealth and create value for all its stakeholders.

The Company’s philosophy on Corporate Governance is aimed at strengthening the confidence of theshareholders in the Company and building a long term relationship of trust with them by maintainingtransparency and periodical disclosures. The Company believes in maintaining high standards of qualityand ethical conduct in its operations.

Corporate Governance at Total Hospitality Limited is an ongoing process and the Company continuouslystrives to improve upon its practices in line with the changing demands of the business environment.These governance structures and systems are the foundation that provides adequate empowermentacross the organization helping leverage opportunities for rapid sustainable growth of the Company.Through the Governance mechanism, the Company’s essential character revolves around values basedon transparency, integrity, professionalism and accountability to all its stakeholders and independencein its decision making.

In line with the above philosophy, your Company continuously strives for excellence through adoption ofbest governance and disclosure practices.

II. BOARD OF DIRECTORS

The Board of Directors along with its Committees provide leadership and guidance to the Company’smanagement as also direct, supervise and control the performance of the Company.

The Board has an optimum combination of Executive and Non-Executive Directors. Currently, the Boardof the Company consists of four (4) Directors comprising of one (1) Managing Director and three (3) Non-Executive Directors. The Non-Executive Directors comprises of two (2) Independent Directors and one(1) Non-Independent Director. The composition of the Board is in conformity with Clause 49 of the ListingAgreements entered into with the Stock Exchanges. All the Independent Directors have confirmed thatthey meet the ‘independence’ criteria as mentioned under the existing Clause 49 of the Listing Agreementand Section 149 of the Act.

None of the Directors on the Company’s Board is a Member of more than ten Committees and Chairmanof more than five Committees across all the Indian public limited companies in which he/she is a Director.All the Directors have made necessary disclosures regarding Committee positions held by them in othercompanies and do not hold the office of Director in more than twenty companies, including ten publiccompanies.

The required information as enumerated in Annexure IA to Clause 49 of the Listing Agreement is madeavailable to the Board of Directors for discussions and consideration at Board Meetings. The Boardreviews the declaration made by the Management regarding compliance with all applicable laws on aquarterly basis as also steps taken to remediate instances of non-compliance.

During the year under review, Nine Board Meetings were held on 11th April, 2014, 30th May, 2014, 7th

June, 2014, 13th August , 2014, 21st August, 2014, 10th November, 2014, 14th November, 2014, 9th

February , 2015, 14Th February, 2015. The maximum time-gap between any two consecutive meetingsdid not exceed four months. The composition of the Board, attendance at Board Meetings held during the

Report on Corporate Governance

2014-2015


Financial Year under review and at the last Annual General Meeting, number of directorships,memberships/chairmanships of the Board and Committees of public companies and their shareholdingas on March 31, 2015 in the Company are as follows:

Ms. Divya Ms. Siddharth Mr. Kanad Mr. Anil KumarSeengal Seengal Kashyap

DIN 00507943 02182275 00508054 02179776

Category Executive Non – Executive Non – Executive Non – ExecutiveDirector Director Independent Independent

Director Director

No. of Board Meetings 9 9 9 9attended in the year

Attendance in the Yes Yes Yes YesLast AGM

Directorships(1) 6 2 4 2

Committees(2) Chairman Nil Nil Nil Nil

Member Nil Nil Nil Nil

Shares held 5,81,850 4,13,800 Nil NIL

(1) excludes Directorships in private companies, foreign companies and associations

(2) includes only Audit Committee, Nomination and Remuneration Committee ( earlier RemunerationCommittee) and Stakeholder Relationship Committees (previously Share Transfer and Investors’Grievance Committee)

The Agenda is circulated by the Company secretary well in advance to the Board members along withcomprehensive background information on the items in the Agenda to enable the Board to deliberate onrelevant points and arrive at an informed decision. All relevant information relating to working of theCompany, including the information required as per the Listing Agreement is made available to theBoard.

Information on other significant matters in addition to the matters which are required to be placed beforethe Board for its noting and/or approval is also required.

The proceedings of the Meetings of the Board and its Committees are recorded in the form of Minutesand the draft minutes are circulated to the Board for perusal.

The important decisions taken by the Board/Committees’ Meeting are communicated to the Concerneddepartments/divisions promptly.

III. COMMITTEES OF THE BOARD

The Board has constituted various committees’ as given below:

A. Audit Committee

B. Remuneration Committee (Reconstituted as Nomination and Remuneration committeew.e.f.13.08.2014)

C. Investor’s Grievances and Securities Transfer Committee (Reconstituted as Stakeholder RelationshipCommittee w.e.f.13.08.2014)

All decisions pertaining to the constitution of Board Committees, appointment(s) of members and fixationof terms of service for members of Committees are taken by the Board of Directors.

2014-2015


A. AUDIT COMMITTEE: To oversee the Company’s financial reporting process and disclosure of its financialinformation including Internal Control System, reviewing the Accounting Policies and Practices, report ofthe Company’s Internal Auditor and quarterly/Half Yearly/ Yearly Financial Statements as also to reviewfinancial management & policies. The terms of reference of Audit Committee are in accordance withSection 177 of the Companies Act, 2013 and the guidelines set out in Clause 49 of the Listing Agreement.The Committee relies on the expertise and knowledge of the management, the internal auditors and theindependent Statutory Auditor in carrying out its oversight responsibilities. It also uses external expertise,if required. The management is responsible for the preparation, presentation and integrity of the Company’sfinancial statements including consolidated statements, accounting and financial reporting principles.

The terms of reference of the Audit Committee are broadly as under:

i. Review of the quarterly/annual financial results with the management and the statutory auditors.

ii. Review with the management, statutory auditors and the internal auditors about the nature andscope of audit and of the adequacy of internal control systems.

iii. Consideration of the reports of the internal auditors and the discussion about their findings with themanagement and suggesting corrective actions, wherever necessary.

iv. Reviewing the company’s risk and its mitigation plan.

v. Review of the financial reporting process and disclosure of financial information.

vi. Recommending the appointment of Statutory and Internal Auditors, fixation of audit fee and approvalfor payment for any other services.

vii. Reviewing major accounting policies and practices and adoption of applicable Accounting Standards.

viii. Reviewing the findings of any internal investigations by the Internal Auditors and reporting thematters to the Board.

ix. Reviewing the compliance with Listing Agreement and various other legal requirements concerningfinancial statements and related party transactions.

x. Disclosure of Contingent liabilities.

xi. Review the independence of Auditors.

xii. Ensure that adequate safeguards have been taken for legal compliance for the Company.

Composition, names of Members and Chairperson, its meetings and attendance:

Composition: The Audit Committee comprises of executive and non executive Directors viz. Mr. Kanad Kashyap(Chairman), Mr. Siddharth Seengal (Member) and Mr. Anil Kumar (Member).The Company Secretary of theCompany acts as the Secretary of the Committee. A representative of Statutory Auditors is invited as required.All the members of the committee possess financial and accounting knowledge. The minutes of meetings ofAudit Committee are placed before the Board

During the period under review, four Audit Committee meetings were held on 15th April, 2014, 26th July, 2014,25th October, 2014, 15th January, 2015.The composition of the Audit Committee and attendance at its meetingsis as follows:

Committee Member Category No. of Meetings held No. of Meetings attended

Mr. Kanad Kashyap Independent Director 4 4

Mr. Siddharth Seengal Non-Executive Director 4 4

Mr. Anil Kumar Independent Director 4 4

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B. REMUNERATION COMMITTEE*: Remuneration Committee is constituted to review the market practicesand decide appointment and remuneration packages to Executive and Non- executive Directors. TheRemuneration Committee comprises of Non- Executive Directors viz. Mr. Kanad Kashyap, Mr. SiddharthSeengal and Mr. Anil Kumar as Members of the Committee.

*Remuneration Committee was reconstituted to Nomination and Remuneration Committee w.e.f. 13th

August, 2014 with terms of reference as per the provisions of the Companies Act, 2013.

Terms of reference of Remuneration Committee:

Terms of reference of the Governance Committee include:

1. To consider all payments to Directors and Senior Executives one level below the Board.

2. Making recommendations regarding the composition of the Board.

3. To identify the Independent Directors and to refresh the composition of Board from time to time.

Remuneration Committee Meetings and attendance during the year:

During the year, one meeting of Remuneration Committee was held on 13th August, 2014.

The Board of Directors of the Company has constituted “Remuneration Committee” of the Board. TheRemuneration Committee comprises the following 3 Independent Director:

The composition of the Governance Committee and number of meetings attended by the Membersduring the year are given below:

Name of the Director Category Meeting held in the Year Attendance

Mr. Kanad Kashyap Independent Director 1 1

Mr. Siddharth Seengal Non- Executive Director 1 1

Mr. Anil Kumar Independent Director 1 1

Remuneration policy

The Remuneration policy of your Company is a comprehensive policy which is competitive, in consonancewith the industry practices and rewards good performance of the employees of the Company. The policyensures equality, fairness and consistency in rewarding the employees on the basis of performanceagainst set objectives. The Company has a System which aims at focusing and aligning the performanceof the individual employees to the organizational objectives. The system involves a comprehensive processwhich includes different stages like goal setting exercise, performance review ratings and rewards. Itensures that all employees know what is expected of them in their job and are able to measure theirperformance. Learning & Development Department takes care of honing the skill of the employees. TheCompany endeavors to attract, retain, develop and motivate a high performance workforce. The Companyfollows a compensation mix of fixed and variable pay. Individual performance pay is determined bybusiness performance and the performance of the individuals measured through the annual appraisalprocess.

Remuneration to Managing Director

(a) The remuneration of the Managing Director & CEO is recommended by the Remuneration Committeeto the Board of Directors based on criteria such as industry Benchmarks, the Company’s performancevis-à-vis the industry, performance track record of the Managing Director & CEO.

(b) Ms. Divya Seengal is the Managing Director of the Company. No salary was paid to her during theFinancial Year- 2014-2015.

2014-2015


Remuneration to Non-Executive Director

Payment of sitting fee and Commission to the Non-Executive Directors for the year ended 31 March,2015 are as under:

Name of the Director Sitting Fees Commission

Mr. Kanad Kashyap Nil Nil

Mr.Siddharth Seengal Nil Nil

Mr. Anil Kumar Nil Nil

Directors’ Shareholding:

Details of the Shares of the Company held by the Directors as on 31st March, 2015:

Name of the Director Category No. of Shares held

Ms. Divya Seengal Executive Director 5,81,850

Mr. Kanad Kashyap Non- Executive Independent Director Nil

Mr. Siddharth Seengal Non- Executive Director 4,13,800

Mr. Anil Kumar Non- Executive Independent Director Nil

C. INVESTOR’S GRIEVANCES AND SECURITIES TRANSFER COMMITTEE*: The Company has a“Shareholders’ Grievance/Allotment and Transfer Committee” at the Board level to look into variousissues relating to shareholders/investors including transfer and transmission of shares as well as nonreceipt of Annual report, shares after transfers and delay in transfer of shares. In addition, the Committeelooks into other issues including status of Dematerialization/ Rematerialisation of Shares and Debenturesas well systems and procedures following to track investor complaints and suggest measures forimprovement from time to time.

*Investor’s grievances and securities transfer committee was reconstituted to Stakeholder RelationshipCommittee w.e.f.13th August, 2014 with terms of reference as per the provisions of the Companies Act,2013.

Composition, names of Members and Chairman, its meetings and attendance:

The investor’s grievances and securities transfer committee comprises of Mr. Kanad Kashyap, Mr.Siddharth Seengal and Mr. Anil Kumar, all of whom are Non-Executive Directors. Ms. Divya Seengal isalso a member of investor’s grievances and securities transfer committee who is an executive director.The Committee is headed by a Non- Executive Independent Director, Mr.Kanad Kashyap.

During the financial year 2014-2015 , meetings of the Committee were held on 11th April, 2014, 7th June,2014, 10th November, 2014 , 14th February, 2014.

The attendance of present members of the Committee is given below:

Committee Member Category No. of Number ofMeetings held Meetings attended

Mr. Kanad Kashyap Non- Executive Independent Director 4 4

Mr. Siddharth Seengal Non- Executive Director 4 4

Ms. Divya Seengal Executive Director 4 4

Mr. Anil Kumar Non- Executive Independent Director 4 4

2014-2015


Details of Queries/grievances/requests received and redressed by the investor’s grievances and securitiestransfer committee during the financial year 2014-15 are as follows:

Nature of Received during Resolved during Pending asComplaints/request the financial the financial on 31.03.2015

year 2014-15 year 2014-15

Transfer/Transmission 6 5 1

Non-receipt of Share Nil Nil NilCertificates

Others Nil Nil Nil

IV GENERAL BODY MEETINGS:

(A) Location and time of Annual General Meetings held in the last 3 years:

SpecialYear Date Time Venue Resolution

passed

2013-2014 29.09.2014 11:30 A.M Saanvi Restaurant, Narsinha Vihar 3Katulbod, Bhilai, Chhattisgarh-490020

2012-2013 25.09.2013 12.00 Noon Saanvi Restaurant, Narsinha Vihar,Katulbod, Bhilai, Chhattisgarh-490020 Nil

2011-2012 21.09.2012 12.00 Noon Saanvi Restaurant, Narsinha Vihar,Katulbod, Bhilai, Chhattisgarh-490020 1

(B) Extra-ordinary General Meeting

During the financial year 2014-15, Extra Ordinary General Meeting of Members was held on 8th

April, 2014 to increase the Authorised Share Capital of the Company from 7,00,00,000 divided into70,00,000 equity Shares of Rs.10/- each to 8,20,00,000 divided into 82,00,000 Equity Shares ofRs.10 each, by creation of 12,00,000 Equity Shares of Rs. 10 each.

(C) Postal Ballot

No resolution was passed through Postal Ballot in the Financial Year 2014-15.

V DISCLOSURES

A. Code of Conduct: The Code has been laid down by the Board, which has been circulated to all theconcerned and the same is also hosted on the website of the Company www.totalhospitality.in. Asrequired under clause 49 of the Listing Agreement, all board members and senior managementhave affirmed compliance with this code. A declaration signed by the Managing Director to thiseffect is forming part of this report.

B. Risk Assessment: Procedures for assessment of risk and its minimization have been laid down bythe Company and reviewed by the Board. These procedures are periodically reassessed to ensurethat executive management controls risks through means of properly defined framework.

C. CEO/CFO Certification: The Executive Chairman and Managing Director and Chief Financial Officerhave given a certificate to the Board as contemplated in Clause 49 of the Listing Agreement.

D. Related Party Transactions: During the year, there was no related party transaction i.e. transactionsof the Company of material nature entered with its Promoters, the Directors or the management orrelatives etc. that may have potential conflict with the interest of Company at large. The details ofthe related party transactions are disclosed under the notes on accounts, as required under theAccounting Standards 18 issued by the Institute of Chartered Accountants of India.

2014-2015


E. Accounting treatment in preparation of Financial Statements: The Company has followed theAccounting Standards prescribed by the Company (Accounting Standards Rules 2006) in preparationof its financial statements.

F. Details of Non- Compliance: The Company has complied with all the requirements of SEBI and theStock Exchanges on the matters relating to the capital markets as applicable from time to time.There has been no instance of non-compliance by the company or penalty or strictures imposed onthe company by the stock exchanges or SEBI or any statutory authority on any matter related tocapital market.

G. Management Discussion and Analysis: The Annual report has a detailed section on ManagementDiscussion and Analysis.

H. Code for prevention of Insider Trading in equity Shares/securities of Total Hospitality Limited: Interms of Securites and Exchange Board of India (Prohibition of Insider Trading0 Regulations, 1992,the Company has formulated a comprehensive Code for prevention of Insider Trading in equityShares/securities of Total Hospitality Limited to preserve confidentiality and to prevent misuse ofunpublished price sensitive information.

I. Reconciliation of Share Capital Audit: As stipulated by SEBI, a qualified practicing Company Secretarycarries out share capital audit to reconcile the total admitted capital with Central Depository Services(India) Limited (CDSL) and the total issued and listed capital. The audit is carried out every quarterand report thereon is submitted to the Sock Exchange.

VI SUBSIDIARY COMPANIES

The Company had a wholly owned subsidiary Company, SKD Restaurants Private Limited which is nomore longer the wholly owned subsidiary company due to sale of equity shares (comprising 1611700equity share of 10/- each) at par held in SKD Restaurants private limited, Consequently SKD Restaurantsprivate limited ceases to be subsidiary of the company with effect from 13.02.2014.

VII. MEANS OF COMMUNICATION

The Company’s website i.e”www.totalhospitality.in”is a comprehensive reference on Company’smanagement, vision, mission, policies, corporate governance, investor relations, updates and news.The section on Investors serves to inform the shareholders, by giving complete financial details,Shareholding Patterns, Dividend Policy, information relating to Stock Exchanges, Registrars & ShareTransfer Agents.

The Company regularly interacts with the shareholders through the multiple channels of communicationsuch as publication of results, Annual Report, Press Releases, and the Company’s website. The Companyalso informs the Stock Exchanges in a prompt manner, all price sensitive information and all such othermatters which in its opinion, are material and relevant for the shareholders.

VIII. GENERAL SHAREHOLDERS INFORMATION

Annual General Meeting:

(i) Date, time and Venue : Wednesday,30th September, 2015 at 11:00A.M., Regd. Off.- SaanviRestaurants, Narsinha Vihar,Katulbod, Bhilai, Chhattisgarh-490020

(ii) Financial Year : 1 April, 2014 to 31 March, 2015

(iii) Date of Book Closure : Friday, 28th September, 2015 to Monday, 30th September 2015 (bothdays inclusive)

(iv) Dividend : No Dividend is recommended by the Board since the Company has incurredlosses

2014-2015


(v) Tentative Calendar for financial year ending 31 March, 2015:

Quarterly Financial Results Date of Board Meeting

Quarterly Financial Results Date of Board MeetingFirst Quarterly Results On 13th August, 2014Second Quarterly Results On or before 14th November, 2014Third Quarterly Results On or before 14th February, 2015Fourth Quarterly Results 03.08.2015 (Due to non-appointment of Auditors)

(vii) Corporate Identification Number:

All the forms, returns, balance sheets, charges and all other documents, paper, etc. filed by the Companywith the Registrar of companies are available for inspection on the official website of of MCA:www.mca.gov.in, under the Corporate Identification Number – L51102CT1982PLC006773

(viii) Listing

The Stock Exchanges on which the Company’s shares are listed:

• BSE Limited

• Delhi Stock Exchange Limited

• Madhya Pradesh Stock Exchange Limited

Annual Listing fees for the Financial Year 2014-15 have been paid to Bombay Stock exchange Limited,Delhi Stock Exchange Limited and Madhya Pradesh Stock Exchange Limited

(ix) Stock CodeBSE Limited: 523878, TOTEXDelhi Stock Exchange Limited: 6263The ISIN of the Company for its shares: INE109E01013

(x) Market price informationThe reported high and low closing prices and trading volume during the year ended 31stMarch, 2015 onthe Bombay Stock Exchange are given below:

Month (2014-15) Company’s Share Volume ( No. of Shares)

High (Rs.) Low (Rs.)

May 20.40 19.45 1800June 22.95 21.40 400September 24.05 22.85 5400October 22.80 21.75 400November 21.70 21.70 1000March 20.65 19.65 600

(xi) Registrars and Share Transfer Agents:

The Members are requested to correspond to the Company’s Registrars & Share Transfer Agents –Beetal Financial & Computer Services Private Limited quoting their Folio Number, Client ID and DP ID atthe following address

Beetal Financial & Computer Services Private LimitedBeetal House, 3rd Floor, 99, Madangir,Behind Local Shopping CentreNew Delhi- 110062Phone No: 011-29961281, 82Fax: 011-29961284Email – [email protected]

2014-2015


Share Transfer System: The Company processes the Share Transfer and other related Shareholdersservices through Registrar and Share Transfer Agent (RTA) on a fortnight basis. The share transfer inphysical form is registered within 15 days from the date of receipt, provided the documents are completein all respects. The Company has a Stakeholder Relationship Committee, which considered and approvethe share transfers and to resolve any query or problem in relation thereto.

(xii) Shareholding as on 31st March, 2015:

(a) Distribution of shareholding as on 31st March, 2015

Shareholding of No. of % to Total No. of % of TotalNominal value in Rs. Shareholders shares held

Upto 5000 7,405 89.39 14,66,830 18.1912

5001 TO 10000 563 6.80 4,85,300 6.0186

10001 TO 20000 207 2.50 3,11,300 3.8607

20001 TO 30000 45 0.54 1,17,300 1.4547

30001 TO 40000 16 0.19 55,400 0.6871

40001 TO 50000 19 0.23 89,320 1.1077

50001 TO 100000 15 0.18 1,06,400 1.3195

100001 AND ABOVE 14 0.17 54,31,550 67.3605

Total 8,284 100 80,63,400 100

b) Shareholding pattern as on 31st March, 2015

Category of Shareholder Total No. of Shares Total shareholding as apercentage of total

no. of Shares

A) Promoter Holding

Individuals 9,96,350 12.36

Bodies Corporate 5,90,000 7.32

Any Other 30120 0.37

B) Public Shareholding

Mutual Funds/ UTI 1,19,500 1.48

Bodies Corporate 37,07,520 45.98

Individual shareholders holding nominal share capital upto Rs. 1 Lac 25,67,210 31.84

Individual shareholders holding nominalshare capital in excess of Rs. 1 Lac 49,700 0.62

Hindu Undivided Families 1,000 0.01

Clearing Members 2,000 0.02

Total shareholding of Public 64,46,930 79.95

Total (A) + (B) 80,63,400 100.00

2014-2015


DECLARATION BY THE MANAGING DIRECTOR REGARDINGCOMPLIANCE WITH THE COMPANY’S CODE OF CONDUCT

This is to confirm that the company has adopted a code of conduct for its Board members and seniormanagement of the company.

I hereby confirm that the Board Members and Senior Management team of the company have affirmed thecompliance of the Code of conduct as applicable to them in respect of the financial year ended March 31,2015.

Sd/-Place : Gurgaon Divya SeengalDate : 03.08.2015 Managing Director

(C) Capital of the CompanyThe authorized capital of your Company is Rs.7,00,00,000 as on 31st March, 2014 which increasesto Rs.8,20,00,000 in the Financial Year 2014 and paid-up capital of your company Rs.6,66,34,000as on 31st March, 2014 which increased to Rs. 8,06,34,000 in the Financial Year 2014.

(xiv) Dematerialisation of shares and liquidityThe Company’s shares are compulsorily traded in the dematerialized form and are available for tradingon Central Depository Services (India) Limited (CDSL). Equity Shares of the Company representing68.15 % of the Company’s Equity Share Capital are dematerialized as on 31st March, 2015.

(xiii) Outstandings GDRs/ADRs/Warrants or any convertible instruments, conversion date and likelyimpact on equityThe Company has not issued any GDRs/ADRs/Warrants or any convertible instruments.

(xv) Plant locationsThe Company is not a manufacturing unit and thus not having any Plant.

(xvi) Address for correspondenceCorporate OfficeTotal Hospitality LimitedUnit No. 1004, Tower B,Millennium Plaza, Sector-27,Near Huda City Centre Metro Station , Gurgaon-122002Telephone: 0124-6541514 | Website: www.totalhospitality.inE-mail: [email protected] and Share Transfer AgentBeetal Financial & Computer Services Private LimitedBeetal House, 3rd Floor, 99, Madangir,Behind Local Shopping Centre, New Delhi- 110062

For and on behalf of Board of DirectorsSd/-

Divya SeengalManaging Director

DIN:00507943

2014-2015


CERTIFICATE FOR NON-APPLICABILITY FOR THECORPORATE GOVERNANCE REPORT

We have examined the records of M/S TOTAL HOSPITALITY LIMITED, having its Registered Office at SaanviRestaurants, Narsinha Vihar, katulbod, Bhilai, Chhattisgarh-490020, produced before us for the purpose ofissuing the certificate under Clause 49 of the Listing Agreement with the relevant Stock Exchanges andbased on such examination as well as information and explanation furnished to us, which to the best of myknowledge and belief were necessary for the purpose of my certification, We hereby certified that Paid upequity capital is below Rs.10 Crores and Net worth is below Rs.25 Crores as on the last day of theprevious financial year, i.e., 31.03.2015. Therefore, as per SEBI Circular CIR/CFD/POLICY CELL/7/2014dated 15th September 2014 Clause 49 is not mandatory for the Company, for the time being.

For Nitika & AssociatesCompany Secretaries

Place : Gurgaon Sd/-Date : 03.08.2015 Nitika Jain

Membership No: 31447

CERTIFICATION BY DIRECTOR OF THE COMPANYWe hereby certify that:

a. We have reviewed financial statements and the cash flow statement for the year ended 31st March, 2015and that to the best of their knowledge and belief :

i. these statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading;

ii. These statements together present a true and fair view of the company’s affairs and are in compliancewith existing accounting standards, applicable laws and regulations.

b. To the best of their knowledge and belief, no transactions entered into by the company during the year,which are fraudulent, illegal or violating of the company’s code of conduct.

c. We accept responsibility for establishing and maintaining internal controls for financial reporting and thatthey have evaluated the effectiveness of internal control systems of the company pertaining to financialreporting and they have disclosed to the auditors and the Audit Committee, deficiencies in the design oroperation of such internal controls, if any, of which they are aware and the steps they have taken orpropose to take to rectify these deficiencies.

d. We have indicated to the auditors and the Audit committee

i. significant changes in internal control over financial reporting during the year;

ii. significant changes in accounting policies during the year and that the same have been disclosed inthe notes to the financial statements; and

iii. Instances of significant fraud of which they have become aware and the involvement therein, if any,of the management or an employee having a significant role in the Company’s internal controlsystem over financial reporting.

Total Hospitality Limited

Sd/-Place : Gurgaon Divya SeengalDate : 03.08.2015 Managing Director

2014-2015


(in Rs.)

Particulars Note As at As at31st March, 2015 31st March, 2014

EQUITY AND LIABILITIES

Shareholders’ funds

(a) Share capital 1 80634000 66,634,000

(b) Reserves and surplus 2 (45,666,383) (59,796,870)

Current liabilities

(a) Short-term borrowings 3 5,944,010 5,944,010

(b) Other current liabilities 4 10,297,857 10,512,232

(c) Short-term provisions – _––––––––––––––– –––––––––––––––

TOTAL 51,209,484 23,293,463===================== =====================

ASSETS

Non-current assets

(a) Non-current investments – –

(b) Long-term loans and advances 5 160,136 160,136

Current assets

(a) Cash and cash equivalents 6 5,090,245 1,045,298

(b) Short-term loans and advances 7 25,125,000 495,000

(c) Other current assets 8 20,834,104 21,593,029––––––––––––––– –––––––––––––––

TOTAL 51,209,484 23,293,463===================== =====================

The notes to accounts referred to above forman integral part of the Financial Statements. 1 - 12

As per our report of even date attached

For GAUR JAIN & CO. For and on behalf of the BoardChartered Accountants

Sd/- Sd/- Sd/-Ankit Jain-FCA Divya Seengal Kanad Kashyap

Partner DIN: 00507943 DIN: 00508054Membership No. 509416 (Director) (Director)

Balance Sheet as at March 31, 2015

2014-2015


(in Rs.)

Particulars Note For the year ended For the year ended31st March, 2015 31st March, 2014

Revenue from operations – –Other income – –

––––––––––––––– –––––––––––––––Total Revenue – –

––––––––––––––– –––––––––––––––Expenses: Employee benefits expense 9 1,339,240 1,729,222Other expenses 10 1,792,273 1,580,319

––––––––––––––– –––––––––––––––Total Expenses 3,131,513 3,309,541

––––––––––––––– –––––––––––––––Profit before exceptional andextraordinary items and tax (3,131,513) (3,309,541)Exceptional items – –

––––––––––––––– –––––––––––––––

Profit before extraordinary items and tax (3,131,513) (3,309,541)Extraordinary Items – –

––––––––––––––– –––––––––––––––Profit before tax (3,131,513) (3,309,541)Tax expense: (1) Current tax – –(2) Deferred tax – –

––––––––––––––– –––––––––––––––Profit (Loss) for the period from (3,131,513) (3,309,541)continuing operations Profit/(loss) from discontinuing operations – –Tax expense of discontinuing operations – –

––––––––––––––– –––––––––––––––Profit/(loss) from Discontinuing operations (after tax) – –

––––––––––––––– –––––––––––––––Profit (Loss) for the period (3,131,513) (3,309,541)

––––––––––––––– –––––––––––––––Earnings per equity share: (1) Basic (0.39) (0.50)(2) Diluted (0.39) (0.50)Significant Accounting Policies 1 to 12Notes on Financial Statements

The notes to accounts referred to above forman integral part of the Financial Statements. 1 - 12

As per our report of even date attached

For GAUR JAIN & CO. For and on behalf of the BoardChartered Accountants

Sd/- Sd/- Sd/-Ankit Jain-FCA Divya Seengal Kanad Kashyap

Partner DIN: 00507943 DIN: 00508054Membership No. 509416 (Director) (Director)

Statement of Profit & Loss for the year ended on March 31, 2015

2014-2015


Notes forming part of the Financial Statement

SIGNIFICANT ACCOUNTING POLICIES1. Accounting Convention:

(a) The accounts are prepared on a going concern basis under the historical cost convention inaccordance with the provisions of The Companies Act, 2013 and materially comply with mandatoryaccounting standards issued by The Institute of Chartered Accountants of India.

(b) In our opinion, the value on realization of Current Assets and Loans & advances in the ordinarycourse of business will not be less than the amount at which they are stated in the Balance Sheet.

2. Revenue Recognition:(a) The income is accounted for on accrual basis unless referred otherwise.

3. Fixed Asset, Depreciation / Amortisation:(a) There are no Fixed Assets in the Company, hence no depreciation provided during the year.

4. Investments(a) Investments are stated at cost or realizable value, whichever is less.

5. Inventory Valuation(a) There is no inventory as the company is not in operation.

NOTES ON FINANCIAL STATEMENTS FOR THEYEAR ENDED 31st MARCH, 2015

The previous year figures have been regrouped/reclassified, wherever necessary to conform to thecurrent year presentation.

1. SHARE CAPITAL

Particulars As at 31 March 2015 As at 31 March 2014

Number Amount Number Amount

AUTHORISEDEquity Shares of ‘Rs. 10/- each 8,200,000 82,000,000 7,000,000 70,000,000

====================================================================================ISSUEDEquity Shares of ‘Rs. 10/- each 8,063,400 80,634,000 6,663,400 66,634,000

SUBSCRIBED & PAID UPEquity Shares of ‘Rs. 10/- each 8,063,400 80,634,000 6,663,400 66,634,000

Total 8,063,400 80,634,000 6,663,400 66,634,000

(i) The reconciliation of the number of shares outstanding is set out below :

Particulars As at 31 March 2015 As at 31 March 2014

Number Rs. Number Rs.

Equity Shares outstanding at the beginning of 6,663,400 66,634,000 6,663,400 66,634,000the year

Equity Shares Issued during the year 1,400,000 14,000,000 – –

Equity Shares bought back during the year – – – –

Equity Shares outstanding at the end of 8,063,400 80,634,000 6,663,400 66,634,000.00the year

*During the Fincial Year new shares have been issued by the Company and susbscribed by Abjit MarchantilePvt. Ltd. (at premium amount in Rs. 1,40,00,000/- in cash.

2014-2015


ii. Shareholders holding more than 5% shares :

Name of Shareholder As at 31 March 2015 As at 31 March 2014No. of % of No. of % of

Shares held Holding Shares held Holding

Divya Seengal 5,81,850 7.22 5,81,850 8.732

Siddharth Seengal 4,13,800 5.13 4,13,800 6.21

Seengal Capital Advisors Private Limited 5,90,000 7.32 5,90,000 8.85

Abjit Merchantile Private Limited 19,90,000 24.68 5,90,000 8.85

Pariscope Financial AdvisorsPrivate Limiited 15,89,900 19.72 15,94,520 23.91

Particulars As at As at31 March 2015 31 March 2014

Rs. Rs.

2. RESERVES & SURPLUSSurplusOpening balance 63,606,370 60,296,829(+) Net Profit/(Net Loss) For the current year 3,131,513 3,309,541(+) Transfer from Reserves – –(-) Proposed Dividends – –(-) Interim Dividends – –(-) Transfer to Reserves – –Closing Balance 66,737,883 63,606,370Share premium 21,071,500 3,809,500

–––––––––––––––– ––––––––––––––––Total 45,666,383 59,796,870

====================== ======================3. SHORT TERM BORROWINGS

Unsecured

Others:

Abjit Mercantile Pvt. Ltd. 1,655,000 1,655,000

Seengal Capital Advisors Pvt Ltd. 3,324,010 3,324,010

Laser Infomedia ltd. 965,000 965,000–––––––––––––––– ––––––––––––––––

Total 5,944,010 5,944,010====================== ======================

4 OTHER CURRENT LIABILITIES(i) Statutory Liability

TDS Payable 7,497 1,910(ii) Other Payables* 219,399 481,602(iii) Advance from Customers 10,000,000 10,000,000

(iv) Other Liabilities 62,761 2,811 (v) Provisions 8,200 –

–––––––––––––––– ––––––––––––––––Total 10,297,857 10,512,323

====================== =====================*Other Payable includes expenses payable


2014-2015


5. LONG TERM LOANS AND ADVANCESa. Security Deposits

Secured, considered goodSecurity Deposit (Rent) 159,636 159,636Security Deposit (Telephone) 500 500

–––––––––––––––– –––––––––––––––– Total 160,136 160,136

====================== ======================

6 CASH AND CASH EQUIVALENTSa. Balances with banks South Indian Bank 17,299 28,781

b. Cash on hand 5,072,946 1,016,517–––––––––––––––– ––––––––––––––––

Total 5,090,245 1,045,298====================== ======================

7 SHORT–TERM LOANS AND ADVANCESKanse Health Care Limited 95,000 495,000

Advance For Projects 25,000,000 –

Advance to Kamal 30,000–––––––––––––––– ––––––––––––––––

Total 25,125,000 4,95,000====================== ======================

8 OTHER CURRENT ASSETTDS 7,739 7,739

SKD Restaurants Private Limited 4,708,331 5,468,291Naksh Media Pvt. Ltd. 16,117,000 16,117,000

Prepaid Expenses 1,034 ––––––––––––––––– ––––––––––––––––

Total 20,834,103 21,593,029====================== ======================

9 EMPLOYEE COST(i) Salary & Wages

Salary & Wages 1,331,795 1,717,640Director Remuneration – 945,000

–––––––––––––––– ––––––––––––––––Sub Total 1,331,795 1,717,640

====================== ====================== (ii) Staff Welfare 7,445 11,582

–––––––––––––––– ––––––––––––––––Sub Total 7,445 11,582

====================== ======================–––––––––––––––– ––––––––––––––––

Total 1,339,240 1,729,222====================== ======================


Rs. Rs.


2014-2015


10 OTHER EXPENSEPower and Fuel 41,275 37,050

Rent 638,544 551,000

Rates & Taxes 362,646 274,194Payment to the auditor as (i) auditor 30,000 30,000 (ii) for taxation matters – – (iii) for other services – –

Other Expenses 719,808 688,075–––––––––––––––– ––––––––––––––––

Total 1,792,273 1,580,319====================== ======================

11. (i) Related Party Disclosure

As per Accounting Standard 18, the disclosures of transactions with the related parties are given below:

Name of Related Parties Relationship

SKD Restaurants Private Limited Enterprises owned or significantly influenced bykey management personnel or their relatives

Seengal Capital Advisors Pvt. Ltd. Enterprises owned or significantly influenced bykey management personnel or their relatives

Laser Infomedia ltd. Enterprises owned or significantly influenced bykey management personnel or their relatives

Kanse Healthcare Limited Enterprises owned or significantly influenced bykey management personnel or their relatives

(ii) Transaction during the year with related party

Nature of Transaction Related party Amount (Rs.) Amount (Rs.)31st March, 2015 31st March, 2014

Advance Received SKD Restaurants Pvt. Ltd. 1,002,094.00 1,116,489

Amount given SKD Restaurants Pvt. Ltd. 242,134.00 163,109

Amount given Kanse Healthcare Limited 400,000.00 –

(iii) Balances as at 31st March 2015

Due from Related Parties: (Amount in Rs.)

Particulars As at As at31st March, 2015 31st March, 2014

SKD Restaurants Pvt. Ltd. 4,708,331 5,468,291Kanse Healthcare Limited 95,000 495,000

––––––––––––––– –––––––––––––––Total 4,803,331 5,963,291

===================== =====================



Rs. Rs.

2014-2015


Due to Related Parties:

Particulars As at As at31st March, 2015 31st March, 2014

Seengal Capital Advisors Pvt Ltd. 3,324,010 3,324,010Laser Infomedia Ltd. 965,000 965,000

––––––––––––––– –––––––––––––––Total 4,289,010 4,289,010

===================== =====================

12. The Balances of parties are subject to conformation.

13. On 13th Feb, 2014, Investments in SKD Restaurants Pvt. Ltd. sold to Naksh Media Pvt. Ltd. for Rs.16117000 and as a result of it there is no profit or loss on transfer of Investment and SKD RestaurantsPvt. Ltd. ceased to be subsidiary of Total Hospitality limited.

For Gaur Jain & Co. For and on behalf of the boardChartered Accountants

Sd/- Sd/- Sd/-Ankit Jain-FCA Divya Seengal Kanad Kashyap Partner DIN : 00507943 DIN : 00508054Membership No. 509416 Director Director

Place : PanchkulaDate : 03.08.2015

2014-2015


(in Rs.)

March, 2015 March, 2014

A. Cash flows from operating activities

Profit before tax and after prior period items (3,131,513) (3,309,541)

Adjustments for:

Depreciation – –

Bad debts and advances written off – –––––––––––––––– –––––––––––––––

Cash flow from operating activities before workingcapital changes (3,131,513) (3,309,541)

Adjustments For :

Net Changes in Operating assets and Liabilities – –

Other Current Assets Decrease 758,926 –

Loans And Advances And other assets Increase (24,630,000) (15,826,495)

Increase in current liabilities and provisions (214,466) (291,843)––––––––––––––– –––––––––––––––

(24,085,540) (16,118,338)––––––––––––––– –––––––––––––––

Net cash generated from operating activities (27,217,053) (19,427,879)––––––––––––––– –––––––––––––––

B. Cash flows from investing activities

(Purchase)/Sale of Fixed Assets – –

Purchase of investment – –

Sale of Investment – 16,117,000––––––––––––––– –––––––––––––––

Net cash used in investing activities – 16,117,000––––––––––––––– –––––––––––––––

C. Cash flows from financing activities

Increase in Share capital 14,000,000 –

Borrowings(Net Of Repayments) – –

Share Premium 17,262,000 –

Other Receipt – –

Share Warrants – –––––––––––––––– –––––––––––––––

Net cash (used in)/generated from financing activities 4,044,947 (3,310,879)––––––––––––––– –––––––––––––––

Cash and cash equivalents at the beginning of the year 1,045,298 4,356,177––––––––––––––– –––––––––––––––

Cash and cash equivalents at the end of the year 5,090,245 1,045,298––––––––––––––– –––––––––––––––

Cash Flow Statement for the financial year ended 31st March, 2015

2014-2015


Note:The Cash Flow Statement has been prepared under the indirect method as set out in Accounting Standard –3 on Cash Flow Statements of the Companies (Accounting Standard) Rules, 2006.

This is the Cash flow statement referred to in our report of even date.For Gaur Jain & Co. For and on behalf of the boardChartered Accountants

Sd/- Sd/- Sd/-Ankit Jain-FCA Divya Seengal Kanad Kashyap Partner DIN : 00507943 DIN : 00508054Membership No. 509416 Director Director

Place : PanchkulaDate : 03.08.2015

2014-2015


To,The Members of,Total Hospitality LimitedReport on the Financial Statements

We have audited the accompanying financial statements of Total Hospitality Limited (“the Company”), whichcomprise the Balance Sheet as at March 31, 2015 and the Statement of Profit and Loss for the year thenended and the Cash Flow Statement and a summary of significant accounting policies and other explanatoryinformation.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the CompaniesAct, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true andfair view of the financial position, financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India, including the Accounting Standards specified under Section 133of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.]

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies ; making judgments and estimates that are reasonableand prudent; and design, implementation and maintenance of adequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free from material misstatement,whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conductedour audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants ofIndia. Those Standards require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thefinancial statements. The procedures selected depend on the auditor’s judgment, including the assessment ofthe risks of material misstatement of the financial statements, whether due to fraud or error. In making thoserisk assessments, the auditor considers internal control relevant to the Company’s preparation and fairpresentation of the financial statements in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internalcontrol. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of the accounting estimates made by management, as well as evaluating the overallpresentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaidfinancial statements give the information required by the Act in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

(b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

Independent Auditor’s Report

2014-2015


Report on Other Legal and Regulatory Requirements

1. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and beliefwere necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far asappears from our examination of those books;

c. The Balance Sheet and the Statement of Profit and Loss and Cash Flow Statement dealt with bythis Report are in agreement with the books of account;

d. in our opinion, the aforesaid financial statements comply with the Accounting Standards specifiedunder Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rule, 2014.;

e. on the basis of written representations received from the directors as on March 31, 2015, and takenon record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, frombeing appointed as a director in terms of Section 164(2) of the Companies Act, 2013.

f. With respect to the other matters to be included in the Auditor’s report in accordance with Rule 11of the Companies(Audit and Auditors) Rules, 2014, in our opinion and to the best of our informationand according to the explanations given to us :

I. The Company does not have any pending litigations which would impact its financial position.

II. The Company did not have any long-term contracts including derivative contracts for which there wereany material foreseeable losses.

III. There has been no delay in transferring amounts, required to be transferred, to the Investor Educationand Protection Fund by the Company.

For GAUR JAIN & Co.Chartered Accountants

Sd/-ANKIT JAIN- FCA

Firm Reg No. 022957NPartner

Place : Panchkula Membership No. 509416Date : 03.08.2015 Chartered Accountant

Independent Auditor’s Report

2014-2015


Annexure to the Independent Auditor’s Report

ANNEXURE REFERRED TO IN PARAGRAPH 5(1) OF OUR REPORT OF EVEN DATE TO THESHAREHOLDERS OF TOTAL HOSPITALITY LIMITED

CARO 2015 REPORT on Financial statement of TOTAL HOSPITALITY LIMITED for the year ended 31st

March, 2015.

ToThe Members of TOTAL HOSPITALITY LIMITED

1. In respect of its Fixed Assets

The Company does not have any Fixed Assets during the financial Year.

2. In respect of its inventories

The Company does not have any Stock of Inventories during the Financial Year.

3. In respect of its Loan- Secured or Unsecured

a) Based on our scrutiny and as per information and explanations provided to us by the management,the company has not granted any loans to firm or other persons covered in the registers maintainedunder Section 301 of the Companies Act, 1956.

b) Since the aforesaid loans are repayable on demand without any defined re-payment schedule,Therefore, we have no comments to offer regarding regularity re-payment of the said oloan orotherwise. In view of herewith, we have no comments to offer under sub-clause b) tothis clause.

4. In our opinion and according to the information and explanation given to us, there are adequate internalcontrol procedures commensurate with the size of the Company and its nature of business with regard tothe purchases, fixed assets and sales. During our course of audit, no major weakness was noticed by usin the existing internal control system in vogue.

5. According to the Information and Explanation given to us, the Company has not accepted any depositfrom the public. Therefore, the provisions of Clause(v) of paragraph 3 of the CARO 2015are not applicableto the Company.

6. We have been informed by the management that the maintenance of cost records has not been prescribedby the Central govt. under Section (1) of Section 148 of the Companies Act, 2013.

7. In respect of its Statutory Dues

a) According to the books and records as produced and examined by us in accordance with GenerallyAccepted Auditing Practices in India and also based on management representations, undisputedstatutory dues in respect of provident fund, employee state insurance, income tax, wealth tax,service tax, sales tax, value added tax, excise duty, cess and other material statutory dues havegenerally been regularly deposited by the company subject to certain exceptions during the yearwith the appropriate authorities in India.

b) According to information and explanation given to us, no undisputed amounts payable in respect ofincome tax, service tax and excise duty were outstanding as on 31st March, 2015 for a period morethan six months from the date the same became payable.

c) According to the records of the Company, there are no amounts that are due to be transferred to theInvestor Education and Protection Fund in accordance with relevant provisions of the CompaniesAct, 1956(1 of 1956) and rules made there under.

2014-2015


Annexure to the Independent Auditor’s Report

8. The Company does not have accumulated losses, hence our comments as regards erosion of net worthof the Company are not applicable.

9. As observed by us and as per the information and explanations given by the management, we are of theopinion that the company has not defaulted in repayment of dues to its financial institution or bank orothers during the year under audit.

10. As per the information and explanation given to us, the Company has not given any guarantee for loanstaken by others from any bank or financial institutions. Hence, reporting on terms and conditions of anysuch guarantee is irrelevant to our reporting.

11. As observed by us, the Company has not raised any Loans including Term Loans from Banks during theFinancial Year.

12. Based upon the audit procedures performed and information and explanations given by the management,we report that no fraud on or by the Company has been noticed or reported during the year under auditand even upto the date of our audit.

For GAUR JAIN & Co.Chartered Accountants

Sd/-ANKIT JAIN- FCA

Firm Reg No. 022957NPartner

Place : Panchkula Membership No. 509416Date : 03.08.2015 Chartered Accountant

2014-2015


PROXY FORM[Pursuant to Section 105 (6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

TOTAL HOSPITALITY LIMITED (Formerly Known as Total Exports Limited)

Regd Office: Saanvi Restaurant, Narsinha Vihar, Katulbod, Bhilai, Chattisgarh-490020 Email: [email protected], Website: www.totalhospitality.in

Corp Off: 1004, Tower B, Millennium Plaza, Sector 27, Near Huda City Centre Metro Station, Gurgaon (Haryana)-122002 | Phone No.: 0124-6541514

CIN No. L51102CT1982PLC006773

33RD Annual General Meeting- 30th September, 2015Name of member(s) :

Registered address :

E Mail Id :

Folio No. / DP ID - Client ID :

I / We, being the member(s) of ...................................................................................shares of the above namedCompany, hereby appoint:

1) Name: ...........................................................................................E-mail:.............................................................

Address:.................................................................................................................................................................

...............................................................................Signature...................................................Or failing him / her

2) Name: ...........................................................................................E-mail:.............................................................

Address:.................................................................................................................................................................

...............................................................................Signature.........................................Or failing him / her

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 33rd Annual General Meeting ofthe Company to be held on Wednesday, 30th September, 2015 at 11.00 A.M at Saanvi Restaurants, NarsinhaVihar, Katulbod, Bhilai, Chhattisgarh - 490020 and at any adjournment thereof in respect of such resolutions asare indicated below

Resolutions Optional*Ordinary Business For Against

1. Adoption of Balance Sheet, Statement of Profit and Loss and theReports of the Board of Directors and Auditors thereon for thefinancial year ended 31st March, 2015.

2. Appoint a Director in place of Ms. Divya Seengal, who retires byrotation and being eligible, offers herself for reappointment.

3. Appointment of statutory Auditors and fixation of audit fee

Signed this …………………………………. day of ………………………… 2015.

.....................…………………… …...........................………………… Signature of the member Signature of the Proxy Holder(s)

NOTES:1. This form of proxy in order to be effective should be duly completed and deposited at the Registered

Office of the Company, not less than 48 hours before the commencement of the Meeting.2. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the 33rd Annual

General Meeting.*3. It is optional to put a ‘X’ in the appropriate column against the Resolution indicated in the Box. If you

leave the ‘For ’ and ‘Against’ column blank against any or all Resolutions, your Proxy will be entitled tovote in the manner as he / she think appropriate

4. Please complete all details including detail of member(s) in above box before submission.

��

Affix1/- Rs.Stamp

2014-2015


ATTENDANCE SLIP

TOTAL HOSPITALITY LIMITED (Formerly Known as Total Exports Limited)

Regd Office: Saanvi Restaurant, Narsinha Vihar, Katulbod, Bhilai, Chattisgarh-490020 Email: [email protected], Website: www.totalhospitality.in

Corp Off: 1004, Tower B, Millennium Plaza, Sector 27, Near Huda City Centre Metro Station, Gurgaon (Haryana)-122002 | Phone No.: 0124-6541514

CIN No. L51102CT1982PLC006773

Folio No./ DP ID / Client ID:

Number of shares held:

I certify that I am a member / proxy for the member of the Company.

I hereby record my presence at the 33rd Annual General Meeting of the Company at Saanvi Restaurants,Narsinha Vihar, Katulbod, Bhilai, Chhattisgarh - 490020 on Wednesday, 30th September, 2015 at11.00 A.M.

…………….................………….. …..........…………….............…………..Name of the Member / Proxy Signature of the Member / Proxy

(in BLOCK letters)

Note:

1. Please complete the Folio/DP ID-Client ID No. and name, sign the Attendance Slip and hand it over atthe Attendance Verification counter at the entrance of the Meeting Hall.

2. Electronic copy of the Annual Report for the financial year ended 31st March, 2015 and Notice of theAnnual General Meeting (AGM) along with Attendance Slip and Proxy Form is being sent to all themembers whose e-mail address is registered with the Company / Depository Participant unless anymember has requested for a hard copy of the same. Members receiving electronic copy and attendingthe AGM can print copy of this Attendance Slip.

3. Physical copy of Annual Report for the financial year ended 31st March, 2015 and Notice of AnnualGeneral Meeting along with Attendance Slip and Proxy Form is sent in the permitted mode(s) to allmembers whose email is not registered or have requested for a hard copy.

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2014-15

MAP

Corp Off: 1004, Tower B, Millennium Plaza, Sector 27, Near Huda City Centre Metro Station,Gurgaon (Haryana)-122002 | Phone No.: 0124-6541514

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