Investor Information
1. Company Info
The Company was incorporated on  May 2, 1970  under the Companies Act, 1956   as “S.B. properties and Enterprises Ltd.” and obtained the certificate of commencement of business on May 12, 1970.  The Company  changed its name to  “Indo Continental Hotels & Resorts Ltd.”   vide fresh Certificate of Incorporation dated December 11, 1987 issued by the Registrar of Companies, Rajasthan at Jaipur. The Company later changed its name to “Mansingh Hotels and Resorts Ltd.” vide fresh certificate of incorporation dated 01.05.2012 issued by the Registrar of Companies, Rajasthan at Jaipur. 
The Corporate Identification Number (CIN) of the Company is U55101RJ1970PLC001294.  The Company’s  Registered Office is  situated at Sansar Chandra Road, Jaipur-302001, Rajasthan.

2. Board of Directors
Mansingh Hotels & Resorts Ltd. (MHRL) is a professional managed Company with its Board of Directors comprising of some eminent personalities in their respective fields under the dynamic Chairmanship of  Sh. Ashok Kumar. The Board of Directors of the Company comprised of the following  persons:

 

Sr. No Name of The Director Nature of Directorship
1 Sh. Ashok Kumar Chairman
2 Sh. Ashwini Kumar Vice-Chairman and Managing Director
3 Sh. Bharath Bhushan Goyal Director
4 Sh. Pradeep Kumar Jain Director
5 Sh. Lalit Bhasin Director
6 Sh. Pramod Kumar Aggarwal Director
7 Sh. Bharat Kumar Managing Director and CEO
8 Sh. A. K. Aggarwal Whole-time Director
The Company follows the corporate governance norms and has fully functional and effective committees in place to oversee various facets of the working of the Company.
3. Investor Information
3.1 Stock Information
Listing On Stock Exchanges

The Equity shares of the Company had been listed on Jaipur and Delhi Stock Exchanges. Both these Stock Exchanges have been de-recognized by the Securities Exchange Board of India(SEBI) on 23.3.2015 and 19.11.2014 and therefore the company has ceased to be a Listed Company. As required by SEBI , Delhi Stock Exchange had taken necessary action and the Company’ Shares ,w.e.f. 13.07.2015 have been placed on the Dissemination Board of Bombay Stock Exchange.

Dematerialization Of Shares

The share of the Company are available for trading in depository systems of both NSDL and CDSL. ISN Code : INE 300CO1012 (NSDL & CDSL).

3.2 Investor Grievance Redressal cell

Shareholders/ Investors may address all their queries at any of the following address.

To Company To Registrar & Transfer Agent
The Company Secretary, Mansingh Hotels and Resorts Ltd.
2nd Floor, KCT Block, Rishyamook, 85-A,
Phone : 011-43450000
Beetal Financial & Computer (P) Ltd.
Beetal House, 3rd Floor, 99, Madangir (Behind Local Shopping Centre)
New Delhi- 110062

The Company has designated an Email ID viz. investors@mansinghhotels.com exclusively for registering complaints by the Shareholders/Investors.



MANSINGH HOTELS & RESORTS LIMITED
[CIN: U55101RJ1970PLC001294]
Registered Office: SANSAR CHANDRA ROAD, JAIPUR 302001, RAJASTHAN
Email: investores@mansinghhotels.com, Website: www.mansinghhotels.com.


NOTICE OF POSTAL BALLOT
(PURSUANT TO SECTION 110 OF THE COMPANIES ACT, 2013)

Dear Member(s),

Notice is hereby given pursuant to section 110 of the Companies Act, 2013 ('the Act') read with Rule 22 of Companies (Management and Administration) Rules, 2014 that the resolution appended below is proposed to be passed by way of postal ballot.

The Company is seeking your consent for the proposal as contained in the draft resolution. The Resolution and relevant Explanatory Statement setting out the material facts and the reasons for the Resolution are appended herewith for your consideration along with a Postal Ballot Form and a self-addressed postage prepaid envelope.

The Company has appointed Mr. Vivek Kumar, Practicing Company Secretary, to act as the 'Scrutinizer' for conducting the postal ballot process in a fair and transparent manner. The Board of Directors has appointed Mr. A.K.Aggarwal, Whole-time Director and Ms. Seema Dhanola, Company Secretary as the persons responsible for the entire postal ballot process. Members are requested to carefully read the instructions and return the Form duly completed in all respect in the enclosed self addressed, postage prepaid envelope so as to reach the Scrutinizer on or before the close of working hours 27.04.2017 at the following address:

Shri Vivek Kumar,
V. Kumar & Associates, (Company Secretaries)
T - 59, Ground Floor, Patel Nagar West,
New Delhi - 110008

DRAFT RESOLUTION:

Item No. 1: Sale, transfer, lease or otherwise dispose off or to create charge, mortgage and/or hypothecate movable or immovable assets of the company.

To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and 110(1)(a) and other applicable provisions of the Companies Act, 2013 and Rule 22 of Companies (Management & Administration) Rules, 2014 (including any amendment thereto or re-enactment thereof) and in accordance with the relevant provisions of the Memorandum and Article of Association of the Company, the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as "the Board" which expression shall also include its Committee thereof constituted by the Board in this regard) to sell, transfer, lease or otherwise dispose off or to create charge, mortgage and/or hypothecate the land, building, plant & Machinery and other movable or immovable assets (both present or future) or the whole of any or all of the following undertakings or substantially the whole of any undertakings of the Company at such time and on such terms and conditions as the Board may deem fit, in the best interest of the Company :

(i) Hotel Mansingh, Sansar Chandra Road, Jaipur , Rajasthan
(ii) Mansingh Towers, Sansar Chandra Road, Jaipur , Rajasthan
(iii) Hotel Mansingh Palace, Fatehabad Road, Agra , Uttar Pradesh
(iv) Hotel Mansingh Palace, Vaishali Nagar, Ajmer, Rajasthan
(v) Welcomhotel, Village Uchiyarda, Jodhpur, Rajasthan
(vi) MMX, Arthal, Mohan Nagar, G.T. Road, Ghaziabad, Uttar Pradesh

"RESOLVED FURTHER THAT the Board be and is hereby authorized to do and perform all such acts, matters, deeds and things, as may be necessary, without further referring to the Members of the Company, including finalizing the terms and conditions, methods and modes in respect thereof, determining the consideration and finalizing and executing necessary documents including schemes, agreements, deeds of assignment/ conveyance/ mortgage and such other documents as may be necessary or expedient in its own discretion including the power to delegate, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent and approval of the members or otherwise to the end and intent that the members shall be deemed to have given the approval thereto expressly by the authority in this resolution."

By the order of the Boar d of
Mansingh Hotels & Resorts Ltd.

Date : 27.03.2017
Place : New Delhi

(SEEMA DHANOLA)
Company Secretary
Membership Number. 49067


Notes forming part of the Notice :

1. The Notice is being sent to all the Members, whose names appear in the Register of Members/list of beneficial owners as received from the National Securities Depository Limited (NSDL)/Central Depository Services (India) Limited (CDSL) on 27.03.2017 by modes as prescribed under Companies (Management and Administration) Rules 2014.

2. The Explanatory Statement for the proposed resolution pursuant to section 102 of the Companies Act, 2013 read with section 110 of the Companies Act, 2013 setting out the material facts is annexed herewith.The self-addressed postage pre paid Envelope is addressed to the Scrutinizer appointed by the Board to the Company.

3. The Company has appointed Mr. Vivek Kumar, a Practicing Company Secretary, as a Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.

4. Members are requested to notify change in address, if any, to the Registrar and Transfer Agent of the Company, BEETAL Financial & rd Computer Services Pvt Ltd. BEETAL HOUSE, 3 Floor,99, Madangir, Behind LSC, New Delhi - 110062 email Id: beetalrta@gmail.com quoting their folio numbers.

5. The contact details of the person responsible to address the grievance connected with the postal ballot are as under:

Shri Vivek Kumar,
V. Kumar & Associates, (Company Secretaries)
T - 59, Ground Floor,Patel Nagar West,
New Delhi - 110008
Email-ld - csvivekkumar@gmail.com - Contact Number: 011- 45608952

6. The voting shall be reckoned in proportion to a Member's share of voting rights on the paid-up Equity Share Capital of the Company as on 27.03.2017.

7. As per Companies (Management and Administration) Rules, 2014, Notice of Postal Ballot along with Postal Ballot Form is being sent to the Members through courier.

8. A Member cannot exercise his vote by proxy on postal ballot.

9. The Postal Ballot Form should be completed and signed by the Member. In case of joint holding as per the signature registered with the Company/Depository Participant by the first named member and in his absence, by the next named joint holder.

10. In case a Member is desirous of obtaining a printed Postal Ballot Form or a duplicate, he or she may send a request to the company at its Registered Office or to cs@mansinghhotels.com.

11. Resolutions passed through postal ballot are deemed to have been passed at a General Meeting of the Members.

12. Incomplete, unsigned and incorrect Postal Ballot Form will be rejected. The Scrutinizer's decision on the validity of Postal Ballot shall be final.

13. The Scrutinizer will submit his report to the Chairman/Managing Director after the completion of scrutiny, and the result of the voting by postal ballot will be announced by the Chairman or Managing Director, on or before 30.04.2017, at the Registered Office of the Company and will also be displayed on the Company website viz. www.mansinghhotels.com . The date of declaration of results of the postal ballot shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

14. All the material documents referred to in the explanatory statement will be available for inspection at the Registered Office of the Company during office hours on all working days from the date of dispatch of the Notice till closing of the Postal Ballot Process.

EXPLANATORY STATEMENT - Item No. 1:

Section 180 (1) (a) of the Companies Act, 2013 provides that the Board of Directors of a Public Company shall not, except with the consent of the Company in the General Meeting transfer, sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the Company or where the Company owns more than one undertaking, of the whole or substantially the whole of any of such undertakings. Hence, to comply with the said provisions, the Company seeks the approval of members to sell, transfer, lease or otherwise dispose of or to create charge, mortgage and/or hypothecate the land, building, plant & Machinery and other movable or immovable assets (both present or future) or the whole of the undertaking or substantially the whole of any undertakings of the company at such time and on such terms and conditions as the Board may deem fit, in the best interest of the Company".

As the members are aware, the Company has established a Super Deluxe Five Star Hotel at Jodhpur, Rajasthan with a capital expenditure of over Rs.137 crores which involved debts of about Rs. 100 crores. The existing Hotels of the Company at Agra, Jaipur & Ajmer have also not been able to achieve any significant growth in the revenue and consequently there was a drop in the net profit of these hotels during last two years. The Company's Multiplex- cum-Shopping Mall, namely MMX has been closed from 1st April,2015 which has further adversely impacted on the Company's profitability. It will be observed that Company incurred a net loss (before tax) of Rs. 21.69 crores during 2015-16 and the situation for the current year is also not encouraging.

Keeping in view the mismatch between the Company's cash flows and its financial obligations in next three years the Company's Bankers had suggested to raise funds through sale or any other arrangement in respect of any unit/undertaking of the Company. The Board of Directors in their meeting held on 24.03.2017 also considered the matter and proposed to reduce the debts through funds to be raised through sale, transfer, joint venture or any other arrangement in respect of any or all of the Units/undertakings of the Company. The funds so raised are proposed to be utilized to reduce the financial obligations of the Company and to meet the other general corporate requirements. The present Resolution is to enable the Board of Directors and/or a Committee of the Board to enter into any such arrangements.

Your Directors recommend the above Resolution, as a Special Resolution for your approval.

Directors who are Members of the Company, may be deemed to be concerned or interested in this Resolution to the extent of their respective shareholding in the Company to the same extent as that of every other Member of the Company.

By the order of the Boar d of
Mansingh Hotels & Resorts Ltd.

Date : 27.03.2017
Place : New Delhi

(SEEMA DHANOLA)
Company Secretary
Membership Number. 49067

Download Postal Ballot Form