TGB Banquets & Hotels Ltd

The financial performance of the Company for the year ended on March 31, 2024 is summarized below: ( In Lakhs)

* Previous year figures have been regrouped & rearranged wherever consider necessary.

There is no change in the nature of the business of the Company done during the year.

During the financial year 2023-24, your company booked total revenue of 4026.01 Lakh as compared to 4218.14 Lakh in financial year 2022-23. This year, your company booked Profit after Tax (356.01) Lakh as compared to 136.29 Lakh in the previous financial year.

In view of the planned business growth, your Directors deem it proper to preserve the resources of the Company for its future and therefore do not propose any dividend for the Financial Year ended 31st March, 2024.

In compliance with Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate section on the Management Discussion and Analysis giving details of overall industry structure, developments, performance and state of affairs of the Company?s business, is annexed as an Annexure-“A”.

As per Auditor Report, no fraud u/s. 143(12) reported by auditor. The Auditors? Report for the financial year ended, 31st March, 2024 is annexed herewith for your kind perusal and information. The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors' remarks in their report are self-explanatory and hence do not require any further explanations.

The Observation of the Statutory Auditor?s, when read together with the relevant notes to the Accounts and accounting policies are self-explanatory and do not needed any further explanations

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company is available on the Company?s website http://thegrandbhagwati.com/investors.php

The provisions of Section 125(2) of the Companies Act, 2013 are not applicable to the Company as there was no dividend declared and paid during the year under review.

10. RELATED PARTY TRANSACTIONS:

All transactions entered by the Company during the financial year 2023-24 with related parties were in the ordinary course of business and on an arm's length basis. There are no materially significant Related Party transactions made by the Company with promoter, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Accordingly, the Company has provided details in the Form No. AOC-2 is annexed as an Annexure-“A-1”.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://thegrandbhagwati.com/uploads/policies/rpt_policy_28.05.2024.pdf

Disclosures on related party transactions are set out in note no. 38 to the financial statements.

11. DEPOSIT:

During the year under review the Company has not accepted and renewed any deposit from Public within the meaning of Section 73 and 76 of the Companies Act, 2013. As on March 31, 2024, the Company has no unpaid deposits.

12. STATE OF COMPANY?S AFFAIRS AND FUTURE OUTLOOK:

Kindly refer to ‘Management Discussion and Analysis Report? which forms part of this Annual Report.

13. PARTICULARS OF LOAN, GUARANTEE OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES

ACT, 2013:

During the period under review, the Company has not granted any Loans, given any Guarantees or provide Security or made Investments in terms of provisions of section 186 of the Companies Act, 2013.

14. TRANSFER TO RESERVES:

No amount has been transferred to Reserves for the Financial Year under review.

15. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES COMPANIES AND ITS PERFORMANCE

AND FINANCIAL POSITION:

The Company does not have any Subsidiary, Joint venture or Associate Company.

16. SECRETARIAL STANDARDS:

The Directors state that the applicable Secretarial Standards i.e SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meeting of Board of Directors and General Meetings respectively have been duly complied with.

17. SHARE CAPITAL:

There is no change in the Authorized and Paid up Share Capital of the Company during the year under review. Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: A) Issue of equity shares with differential rights B) Issue of sweat equity shares C) Issue of employee stock options D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL: Changes In Directors: i) Appointment/Cessation/Resignation:

There was no change in the composition of the Board of Directors during the year under review.

Changes In KMP:

19. MATERIAL CHANGES & COMMITMENT:

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

20. COST RECORD:

In terms of Section 148 of the Companies Act, 2013, the Company is not required to maintain cost records.

21. DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013 (HEREINAFTER REFERRED TO AS

‘THE ACT?) IN RESPECT OF ANY SCHEME OF PROVISIONS OF MONEY FOR PURCHASE OF OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES: There were no such instances during the year under review.

22. DETAILS RELATING TO MATERIAL VARIATIONS :

The Company has not issued any prospectus or letter of offer during the last five years and raised no money from public and as such the requirement for providing the details relating to material variation is not applicable to the Company for the year under review.

23. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation 34(2)(f) of the Listing Regulations as amended from time to time, the Business Responsibility and Sustainability Report is to be given by listed companies based on market capitalization, therefore the same is not applicable to the Company as on March 31, 2024.

24. INSOLVENCY AND BANKRUPTCY CODE:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

25. PENDING LITIGATION:

The case against Company was filed by M/s. Rajshah enterprise Private Limited and other at the NCLT Ahmedabad alleging that there is oppression and mismanagement under section 241 (1) and 242 (4) of the companies Act, 2013 and Accordingly Company has filed reply and now matter pending at NCLT Ahmedabad.

26. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND

VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from banks and financial institution

27. INTERNAL CONTROL SYSTEMS AND ADEQUACY:

The Company has appropriate internal control systems for business processes with regard to its operations, financial reporting and compliance with applicable laws and regulations. It has documented policies and procedures covering financial and operating functions and processes. These policies and procedures are updated from time to time and compliance is monitored by the internal audit function as per the audit plan. The Company continues its efforts to align all its processes and controls with best practices. Details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of the Board?s Report.

28. DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL:

I. COMPOSITION OF BOARD OF DIRECTOR

The composition of the board of directors of the Company is in compliance with the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 prescribed by the stock exchanges and in accordance with good corporate governance practices. The composition is described in the Corporate Governance Report attached with this Annual Report 2023-24.

II. INDEPENDENT DIRECTORS

The Independent Directors have submitted their declarations of independence as required pursuant to the Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

III. RETIREMENT BY ROTATION

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Devanand G. Somani (DIN: 00515959) retires by rotation as a Director at the AGM and being eligible, offers himself for reappointment.

A detailed profile of Mr. Devanand G. Somani(DIN: 00515959) along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM which forms part of this Annual Report.

IV. PROFILE OF THE DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT

As required under Regulation 36 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, Particulars of the Director retiring by rotation and seeking appointment / re-appointment at the ensuing Annual General Meeting is annexed to the notice convening 25^th Annual General Meeting.

V. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO PROFICIENCY, INTEGRITY OF

INDEPENDENT DIRECTORS APPOINTED DURING THE FINANCIAL YEAR.

Subject to the provisions contained in sub-section (5) of section 149, an independent directors proposed to be appointed on the board are selected from a data bank containing names, addresses and qualifications of persons who are eligible and willing to act as independent directors, maintained by Indian Institute of Corporate Affairs as notified by the Central Government, having expertise in creation and maintenance of such data bank. Board has given their opinion and received recommendation from its Nomination and Remuneration Committee for such appointments.

29. PERFORMANCE EVALUATION CRITERIA FOR DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Nomination and Remuneration Committee has carried out an annual performance evaluation of the Board as well as the working of its Committees. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole. The Nomination and remuneration Committee has also reviewed the performance of the Board, its Committees and of the Directors. In a separate meeting of independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company and Whole time Directors was evaluated.

30. INDEPENDENT DIRECTORS DECLARATION:

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 (the Act) and the Listing Regulations.

31. AUDIT COMMITTEE:

Details pertaining to composition of the Audit Committee are included in the Report on Corporate Governance. All the recommendations made by the Audit Committee were accepted by the Board. There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

32. BOARD AND COMMITTEE MEETINGS:

During the financial year ended 31^st March 2024, Five Board meetings were held. Further details of the meetings of the Board and its Committees are given in the Corporate Governance Report, forming part of this Annual Report.

The maximum time gap between any two Board Meetings was not more than 120 days as required under Regulation 17 of the Listing Regulations, Section 173 of the Act and Secretarial Standard on Meetings of the Board of Directors.

33. MEETING OF INDEPENDENT DIRECTORS:

A separate meeting of Independent Directors as required under the Schedule IV of the Companies Act, 2013 was held on 13^th February, 2024 without presence of Executive Directors. Such meeting was conducted to review and evaluate (a) the performance of Non-Independent Directors and the Board as a whole, (b) the performance of the Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors and (c) assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors expressed their satisfaction with the performance of Non-Independent Directors and the Board as a whole and the Chairman of the Independent Directors meeting briefed the outcome of the meeting to the Chairman of the Board. The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

34. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of the Section 134 (5) of the Companies Act, 2013, the directors confirm that: a) in the preparation of the annual accounts for the year ended March 31, 2024 the applicable accounting standards had been followed along with proper explanation relating to material departures; b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) they have prepared the annual accounts on a going concern basis; e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

35. AUDITORS:

At the Annual General Meeting held on Friday, September, 29, 2023 the members approved the reappointment of M/s. Prakash Tekwani & Associates, Chartered Accountants (Firm Registration No: 120253W) Ahmedabad as Statutory Auditor(s) to hold office from the conclusion of 23^rd Annual General Meeting till the conclusion of the 28^th Annual General Meeting of the Company.

STATUTORY AUDITOR REPORT

The Statutory Auditors issued their Standalone Auditor?s Report for the financial year ended 31st March, 2024 and there are no qualifications, reservations or adverse remarks in the Auditor?s Report.

INTERNAL AUDITORS

The Board of Directors of the Company has appointed M/s. Dhirajlal Shah & Associates {Firm Registration Number: 102500W) Chartered Accountants, Ahmadabad, as an Internal Auditors to conduct Internal Audit of the Company for the Financial Year 2023-24 and the Internal Auditors have presented the observations to the Audit Committee at their meeting held quarterly basis.

SECRETARIAL AUDITOR(S):

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company with the approval of its Board, appointed M/s. Umesh Ved & Associates (Firm Registration: 4411) Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report in Form MR- 3 for the financial year ended 31st March, 2024 is annexed herewith as Annexure- "B".

The Secretarial Audit Report for the year ended on March 31, 2024 does not contain any qualifications, reservations or adverse remarks which requires the clarification of the Management of the Company. The appointment of M/s. Umesh Ved & Associates, Practicing Company Secretary, ceased to be effective on 31^st March, 2024. The Board has re-appointed M/s. Umesh Ved & Associates, Practicing Company Secretary as the Secretarial Auditor of your Company for the Financial Year 2024-25.

36. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS:

There were no instances of non-compliance by the company and no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company?s operations in future.

37. CORPORATE GOVERNANCE:

The Company has complied with the Corporate Governance requirements under the Act and as stipulated under the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. A separate section on detailed report on the Corporate Governance practices followed by the Company along with a certificate from M/s. Umesh Ved & Associates, Practicing Company Secretaries, Ahmedabad confirming the compliance is part of the Annual Report.

38. CORPORATE SOCIAL RESPONSIBILITY [CSR]:

Corporate Social Responsibility (CSR) is an integral part of our Sustainability Model. Your Company strongly believes in “what comes from the community should go back many times”. The Board of Directors of the Company has constituted a Corporate Social Responsibility [CSR] Committee under the Chairmanship of Mr. Narendra G. Somani (DIN: 00054229). Other members of the Committee are Mr. Hemant G. Somani (DIN: 000515853) and Mr. Nishit B Popat (DIN: 09279612). CSR Committee has recommended to the Board, a CSR Policy, indicating the activities to be undertaken by the Company, which is approved by the Board. The CSR Policy is posted on the website of the Company at http://thegrandbhagwati.com/uploads/policies/corporate_social_responsibility_policy.pdf Pursuant to Section 135 of the Act read with CSR Policy of the Company, the Company is required to spend two percent of the average net profit of the Company for three immediately preceding financial years. As the average net profit of the Company during previous three financial years was negative, the Company was not required to spend any amount for the CSR purpose during the year under review. Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is annexed herewith and marked as Annexure-C.

39. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES POLICIES

UNDER COMPANIES ACT, 2013/SEBI(LODR) REGULATIONS:

I. Code of Conduct and Vigil Mechanism/Whistle Blower Policy

The Company has in place a mechanism for employees for reporting genuine concerns from reprisal and victimization. During the year under review, the Company has Code of Conduct and Vigil Mechanism/Whistle Blower Policy which has been disseminated to all the Directors, Officers, Employees and Associates and they are free to report undesirable practices, events, violations/suspected violations of the TGB Code in terms of the policy. The policy is also available in the ‘Investor Relations? section at the Company?s website www.tgbhotels.com During the year under review, no concerns have been received by the Company from any of the Directors, Officers, Employees and Associates pertaining to the Code and Vigil Mechanism.

Vigil Mechanism/Whistle Blower Policy is disclosed on the website of the Company at http://thegrandbhagwati.com/uploads/policies/whistle_blower_policy.pdf

II. NOMINATION AND REMUNERATION POLICY

The Company has in place the Nomination & Remuneration Policy which lays down the criteria for appointment, evaluation of performance of Directors and remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other employees and Company has taken necessary approval/recommendation, wherever required, from Nomination and Remuneration Committee in terms of the policy. Nomination and Remuneration Policy is disclosed on the website of the Company At http://thegrandbhagwati.com/uploads/policies/remuneration_policy.pdf

III. UNPUBLISHED PRICE SENSITIVE INFORMATION POLICY

The Company has established Unpublished Price Sensitive Information policy (UPSI) framed by the Board of Directors of the Company pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 , the amendment in the Regulations, in 2018 and is part of “TGB Code of Corporate Disclosure Practices. The Policy shall be reviewed periodically in accordance with review of internal control and check as well as changes or any regulatory requirements from time to time. In the events of inconsistency of this Policy with any legal provisions, the provisions of the law shall override this Policy. Unpublished Price Sensitive Information policy (UPSI) is disclosed on the website of the Company at http://thegrandbhagwati.com/uploads/policies/tgb_policy_on_determination_of_legitimate_purpose.pdf

IV. CORPORATE SOCIAL RESPONSIBILITY (“CSR”) POLICY

The Company has in place CSR policy, formulated in terms of provisions of Section 135(4) of the Act read with Rule 6 of the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available in the ‘Investor Relations? section at the Company?s website www.tgbhotels.com Annual Report on CSR Activities for the Financial Year 2023-24 as required under Section 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 read with Rule 9 of the Companies (Accounts) Rules, 2014 is attached as ‘Annexure-C? to this Report.

Corporate Social Responsibility (“CSR”) Policy is disclosed on the website of the Company at http://thegrandbhagwati.com/uploads/policies/corporate_social_responsibility_policy.pdf

V. TGB BUSINESS CONDUCT POLICY

The Company has framed "TGB Business Conduct Policy". Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner.

VI. BUSINESS RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report

VII. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has a policy against sexual harassment and a formal process for dealing with complaints of harassment or discrimination. The said policy is in line with relevant Act passed by the Parliament in 2013. The Company, through the policy ensures that all such complaints are resolved within defined timelines. During the year, no cases were reported to the Company. Sexual Harassment Policy is disclosed on the website of the Company at http://www.thegrandbhagwati.com/uploads/policies/Sexual_Harassment_Policy_new.pdf

VIII. DETAILS OF THE NODAL OFFICER

Mrs. Arpita Shah, Company Secretary & Compliance officer of the company is a nodal officer under the provisions of IEPF and the web-address on which the said details are available as follows http://thegrandbhagwati.com/uploads/Email_address_for_Grievance_Redressal_new.pdf.

40. INFORMATION TO BE FURNISHED UNDER RULE 5(1) OF COMPANEIS (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosure of information under Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Director?s Report is annexed to this Report.

41. STATEMENT UNDER RULE 5(2) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

No employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

42. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-"D".

43. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134[3][m] of the Act read with the Companies [Accounts] Rules, 2014, are provided in the Annexure-"E" and forms part of this Report.

ACKNOWLEDGMENTS

TGB Banquets and Hotels Limited are grateful to the Financial Institutions, Banks, and Government Authorities for their continued cooperation, support and guidance. The Company would like to take this opportunity to express sincere thanks to its valued customers for their continued patronage. The Directors express their deep sense of appreciation of all the employees, whose outstanding professionalism, commitment and initiative have made the organization?s growth and success possible and continue to drive its progress. Finally, the Directors wish to express their gratitude to the Members for their trust and support.