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Travel Food Services Ltd.
 
March 2016

Disclosure in board of directors report explanatory

DIRECTORS' REPORT

To

The Members,

Your Directors are pleased to present the 9th Annual Report of your Company together with the audited financial statements for the financial year ended March 31, 2016.

FINANCIAL HIGHLIGHTS:

During the financial year under review, your Company has earned a profit of Rs. 19,43,00,646 as compared to a profit of Rs.  14,13,75,994 in the previous financial year on standalone basis. Your Company has earned a profit of Rs. 36,52,96,740 on consolidated basis during the year.

The summarized financial results are as follows:

 

Standalone

Consolidated

Particulars

Financial year ended March 31, 2016.

(In Rs.)

Financial year ended March 31, 2015.

(In Rs.)

Financial year ended March 31, 2016.

(In Rs.)

 

 Revenue from Operations

1,15,28,17,098

1,04,77,71,139

5,00,56,55,443

Other Income

16,37,35,109

 6,40,00,117

4,88,78,835

Expenditure

1,01,80,10,892

89,62,23,930

4,29,91,72,749

Profit/(Loss) before tax

29,85,41,315

21,55,47,326

75,53,61,529

Provision for taxation, Current tax and deferred tax credit

10,42,40,669

 7,41,71,333

24,57,09,716

Net Profit/ (Loss) after Tax

19,43,00,646

 14,13,75,994

36,52,96,740

Profit available for Appropriation

-

-

-

Dividend including Dividend Tax

-

-

-

Transfer to General Reserve

-

-

-

Profit/(Loss) Carried forward to the Balance Sheet

19,43,00,646

14,13,75,994

36,52,96,740

DIVIDEND:

Looking at the future prospects of the Company, the Directors do not declare any dividend for the financial year.

TRANSFER TO RESERVES:

No amount was transferred to the reserves during the financial year ended 31st March, 2016.

BACKGROUND OF THE BUSINESS ACTIVITIES OF THE COMPANY:

Your Directors are pleased to inform the Members that your Company is into the business of managing and developing of Food and Beverage outlets at Chattrapati Shivaji International Airport ("CSIA"), Mumbai, Mangalore Airport, Vishakhapatnam Railway Station and on-board catering on Gatimaan Express (Delhi- Agra)

You Company also has arrangements with other brands where the outlets are operated by the brand owners (Eg. Kailash Parbat, Barista, CCD etc.) as "sub-concessionaire".

Your Company is aggressively looking at business opportunity with Indian Railways (through IRCTC) where it has been empanelled as approved vendor for IRCTC. Your Company has also  participated in Food and Beverage tenders for various travel locations.

Your Company is process of setting up Food and Beverage outlets at Pune railway station, Visakhapatnam railway station, Madurai railway station, Agra Railway Station and Lounges at  ,Howrah railway station-, Visakhapatnam railway station, Nagpur Airport .

YourDirectorsarecontinuouslylookingforavenuesforfuturegrowthofthe Company.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS:

Except as mentioned below, during the year under review the Company has not extended any loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013.

A.  DETAILS OF THE UNSECURED LOANS GIVEN TO THE FOLLOWING COMPANIES AS ON MARCH 31, 2016:

Loan given

Amount (In Rs.)

Travel Food Services (Delhi) Private Limited

14,510,000

Travel Retail Services Private Limited

68,358,964

Travel Food Services Duty Free Private Limited

1,874,303

Global Kitchens Private Limited

14,000,000

Travel Food Services Chennai Private Limited

17,521,480

Travel Food Services Kolkata Private Limited

20,281,800

B.  DETAILS OF THE GUARANTEES GIVEN AS ON MARCH 31, 2016:

(i)

Corporate Guarantee: The Company has given a corporate guarantee of Rs 140,000,000 (previous year: Rs 140,000,000) to Yes Bank Limited as security against the Credit Facilities granted by the Yes Bank Ltd to its subsidiary, Travel Food Services Chennai Private Limited. Company has also pledged 30% of its shares of Travel Food Services Chennai Private Ltd in favour of Yes Bank Limited against sanction of this credit facility.

(ii)

Corporate Guarantee: The Company has pledged 7,65,000  Equity Shares held in Travel Food Services Chennai Private Limited favour of Yes Bank Limited as security against the Credit Facilities granted by the Yes Bank Ltd to its subsidiary, Travel Food Services Chennai Private Limited.

(iii)

Corporate guarantee: Company has given a corporate guarantee of Rs 130,000,000 (previous year: Rs 130,000,000) to Yes Bank Limited as security against the Credit Facilities granted by the Yes Bank Ltd to its subsidiary, Travel Food Services Kolkata Private Limited. Company has also pledged 30% of its shares of Travel Food Services Kolkata Private Ltd in favour of Yes Bank Limited against sanction of this credit facility.

(iv)

Corporate Guarantee: The Company has pledged 7,65,000  Equity Shares held in Travel Food Services Kolkata Private Limited favour of Yes Bank Limited as security against the Credit Facilities granted by the Yes Bank Ltd to its subsidiary, Travel Food Services Kolkata Private Limited.

(v)

Performance Corporate Guarantee : Company has given Performance Corporate Guarantee of Rs 375,000,000 in favour of Mumbai International Airport Private Limited (MIAL), as a shareholder of Mumbai Airport Lounge Services Private Limited (MALS). MALS has been awarded Concessionaire Agreement to design, fit-out, finance, develop, operate, maintain and manage common use lounges at Chhatrapati Shivaji International Airport, Mumbai. This performance corporate guarantee has been issued as a continuing guarantee, for the due and punctual performance and observance by MALS of each and all of the payments, terms, conditions, covenants, warranties, undertakings, indemnities, obligations and agreements of whatever nature under and pursuant to said Concession Agreement, as and when due and in accordance with the terms thereof.

(vi)

Company has given a corporate guarantee in favour of Yes Bank Ltd, Mumbai to secure the credit facilities sanctioned by Yes Bank Limited upto Rs 350,000,000 (previous year Rs.350,000,000) in favour of Deluxe Caterers Private Limited. Company has also given security of its cash flows against this credit facility.

(vii)

Back To Back Guarantee given by the Company in favour of Deluxe Caterers Private Limited to the extent of the Corporate Guarantee being provided by Deluxe Caterers Private Limited in favour of Delhi International Airport Private Limited for License Agreement in respect of TFS Delhi-T3 Private Ltd, subsidiary of the Company.

(viii

Company has given a corporate guarantee to the extent of Rs.348,000,000 to partly secure the repayment of the credit facilities granted by Axis Bank Ltd, to Mumbai Airport Lounge Services Private Limited together with interest, cost, expenses and other charges thereon.

(ix)

Performance Corporate Guarantee given by the Company in favour of Lagardere Services Singapore Pte. Ltd. as primary obligor and not merely as surety full prompt and complete performance by Travel Retail Services Private Limited of all the obligations on its part herein contained and in case of default in the performance or observance of any of the obligations or provisions herein contained in the Franchise Agreement entered between Lagardere Services Singapore Pte. Ltd., Travel Retail Services Private Limited and Travel Food Services Private Limited.

(xi)

Bank guarantees on behalf of the Company in favor of Airport authorities and sales tax authorities aggregated Rs 8,006,005 (previous year: Rs 1,925,005)

C.  DETAILS OF THE INVESTMENTS DONE BY THE COMPANY AS ON MARCH 31, 2016:

1.Our Company holds '214,976 Equity Shares of Rs. 45.87 (USD 1 each) fully paid up (100%)  of Travel Food Services Global Private Limited, Mauritius.

2.Our Company holds '370,000 Preference Shares of Rs. 45.87 (USD 1 each) fully paid up (100%)  of Travel Food Services Global Private Limited, Mauritius.

3.  Our Company holds 10,000 Equity Shares of Rs. 10 each fully paid up (100%) of Travel Food Works Private Limited (Formerly Travel Food Services (Mumbai T2) Private Limited).

4.  Our Company holds 6,000 Equity Shares of Rs. 10 each fully paid up (60%) as the subscriber to the Memorandum of Association of in the TFS Gate Onboard Sales and Services Private Limited. The 100% value of the said investment has been provided for as a diminution other than a temporary one.

5.  Our Company holds 30,13,131 Equity Shares of Rs. 10 each fully paid up (51%) of Travel Food Services Chennai Private Limited.

6.  Our Company holds 28,57,020 Equity Shares of Rs. 10 each fully paid up (51%) of Travel Food Services Kolkata Private Limited.

7.  Our Company holds 23,52,000 Equity Shares of Rs. 10 each fully paid up (29.40%) of Travel Food Services (Delhi Terminal 3) Private Limited.

8.  Our Company holds 19,380,000 Equity Shares Rs. 10 each fully paid up (60%) of Mumbai Airport Lounge Services Private Limited.

9.  Our Company holds 10,000 Equity Shares Rs. 10 each fully paid up (100%) of Travel Food Services (Delhi) Private Limited.

10.  Our Company holds 900,000 Equity Shares Rs. 10 each fully paid up (90%) of Travel Retail Services Private Limited.

BUSINESS RISK MANAGEMENT:

The Company has in place a risk management policy. The Company's management systems, organization structure, standard operating procedures, code of conduct governs how the Company conducts the business and manages associated risks. The identification and evaluation of the business risks in the Company is carried out by the Board and its Committees.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION and REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review, no case of sexual harassment was reported.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013. The particulars of contracts and arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 is enclosed as Annexure I and forms a part of the Director's Report. 

EXTRACT OF THE ANNUAL RETURN:

The extract of the annual return as per requirements of section 92(3) of Companies Act, 2013 in Form No MGT-9 is enclosed as Annexure II and forms a part of the Director's Report.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 (as amended from time to time) during the financial year under review.

MATERIAL CHANGES AND COMMITMENTS:

The Company had entered into a licence and concessionaire agreement dated 26 July 2014 with Mumbai International Airport Private Limited (MIAL) for operation of food and beverage outlets located at Mumbai Domestic Airport whose initial expiry was on 31 July 2016. The Company has subsequently received a written letter dated 28 July 2016 from MIAL allowing an extension for continuation to operate food and beverages operations at outlets until                                     30 September 2016.

The operations with MIAL have contributed to total revenue of Rs 1,127,475,652 and profit of Rs 566,981,763 in the current year.

Vide Request For Proposal (RFP) dated 16 December 2015, MIAL has invited tender to grant a non-exclusive right to operate all the food and beverage outlets at Mumbai Domestic Airport. The Company has submitted its commercial proposal against the tender and is in the process of bidding.

Travel Food Services Private Limited has acquired 2,894,968 equity shares of Travel Food Services Chennai Private Limited from Authentic Restaurants Private Limited on May 31, 2016 for a consideration of Rs. 75,000,000. Currently Travel Food Services Private Limited is holding 5,908,099 Equity Shares in Travel Food Services Chennai Private Limited i.e. 99.99%.

Travel Food Services Private Limited has acquired 2,744,979 equity shares of Travel Food Services Kolkata Private Limited from Authentic Restaurants Private Limited on May 31, 2016  for a consideration of Rs. 35,000,000. Currently Travel Food Services Private Limited is holding 5,601,999 Equity Shares in Travel Food Services Kolkata Private Limited i.e. 99.99%.

Travel Food Services Private Limited has been alloted 1,153,800 equity shares of Mumbai Airport Lounge Services Private Limited on May 18, 2016.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134 (5) of the Companies Act, 2013 the Board of Directors of the Company confirms:-

a.that in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards have been followed and there are no material departures from the same;

b.  that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

c.that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d.  that the Directors have prepared the annual accounts on a going concern basis;

e.  the Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company; and

f.  that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A.  Conservation of energy

i)  The operations of your Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

ii)  No specific investment has been made for reduction in energy consumption.

B.  Technology absorption

i)  the efforts made towards technology absorption;- not applicable in view of the nature of activities carried on by the Company.

ii)  the benefits derived like product improvement, cost reduction, product development or import substitution; - not applicable in view of the nature of activities carried on by the Company.

iii)  in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a)  the details of technology imported;

b)  the year of import;

c)  whether the technology been fully absorbed;

d)  if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and- not applicable in view of the nature of activities carried on by the Company.

iv)  the expenditure incurred on Research and Development- not applicable in view of the nature of activities carried on by the Company.

C.  Foreign exchange earnings and outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is as follows:

 

Financial year ended  March 31, 2016

(In Rs.)

Financial year ended  March 31, 2015

(In Rs.)

Foreign exchange inflows

 2,79,61,043

2,21,05,242

Foreign exchange outgo

 60,87,435

13,70,611

PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There has been no change in the constitution in the Board of Directors during the FY 15-16.

NUMBER OF BOARD MEETINGS:

During the year under review the Board of Directors of the Company met Eight times viz. on June 9, 2015, July 3, 2015, August 13, 2015, August 19, 2015, September 22, 2015, November 30, 2015, January 13, 2016, March 1, 2016 .

 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per Section 135 of the Companies Act, 2013, a CSR committee has been formed by the Company. The Company's management is in the process of identifying activities for spending with regards to CSR for the current year.

Rs.2,850,000 was spent in FY 14-15 towards the Corporate Social Responsibility on Jijai Mahila Seva Sanstha. Details of which are as follows:

Sr. No.

CSR project or activity identified

Sector in which the project is covered

Projects or programs (1) Local area or other (2) specify the state and district where projects was undertaken

Amount outlay (budget) project or programs wise

Amount spent on the projects or programs

Sub- heads   (1) Direct expenditure on projects or programs (2) Overheads

Cumulative expenditure upto to the reporting period

Amount spent:   Direct or through implementing agency    

1.

Agro-based training for women

Promoting gender equality and empowering women

Osargaon, tal:

Kankvali dist:sindhdurg

Rs.2,850,000

Rs.2,850,000

Rs.2,850,000

Direct

 Board took note of the implementation of objects and activities sanstha during the year.

AUDITORS AND AUDIT REPORTS

STATUTORY AUDITORS

Auditors of the Company M/s. B S R and Associates, LLP, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment until the conclusion of the Annual General Meeting of the Company to be held for financial year 17-18 (subject to ratification of their appointment by the Members at every Annual General Meeting held after the ensuing Annual General Meeting).

As required under the provisions of section - 139(1) of the Companies Act, 2013, the Company has received a written consent from M/s. B S R and Associates, LLP, Chartered Accountants to their re-appointment and a certificate, to the effect that their re-appointment, if made, would be in accordance with the new Act and the Rules framed there under and that they satisfy the criteria provided in section- 141 of Companies Act, 2013. The Board recommends their appointment.

The Notes on financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report for the year under review does not contain any qualification, reservation or adverse remark.

BOARD'S COMMENT ON THE AUDITORS' REPORT:

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory.

ACKNOWLEDGEMENTS

The Directors wish to convey their sincere appreciation to all employees for their individual and collective contribution to your Company's performance. The Directors would also like to thank the Bankers and Auditors for the support that they have given to your Company.  

FOR and ON BEHALF OF THE BOARD

 

For Travel Food Services Private Limited

 

Varun Kapur

Director

(00113399)

8 The Cliff Pochkhanawala Road,

Worli, Mumbai- 400030

Sunil Kapur

Director

(00088787)

8 The Cliff Pochkhanawala Road,

Worli, Mumbai- 400030

Date: September 28, 2016

Place: Mumbai

Annexure - I to Directors' Report

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis

Name(s) of the related party and nature of relationship

 

Nature of contracts/ arrangements / transactions

 

Duration of the contracts / arrangements/ transactions

 

Salient terms of the contracts or arrangements or transactions including the value, if any

 

Justification for entering into such contracts or arrangements or transactions.

 

Date(s) of approval by the Board

 

Amount paid as advances, if any:

 

Date on which the special resolution was passed in general meeting as required under first proviso to section 188

For the year ended

31 March 2015

 

 

 

 

 

 

 

-NIL-

 

 

 

 

 

 

 

 

 

There were no contracts or transactions entered into during the year ended March 31, 2016, which were not on arms length basis.

2. Details of contracts or arrangements or transactions at arm's length basis

Name(s) of the related party and nature of relationship

 

Duration of the contracts / arrangements/ transactions

 

Nature of contracts/ arrangements / transactions and salient terms of the contracts or arrangements or transactions including the value, if any

Date(s) of approval by the Board

 

Amount paid as advances, if any:

 

Contemporary Kitchens Pvt Ltd- Related party as per section 2(76) (i)

13/12/2015

Sale of Trade Goods

Not applicable as transaction is entered in ordinary course of business and is on arms length basis

1820949

 

Deluxe Caterers Pvt. Ltd. - Related party as per section 2(76) (i)

01/04/2015- 31/03/2016

Availing of Services

Not applicable as transaction is entered in ordinary course of business and is on arms length basis

4593416

Global Kitchens (KG) LLP- Related party as per section 2(76) (i)

01/04/2015- 31/03/2016

Availing of Services

Not applicable as transaction is entered in ordinary course of business and is on arms length basis

11132

Kardar Films Private Limited- Related party as per section 2(76) (i)

01/04/2015- 31/03/2016

Rent Paid

Not applicable as transaction is entered in ordinary course of business and is on arms length basis

309000

Mumbai Airport Lounge Services Pvt. Ltd. - Subsidiary company

01/04/2015- 31/03/2016

Support Service Fees

Not applicable as transaction is entered in ordinary course of business and is on arms length basis

59321275.00

 

Mumbai Airport Lounge Services Pvt. Ltd. - Subsidiary company

01/04/2015- 31/03/2016

Sale of Asset

Not applicable as transaction is entered in ordinary course of business and is on arms length basis

103533496.00

 

Travel Food Services Chennai Private Limited- Subsidiary company

31/03/2016

Support Service Fees

Not applicable as transaction is entered in ordinary course of business and is on arms length basis

14563.00

 

Travel Food Services Chennai Private Limited- Subsidiary

01/04/2015- 31/03/2016

Sale of Asset

Not applicable as transaction is entered in ordinary course of business and is on arms length basis

58729611.00

 

Travel Food Services Kolkata Pvt. Ltd- Subsidiary

31/03/2016

Support Service Fees

Not applicable as transaction is entered in ordinary course of business and is on arms length basis

33962500.00

 

TFS Gate Onboard Sales and Services Pvt. Ltd.- Subsidiary

01/07/2015

Sale of asset

Not applicable as transaction is entered in ordinary course of business and is on arms length basis

239836.00

 

The Irish House Food and Beverages Pvt Ltd- Related party as per section 2(76) (i)

31/03/2016

Sale of Trade Goods

Not applicable as transaction is entered in ordinary course of business and is on arms length basis

442688.00

 

Pan India Food Solution Pvt Ltd- Related party as per section 2(76) (i)

 

01/04/2015- 31/03/2016

Royalty/ Franchisee Fees

Not applicable as transaction is entered in ordinary course of business and is on arms length basis

8046066.00

 

Pan India Food Solutions Pvt Ltd - Banglore- Related party as per section 2(76) (i)

 

21/01/2016

Purchase of goods

Not applicable as transaction is entered in ordinary course of business and is on arms length basis

 

Pan India Food Solutions Pvt Ltd - Banglore- Related party as per section 2(76) (i)

 

01/04/2015- 31/03/2016

Purchase of goods

Not applicable as transaction is entered in ordinary course of business and is on arms length basis

5379878.00

 

 

FOR and ON BEHALF OF THE BOARD

 

For Travel Food Services Private Limited

 

Varun Kapur

Director

(00113399)

8 The Cliff Pochkhanawala Road,

Worli, Mumbai- 400030

Sunil Kapur

Director

(00088787)

8 The Cliff Pochkhanawala Road,

Worli, Mumbai- 400030

Date: September 28, 2016

Place: Mumbai

Form AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Part "A": Subsidiaries

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

1.  Mumbai Airport Lounge Services Private Limited:

Particulars

Financial year ended March 31, 2016

(Rs.)

Share capital

323,000,000

Reserves and surplus

200,549,224

Total assets

1,196,284,897

Total Liabilities

1,196,284,897

Investments

-

Sales

1,12,65,97,146

Other Income

36,87,988

Expenditure

92,27,74,766

Profit/(Loss) before tax

20,75,10,368

Provision for taxation (Deferred Tax Credit)

73981299

Net Profit/ (Loss)  after Tax

13,35,29,069

Profit available for Appropriation

-

Dividend including Dividend Tax

-

Transfer to General Reserve

-

Profit / (Loss) Carried forward to the Balance Sheet

13,35,29,069

% of shareholding

60.00%

2. Travel Food Services Chennai Private Limited

Particulars

Financial year ended March 31, 2016. (Rs. in Lacs)

Share capital

 

590.81

 

Reserves and surplus

991.96

Total assets

3934.24

Total Liabilities

3934.24

Investments

-

Sales

9757.41

Other Income

68.15

Expenditure

8361.64

Profit/(Loss) before tax

1463.93

Provision for taxation

576.61

Deferred Tax (Credit)/Expense

(55.34)

MAT Credit

-

Net Profit after Tax

942.65

Profit/(Loss) brought forward from previous year

49.31

Profit available for Appropriation

991.97

Dividend including Dividend Tax

-

Transfer to General Reserve

-

Profit/(Loss) Carried forward to the Balance Sheet

991.97

% of shareholding

51.00%

3. Travel Food Services Kolkata Private Limited

Particulars

Financial year ended March 31, 2016. (Rs. in Lacs)

Share capital

560.20

Reserves and surplus

263.17

Total assets

2750.11

Total Liabilities

2750.11

Investments

-

Sales

5696.68

Other Income

9.05

Expenditure

5137.75

Profit/Loss before tax

567.97

Provision for taxation

172.59

Deferred Tax Credit

-27.60

Net Profit after Tax

422.98

Profit/(Loss) brought forward from previous year

(159.81)

Profit available for Appropriation

263.17

Dividend including Dividend Tax

-

Transfer to General Reserve

-

Profit/(Loss) Carried forward to the Balance Sheet

(263.17)

% of shareholding

51.00%

4. Travel Food Services (Delhi) Private Limited

Particulars

Financial year ended March 31, 2016 (In Rs.)

Share capital

100,000

Reserves and surplus

(9,728,498)

Total assets

24,637,094

Total Liabilities

24,637,094

Investments

 

Sales

-

Other Income

-

Expenditure

18,19,672

Profit/(Loss) before tax

(18,19,672)

Provision for taxation

 

Net Profit/ (Loss) after Tax

(18,19,672)

Profit available for Appropriation

-

Dividend including Dividend Tax

-

Transfer to General Reserve

-

Profit/(Loss) Carried forward to the Balance Sheet

(18,19,672)

% of shareholding

100.00%

5. Travel Retail Services Private Limited

Particulars

Financial year ended March 31, 2016 (Rs.)

Share capital

1,00,00,000

Reserves and surplus

-79650802

Total assets

144279321

Total Liabilities

144279321

Investments

-

Sales

405,048,506

Other Income

2,293,064

Expenditure

433,848,484

Profit/(Loss) before tax

(26,506,914)

Provision for taxation (Deferred Tax Credit)

-

Net Profit/ (Loss)  after Tax

(26,506,914)

Profit available for Appropriation

-

Dividend including Dividend Tax

-

Transfer to General Reserve

-

Profit/(Loss) Carried forward to the Balance Sheet

(26,506,914)

% of shareholding

90.00%

6. Travel Food Works Private Limited

Particulars

Financial year ended March 31, 2016. (In Rs.)

Share capital

 

100,000

 

Reserves and surplus

 

(120,612)

 

Total assets

250,843

Total Liabilities

250,843

Investments

-

Sales

-

Other Income

-

Expenditure

46,011

Profit/(Loss) before tax

(46,011)

Provision for taxation

-

Net Profit/ (Loss) after Tax

 (46,011)

Profit available for Appropriation

-

Dividend including Dividend Tax

-

Transfer to General Reserve

-

Profit/(Loss) Carried forward to the Balance Sheet

 (46,011)

% of shareholding

100%

7. TFS Gate Onboard Sales and Services Private Limited

Particulars

Financial year ended March 31, 2016. (Rs.)

Share capital

1,00,000

Reserves and surplus

-37262058

Total assets

10244772

Total Liabilities

10244772

Investments

-

Sales

-

Other Operating Revenue

-

Other Income

3,100,434

Expenditure

918,882

Profit/(Loss) before tax

2,181,552

Provision for taxation

387,000

Net Profit after Tax

1,794,552

Profit available for Appropriation

-

Dividend including Dividend Tax

-

Transfer to General Reserve

-

Profit/(Loss) Carried forward to the Balance Sheet

1,794,552

% of shareholding

60%

8. Travel Food Services Global Private Limited

Particulars

Financial year ended March 31, 2016. (USD)

Revenue

2,03,129

Administrative Expenses

14,771

Operating Profit

1,88,358

Share of loss of associate

-

Profit Before Tax

1,88,358

Tax Expenses

5,701

Profit for the year

1,82,657

Other Comprehensive Income for the year

-

Total Comprehensive Income for the year

1,82,657

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures as on March 31, 2016

Name of Associates/Joint Ventures

Travel Food Services (Delhi Terminal 3) Private Limited

Mumbai Airport Lounge Services Private Limited

TFS Gate Onboard Sales and Services Private Limited

 

Travel Food Services Chennai Private Limited

Travel Food Services Kolkata Private Limited

Latest audited Balance Sheet Date

March 31, 2016

March 31, 2016

March 31, 2016

March 31, 2016

March 31, 2016

Shares of Associate/Joint Ventures held by the company on the year end

23,52,000

19,380,000

6,000

3,013,131

2,857,020

No.

 

 

 

 

 

Amount of Investment in Associates/Joint Venture

3,998,400

197,940,000

[Net of provision for other than temporary diminution aggregating to Rs. 60,000 (previous year : 60,000)]

30,131,310

28,570,200

Extend of Holding %

29.40%

60%

60%

51%

51%

Description of how there is significant influence

Associate

JV

JV

JV

JV

Reason why the associate/joint venture is not consolidated

consolidated

consolidated

consolidated

consolidated

consolidated

Networth attributable to Shareholding as per latest audited Balance Sheet

2,36,21,000

549,053,815

-37262058

158,277,812

82,336,901

Profit / Loss for the year

416,64,000

144,034,260

1794552

94,265,452

42,297,913

Considered in Consolidation

YES

YES

YES

YES

YES

Not Considered in Consolidation

NA

NA

NA

NA

NA

Annexure - II to Directors' Report

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2016

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014.

I. REGISTRATION and OTHER DETAILS:

I. CIN-  U15139MH2009PTC192745    

II. Registration Date- 27/05/2009       

III. Name of the Company- Travel Food Services Private Limited

IV. Category/Sub-category of the Company- Company Limited by Shares, Indian Non Government Company

V. Address of the Registered office  and contact details- 1B, Rashid Mansion, Ground Floor, Dr. Annie Besant Road, Worli Point, Mumbai- 400018, Maharashtra, India Telephone:  022  243224322                         

VI. Whether listed company : No          

VII. Name, Address and contact details of the Registrar and Transfer Agent, if any- Bigshare Services Pvt Ltd, E-2/3, Ansa Industrial Estate, Sakivihar Road, Sakinaka, Andheri (E), Mumbai- 400 072

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

S. No.

Name and Description of main products / services

NIC Code of the Product/ service

%  to total turnover of the company

1

Sale of products

5629

90.41% 

2

Marketing and branding fees

 

9.58%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES AS ON MARCH 31, 2016 - 

S.
N0

NAME AND ADDRESS OF THE COMPANY

CIN/GLN

HOLDING/ SUBSIDIARY/ ASSOCIATE

% of  shares held

Applicable Section

1.

SNVK Properties Private Limited - 1B Rashid Mansion, Dr. Annie Besant Road, Worli, Mumbai- 400018

 U70102MH2009PTC191961

Holding Company

80.33%

 2(46)

2.

Travel Food Services Chennai Private Limited - 1B Rashid Mansion, Dr. Annie Besant Road, Worli, Mumbai- 400018

 U55101MH2013PTC249980

Subsidiary Company

51%

2(87)

3.

Travel Food Services Kolkata Private Limited - 1B Rashid Mansion, Dr. Annie Besant Road, Worli, Mumbai- 400018

 U55101MH2013PTC249957

Subsidiary Company

51%

2(87)

4.

Mumbai Airport Lounge Services Private Limited - 1B Rashid Mansion, Dr. Annie Besant Road, Worli, Mumbai- 400018

 U55101MH2013PTC249068

Subsidiary Company

60%

2(87)

5.

Travel Food Services (Delhi) Private Limited - 1B Rashid Mansion, Dr. Annie Besant Road, Worli, Mumbai- 400018

U55209MH2009PTC191485

Subsidiary Company

100%

2(87)

6.

TFS Gate Onboard Sales and Services Private Limited

1B Rashid Mansion, Dr. Annie Besant Road, Worli, Mumbai- 400018

 U55204MH2012PTC232182

Subsidiary Company

60%

2(87)

 

7.

Travel Food Services (Delhi Terminal 3)  Private Limited

 U55101DL2009PTC196639

Associate Company

29.40%

2(6)

8.

Travel Food Services Global Private Limited Mauritius

Subsidiary Company

100%

2(87)

9.

Travel Food Services (Mumbai T2) Private Limited 1B Rashid Mansion, Dr. Annie Besant Road, Worli, Mumbai- 400018

 U51109MH2008PTC187623

Subsidiary Company

100%

2(87)

10

Travel Retail Services Private Limited 1B Rashid Mansion, Dr. Annie Besant Road, Worli, Mumbai- 400018

U55101MH2009PTC191888

Subsidiary Company

90%

2(87)

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

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

 

 

 

No. of Shares held at the end of the year

 

 

 

% Change during the year

 

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

 

A. Promoters 

 

(1)Indian

 

a)Individual/ HUF

0

0

0

0

0

0

0

0

0

b) Central Govt

0

0

0

0

0

0

0

0

0

c) State Govt (s)

0

0

0

0

0

0

0

0

0

d) Bodies Corp.

-

2834862

2834862

80.33%

0

2834862

2834862

80.33%

0

e) Banks / FI

0

0

0

0

0

0

0

0

0

f)Any Other (LLP)

0

694239

694239

19.67%

0

694239

694239

19.67%

0

Sub-total (A)(1):-

-

3529101

3529101

100%

-

3529101

3529101

100%

0

(2)                 Foreign

 

a) NRIs - Individuals

0

0

0

0

0

0

0

0

0

b) Other - Individuals 

0

0

0

0

0

0

0

0

0

c). Bodies Corp

0

0

0

0

0

0

0

0

0

d) Banks / FI

0

0

0

0

0

0

0

0

0

e) 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 of Promoter  (A) = (A)(1)+(A)(2)

0

3529101

3529101

100%

0

3529101

3529101

100%

0

Public Shareholding

 

1. Institutions

 

a. Mutual Funds

0

0

0

0

0

0

0

0

0

b. Banks / FI

0

0

0

0

0

0

0

0

0

c. Central Govt

0

0

0

0

0

0

0

0

0

d. State Govt(s)

0

0

0

0

0

0

0

0

0

e. Venture Capital Funds

0

0

0

0

0

0

0

0

0

f. Insurance Companies

0

0

0

0

0

0

0

0

0

g. FIIs

0

0

0

0

0

0

0

0

0

h. Foreign Venture Capital

0

0

0

0

0

0

0

0

0

i. Others (specify)

0

0

0

0

0

0

0

0

0

Sub-total (B)(1):-

0

0

0

0

0

0

0

0

0

2. Non-Institutions

0

0

0

0

0

0

0

0

0

a) Bodies Corp.

0

0

0

0

0

0

0

0

0

i) Indian

0

0

0

0

0

0

0

0

0

ii) Overseas

0

0

0

0

0

0

0

0

0

b) Individuals

0

0

0

0

0

0

0

0

0

i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

0

0

0

0

0

0

0

0

0

ii) Individual
shareholders
holding
nominal share
capital in
excess of Rs 1
lakh

0

0

0

0

0

0

0

0

0

c) Others
(specify)

0

0

0

0

0

0

0

0

0

Sub-total (B)(2):-

0

0

0

0

0

0

0

0

0

Total Public Shareholding (B)=(B)(1)+
(B)(2)

0

0

0

0

0

0

0

0

0

C. Shares held by Custodian for GDRs and ADRs

 

Grand Total (A+B+C)

0

3529101

3529101

100%

0

3529101

3529101

100%

0

ii ) Shareholding of Promoters-

Sl. No.

Shareholder's Name

Shareholding at the beginning of the year

 

 

Share holding at the end of the year

 

 

 

 

 

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbered to total shares

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbered to total shares

% change in share holding during the year

1.

 SNVK Properties Private Limited

2834862

80.33%

0

2834862

80.33%

0

0

2.

Kapur Family Trust

694239

19.67%

0

694239

19.67%

0

Total

3529101

100%

0

3529101

100%

0

0

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


 Sl. No.

 

Shareholding at the beginning of the year

 

Cumulative Shareholding during the year

 

 

 

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

 

At the beginning of the year

35,29,101

100%

35,29,101

100%

 

Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

 

 

At the End  of the year

35,29,101

100.00%

35,29,101

100.00%

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


Sl. No.

 

Shareholding at the beginning of the year

 

Cumulative Shareholding during the year

 

 

For Each of the Top 10 Shareholders

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

 

At the beginning of the year

35,29,101

100%

35,29,101

100%

 

Date wise Increase / Decrease in  Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):

 

 

 

 

 

At the End  of the year ( or on the date of separation, if separated during the year)

35,29,101

100.00%

35,29,101

100.00%

v)Shareholding of Directors and Key Managerial Personnel: NIL

SN

For each of the Directors and KMP

Shareholding at the beginning of the year

 

Cumulative Shareholding during the year

 

 

 

No. of shares

% of total

shares of the

company

No. of shares

% of total

shares of the

company

 

At the beginning of the year

0

0

0

0

 

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):

0

0

0

0

 

At the end of the year

0

0

0

0

V) INDEBTEDNESS

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

 

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year

 

 

 

                

 

 

                

i) Principal Amount

0

0

0

0

ii) Interest due but not paid

0

0

0

0

iii) Interest accrued but not due

0

0

 

0

Total (i+ii+iii)

0

0

0

0

Change in Indebtedness during the financial year

0

0

0

0

Addition

0

0

0

0

Reduction

0

0

0

0

Net Change

0

0

0

0

Indebtedness at the end of the financial year

0

0

0

0

i) Principal Amount

0

0

0

0

ii) Interest due but not paid

0

0

0

0

iii) Interest accrued but not due

0

0

0

0

Total (i+ii+iii)

0

0

0

0

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

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

Sl No.

Particulars of Remuneration

Name of MD/ WTD / Manager

Total Amount

 

 

Mr. Varun Kapur- Executive Director

 

1

Gross salary

Rs. 1,20,00,000

Rs. 1,20,00,000

 

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

-

-

 

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

-

-

 

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

-

-

2

Stock Option

-

-

3

Sweat Equity

-

-

4

Commission
as % of profit
others, specify

-

-

5

Others, please specify

-

-

 

Total (A)

Rs. 1,20,00,000

Rs. 1,20,00,000

 

Ceiling as per the Act

NA

NA

B. Remuneration to other directors- NIL

Sl. No.

Particulars of Remuneration

Name of Directors

 

Total Amount

 

 

-----

----

 

1

Independent Directors

 

 

 

 

Fee for attending board committee meetings

 

 

 

 

Commission

 

 

 

 

Others, please specify

 

 

 

 

Total (1)

 

 

 

2

Other Non-Executive Directors

 

 

 

 

Fee for attending board committee meetings

 

 

 

 

Commission

 

 

 

 

Others, please specify

 

 

 

 

Total (2)

 

 

 

 

Total (B)=(1+2)

 

 

 

 

Total Managerial
Remuneration

 

 

 

 

Overall Ceiling as per the Act

 

 

 

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD- THE PROVISIONS RELATING TO KEY MANAGERIAL PERSONNEL ARE NOT APPLICABLE ON THE COMPANY AS PER THE COMPANIES ACT, 2013 READ WITH RELEVANT RULES MADE TEHREUNDER.

SN

Particulars of Remuneration

Key Managerial Personnel

 

 

 

 

 

CEO

Company Secretary

CFO

Total

1

Gross salary

 

 

 

 

 

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

 

 

 

 

 

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

 

 

 

 

 

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

 

 

 

 

2

Stock Option

 

 

 

 

3

Sweat Equity

 

 

 

 

4

Commission

 

 

 

 

 

as % of profit

 

 

 

 

 

others, specify

 

 

 

 

5

Others, please specify

 

 

 

 

 

Total

 

 

 

 

XII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NONE


Type

Section of 
the Companies Act, 1956 

Brief Description

 Details of Penalty /
Punishment / Compounding fees imposed  

Authority
[RD / NCLT
 / COURT]

Appeal made, if any (give
Details)

A. COMPANY

 

 

 

 

 

Penalty

 

 

 

 

 

Punishment

 

 

 

 

 

Compounding

 

 

 

 

 

B.DIRECTORS

 

 

 

 

 

Penalty

 

 

 

 

Punishment

 

 

 

 

 

Compounding

 

 

 

 

 

C. OTHER OFFICERS IN DEFAULT- NA

 

 

 

 

 

Penalty

 

 

 

 

 

Punishment

 

 

 

 

 

Compounding

 

 

 

 

 

 

FOR and ON BEHALF OF THE BOARD

 

For Travel Food Services Private Limited

 

Varun Kapur

Director

(00113399)

8 The Cliff Pochkhanawala Road,

Worli, Mumbai- 400030

Sunil Kapur

Director

(00088787)

8 The Cliff Pochkhanawala Road,

Worli, Mumbai- 400030

Date: September 28, 2016

Place: Mumbai

Description of state of companies affair

Your Directors are pleased to inform the Members that your Company is into the business of managing and developing of Food & Beverage outlets at Chattrapati Shivaji International Airport ("CSIA"), Mumbai, Mangalore Airport, Vishakhapatnam Railway Station and on-board catering on Gatimaan Express (Delhi- Agra) You Company also has arrangements with other brands where the outlets are operated by the brand owners (Eg. Kailash Parbat, Barista, CCD etc.) as "sub-concessionaire". Your Company is aggressively looking at business opportunity with Indian Railways (through IRCTC) where it has been empanelled as approved vendor for IRCTC. Your Company has also participated in Food and Beverage tenders for various travel locations. Your Company is process of setting up Food & Beverage outlets at Pune railway station, Visakhapatnam railway station, Madurai railway station, Agra Railway Station and Lounges at ,Howrah railway station-, Visakhapatnam railway station, Nagpur Airport . Your Directors are continuously looking for avenues for future growth of the Company.

Details regarding energy conservation

A. Conservation of energy: i) The operations of your Company are not energy intensive. However, adequate measures have been initiated for conservation of energy. ii) No specific investment has been made for reduction in energy consumption.

Details regarding technology absorption

B. Technology absorption: i) the efforts made towards technology absorption;- not applicable in view of the nature of activities carried on by the Company. ii) the benefits derived like product improvement, cost reduction, product development or import substitution; - not applicable in view of the nature of activities carried on by the Company. iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- a) the details of technology imported; b) the year of import; c) whether the technology been fully absorbed; d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and- not applicable in view of the nature of activities carried on by the Company. iv) the expenditure incurred on Research and Development- not applicable in view of the nature of activities carried on by the Company.

Details regarding foreign exchange earnings and outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is as follows: Financial year ended: March 31, 2016 (In Rs.) : Financial year ended March 31, 2015 (In Rs.) : Foreign exchange inflows : 2,79,61,043 : 2,21,05,242. Foreign exchange outgo : 60,87,435 : 13,70,611

Disclosures in director’s responsibility statement

Pursuant to section 134 (5) of the Companies Act, 2013 the Board of Directors of the Company confirms:- a. that in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards have been followed and there are no material departures from the same; b. that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date; c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. that the Directors have prepared the annual accounts on a going concern basis; e. the Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company; and f. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

 
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