2015-16 - Total Hospitality LTDtotalhospitality.in/pdf/Annual report_2015-2016.pdf2015-16 MAP Corp Off: 1004 ... group, Publicis Groupe. With his inclination towards marketing,

2015-16

MAP

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

Mission and Objectives

MISSION:� To set-up most-modern, state-of-the-art Diabetes Centers in next 6 months in Djibouti.

� To set up a centralized modern automatic Pathology Laboratory in Djibouti in Africa.

� To set-up state-of-the-art Dialysis and Diagnostic & Imaging Centres, Electronic Medical Records (EMR)

and a Super Specialty Hospital in Kigali, Rwanda.

OBJECTIVES:� To increase the efficiency of the operations resulting in improved quality of care.

� To assess diabetes control.

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

� To educate & empower patients.

� To offer patient’s perspective on services provided.

2015-2016

2 Total Hospitality Limited-34th Annual Report

Across this Report Pages

� Corporate Information ...................................................................................................................... 3

� Chairman’s Message ....................................................................................................................... 4

� Director’s Profile ............................................................................................................................... 5

� Notice of AGM .................................................................................................................................. 6

� Directors’ Report ............................................................................................................................ 12

� Secretarial Audit Report ................................................................................................................ 24

� Management Discussion and Analysis Report ............................................................................. 28

� Corporate Governance Report ...................................................................................................... 30

� Auditor’s Report ............................................................................................................................. 42

� Balance Sheet ................................................................................................................................ 46

� Statement of Profit and Loss ......................................................................................................... 47

� Notes to Accounts .......................................................................................................................... 48

� Cash Flow Statement .................................................................................................................... 54

� Proxy Form ..................................................................................................................................... 55

� Attendance Slip .............................................................................................................................. 56

2015-2016

Total Hospitality Limited-34th Annual Report 3

Corporate Information

CIN:L51102CT1982PLC006773

BOARD OF DIRECTORS:

Ms. Divya Seengal (Managing Director)Mr. Kanad Kashyap (Director)Mr. Anil Kumar (Independent Director)Mr. Siddharth Seengal (Non Executive Director)

COMPANY SECRETARY & COMPLIANCE OFFICERMs. Garima Munjal

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

CORPORATE OFFICE1004, 10th Floor, Tower-B,Millennium Plaza, Sector- 27,Near Huda City Centre Metro Station,Gurgaon-122002

WEBSITEwww.totalhospitality.in

E-MAIL [email protected]

REGISTRAR AND TRANSFER AGENTSBeetal Financial & Computer Services (P) Limited

Address: Beetal House, 3rd Floor, 99, Madangir,Behind Local Shopping Centre, New Delhi-110062

BANKERSSouth Indian Bank Limited

LISTINGBombay Stock Exchange LimitedDelhi Stock Exchange LimitedMadhya Pradesh Stock Exchange Limited

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

INTERNAL AUDITOR

M/s. KJMA & Associates., Chartered Accountants

SECRETARIAL AUDITORMr. Sanjeev Sharma, Practicing CompanySecretary

2015-2016


Chairman’s Message

DEAR SHAREHOLDERS,

It gives me an immense pleasure to present to you our 34th Annual Report. On behalf of the Board of Directorsof M/s. Total Hospitality Limited. I would like to extend a warm and hearty welcome to you all to the 34th AnnualGeneral Meeting of your Company. I also take this opportunity to thank you on my behalf and on behalf of theBoard of Directors for your interest and presence here today.

It has been a wonderful journey since 1982 when the Company has ventured into the business of Hospitality.

Total Hospitality Ltd. has decided to set up state-of-the-art Dialysis and Diagnostic & Imaging Centres, ElectronicMedical Records (EMR) and a Super Specialty Hospital in Kigali, Rwanda.

The Company has plans to set-up most-modern, state-of-the-art Diabetes Centers in next 6 months in Djiboutiand a centralized modern automatic Pathology Laboratory.

This year our Company has incurred losses and more expenditure but we are looking forward for wonderfulyears ahead. I am confident that the young and dynamic team of Total Hospitality Limited will continue todeliver its promises.

On behalf of the Board, I would like to acknowledge all my associates and colleagues in the Company for theirdedication and unstinting hard work in difficult years and look forward to their continued support and theircommitment to the future success of our business.

I also take this opportunity to thank our valued shareholders, clients, bankers, financial institutions andgovernment authorities for their confidence and support and look forward to their continued support. Onceagain, I thank you for resting your trust on me and providing me the opportunity to lead our Company. I lookforward to sharing success with you in the coming year.

Divya Seengal Managing Director

2015-2016


Director’s Profile

MS. DIVYA SEENGAL (MANAGING DIRECTOR)

Ms. Divya Seengal, an eminent personality, holds a Master's Degree in Information Technology, from Universityof Southampton, UK and passion for new ideas and concepts in the Hotel Industry. With her expertise inexecution, management and leadership qualities, she brings to the table a fresh global perspective.

She is a woman of simple taste and expresses confidence in her abilities to lead the Company to even greaterheights as she profoundly states "Having an aggressive team working on a conservative approach with systemsin place, processes automatically give desired results."

A high standard of professionalism, integrity and corporate ethics is what she always aimed to build in theorganization and so the Total Hospitality team is driven towards an ethical and dynamic process of wealthcreation by a very strong & aggressive team under the active leadership of Ms. Divya Seengal.

MR. ANIL KUMAR (INDEPENDENT DIRECTOR)

Mr. Anil Kumar, has over 20 years of experience in varied areas. He is known for his business foresight,strategizing abilities and business development skills and brings his invaluable experience and creative ideasto the Company.

MR. SIDDHARTH SEENGAL (DIRECTOR)

Mr. Siddharth Seengal, Purdue University alumni, has worked with the world's 3rd largest communicationsgroup, Publicis Groupe. With his inclination towards marketing, He is sure to add his passion and knowledgein making the Company a brand recognition.

MR. KANAD KASHYAP (DIRECTOR)

Mr. Kanad Kashyap, a Computer Engineer with a Master's degree in Computer Networks from MiddlesexUniversity, UK. His expertise lies in bringing, executing and managing projects from concepts to marketing.Being in UK, he worked with brands like KFC and Nandos, gaining substantial knowledge and experience inmanaging fast food joints. A keen entrepreneur, he brings his invaluable experience and creative ideas for theCompany. He truly believes to succeed in life, one must take up an idea, breathe, dream, and live that idea.That's the only way to success.

MS. GARIMA MUNJAL (COMPANY SECRETARY & COMPLIANCE OFFICER)

Ms. Garima Munjal, heads the secretarial department of the Company. She is a member of The Institute ofCompany Secretary of India. Her expertise lies in secretarial function & holds great managerial skills.

2015-2016


NOTICE is hereby given that the 34th (Thirty Fourth) Annual General Meeting of the Members ofM/s. TOTAL HOSPITALITY LIMITED will be held on Friday, 30th September, 2016 at 10:30 a.m. at theRegistered Office of the Company at Saanvi Restaurant, Narsinha Vihar, Katulbod, Bhilai, Chhattisgarh-490020to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Financial Statements of the Company for the financial year ended on31st March, 2016, including the Audited Balance Sheet as at 31st March, 2016, the Statement of Profitand Loss Account and Cash Flow Statement of the Company for the year ended on that date togetherwith the Reports of the Board of Director’s and Auditor’s thereon.

2. To appoint a Director in Place of Mr. Siddharth Seengal (DIN: 02182275), who retires by rotation andbeing eligible, offers himself for reappointment

3. Ratification of Appointment of M/s. Gaur Jain & Co., as the Statutory Auditor of the Company

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

“RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, ifany, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, as amendedfrom time to time, the Company be and hereby ratifies the appointment of M/s. Gaur Jain & Co., CharteredAccountants (Firm Registration No. 022957N), as Statutory Auditor of the Company to hold office fromthe conclusion of this Annual General Meeting until the conclusion of the 38th Annual General Meeting ofthe Company to be held in the year 2020 to examine and audit the accounts of the Company on suchremuneration as may be mutually agreed between the Board of Directors of the Company and theAuditors.”

SPECIAL BUSINESS

4. To consider and if thought fit to pass with or without modification(s) the following resolution as an OrdinaryResolution for Regularization of Mr. Kanad Kashyap as Director:-

“RESOLVED THAT Mr. Kanad Kashyap (DIN: 00508054), who was appointed as an Additional Directorof the Company by the Board of Directors in its meeting held on 28th December, 2015 in terms of Section161(1) of the Companies Act, 2013 and applicable provisions of the Article of Association of the Companyand who holds office up to the date of this Annual General Meeting, and in respect of whom the Companyhas received a notice in writing from a member under section 160 of the Companies Act, 2013, signifyinghis intention to propose Mr. Kanad Kashyap (DIN 00508054) as a candidate for the office of Director ofthe Company be and is hereby appointed as a Director of the Company.”

RESOLVED FURTHER THAT Ms. Divya Seengal, Managing Director and Ms. Garima Munjal, CompanySecretary be and is hereby severally/jointly authorized to file necessary forms with the Registrar ofCompanies and to do all such act, deeds and things as may be considered necessary to give effect tothe above said resolution.”

By the order of the Board

FOR TOTAL HOSPITALITY LIMITED

Sd/-Divya Seengal

Place: Gurgaon Managing DirectorDate : 29th August, 2016 DIN: 00507943

Notice

2015-2016


NOTES

1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, relating to the specialbusiness to be transacted at the Annual General Meeting is annexed hereto.

2. A member entitled to attend and vote at the Annual General Meeting (AGM) is entitled to appointa proxy to attend and vote instead of himself and the proxy need not be a member of the Company.The instrument appointing the proxy, in order to be effective, must be deposited at the Company’sRegistered office, duly completed and signed, not less than FORTY-EIGHT HOURS before thecommencement of the Annual General Meeting. Proxies submitted on behalf of limited Companies,societies, etc., must be supported by appropriate resolutions/authority, as applicable. A person can actas proxy on behalf of Members not exceeding Fifty (50) and holding in the aggregate not more than 10%of the total share capital of the Company. In case a proxy is proposed to be appointed by a Memberholding more than 10% of the total share capital of the Company carrying voting rights, then such proxyshall not act as a proxy for any other person or shareholder.

3. The Register of Members and Share Transfer Books of the Company will be closed from 24th September,2016 to 30th September, 2016.

4. Members, Proxies and Authorized Representatives are requested to bring to the meeting, the AttendanceSlip enclosed herewith, duly completed and signed, mentioning therein details of their DP ID and ClientID / Folio No.

5. 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.

6. Members holding shares in dematerialized form are requested to intimate all changes pertaining to theirbank details such as bank account number, name of the bank and branch details, MICR code and IFSCcode, mandates, nominations, power of attorney, change of address, change of name, e-mail address,contact numbers, etc., to their depository participant (DP). Changes intimated to the DP will then beautomatically reflected in the Company’s records which will help the Company and the Company’sRegistrars and Transfer Agents, M/s Beetal Financial & Computer Services (P) Limited to provide efficientand better services. Members holding shares in physical form are requested to intimate such changes toBeetal Financial & Computer Services (P) Limited directly.

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 M/sBeetal Financial & Computer Services (P) Limited.

7. 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.

8. Members holding shares in physical form in identical order of names in more than one folio are requestedto send to the Company or Beetal Financial & Computer Services (P) Limited, the details of such foliostogether with the share certificates for consolidating their holding in one folio. A consolidated sharecertificate will be issued to such Members after making requisite changes thereon.

9. Members seeking any information with regard to Accounts are requested to write to the Company at anearly date, so as to enable the Management to keep the information available at the Annual GeneralMeeting.

Notice

2015-2016


10. As per the provisions of Section 72 of the Act, the facility for making nomination is available for theMembers in respect of the shares held by them. Members who have not yet registered their nominationare requested to register the same by submitting Form No. SH-13. Members holding shares in physicalform may submit the same to Beetal Financial & Computer Services (P) Limited. Members holding sharesin electronic form may submit the same to their respective depository participant.

11. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Companyof any change in address or demise of any Member as soon as possible. Members are also advised notto leave their Demat account(s) dormant for long. Periodic statement of holdings should be obtainedfrom the concerned DP and holdings should be verified.

12. The Notice of the AGM along with the Annual Report 2015-16 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 and the Annual Report 2015-16 will be availableon the Company’s website i.e. www.totalhospitality.in.

13. In compliance with the provisions of Section 108 of the Act and the Rules framed thereunder, as amendedfrom time to time, and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Members are provided with the facility to cast their vote electronically, on all theresolutions set forth in this Notice. The instructions for E-voting are given herein below. Resolution(s)passed by Members through E-voting is/are deemed to have been passed as if they have been passedat the Annual General Meeting.

14. The facility for voting through polling paper shall also be made available at the AGM and the Membersattending the meeting who have not already cast their vote by remote E-voting shall be able to exercisetheir right to vote at the AGM.

15. The Members who have cast their vote by remote E-voting prior to the AGM may also attend the AGMbut shall not be entitled to cast their vote again.

16. The instructions for E-voting are as under:

A. The voting period begins from 27th September, 2016 from 09:00 a.m. (IST) and end on 29th September,2016 at 5:00 p.m. (IST). During this period shareholders of the Company, holding shares either inphysical form or in dematerialized form, as on the cut-off date (record date) 23rd September, 2016,may cast their vote electronically. The E-voting module shall be disabled by CDSL for voting thereafter.

B. Shareholders who have already voted prior to the meeting date would not be entitled to vote at themeeting venue.

C. Log on to the E-voting website www.evotingindia.com.

D. Click on “Shareholders” tab.

E. Now Enter your User ID

For CDSL: 16 digits beneficiary ID,

For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

Members holding shares in Physical Form should enter Folio Number registered with the Company.

F. Next enter the Image Verification as displayed and Click on Login.

G. If you are holding shares in Demat form and had already logged on to www.evotingindia.com andvoted on an earlier voting of any Company, then your existing password is to be used.

Notice

2015-2016


H. If you are a first time user follow the steps given below:

PAN Enter your 10 digit alpha-numeric PAN issued by theIncome Tax Department (Applicable for both Dematas well as physical shareholders)

• Members who have not updated their PAN with theCompany/Depository Participant are requested touse the first two letters of their name and the 8 digitsof the folio/Client ID number in the PAN field.

• In case the folio number is less than 8 digits enterthe applicable number of 0’s before the number afterthe first two characters of the name in Capital letters.

Eg. If your name is Ramesh Kumar with folionumber 1 then enter RA00000001 in the PAN field.

Dividend Bank Details or DOB Enter the Dividend Bank Details or Date of Birth(in dd/mm/yyyy format) as recorded in your Demataccount or in the Company records in order to login. Ifboth the details are not recorded with the depositoryor Company please enter the member ID/folio numberin the Dividend Bank details field as mentioned ininstruction (v).

I. After entering the details appropriately, click on "Submit" tab.

J. Members holding shares in physical form will then directly reach the Company selection screen. However,members holding shares in Demat form will now reach 'Password Creation' menu wherein they arerequired to mandatorily enter their login password in the new password field. Kindly note that this passwordis to be also used by the Demat holders for voting for resolutions of any other Company on which theyare eligible to vote, provided that Company opts for E-voting through CDSL platform. It is stronglyrecommended not to share your password with any other person and take utmost care to keep yourpassword confidential.

K. For Members holding shares in physical form, the details can be used only for E-voting on the resolutionscontained in this Notice.

L. Click on "EVSN" (Electronic Voting Sequence Number) of Total Hospitality Limited on which you chooseto vote.

M. On the voting page, you will see "Resolution Description" and against the same the option "YES/NO" forvoting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolutionand option NO implies that you dissent to the Resolution.

N. Click on the "Resolutions File Link" if you wish to view the entire Resolution details.

O. After selecting the resolution you have decided to vote on, click on "Submit". A confirmation box will bedisplayed. If you wish to confirm your vote, click on "Ok", else to change your vote, click on "Cancel" andaccordingly modify your vote.

P. Once you "Confirm" your vote on the resolution, you will not be allowed to modify your vote.

Q. You can also take out print of the voting done by you by clicking on "Click here to print" option on theVoting page.

R. If the Demat account holder has forgotten the same password then enter the User ID and the imageverification code and click on Forgot Password & enter the details as prompted by the system.

Notice

2015-2016


S. Note for Non-Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are requiredto log on to www.evotingindia.com and register themselves as Corporate.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailedto helpdesk. [email protected].

• After receiving the login details they have to create compliance user which should be created usingthe admin login and password. The Compliance user would be able to link the account(s) for whichthey wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of theaccounts they would be able to cast their votes.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued infavour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizerto verify the same.

T. In case you have any queries or issues regarding E-voting you may refer the Frequently Asked Questions("FAQs") and E-voting manual available at www.evotingindia.com under help section or write an email tohelpdesk at [email protected].

U. You are advised to cast your vote only through E-voting or through Poll at the AGM. In case you cast yourvotes through both the modes, votes cast through E-voting shall only be considered and votes cast at themeeting through Poll would be rejected.

V. OTHER INSTRUCTIONS

• The E-voting period commences on 27th September, 2016 from 09:00 a.m (IST) and ends on 29thSeptember, 2016 at 5:00 p.m. (IST). During this period, shareholders of the Company holdingshares either in physical form or in dematerialized form, as on the cut-off date of 23rd September,2016, may cast their votes electronically. The E-Voting module shall be disabled by CDSL for votingthereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not beallowed to change it subsequently.

• Shareholders of the Company, holding shares either in physical form or in dematerialized form ason the cut-off date 23rd September, 2016, not casting their vote electronically, may cast their voteat the Annual General Meeting.

• The voting rights of the shareholders shall be in proportion to the shares held by them, of the paid-up equity share capital of the Company as on the cut-off date of 23rd September, 2016.

• The Scrutinizer shall, within a period of not exceeding three days from the conclusion of the E-Voting period, unlock the votes in the presence of at least two witnesses, not in employment of theCompany and make a Scrutinizer's Report of the votes cast in favour or against, if any, forthwith tothe Chairman or a person authorized by him in writing who shall countersign the same.

• The results declared along with the Scrutinizer's Report shall be placed on the Company's websitewww.totalhospitality.in and on the website of CDSL within two days of passing of the resolutions atthe 34th Annual General Meeting of the Company on 30th September, 2016 and shall becommunicated to BSE Ltd.

W. The investors may contact the Company Secretary for Redressal of their grievances/queries. For thispurpose, e-mail grievances/queries to the Company Secretary at the following e-mail address [email protected]

Notice

2015-2016


BRIEF RESUME OF THE DIRECTOR SEEKING APPOINTMENT/ REAPPOINTMENTAT THE 34TH ANNUAL GENERAL MEETING

Name Mr. Siddharth Seengal

Date of Birth 31st January, 1989

Date of Appointment 12th January, 2011

Expertise in specific Functional area Siddharth Seengal, Purdue University alumni, has workedwith the world's 3rd Largest communications group, PublicisGroup. With his inclination towards marketing he is sure toadd his passion and knowledge in making the Companybrand recognition

Directorship held in other Companies 2

Membership/ Chairmanship of Committees Nonein other Public Companiesother than THL

Number of shares held in the Company 1,73,800

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO 4.

Mr. Kanad Kashyap, who was appointed as an Additional Director of the Company by the Board of Directorsin its meeting held on 28th December, 2015 in terms of Section 161(1) of the Companies Act, 2013 and whoholds office up to the date of this Annual General Meeting, be and is hereby appointed as a Director of theCompany.

The Board recommends the confirmation of his appointment as a Director of the Company who shall be liableto retire by rotation.

None of the Directors is in any way interested or concerned in the said resolution.

By the order of the BoardFOR TOTAL HOSPITALITY LIMITED

Sd/-Divya Seengal

Place : Gurgaon Managing DirectorDate : 29th August, 2016 DIN: 00507943

Notice

2015-2016


Directors’ Report

ToThe Shareholders,

The Directors take pleasure in presenting before you the 34th (Thirty fourth) Annual Report of the Companytogether with the Audited Financial Statements for the financial year ended 31st March, 2016.

PERFORMANCE HIGHLIGHTS

PARTICULARS Financial Year Financial Year2015-2016 (Rs.) 2014-2015 (Rs.)

Revenue from Operations – –

Other Income – –

TOTAL REVENUE – –

Less: Total Expenditure 1,862,734 3,131,513

Profit/(loss) before Depreciation & Taxes (1,862,734) (3,131,513)

Less: Depreciation – –

Less: Current tax – –

Less: Deferred Tax – –

Profit/(Loss) for the Year (1,862,734) (3,131,513)

PERFORMANCE REVIEW/STATE OF COMPANY’S AFFAIR

During the year under review the Company has suffered a loss of Rs. 1,862,734 as against Rs. 3,131,513 inthe financial year 2014-2015. The Board plans to adopt new policies for better market reach in the upcomingFinancial Year.

RESERVES

Due to accumulated losses in the Company, no amount has being transferred to Reserves.

DIVIDEND

The Board of Directors does not recommend any dividend for the financial year ended on 31st March, 2016.

CHANGES IN SHARE CAPITAL

During the year under review, the Company has not made any material changes in the share capital of theCompany.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE

The Board of Directors met Eight (8) times in the year 2015-2016. The details of the Board Meetings andcommittee meeting along with the attendance of the Directors and members are provided in the CorporateGovernance Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Managementand Administration) Rules, 2014, the extract of the Annual Return as at 31st March, 2016 in Form MGT-9 isannexed herewith as “Annexure A” forming part of the Director’s report.

2015-2016


Directors’ Report

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186

During the financial year under review the Company has not entered into any transactions that are covered

under the provisions of Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

The Company has not entered into any related party transaction during the financial year 2015-16 under the

provisions of Section 188(1) of the Companies Act, 2013.

AUDITORS

STATUTORY AUDITORS

The appointment of M/s. Gaur Jain & Co., Chartered Accountant (Firm Registration No. 022957N) be and is

hereby proposed to be ratified as Statutory Auditor of the Company to hold office from the conclusion of this

Annual general meeting until the conclusion of 38th Annual general meeting of the Company. The Auditor’s

Report does not contain any qualification, reservation or adverse remark and do not call for any further

explanation/ clarification by the Board of Directors as provided under Section 134 of the Act.

SECRETARIAL AUDITOR

Section 204 of the Companies Act, 2013 inter-alia requires every listed Company to annex with its Director’s

report, a Secretarial Audit Report provided by a Company Secretary in Practice, in the prescribed form. The

Board of Directors has appointed Mr. Sanjeev Sharma, Practicing Company Secretary as Secretarial Auditor

to conduct the Secretarial Audit of the Company and their report is annexed herewith as “Annexure B”.

Auditor’s Observation and Management Representation

1. No Appointment of Independent Directors as required by Section 149(1) read with Companies(Appointment and qualification of Director) Rules, 2014 and The Audit committee as required bysection 177 of the Companies Act, 2013 read with relevant rules and also remuneration andnomination committee and stakeholder relation committee have not been constituted.

Mr. Kanad Kashyap during the year under review, stepped down from the position of Independent Director

on 20th October, 2015. The Company is still in the process for appointing an Independent Director as per

the requirement of the Companies Act, 2013. Due to which the Composition of the Board was insufficient

and therefore, the required number of committee meetings could not be held due to lack of constitution.

2. No Appointment of Chief Financial Officer as required by Section 203 read with Companies(Appointment and qualification of Director) Rules, 2014.

During the year, the Company was in the process of identifying a suitable candidate for the Position of

Chief Financial Officer in terms of Section 203 of the Act and accordingly has appointed Mr. Dharamveer

Rathore as the CFO of the Company w.e.f 9th May, 2016.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

As required under Section 132(3)(m) of the Companies Act, 2013 read with rule 8 of Companies (Accounts)

Rules 2014, details of conservation of energy, technology absorption, foreign exchange earnings and

outgo are as follows:

2015-2016


Directors’ Report

A) Conservation of energy & Technology absorption:

In the absence of any manufacturing activities during the year under review, no steps were requiredto be taken for conservation of energy and technology absorption and as such no information isrequired to be provided under this segment.

(B) Foreign exchange earnings and Outgo:

The Company during the year under consideration has not earned or spent any foreign exchange.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposit which falls under the purview ofChapter V of the Companies Act, 2013 read the Companies (Acceptance of Deposits) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments, affecting the financial position of the Company which haveoccurred between the end of the Financial Year to which the financial statement relates and the date of thereport.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any subsidiary/subsidiaries, associate and Joint Venture Companies within themeaning of the Companies Act, 2013.

POLICIES OF THE COMPANY

The Company has posted the following documents on its website at www.totalhospitality.in

• Code of Conduct

• Policy on Preservation of Documents

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledgeand ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed andthere are no material departures;

(b) The Directors have selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of this Act for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis; and

(e) The Directors have devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.

(f) The Directors have laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and were operating effectively.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy forselection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policyis attached herewith as “Annexure-C”.

2015-2016


Directors’ Report

DECLARATION BY AN INDEPENDENT DIRECTOR

The Independent Directors have submitted their declarations of independence, as required pursuant toprovisions of section 149(7) of the Act, stating that they meet the criteria of independence as provided in sub-section (6).

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performanceevaluation of its own performance, the directors individually as well as the evaluation of the working of itsCommittees.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The current composition of the Board of Directors of the Company is as under:-

S. No. DIN NAME OF DIRECTOR DATE OF APPOINTMENT

1. 00507943 Ms. Divya Seengal 15th November, 2010

2. 00508054 Mr. Kanad Kashyap 28th December, 2015

3. 02179776 Mr. Anil Kumar 30th September, 2008

4. 02182275 Mr. Siddharth Seengal 12th January, 2011

RETIRE BY ROTATION

Independent Directors are not liable to retire by rotation. Mr. Siddharth Seengal, Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Mr. Sharad Panwar resigned from the Post of Company Secretary & Compliance Officer of the Companyw.e.f 15th July, 2015 and Ms. Shefali Goel was appointed as the Company Secretary & Compliance Officerw.e.f 20th October, 2015.

Due to some unavoidable reasons, Ms. Shefali Goel was not in position to devote her time to the affairs of theCompany. Accordingly, she submitted her resignation to the Company on 30th January, 2016 and Ms. GarimaMunjal was appointed as the Company Secretary & Compliance Officer w.e.f 12th February, 2016.

Mr. Kanad Kashyap stepped down from the position of Independent Director on 20th October 2015, and wasappointed as the Additional Director of the Company w.e.f 28th December, 2015 who holds the office till thedate of ensuing Annual General Meeting. His appointment as Director of the Company is being confirmed atthe ensuing Annual General Meeting subject to your approval.

SIGNIFICANT AND THE MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the goingconcern status of the Company and its future operations.

RISK MANAGEMENT POLICY

Risks are events, situations or circumstances which may lead to negative consequences on the Company’sbusiness. Risk management is a structured approach to manage uncertainty. A formal enterprise wide approachto Risk Management is being proposed to be adopted by the Company and key risks will now be managedwithin a unitary framework.

The Company regularly maintains a proper check in normal course of its business regarding the RiskManagement. At present, the Company has not identified any element of risk which may threaten the existenceof the Company.

2015-2016


Director’s Report

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to commensurate with the size, scale and complexityof its operations, to safeguard and protect from loss, unauthorized use or disposition of its assets. All thetransactions are properly authorized, recorded and reported to the Management. The Company is followingall the applicable Accounting Standards for properly maintaining the books of accounts and reporting financialstatements.

The management monitors and evaluates the efficacy and adequacy of internal control system in the Company,its compliances with operating systems, accounting procedures and policies. Based on the report of internalaudit function, process owners undertake corrective action in their respective areas and thereby strengthenthe controls.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Provision of CSR as required by the Companies Act, 2013 is not applicable to the Company, as theCompany does not meet the basic criteria of the applicability of the relevant provision. However, the Companyis committed to operate and grow in a socially responsible way.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE), Delhi Stock Exchange(DSE) and Madhya Pradesh Stock Exchange (MSE). The annual listing fee for the year 2016-17 has beenpaid within the prescribed time period.

VIGIL MECHANISM POLICY

The Company has a vigil mechanism policy to deal with any instance of fraud and mismanagement. Theemployees of the Company are free to report violations of any law, rules, regulations and concerns aboutunethical conduct to the Audit Committee under this policy. The vigil mechanism policy aims for conductingthe affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrityand ethical behavior. The policy ensures that strict confidentiality is maintained whilst dealing with the concernsand also that no discrimination with any person for a genuinely raised concern.

CODE OF CONDUCT

The Company has adopted a Code of Conduct for its Members and Senior Management Personnel in thecourse of day to day business operations of the Company. The code of conduct has also been posted on theofficial website of the Company.

The Declaration by the Managing Director of the Company regarding compliances with the Code of Conductfor Members and Senior Management is annexed with the Corporate Governance Report.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace. A policy has been adopted in line withthe Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and therules framed there under. During the year, no complaints pertaining to sexual harassment were received.

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance is given separately and forming part of this report along with certificateregarding the Non Applicability of Corporate Governance under Regulation 27(2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015 is attached herewith.

PARTICULARS OF EMPLOYEES

During the period under consideration, no employee of the Company was in receipt of remuneration exceedingthe sum prescribed under section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 attached herewith as “Annexure D”.

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MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report on the performance, industry trends and other material changeswith respect to the Company is given separately forming part of this report.

INVESTOR RELATION

The Company always endeavors to keep timely response to shareholder’s request/grievances. Priority isaccorded to address all the issues raised by the Stakeholder’s and provide them with satisfactory replies atthe earliest. The Stakeholder Relationship Committee (earlier Shareholder’s and Investor Grievancescommittee) of the Board meets periodically and review the status of investor’s grievances.

COMPANY’S WEBSITE-REJUVENATED

Company’s official website has been revived in such a way to be a center of information. It demonstrates allthe relevant information relating to the Company, its story of growth, achievements till date, information of thecore business and also an Investor relation corner, for existing and prospective investors/shareholders etc.

The new website of the Company is trendier and more users friendly, it is prepared keeping in mind thelayman ship 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 that tookplace in the Company.

ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation for the assistance, cooperation and valuable supportprovided to the Company by Customers, Vendors, Banks & Financial Institutions and hope to continue toreceive the same in future.

Your Directors also record their appreciation for the commitment and dedication of the employees of theCompany at all levels.

The Board of Directors also places on record their gratitude to the shareholders of the Company for theircontinued support to and confidence in the management of the Company.

By order of the Board FOR TOTAL HOSPITALITY LIMITED

Sd/- Sd/-Divya Seengal Kanad Kashyap

Place : Gurgaon Managing Director DirectorDate : 29th August, 2016 DIN: 00507943 DIN: 00508054

Directors’ Report

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Annexure-A

Form No. MGT-9EXTRACT OF ANNUAL RETURN

as on Financial Year ended on 31st March, 2016of

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] 24th June, 1982

3. Name of the Company TOTAL HOSPITALITY LIMITED

4. Category / sub-category of the Company Company Limited by Shares

5. Address of the registered office & contact Saanvi Restaurant, Narsinha Vihar, Katulbod,details Bhilai, Chhattisgarh-490020

6. Whether listed Company Yes

7. Name, Address & contact details of the Beetal Financial & Computer Services PrivateRegistrar & Transfer Agents, if any. Limited, Beetal 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

None

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

S. N0. Name and Holding / % ofAddress of the CIN Subsidiary/ shares

Company Associate held

None

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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 at the end %Shareholders the beginning of the year of the year during

Changetheyear

Demat Physical Total % of Demat Physical Total % ofTotal Total

Shares Shares

(A) Shareholding of Promoter and Promoter Group

(1) Indian

Individual/HUF 9,95,850 500 9,96,350 12.36 7,55,650 0 7,55,650 9.37 (2.99)

Central Govt. 0 0 0 0 0 0 0 0 0

State Govt. (s) 0 0 0 0 0 0 0 0 0

Bodies Corp. 5,90,000 0 5,90,000 7.32 5,90,000 0 5,90,000 7.32 0

Banks / FI 0 0 0 0 0 0 0 0 0

Any Other…. 0 30,120 30,120 0.37 0 0 0 0 0

Sub-total A(1) 15,85,850 30,620 16,16,470 20.05 13,45,650 0 13,45,650 16.69 (2.99)

(2) Foreign

NRIs - Individuals 0 0 0 0 0 0 0 0 0

Other – Individuals 0 0 0 0 0 0 0 0 0

Bodies Corp. 0 0 0 0 0 0 0 0 0

Banks / FI 0 0 0 0 0 0 0 0 0

Any Other…. 0 0 0 0 0 0 0 0 0

Sub-total A(2) 0 0 0 0 0 0 0 0 0

Total shareholding

(A) [A(1)+A(2)] 15,85,850 30,620 16,16,470 20.05 13,45,650 0 13,45,650 16.69 (2.99)

(B) Public Shareholding

(1) Institutions

Mutual Funds/UTI 0 1,19,500 1,19,500 1.48 0 1,19,500 1,19,500 1.48 0

Financial Institutions/

Banks 0 0 0 0 0 0 0 0 0

Venture Capital fund 0 0 0 0 0 0 0 0 0

Insurance Companies 0 0 0 0 0 0 0 0 0

FIIs 0 0 0 0 0 0 0 0 0

Foreign Venture

Capital Investors 0 0 0 0 0 0 0 0 0

Qualified Foreign

Investor 0 0 0 0 0 0 0 0 0

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Others (specify)-

Foreign Financial

Institution 0 0 0 0 0 0 0 0 0

Sub-total B (1) 0 1,19,500 1,19,500 1.48 0 1,19,500 1,19,500 1.48 0

(2) Central Government / State Government / President of India

Central/ State Govt (s) 0 0 0 0 0 0 0 0 0

Sub-total B (2) 0 0 0 0 0 0 0 0 0

(3) Non-Institutions

Bodies Corp. 36,56,120 51,400 37,07,520 45.98 32,91,085 66,800 33,57,885 41.64 (4.34)

Individuals-Hold up

to 1 lakh (Nom Value) 2,14,600 23,52,610 25,67,210 31.84 4,71,800 22,82,410 27,54,210 34.15 2.31

Individuals-Hold above

1 lakh[(Nom Value) 36,100 13,600 49,700 0.62 2,89,156 27,220 3,16,376 3.92 3.30

Others (specify)-

(a) Clearing Member 2,000 0 2,000 0.02 43,579 0 43,579 0.54 0.52

(b) HUF 1000 0 1000 0.01 1,26,200 0 1,26,200 1.57 1.56

Sub-total B(3) 39,09,820 24,17,610 63,27,430 78.47 42,21,820 23,76,430 65,98,250 81.83 3.36

Total shareholding

(B) [B(1)+B(2)+B(3)] 39,09,820 25,37,110 64,46,930 79.95 42,21,820 24,95,930 67,17,750 83.31 3.36

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

Shares held by

Custodians 0 0 0 0 0 0 0 0 0

Total

shareholding (C) 0 0 0 0 0 0 0 0 0

GRAND

TOTAL (A+B+C) 54,95,670 25,67,730 80,63,400 100 55,67,470 24,95,930 80,63,400 100 0

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

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(ii) Shareholding of Promoters:

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

beginning of if any the yearthe year

1. Divya Seengal 5,81,850 5,81,850 7.22

2. Seengal capital Advisors 5,90,000 5,90,000 7.32

Private Limited

3. Siddharth Seengal 4,13,800 (2,40,000) 1,73,800 2.16

4. Deepak Grover 200 (200) – –

5. Rashmee Seengal 500 (500) – –

6. Suresh Kumar 20 (20) – –

7. Suresh Kumar 30,100 (30,100) – –

GRAND TOTAL 16,16,470 13,45,650 16.69

(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 of the 16,16,470 20.05 16,16,470 20.05year

At the End of the year 13,45,650 16.69 13,45,650 16.69

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

Sr. Name of the Shareholding Additions, Shareholding % of totalNo. Shareholder at the if any at the shareholding

beginning of end of thethe year year

1. Abjit Mercantile Private Limited 19,90,000 17,000 20,07,000 24.89

2. Ashesh Multimedia Private Limited 4,15,993 – 415,993 5.16

3. Nakisha Multimedia Private Limited 3,35,836 3,35,836 4.16

4. Shreni Shares Private Limited 1,78,491 1,78,491 2.21

5. Byju Chandrasekharan Nair 1,33,886 1,33,886 1.6604

6. Indian Bank 1,19,500 1,19,500 1.482

7. Vadilal R. Shah HUF 82,500 82,500 1.0231

8. Comfort Securities Limited 70,590 70,590 0.8800

9. Ashiana Fincap Private Limited 50,793 50,793 0.6300

10. Bhansali Value Creations Private 50,000 50,000 0.6200Limited

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(v) Shareholding of Directors and Key Managerial Personnel:

Sl. No. Name of the Shareholding at Additions / Shareholding atShareholding the beginning of Deductions, the end of the year

the year if any

1. Divya Seengal 5,81,850 – 5,81,850

2. Siddharth Seengal 4,13,800 (2,40,000) 1,73,800

V. INDEBTEDNESS (All figures in Rs.)

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 5,944,010 Nil 5,944,010

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 Indebtednessduring the Financial Year Nil Nil Nil Nil

Addition Nil Nil Nil Nil

Reduction

Net Change Indebtedness atthe 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 5,944,010 Nil 5,944,010

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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

1. Ms. Divya Seengal Managing Director Rs.1,00,000

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. Sharad Panwar Company Secretary & Rs. 3,00,000Compliance Officer

2. Shefali Goel Company Secretary & Rs. 4,32,000Compliance Officer

3. Garima Munjal Company Secretary & Rs. 3,00,000Compliance Officer

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

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ANNEXURE BSECRETARIAL AUDIT REPORT

For the Financial Year Ended on 31st March, 2016(Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 ofthe Companies (Appointment and Remuneration Personnel) Rules, 2014)

To,The Board of Directors,Total Hospitality Limited,Saanvi Restaurant, Narsinha Vihar,Katulbod, Bhilai, Chattisharh-490020

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherenceto good corporate practices by M/s. Total Hospitality Limited (hereinafter called the Company). SecretarialAudit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of Total Hospitality Limited of books, papers, minute books, forms and returns filedand other records maintained by the Company and also the information provided by the Company, its officers,agents and authorized representatives during the conduct of secretarial audit, I hereby report that in myopinion, the Company has, during the audit period ended on 31st March, 2016, generally complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained byTotal Hospitality Limited (“the Company”) for the period ended on 31st March, 2016 according to theprovisions of:

(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 (Prohibition 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 Transfer Agents)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;

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(vi) Other and Industry Specific Laws applicable to the Company as per the representations made by theManagement.

I 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 the Stock Exchanges.

During the period under review and as per the explanations and representations made by themanagement and subject to clarifications given to me, the Company has complied with the provisionsof the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except the followingnon-compliances under the Companies Act, 2013.

a. No Appointment of Independent Directors as required by Section 149(1) read with Companies(Appointment and qualification of Director) Rules, 2014

b. No Appointment of Chief Financial Officer as required by Section 203 read with Companies(Appointment and qualification of Director) Rules, 2014

c. The Audit committee as required by section 177 of the Companies Act, 2013 read with relevantrules and also remuneration and nomination committee and stakeholder relation committee havenot been constituted.

I further report that, having regards to the compliance system prevailing in the Company and on examinationof the relevant documents and records in pursuance thereof, on test8-check basis, the Company has compliedwith the laws applicable specifically to the Company.

I further report that:

� The Board of Directors of the Company is not duly constituted with proper balance of Executive Directors,Non-Executive Directors and Independent Directors as requisite Independent Director has not beenappointed. The changes in the composition of the Board of Directors that took place during the periodunder 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 atthe meeting.

� All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in theminutes of meetings of the Board of Directors or Committee of the Board of Directors or Committee of theBoard as the case may be.

I further report that as represented by the Company and relied upon me there are adequate systems andprocesses in the Company commensurate with the size and operations of the Company to monitor and ensurecompliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period of the Company has not done anything which has major bearing onthe Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.referred to above.

Sd/-Sanjeev Sharma

Place: Panchkula Company SecretaryDate : 10th August, 2016 FCS No. 3789 COP No.: 4047

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This report is to be read with our letter of even date which is annexed as ‘Annexure A’ and forms an integralpart of this report.

ANNEXURE-A

ToThe MembersM/s. Total Hospitality Limited

Our Secretarial Audit Report of even is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Myresponsibility is to express as opinion on these secretarial records based on my audit.

2. I have followed the audit practices and process as were appropriate to obtain reasonable assuranceabout the correctness of the contents of the secretarial records. The verification was done on test basisto ensure that correct facts are reflected in secretarial records. I believe that the process and practices,I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of theCompany.

4. Where ever required, I have obtained the Management representation about the compliance of laws,rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards isthe responsibility of management. My examination was limited to the verification of procedures on testbasis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of theefficacy or effectiveness with which the management has conducted the affairs of the Company

Sd/-Sanjeev Sharma

Place: Panchkula Company SecretaryDate : 10th August, 2016 FCS No. 3789 COP No.: 4047

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ANNEXURE- CREMUNERATION POLICY

OBJECTIVEThe remuneration policy as suggested by the Nomination and Remuneration committee is designed in a wayto attract, motivate and retain the Directors, Key Managerial Personnel and senior management of the Companywho are the drivers of success and helps in running the organization successfully. Some of the objectives ofthe policy are laid down below:� To guide the Board in relation to the appointment and removal of Directors & Key Managerial Personnel.

Senior Management employees may also be appointed/ removed based on the criteria & guidelinesmentioned in this Policy.

� To evaluate the performance of the Independent Directors and the Board.� To assist the Board in fulfilling the responsibilities.� To lay out remuneration principles for employees linked to their effort, performance and achievement

relating to the Company’s goal.� To retain, motivate and promote talent and to ensure long term sustainability of talented managerial

persons and create competitive advantage.� To ensure compliances and maintain high standards to governanceCONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEEThe Board has constituted the “Nomination and Remuneration Committee” of the Board on 13th August,2014. This is in line with the requirements under the Companies Act, 2013.The Board has authority to reconstitute this committee from time to timePOLICYThe remuneration policy provides for the following:� Criteria for determining Qualifications, Positive Attributes & Independence of the Directors and KMP.� The basis for determining the remuneration of the Directors, KMP’s and other senior managerial personnel

are:� Responsibilities & obligations of the personnel� Strategies followed & successfully implemented� Performance of the Company� In-depth knowledge & skills required for the job

The Company’s Remuneration policy is a comprehensive policy which is competitive, in consonance with theindustry practices and is directed towards rewarding performance based on review of achievements periodically.The policy aims at attracting and retaining high caliber talent and ensures equity, fairness and consistency inrewarding the employees. 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. It ensuresthat all employees know what is expected of them in their job and are able to measure their performance.TheCompany endeavors to attract, retain, develop and motivate high performance workforce.The Chairman, Managing Director and the Whole Time Director are paid remuneration as approved by theBoard of Directors on the recommendation of the Nomination & Remuneration committee.

ANNEXURE- DDetails under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014

S.NO NAME DESIGNATION REMUNERATION1. Shefali Goel Company Secretary & Compliance Officer Rs. 4,32,0002. Kapil Bhardawaj Accountant Rs. 3,36,0003. Sharad Panwar Company Secretary & Compliance Officer Rs. 3,00,0004. Garima Munjal Company Secretary & Compliance Officer Rs. 3,00,0005. Manish Gulati Sale Executive Rs. 2,20,8006. Chetan Sharma Accountant Rs. 1,92,000

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MANAGEMENT DISCUSSION & ANALYSIS REPORT

OVERVIEW

Diabetes continues to be a major healthcare problem, fueling markets for insulin, hypoglycemic 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 marketrecovery as 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 continueson 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 poor care. There are practically no nurse educators or diabeticcounselors, no podiatrists (foot experts) and very few dieticians which means that the treating doctor has nosupport and has to take the entire burden of caring for these patients. The patients’ inability/unwillingness topay 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 are 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.

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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 activityand 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

Total Hospitality Ltd. has decided to set up state-of-the-art Dialysis and Diagnostic & Imaging Centres, ElectronicMedical Records (EMR) and a Super Specialty Hospital in Kigali, Rwanda.

The Company has plans to set-up most-modern, state-of-the-art Diabetes Centers in next 6 months in Djiboutiand a centralized modern automatic Pathology Laboratory.

The Company is also working on the concept to provide “Care at Your Door Step” facility for elderly & disabledpatients

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 organization’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.

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CORPORATE GOVERNANCE REPORT

(“THL”) is always committed to sound corporate practices based on conscience, openness, fairness,professionalism and accountability paving the way in building confidence among all its stakeholders for achievingsustainable long term growth and profitability. In accordance with Regulation 27 of SEBI (Listing Obligationsand Disclosure Requirements), Regulations, 2015 the report contains details of corporate governance systemsand processes at Total Hospitality Limited (“THL”) along with Certificate regarding the Non-Applicability ofCorporate Governance.

COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

THL’s philosophy on Corporate Governance is embedded in the rich legacy of ethical governance practices,most of which were implemented before they were mandatorily prescribed. Integrity, transparency, accountabilityand compliance with laws which are the columns of good governance are cemented in the Company’s robustbusiness practices to ensure ethical and responsible leadership both at the Board and at the Managementlevel. The Company has implemented and continuously improved upon its various Corporate Governancepractices over the years. This includes, like the appointment of professionals from diverse fields of businesson the Company’s Board of Directors, prior intimation of date of Board Meetings which are convened atfrequent intervals, constitution of various Committee of Directors, attendance of Directors at General Meetings,dissemination of price sensitive information in a transparent and fair manner.

THL aims not only in its own growth but also in maximization of benefits of the shareholders, employees,customers, government and also the general public at large. For this purpose the Company continuouslystrives to improve its level of overall efficiency through good corporate governance, which envisagestransparency, professionalism and accountability in all its operations.

Corporate Governance at THL is an ongoing process and the Company continuously strives to improve uponits practices in line with the changing demands of the business environment.

In line with the above philosophy, the Company continuously strives for excellence through adoption of bestgovernance and disclosure practices.

BOARD OF DIRECTORS

The THL’s Board plays a pivotal role in ensuring that the Company runs on sound and ethical businesspractices. It is an apex body appointed by the shareholders. Directors occupy dual responsibility, i.e., of anAgent & Fiduciary. The Board of Directors along with its Committees provide leadership and guidance to theCompany’s management and also direct, supervise and control the performance of the Company.

The Board of the Company presently consists of Four (4) Directors comprising of One (1) Managing Directorand Three (3) Non-Executive Directors. The Non-Executive Directors comprises of One (1) IndependentDirector and Two (2) Non-Independent Directors. The Independent Director(s) have confirmed that they meetthe ‘independence’ criteria as mentioned under Section 149 of the Companies Act, 2013.

The current composition of the Board as on 31st March, 2016 is as under:

S.NO DIN Name of the Director Designation

1. 00507943 Ms. Divya Seengal Managing Director

2. 00508054 Mr. Kanad Kashyap Additional Director

3. 02179776 Mr. Anil Kumar Independent Director

4. 02182275 Mr. Siddharth Seengal Director

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NUMBER OF BOARD MEETINGS

During the year under review, the members of the Board have met 8 (Eight) times to review, discuss anddecide about the activities of business of the Company. The dates of the meetings are 5th June, 2015, 3rd

August, 2015, 14th August, 2015, 20th October 2015, 13th November, 2015, 7th December, 2015, 28th December,2015, 12th February, 2016.

*The maximum time-gap between any two consecutive meetings did not exceed four months.

DIRECTOR’S ATTENDANCE AND DIRECTORSHIP HELD

The composition of the Board, their attendance at Board Meetings held during the year and at the last AnnualGeneral Meeting, number of directorships and committee memberships/chairmanships held by them in otherCompanies is given below:

Name of Category Directorships* No. of Board Whether Committee*Director and Meetings attended

DIN attended in Last AGM Member Chairmanthe year

Ms. Divya Executive Six 8 Yes Nil NilSeengal Director(00507943)

Mr. Kanad Non-ExecutiveKashyap Director Four 8 Yes Nil Nil(00508054)

Mr. Anil Kumar Non-Executive Two 8 Yes Nil Nil(02179776) Independent

Director

Mr. Siddharth Non-Executive Two 8 Yes Nil NilSeengal Director(02182275)

Other than Ms. Divya Seengal and Mr. Siddharth Seengal, who holds 5,81,850 and 1,73,800 sharesrespectively, no other Director holds any shares in the Company.

* Committee for this purpose means Audit Committee and Stakeholder Relationship Committees (previouslyShare Transfer and Investors’ Grievance Committee)

* All Companies, whether listed or not excluding foreign Companies.

* Mr. Kanad Kashyap resigned from the position of Independent Director on 20th October, 2015 and wasappointed as an Additional Director on 28th December, 2015

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 the Company,including the information required as per the Listing Agreement/ Listing Regulation is made available to theBoard.

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

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

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COMMITTEES OF THE BOARD OF DIRECTORS

The Board functions either as a full Board or through its various committees constituted to oversee specificoperational areas. The Board of Directors and its committees meet at regular intervals. All decisions pertainingto the constitution of Board Committees, appointment(s) of its members and fixation of terms of reference ofthe committees is taken by the Board of Directors.

The Board has constituted various committee’s as given below:

� Audit Committee

� Remuneration Committee (Reconstituted as Nomination and Remuneration committee)

� Investor’s Grievances and Securities Transfer Committee (Reconstituted as Stakeholder RelationshipCommittee)

AUDIT COMMITTEE

The terms of reference of the Audit Committee have been formulated in line with the requirement of Section177 of the Companies Act, 2013 and the rules framed there under.

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

� Review Company’s financial reporting process and the disclosure of its financial information to ensurethat the financial statement is correct, sufficient and credible and also to examine the financial statementand the auditor’s report thereon;

� Review with the management the quarterly financial statements before submission to the Board forapproval.

� Reviewing with the management, statutory auditors and the internal auditors about the nature and scopeof audit and of the adequacy of internal control system.

� Recommending to the Board, the appointment, re-appointment, terms of appointment/re-appointment,fixation of audit fees and, if required, the replacement or removal of the Auditor;

� Discussion with Internal Auditors of any significant findings and follow up there on;

� Evaluation of internal financial controls and risk management systems;

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

� Disclosure of Contingent liabilities.

� Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading thefinance function or discharging that function) after assessing the qualifications, experience and background,etc. of the candidate;

� Reviewing the findings of any internal investigations by the Internal Auditors into matters where there issuspected fraud or irregularity or a failure of internal control systems of a material nature and reportingthe matter to the Board;

� Carrying out any other function as may be assigned to the Committee by the Board from time to time;The current composition of Audit Committee of the Board of Directors is as under:

S. No. Name of Member Designation Position in Committee

1 Mr. Kanad Kashyap Independent Director Chairman

2 Mr. Siddharth Seengal Non-Executive Director Member

3 Mr. Anil Kumar Independent Director Member

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The Company Secretary of the Company acts as Secretary of the Committee. A representative of theStatutory Auditors is invited as required. All the members of the committee possess financial andaccounting knowledge. The minutes of the meetings of Audit Committee are placed before the Board.

During the financial year 2015-16, Two Audit Committee meetings were held on 05th June, 2015 and03rd August, 2015.

ATTENDANCE RECORD

Name of the Member Status No. of Meetings held No. of Meetings attended

Mr. Kanad Kashyap Chairman 2 2

Mr. Siddharth Seengal Member 2 2

Mr. Anil Kumar Member 2 2

During the year under review, Mr. Kanad Kashyap resigned from the position of Independent Director on 20th

October, 2015 and was appointed as an Additional Director on 28th December, 2015.

NOMINATION AND REMUNERATION COMMITTEE

During the year under review, the nomenclature of Remuneration Committee was changed to “Nominationand Remuneration Committee” as required under the provisions of Section 178 of the Companies Act,2013.

Brief terms of reference of Nomination and Remuneration Committee are as under:

� Formulation of criteria for evaluation of Independent Directors and the Board;

� Identifying persons who are qualified to become Directors and who may be appointed in senior managementin accordance with the criteria laid down, and recommend to the Board their appointment and removal.

� Formulation of the criteria for determining qualifications, positive attributes and independence of a Directorand recommend to the Board a policy, relating to the remuneration of the Directors, key managerialpersonnel and other employees;

During the year under review, the committee met once i.e on 20th October, 2015.

The composition of the Nomination and Remuneration Committee and number of meetings attended bythe Members during the year are given below:

Name Number of Remuneration Number of RemunerationCommittee Meeting (s) held Committee Meeting (s)

during the Year Attended

Mr. Kanad Kashyap 1 1

Mr. Siddharth Seengal 1 1

Mr. Anil Kumar 1 1

The minutes of the Meeting of Nomination & Remuneration Committee forms part of the documents placedbefore the Meetings of the Board.

During the year under review, Mr. Kanad Kashyap resigned from the position of Independent Director on 20th

October, 2015 and was appointed as an Additional Director on 28th December, 2015. Thereafter, the committeemeetings could not be held due to lack of constitution.

REMUNERATION TO NON-EXECUTIVE DIRECTOR

Payment of sitting fees and Commission to the Non-Executive Directors for the year ended 31st March, 2016are as under:

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Name of the Director Sitting Fees Commission

Mr. Kanad Kashyap Nil Nil

Mr. Siddharth Seengal Nil Nil

Mr. Anil Kumar Nil Nil

STAKEHOLDER RELATIONSHIP COMMITTEE

The 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.The Committee was constituted by the Board of Directors to specifically looks into the Redressal of Shareholdersand Investors complaints like transfer/transmission of shares, non-receipt of Annual report, etc. In other words,the scope, compliances & functions of the Stakeholder Relationship committee is in line with the provisions ofSection 178 of the Companies Act, 2013

The committee comprises of Four members i.e Mr. Kanad Kashyap, Mr. Siddharth Seengal, Mr. Anil Kumarand Ms. Divya Seengal. The Committee is headed by a Non-Executive Independent Director, Mr. KanadKashyap.

During the financial year 2015-2016, Five Meetings of Stakeholder Relationship Committee were held on 25th

August, 2015, 10th September, 2015, 26th September, 2015, 10th October, 2015 and 23rd November, 2015 toreview the Grievance procedures and status of pending Shareholders/ Investors grievances.

ATTENDANCE RECORD

Name of the Member Designation Status No. of Meetings Number ofheld Meetings attended

Mr. Kanad Kashyap Non- Executive Chairman 5 5Independent Director

Mr. Siddharth Seengal Non-Executive Director Member 5 5

Ms. Divya Seengal Executive Director Member 5 5

Mr. Anil Kumar Non-Executive Member 5 5Independent Director

Company Secretary is the Convener of the Meetings of the Stakeholder Relationship Committee and is theCompliance Officer of the Company.

Details of Queries/grievances/requests received and redressed by the Stakeholder Relationship Committeeduring the financial year ended 2015-16 are as follows:

Received during the year- Five

Disposed off during the year- Five

Remaining unresolved at the end of the year- NIL

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GENERAL BODY MEETINGS

The details of the last three Annual General Meetings of the Company are details given as under:

No of SpecialFinancial Year Date Time Venue Resolution

passed

2014-2015 30th September, 2015 11:00 A.M Saanvi Restaurant, NILNarsinha Vihar, Katulbod,Bhilai, Chhattisgarh-490020

2013-2014 29th September, 2014 11.30 A.M Saanvi Restaurant, ThreeNarsinha Vihar, Katulbod,Bhilai, Chhattisgarh-490020

2012-2013 25th September, 2013 12.00 P.M Saanvi Restaurant, NILNarsinha Vihar, Katulbod,Bhilai, Chhattisgarh-490020

I. Extra-ordinary General Meeting

During the financial year 2015-16, Extra Ordinary General Meeting of Members was held on 7th July,2015 to appoint M/s. Gaur Jain & Co., Chartered Accountants as the Statutory Auditor of the Companyand Appointment of Ms. Yogita as scrutinizer.

II. Postal Ballot

No resolution was passed through Postal Ballot in the Financial Year 2015-16.

SUBSIDIARY COMPANIES

The Company does not have any “Subsidiary Company” under Section 2(87) of the Companies Act,2013.

INDEPENDENT DIRECTORS

As mandated by Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, the Independent Directors of Total Hospitality Limited:

i. All are people of integrity and possesses relevant expertise and experience;

ii. Are not promoters of the Company its holding, subsidiary or associate Company;

iii. Are not related to promoters or directors of the Company, its holding, subsidiary or associate Company;

iv. Apart from receiving their remuneration, has no material pecuniary relationship with the Company, itsholding, subsidiary or associate Company, or its promoters, or directors, during the two immediatelypreceding financial years or during the current financial year;

v. Neither the Independent Directors nor any of their relatives has pecuniary relationship or transaction withCompany, its holding, subsidiary or associate Company, or its promoters, or directors, amounting to twopercent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may beprescribed from time to time, whichever is lower, during the two immediately preceding financial years orduring the current financial year;

vi. Neither the Director nor any of their relatives (s)-

A. Holds or has held the position of a key managerial personnel or is or has been an employee of theCompany, its holding, subsidiary or associate Company in any of the immediately preceding threefinancial years or in the current financial year;

B. Is or has been an employee or proprietor or a partner, in any of the immediately preceding threefinancial year of-

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• a firm of auditors or Company secretaries in practice or cost auditors of the Company or itsholding, subsidiary or associate Company; or

• any legal or a consulting firm that has or had any transaction with the Company, its holding,subsidiary or associate Company amounting to ten per cent or more of the gross turnover ofsuch firm;

C. Holds two percent or more of the total voting power of the Company; or

D. Is a chief executive or director, by whatever name called, of any non-profit organization that receivestwenty-five per cent or more of its receipts or corpus from Company, any of its promoters, directorsor its holding, subsidiary or associate Company or that holds two percent or more of the total votingpower of the Company;

E. Is a material supplier, service provider or customer or a lessor or lessee of the Company;

vii. Who is not less than 21 years of age.

SEPARATE MEETINGS OF THE INDEPENDENT DIRECTORS

As per Schedule IV of the Companies Act, 2013 and Listing Regulation, the Independent Directors are requiredto meet at least once in every financial year without the presence of Executive Directors or managementpersonnel. Such meetings are conducted informally to enable Independent Directors to discuss matterspertaining to the Company’s affairs.

During the year under review, the Independent Directors met on 14th August, 2015, inter alia, to discuss:

� The Performance of Non-Independent Directors and the Board of Directors as a whole.

� Review the Performance of the Chairman of the Company, taking into consideration the views of Executiveand Non-Executive Directors.

� Assess the quality, quantity and timeliness of flow of information between the Company, Managementand the Board that is necessary for the Board to effectively and reasonably perform their duties.

DISCLOSURES

A. Code of Conduct: The Code of Conduct has been adopted by the Company for all its Employees andBoard of Directors and the same is also hosted on the website of the Company www.totalhospitality.in. Adeclaration signed by the Managing Director to this effect is forming part of this report.

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

C. CEO/CFO Certification: As required by SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the CEO and CFO certification is provided in this Annual Report.

D. Related Party Transactions: During the year under review, there has been no related party transactioni.e. transactions of the Company of material nature with its Promoters, Directors or management or theirrelatives etc. that may have potential conflict with the interest of the Company at large. The details of therelated party transactions are disclosed in the notes to accounts forming part of this report.

E. Disclosure of Accounting treatment: The financial statements of the Company have been prepared inaccordance with the Generally Accepted Accounting Principles in India to comply with the AccountingStandards notified Section 133 of the Companies Act, 2013 (“the Companies Act”). The accounting policiesadopted in the preparation of the financial statements are consistent with those followed in the previousyear.

F. Details of Non-Compliance: The Company has complied with all the requirements of Listing Agreement/Listing Regulation entered into with the Stock Exchanges. There has been no instance of non-complianceby the Company or penalty or strictures imposed on the Company by the stock exchanges or SEBI or anystatutory authority on any matter.

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

H. Code for prevention of Insider Trading Practices: In accordance with the Securities and ExchangeBoard of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated acomprehensive Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation (“the Code”) to its management staff. The Company Secretary is the compliance officer underthe Code responsible for complying with the procedures, monitoring adherence to the rules for theprevention

I. Reconciliation of Share Capital Audit: A qualified practicing Company Secretary carries out the sharecapital audit on quarterly basis to reconcile the total issued and listed share capital with National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Board of Directorsconfirms that the total issued and paid up capital as on 31st March, 2016 is reconciled with the totalnumber of shares in physical and dematerialized form held with NSDL and CDSL. The Reconciliation ofShare Capital Audit Certificate is being submitted every quarter to the Stock Exchanges and is alsoplaced before the Board Meeting.

MEANS OF COMMUNICATION

All vital information relating to the Company and its performance, including quarterly results, official pressreleases are posted on the Company’s website i.e. www.totalhospitality.in. The quarterly and annual results ofthe Company’s performance are published in Business Standard (English) and Jan Satta (Hindi).

All material information about the Company is promptly sent through email/facsimile to the Stock Exchangeswhere the shares of the Company are listed.

GENERAL SHAREHOLDERS INFORMATION

Ensuing Annual General Meeting

Date of AGM- Friday, 30th September, 2016

Time-10:30 A.M.

Venue- Saanvi Restaurants, Narsinha Vihar, Katulbod, Bhilai, Chhattisgarh-490020

FINANCIAL CALENDER

Financial Year: 1st April, 2015 to 31st March, 2016

BOOK CLOSURE

The books will be closed from 24th September, 2016 to 30th September 2016 (both days inclusive) as annualbook closure for the Annual General Meeting.

LISTING INFORMATION

The Company’s shares are listed on the Bombay Stock Exchange Limited (BSE), Delhi Stock ExchangeLimited (DSE) and Madhya Pradesh Stock Exchange Limited (MSE). Annual Listing fees as prescribed havebeen paid to the respective Stock Exchanges.

STOCK CODE

Bombay Stock Exchange Limited: 523878

Delhi Stock Exchange Limited: 6263

ISIN Code: INE109E01013

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MARKET PRICE DATA

The reported high and low closing prices and trading volume during the year ended 31st March, 2016 on theBombay Stock Exchange are given below:

Company’s ShareMonth (2015-16) Volume ( No. of Shares)High (Rs.) Low (Rs.)

July 29.50 18.90 3,44,900

August 38.55 30.30 83,600

September 35.80 31.20 17,700

October 33.40 27.40 6,600

November 31.75 25.35 2,85,917

December 34.65 29.00 1,77,411

January 31.60 25.00 3,53,751

February 32.10 23.75 87,941

March 29.50 19.50 33,22,509

REGISTRAR AND SHARE TRANSFER AGENTS

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

SHARE TRANSFER SYSTEM

Applications for transfer of shares held in physical form are received at the office of the Registrars and ShareTransfer Agents of the Company. All valid transfers are processed and registered within 15 days from the dateof receipt.

SHAREHOLDING PATTERN AS ON 31ST MARCH, 2016:

(a) Distribution of shareholding as on 31st March, 2016

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

Upto 5000 7,692 88.39 15,12,020 18.7516

5001 TO 10000 616 7.07 5,29,784 6.5702

10001 TO 20000 237 2.72 3,59,019 4.4525

20001 TO 30000 49 0.56 1,26,281 1.5661

30001 TO 40000 22 0.25 79,297 0.9834

40001 TO 50000 27 0.31 12,77,830 1.5847

50001 TO 100000 29 0.33 21,53,150 2.6703

100001 AND ABOVE 30 0.34 51,139,010 63.4211

TOTAL 8702 100 80,63,400 100

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b) Shareholding pattern as on 31st March, 2016

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

A) Promoter Holding

Individuals 7,55,650 9.37

Bodies Corporate 5,90,000 7.32

B) Public Shareholding

Mutual Funds/ UTI 1,19,500 1.48

Bodies Corporate 33,57,885 41.64

Individual shareholders 27,54,210 34.16holding nominal sharecapital upto Rs. 1 Lac

Individual shareholders holding 3,16,376 3.92nominal share capital in excessof Rs. 1 Lac

Hindu Undivided Families 1,26,200 1.57

Clearing Members 43,579 1.02

Total shareholding of Public 67,17,750 83.31

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

DEMATERIALIZATION OF SHARES

The Company’s shares are compulsorily traded in the dematerialized form and are available for trading onboth Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL).Equity Shares of the Company representing 69.046 % of the Company’s Equity Share Capital are dematerializedas on 31st March, 2016.

OUTSTANDING GDRS/ADRS/WARRANTS OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATEAND LIKELY IMPACT ON EQUITY

The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments.

PLANT LOCATIONS

The Company is not a manufacturing unit and thus not having any Plant.

ADDRESS FOR CORRESPONDENCE

Corporate OfficeTotal Hospitality LimitedUnit No. 1004, Tower-B, 10th Floor, Millennium Plaza, Sector-27,Near Huda City Centre Metro Station, Gurgaon-122002 | Telephone: 0124-6541514Website: www.totalhospitality.in | E-mail: [email protected]

Registrar and Share Transfer AgentBeetal Financial & Computer Services Private LimitedBeetal House, 3rd Floor, 99, Madangir,Behind Local Shopping Centre, New Delhi- 11006

By order of the Board FOR TOTAL HOSPITALITY LIMITED

Sd/-Divya Seengal

(Managing Director)DIN: 00507943

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

This is to confirm that the Company has adopted code of conduct for its Board members and senior managementof 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 31st March,2016.

Sd/-

Place : Gurgaon Divya SeengalDate : 29th August, 2016 (Managing Director)

CERTIFICATE FOR NON-APPLICABILITY FOR THE CORPORATEGOVERNANCE REPORT

We, the undersigned, inform that in terms of the provisions of Regulation 15 of SEBI (Listing 0bligations andDisclosure Requirements) Regulations, 2015, the compliance with respect to the corporate governanceprovisions as specified in regulation 27(2) shall not apply, in respect of:

a. The listed entity having paid up equity share capital not exceeding rupees ten Crore and net worth notexceeding rupees twenty five Crore, as on the last day of the previous financial year.

On the basis of above information and explanations provided to us, we hereby certify that the paid up sharecapital and Net Worth of the Company is below the threshold limit as prescribed under Regulation 15 and thusRegulation 27(Z) of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015 regardingsubmission of corporate governance report to the recognized stock exchange is not applicable.

For Ranieet Pandey & AssociatesCompany Secretaries

Sd/-CS Ranjeet Pandey C.P No: 6087

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CERTIFICATION BY CFO AND MANAGING DIRECTOR

We hereby certify that:

I. We have reviewed financial statements for the year ended 31st March, 2016 and that to the best of theirknowledge and belief :

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

b. 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.

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

d. We accept responsibility for establishing and maintaining internal controls for financial reporting andthat they have evaluated the effectiveness of internal control systems of the Company pertaining tofinancial reporting and they have disclosed to the auditors and the Audit Committee, deficiencies inthe design or operation of such internal controls, if any, of which they are aware and the steps theyhave taken or propose to take to rectify these deficiencies.

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

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

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

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

For TOTAL HOSPITALITY LIMITED

Sd/- Sd/-Place :Gurgaon Divya Seengal Dharamveer RathoreDate :29th August, 2016 (Managing Director) (CFO)

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INDEPENDENT AUDITOR’S REPORTTo the Members of,

TOTAL HOSPITALITY LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of Total Hospitality Limited (“the Company”),which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss and Cash FlowStatement for the year then ended and a summary of significant accounting policies and other explanatoryinformation.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Management and Company’s Board of Directors is responsible for the matters stated in Section 134(5) ofthe Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements thatgive a true and fair view of the financial position, financial performance and cash flows of the Company in accordancewith the accounting principles generally accepted in India, including the Accounting Standards specified underSection 133 of 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 have takeninto account the provisions of the Act, the accounting and auditing standards and matters which are requiredto be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of theAct as issued by the Institute of Chartered Accountants of India. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures inthe financial statements. The procedures selected depend on the auditor’s judgment, including the assessmentof the risks of material misstatement of the financial statements, whether due to fraud or error. In makingthose risk assessments, the auditor considers internal control relevant to the Company’s preparation of thefinancial statements that give a true and fair view in order to design audit procedures that are appropriate inthe circumstances. An audit also includes evaluating the appropriateness of the accounting policies used andthe reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating theoverall presentation of the financial statements.

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the financialstatements give the information required by the Act in the manner so required and give a true and fair view inconformity 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 31st March, 2016;

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.

2015-2016


REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the order”), as Amended, issued by theCentral Government of India in terms of sub-section (11) of section 143 of the Act, we give in the“Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations, which to the best of ourknowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of accounts as required by law have been kept by the Company so faras it appears from our examination of those books;

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this reportare 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) Rules, 2014;

e) On the basis of the written representations received from the Directors, as on 31st March, 2016 andtaken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2016from being appointed as a Director in terms of Section 164(2) of the Act;

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

• The Company does not have any pending litigations which would impact its Financial position;

• The Company did not have any long-term contracts including derivative contracts; as such thequestion of commenting on any material foreseeable losses thereon does not arise;

• There has not been an occasion in case of the Company during the year under report to transferany sums to the Investor Education and Protection Fund. The question of delay in transferringsuch sums does not arise.

For GAUR JAIN & Co.Chartered Accountants

FRN: 022957N

Ankit JainPlace : Panchkula (Partner)Date : 25th July, 2016 Membership No. 509416

2015-2016


“ANNEXURE A” TO THE INDEPENDENT AUDITOR’S REPORT

Referred to in paragraph 1 under the heading “Report on Other Legal & Regulatory Requirement” of ourreport of even date to the financial statements of the Company for the year ended 31st March, 2016:

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. The Company has not granted any loans, secured or unsecured to Companies, firms, Limited LiabilityPartnerships or other parties covered in the registers maintained under Section 189 of the Act. Accordingly,the provisions of clause 3 (iii)(a) to (c) of the Order are not applicable to the Company and hence notcommented upon.

4. In our opinion and according to the information and explanation given to us, the Company has compliedwith the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, investment,guarantees and security.

5. The Company has not accepted any deposits from the public and hence the directives issued by theReserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Actand the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from thepublic are not applicable.

6. As informed to us, the maintenance of cost records has not been specified by the Central Governmentunder sub section (1) of Section 148 of the Act, in respect of the activities carried on by the Company.

7. (a) According to information and explanations given to us and on the basis of our examination of thebooks of account and records the Company has been generally regular in depositing undisputedstatutory dues including provident fund, employee state insurance, income tax, wealth tax, servicetax, sales tax, value added tax, excise duty, cess and any other statutory dues with the appropriateauthorities. According to information and explanation given to us, no undisputed amounts payable inrespect of the above were in arrears as at 31st March, 2016 for a period more than six months fromthe date on when they became payable.

(b) According to information and explanation given to us, there are no dues of income tax, sales tax,service tax, duty of customs, duty of excise, value added tax outstanding on account of any dispute.

8. In our opinion and according to the information and explanation given to us, the Company has not defaultedin the repayment of dues to banks. The Company has not taken any loan either from financial institutionsor from the government and has not issued any debentures.

9. Based upon the audit procedures performed and the information and explanations given by themanagement, the Company has not raised moneys by way of initial public offer or further public offerincluding debt instruments and term loans. Accordingly, the provisions of clause 3 (ix) of the Order arenot applicable to the Company and hence not commented upon.

10. Based upon the audit procedures performed and the information and explanations given by themanagement, we report that no fraud by the Company or on the Company by its officers or employeeshas been noticed or reported during the year.

2015-2016


11. Based upon the audit procedures performed and the information and explanations given by themanagement, the managerial remuneration has been paid or provided in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the Companies Act;

12. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of theOrder are not applicable to the Company.

13. In our opinion, all transactions with the related parties are in compliance with section 177 and 188 ofCompanies Act, 2013 and the details have been disclosed in the Financial Statements as required by theapplicable accounting standards.

14. Based upon the audit procedures performed and the information and explanations given by themanagement, the Company has not made any preferential allotment or private placement of shared orfully or partly convertible debentures during the year under review. Accordingly, the provisions of clause3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

15. Based upon the audit procedures performed and the information and explanations given by themanagement, the Company has not entered into any non-cash transactions with directors or personsconnected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to theCompany and hence not commented upon.

16. In our opinion, the Company is not required to be registered under section 45 IA of the Reserve Bank ofIndia Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to theCompany and hence not commented upon.

For GAUR JAIN & Co.Chartered Accountants

FRN: 022957N

Ankit JainPlace : Panchkula (Partner)Date : 25th July, 2016 Membership No. 509416

2015-2016


(in Rs.)

Particulars Note As at As at31st March, 2016 31st March, 2015

Revenue from operations – –Other income – –

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

––––––––––––––– –––––––––––––––Expenses: Employee benefits expense 9 9,27,337 1,339,240Other expenses 10 9,35,397 1,792,273

––––––––––––––– –––––––––––––––Total Expenses 1,862,734 3,131,513

––––––––––––––– –––––––––––––––Profit before exceptional andextraordinary items and tax (1,862,734) (3,131,513)Exceptional items – –

––––––––––––––– –––––––––––––––

Profit before extraordinary items and tax (1,862,734) (3,131,513)Extraordinary Items – –

––––––––––––––– –––––––––––––––Profit before tax (1,862,734) (3,131,513)Tax expense: (1) Current tax – –(2) Deferred tax – –

––––––––––––––– –––––––––––––––Profit (Loss) for the period from (1,862,734) (3,131,513)continuing operations Profit/(loss) from discontinuing operations – –Tax expense of discontinuing operations – –

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

––––––––––––––– –––––––––––––––Profit (Loss) for the period (1,862,734) (3,131,513)Earnings per equity share: (1) Basic (0.23) (0.39)(2) Diluted (0.23) (0.39)

As per our report of even date attachedFor GAUR JAIN & CO. For and on behalf of the BoardChartered Accountants

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

Partner (Managing Director) (Director)Membership No. 509416

Sd/- Sd/-Place : Panchkula Garima Munjal Dharamveer RathoreDate : 25th July, 2016 (Company Secretary) (CFO)

Statement of Profit & Loss for the year ended on March 31, 2016

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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 the 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 Financial Statement.

2. REVENUE RECOGNITION:

The income is accounted for on accrual basis unless referred otherwise.

3. FIXED ASSETS:

There are no Fixed Assets in the Company, hence no depreciation have been provided in the booksduring the year.

4. INVESTMENTS

Investments are stated at cost or Net realizable value, whichever is less.

5. INVENTORY VALUATION

There is no inventory in the Company as the Company has not performed any operation during the year

NOTES ON FINANCIAL STATEMENTS FOR THEYEAR ENDED 31st MARCH, 2016

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

1. SHARE CAPITAL

Particulars As at 31 March 2016 As at 31 March 2015

Number Amount Number Amount

AUTHORISED CAPITALEquity Shares of ‘Rs. 10/- each 8,200,000 82,000,000 82,000,000 82,000,000

====================================================================================ISSUED CAPITALEquity Shares of ‘Rs. 10/- each 8,063,400 80,634,000 8,063,400 80,634,000

SUBSCRIBED & PAID UP CAPITALEquity Shares of ‘Rs. 10/- each 8,063,400 80,634,000 8,063,400 80,634,000

Total 8,063,400 80,634,000 8,063,400 80,634,000

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

Particulars As at 31 March 2016 As at 31 March 2015

Number Rs. Number Rs.

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

*During the Financial Year 2014-15 new shares have been issued by the Company and susbscribed by AbjitMarchantile Pvt. Ltd. (at premium amount in Rs. 1,40,00,000/- in cash.

2015-2016


ii. Shareholders holding more than 5% shares :

Name of Shareholder As at 31 March 2016 As at 31 March 2015No. of % of No. of % of

Shares held Holding Shares held Holding

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

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

Abjit Merchantile Private Limited 2,007,000 24.89 1,990,000 24.68

Pariscope Financial Advisors Private Limited 15,89,900 19.72 15,89,900 19.72

Ashesh Multimedia Private Limited 415,993 5.16 – –

Particulars As at As at31 March 2016 31 March 2015

Rs. Rs.

2. RESERVES & SURPLUSSurplusOpening balance (66,737,883) (63,606,370)(+) Net Profit/(Net Loss) For the current year (1,862,734) (3,131,513)(+) Transfer from Reserves – –(-) Proposed Dividends – –(-) Interim Dividends – –(-) Transfer to Reserves – –Closing Balance (68,600,618) (66,737,883)Share premium 21,071,500 21,071,500

–––––––––––––––– ––––––––––––––––Total (47,529,118) (45,666,383)

====================== ======================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) 1,500 7,497(ii) Other Payables* 218,007 219,399(iii) Advance from Customers 10,000,000 10,000,000

(iv) Other Liabilities 64,094 62,761 (v) Provisions 12,000 8,200

–––––––––––––––– ––––––––––––––––Total 10,295,601 10,297,857

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


2015-2016


5. LONG TERM LOANS AND ADVANCESa. Security Deposits

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

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

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

Deposit have been settled during the financial year 2015-16.

6 CASH AND CASH EQUIVALENTSa. Balances with banks South Indian Bank 12,191 17,299

b. Cash on hand 3,388,185 5,072,946–––––––––––––––– ––––––––––––––––

Total 3,400,376 5,090,245====================== ======================

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

Advance For Projects 25,000,000 25,000,000

Advance to Kamal 15,000 30,000–––––––––––––––– ––––––––––––––––

Total 25,110,000 25,125,000====================== ======================

Advance for projects is received against the sale of property during the year and final outcome is yet to beascertained.

8 OTHER CURRENT ASSETTDS 7,739 7,739

SKD Restaurants Private Limited 4,708,331 4,708,331Naksh Media Private Limited 16,117,000 16,117,000

Prepaid Expenses 1,049 1,034–––––––––––––––– ––––––––––––––––

Total 20,834,118 21,834,103====================== ======================

9 EMPLOYEE COST(i) Salary & Wages

Salary & Wages 824,353 1,331,795Director Remuneration 100,000 _

–––––––––––––––– ––––––––––––––––Sub Total 924,353 1,331,795

====================== ====================== (ii) Staff Welfare 2,984 7,445

–––––––––––––––– ––––––––––––––––Sub Total 2,984 7,445

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

Total 927,337 1,339,240====================== ======================


Rs. Rs.


2015-2016


10 OTHER EXPENSEPower and Fuel 9,211 41,275Rent 106,424 638,544Rates & Taxes 319,563 362,646Payment to the auditor as (i) Statutory auditor 30,000 30,000 (ii) Secretarial Auditor 30,000 30,000 (iii) for taxation matters – –(iv) for other services _ –Other Expenses 440,199 719,808

–––––––––––––––– ––––––––––––––––Total 935,397 1,792,273

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

11. Related Party Disclosure

(i) 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, 2016 31st March, 2015

Advance Received SKD Restaurants Pvt. Ltd. – 1,002,094

Amount given SKD Restaurants Pvt. Ltd. – 242,134

Amount given Kanse Healthcare Limited – 400,000

(iii) Balances as at 31st March 2016

Due from Related Parties: (Amount in Rs.)

Particulars As at As at31st March, 2016 31st March, 2015

SKD Restaurants Pvt. Ltd. 4,708,331 4,708,331Kanse Healthcare Limited 95,000 95,000

––––––––––––––– –––––––––––––––Total 4,803,331 4,803,331

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



Rs. Rs.

2015-2016


Due to Related Parties:

Particulars As at As at31st March, 2016 31st March, 2015

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.

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




2015-2016


GROUPINGSOTHER PAYABLES

PARTICULARS As at 31st March 2016 As at 31st March 2015(Rs.) (Rs.)

Audit Fee Payable 30,000 30,000Electricity & Water charges payable – 3,909Salary Payable 91,088 126,612Certification charges payable 18,000 –Legal & Professional fee payable 2000 –Rent Payable-Raj Kumar Mehta – 23,945Rent Payable-Usha Mehta – 23,945Secretarial Audit Fee payable 69,308 –Stipend Payable 5,000 5,000Telephone Expenses Payable 2,611 5,988

TOTAL 218,007 219,399

RATES AND TAXESPARTICULARS As at 31st March 2016 As at 31st March 2015

(Rs.) (Rs.)

Annual/Listing Fee 249,007 181,776ROC filing fees 13,600 116,101Other Fees 56,956 64,769

TOTAL 319,563 362,646

OTHER EXPENSESPARTICULARS As at 31st March 2016 As at 31st March 2015

(Rs.) (Rs.)

Advertising & Publicity 36,977 33,488Annual Reports Printing 22,313 21,578Bank Charge 7,315 6,747Computer Repairing & Maintenance 2,750 9,750Connectivity Charges (Demat Exp.) 68,386 67,416Certification Charges 32,100 –Conveyance 6,204 39682DSC Expense 7,200 –House Keeping Expense 1,000 –Interest 827 –Kitchen Expense 1,167 –Legal & Professional Charges 33,500 79,226Maintenance & Water Expenses 475 –Miscellaneous Expenses 6,518 –News Paper Expense 2,310 –Office Maintenance 40,842 240,982Postage & Courier 45,992 24,509Prior Period items 26,091 –Printing & Stationary 7,626 13,352Reimbursement 13,497 –Software Exp 6,500 16,456Telephone Allowance 8,400 26,734Telephone purchased 7,456 1,900Telephone Exp. – 32,454Tour & Travel – 39,275Short & Excess -7 9Books and periodicals 8,300 2,465Stipend 41,915 15,618website exp 4,545 3,460Travelling and Conveyance – 44,713

TOTAL 440,199 719,808

2015-2016


PARTICULARS As at As at31st March 2016 31st March 2015

A. Cash flows from operating activitiesProfit before taxation (1,862,734) (3,131,513)Adjustments for:Depreciation – –Interest Expenses – –

––––––––––––––– –––––––––––––––Cash flow from operating activities before workingcapital changes (1,862,734) (3,131,513)

Adjustments For :Changes in Other Current Asset (15) 758,926Changes in Loan and Advance and other Assets 175,136 (24,630,000)Changes in Current Liabilities & provisions (2,257) (214,466)

––––––––––––––– –––––––––––––––(1,689,870) (27,217,053)

––––––––––––––– –––––––––––––––Net cash from operating activities (1,689,870) (27,217,053)

––––––––––––––– –––––––––––––––

Cash flows from investing activities(Purchase)/Sale of Fixed Assets – –Purchase of investment – –Sale of Investment – –

––––––––––––––– –––––––––––––––Net cash used in investing activities – –

––––––––––––––– –––––––––––––––

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 financing activities – (31,262,000)––––––––––––––– –––––––––––––––

Net Increase in Cash and cash equivalents (1,689,870) 4,044,947––––––––––––––– –––––––––––––––

Cash and cash equivalents at beginning of period 5,090,245 1,045,298––––––––––––––– –––––––––––––––

Cash and cash equivalents at end of the period 3,400,375 5,090,245

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




Cash Flow Statement for the financial year ended 31st March, 2016

2015-2016


TOTAL HOSPITALITY LIMITED (Formerly Known as Total Exports Limited)

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

Corp Office: 1004, Tower-B, Millennium Plaza, Sector-27, Gurgaon-122002Phone No.:0124-6541514

CIN: L51102CT1982PLC006773

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

Administration) Rules, 2014]

34TH ANNUAL GENERAL MEETINGName 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:...................................................................of.................................................................... having an

E Mail ID:..................................................................................................... failing him/her;

2) Name:...................................................................of.................................................................... having an

E Mail ID:..................................................................................................... failing him/her;

3) Name:...................................................................of.................................................................... having an

E Mail ID:..................................................................................................... failing him/her;whose signatures are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/ourbehalf at the 34th Annual General Meeting of the Company to be held on Friday, 30th September, 2016 at10:30 a.m. at Saanvi Restaurant, Narsinha Vihar, Katulbod, Bhilai, Chhattisgarh-490020 and at anyadjournment thereof in respect of such resolutions as are indicated below:

Resolutions Optional*Ordinary Business For Against

1. To receive, consider and adopt the Audited Balance Sheet as at31st March, 2016, the Statement of Profit and Loss Account and CashFlow Statement of the Company for the year ended on that date togetherwith the Reports of the Board of Director’s and Auditor’s thereon.

2. To appoint a Director in Place of Mr. Siddharth Seengal, who retires fromoffice by rotation and being eligible, offers himself for reappointment

3. Ratification of Appointment of Statutory Auditor and fixation of theirremuneration

SPECIAL BUSINESS4. Regularization of Mr. Kanad Kashyap Additional Director, as Director of

the Company

Signed this …………………………………. day of ………………………… 2016.

.....................…………………… …...........................………………… 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 34th 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 to vote in the manner as he/she think appropriate4. Please complete all details including detail of member(s) in above box before submission.

��

Affix1/- Rs.Stamp

2015-2016


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 Office: 1004, Tower-B, Millennium Plaza, Sector-27, Gurgaon-122002Phone No.:0124-6541514

CIN: L51102CT1982PLC006773

I hereby record my presence at the 34th Annual General Meeting held on Friday 30th September, 2016at 10:30 A.M. at the Registered Office of the Company at Saanvi Restaurants, Narsinha Vihar, Katulbod,Bhilai, Chhattisgarh-490020.

Folio No./ DP ID / Client ID:

Number of shares held:

…………….................………….. …..........…………….............…………..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 at

the Attendance Verification counter at the entrance of the Meeting Hall.

2. Electronic copy of the Annual Report for the financial year ended 31st March, 2016 and Notice of theAnnual General Meeting along with Attendance Slip and Proxy Form is being sent to all the memberswhose E-mail ID are registered with the Company/ Depository Participant unless any member hasrequested for a hard copy of the same. Members receiving electronic copy and attending the AGM canprint copy of this Attendance Slip.

3. Physical copy of Annual Report for the financial year ended 31st March, 2016 and Notice of AnnualGeneral Meeting along with Attendance Slip and Proxy Form is sent in the permitted mode(s) to allmembers whose E-mail ID are not registered or have requested for a hard copy.

��

2015-16

MAP

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