Karnavati Club Limited

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OFFICE BEARERS
1.
Shri Jayesh H Modi
President
2

Dr. Ashish Desai

Vice President

Shri Kamlesh C Patel

Hon. Secretary

Shri Ketan B Patel

Hon. Jt. Secretary

Shri Vijay H Mehta

Hon. Jt. Secretary

BOARD OF DIRECTORS
6
Shri Ajay Thakkar
7
Shri Ajaybhai H Patel
8
Shri Ashish Amin
9
Shri Amrish J Patel
10 Shri Bhaveshkumar Patel
11 Shri Bhavesh C Patel
12 Shri Dhaval Barot
13 Shri Hasmukh G Shah (Gafabhai)
14. Shri Hitendrabhai B Patel
15. Shri Jayantibhai Jakasania
AUDITORS
Statutory Auditors -

Internal Autidtors -

Nautam R Vakil & Co.

Chartered Accountants
Ahmedabad
Ingit Modi & Associates.
Chartered Accountants
Ahmedabad.

BANKERS
YES BANK
C G Road, Ahmedabad
VIJAYA BANK
Industrial Finance Branch, Ahmedabad.
HDFC BANK LIMITED
Iscon Park, Jodhpur Cross Roads,
Ahmedabad.

16.
17
18
19
20.
21.
22
23
24
25
26
27
28
29
30.

Shri Manoj R Patel

Shri Manoj T Patel
Shri Nilesh R Desai
Shri Naginbhai G Patel
Shri Narsinhbhai G Patel
Shri Paresh N Talati
Shri Paresh N Patel
Shri Prashant J Shah
Shri Rajesh N Gandhi
Shri Rajiv K Patel
Shri Raxesh C Satiya
Shri Ronak R Jobaliya
Smt. Shadhanaben D Shah
Shri Satish S Shah
Shri Viral G Patel

CO-OPTED DIRECTOR
31 Shri Bhalabhai C Patel
32. Shri Dushyanti Shah
33. Shri Prakash Thakkar
34. Shri Rakesh M Patel
35. Shri Sunil H Talati
36. Shri Trilokbhai R Parikh

Invitee Members:
1.
Shri Bhavesh S Lakhani
2.
Shri Jagdishbhai B Patel
3.
Shri Jigish K Shah
4.
Shri Mitesh C Patel
5.
Shri Saurabh N Brahmbhatt
6.
Shri Viraj V Mehta

COMPANY LAW ADVISOR :

Shri Ashokbhai C. Gandhi
CONSULTING COMPANY SECRETARIES
M.C. Gupta & Co.
Company Secretaries
Ahmedabad

: REGISTERED OFFICE :
Gandhinagar-Sarkhej Highway, Nr. Mahmadpura, Ahmedabad - 380 058, Gujarat.
CIN : U92410GJ1989GAP012192
Phone : 26929090, 26926060, 26929749 Fax : 079-26929748
E-mail: club@karnavaticlub.com Website : www.karnavaticlub.com
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NOTICE OF THE 27th ANNUAL GENERAL MEETING

NOTICE is hereby given that Twenty Seventh Annual General Meeting of the members of the club will be held
on Thursday, the 29th day of September, 2016 at 10.00 a.m. at the Registered Office of the club at
Gandhinagar- Sarkhej Highway, Nr. Mahmadpura, Ahmedabad -380 058 to transact the following business:
ORDINARY BUSINESS:
1

To receive, consider and adopt the Audited Financial Statements of the Club for the financial year ended
31st March, 2016, and the Reports of the Board of Directors and the Auditors thereon.

APPOINTMENT OF STATUTORY AUDITOR:

To consider and if thought fit, to pass with or without modification(s), the following Resolution as an
Ordinary Resolution:
RESOLVED THAT pursuant to the provisions of section 139, 142 and other applicable provisions, if any,
of the Companies Act, 2013 (the Act) and the Companies (Audit and Auditors) Rule, 2014, (the Rules),
(including and statutory modifications(s) or re-enactment(s) thereof for the time being in force), M/s.
DGSM & Co, Chartered Accountants, Ahmedabad (Firm Registration Number: 106980W) be and are
appointed as Statutory Auditor of the Company from the conclusion of the 27th Annual General Meeting
till the conclusion of the 30th Annual General Meeting to fill up the casual vacancy caused by resignation
of M/s Nautam R Vakil & Co, Chartered Accountants, Ahmedabad on such yearly remuneration and fee
as may be decided by the Board of directors of the Company from time to time.

SPECIAL BUSINESS:
3

ALTERATION IN ARTICELS OF ASSOCIATION:

To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special
Resolution:
"RESOLVED THAT pursuant to Section 14 and all other applicable provisions, if any of the Companies
Act, 2013 read with Rule 11 of the Companies (Incorporation) Rules, 2014, including any statutory
modification(s) or re-enactment thereof, for the time being in force, the Articles of association of the
Company be and are hereby altered in the following manner:

(i)

Article 3 of the Articles of Association be altered by deleting the same and substituting in place and
instead thereof the following as new article 3.

3.

The number of members with which the company proposes to be registered is 14,000 (Fourteen Thousand
only), but the Board of Directors may, from time to time, whenever the company or the business of the
company requires it, register an increase of members. The Ordinary members, Life Members and
Institutional members alone shall be counted as Members of the club.

(ii)

Article 18 of the Articles of Association be altered by deleting the same and substituting in place and
instead thereof the following as new article 18:

18.

The spouse of a deceased Ordinary/ Life member of the Club shall be eligible to apply for ordinary
membership of the Club within a period of 5 years from the date of the death of the member. However,
such admission shall be under the sole discretion of the Board of Directors and shall be subject to
clearance of dues if any, of the deceased member. The entrance fee for such membership shall be
determined by the Board of Directors of the Company from time to time.

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(iii)

Article 19 of the Articles of Association be altered by deleting the same and substituting in place and
instead thereof the following as new article 19:

19.

An Ordinary or Life Member of the Club may transfer his/her membership to a person, who is relative as
defined in Section 2(77) of the Companies Act, 2013.
Provided that a member shall not be entitled to transfer his/her membership for a period of 1 year of
his/her becoming member of the Club and in case of Children category the transfer will be permitted after
3 years and on attaining the age of 18 years, whichever is later. A person who has transferred his/her
membership shall not be eligible for membership of the club in any of the concessional category.
The Club Shall charge a fee as may be decided by the Board of Directors of the Company from time to
time, from the transferee.
An Ordinary or Life member of the club may transfer his/her membership to a person (other than a
relative) also, who is a good citizen and well accepted in the society, at a fee, as may be decided by the
Board of Directors from time to time.
Provided that the Board of Directors of the Company shall have absolute discretion to accept or reject any
transfer request from a member, without assigning any reason.

(iv)

Article 40 of the Articles of Association relating to restriction on voting by a member whose dues are
pending for payment to the club, be and is hereby deleted.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to
determine the actual sum of investment(s) that may be made into any other Body Corporate(s) within the
above limit and to do all or any of the matters arising out of and incidental to the making of investment by
the Company as aforesaid."

Registered. Office:
Gandhinagar- Sarkhej Highway,
Nr. Mahmadpura,
Ahmedabad -380 058
Date: 29th August, 2016

By Order of Board of Directors,

Jayesh H Modi
President
DIN NO.06757393

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NOTES:
1.

A MEMBER IS NOT ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF

HIMSELF AT THE ANNUAL GENERAL MEETING.

2.

The Explanatory Statement as required under section 102 of the Companies Act, 2013 in respect of
business set out under item no. 3 of the Notice is annexed hereto and forms part of the Notice.

3.

Members who wish to ask any questions in connection with accounts are requested to send the same in
writing to President not later than 20th September, 2016 in order that full information may be given.

4.

Members are requested to bring their copy of the Annual Report along with them at the General Meeting,
as the practice of giving copies of the Report at the Annual General Meeting has been discontinued as a
cost conservation measure.

5.

The Club has obtained a legal opinion from Retired Judge of High Court of Gujarat that no item relating to
election of Directors is required to be included in the Business to be transacted at the ensuing Annual
General Meeting.
A member, who had updated his KYC with the Club, only shall be entitled to avail the facility of remote
e-voting.

6.

CDSL will provide user ID and password directly to the members, who have registered their email ID with
the Club.

7.

The facility for voting, either through ballot or polling paper shall be made available at the meeting and
members attending the meeting who have not already cast their vote by remote e-voting shall be able to
exercise their right at the meeting.

8.

The members who would have appended their signature to the attendance Register kept at the meeting
venue during continuance of the meeting shall only be eligible to participate in the Ballot/ poll process.

9.

The Member who has cast his vote by remote e-voting prior to the meeting may also attend the meeting
but shall not be entitled to cast his vote again.

10.

The members cannot exercise their right to vote partially by remote e voting and partially by voting
through ballot by remaining present physically at the EGM. The members can choose any one mode of
voting for exercising their right to vote for all the resolutions.

11.

No member shall be entitled to vote unless all sums payable by him for bills issued to him prior to the date
of notice of the meeting have been paid by him to the Club/Company. In case the Member whose dues are
pending and casts his/her votes through the remote e-voting facility, the votes casted by such member
shall be treated as invalid.

12.

The Company has appointed Mr. Sunil H Talati, Chartered Accountant, Ahmedabad who in the opinion of
the Company is a duly qualified person, as scrutinizer who will collate the electronic voting process in a
fair and transparent manner. The Scrutinizer shall, immediately after the conclusion of voting at the
Annual General Meeting, first count the vote cast at the meeting, thereafter unblock the votes cast
through remote e-voting in the presence of atleast two witnesses not in the employment of the Company

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and make, not letter than three days of conclusion of the meeting, a consolidated scrutinizers report of the
votes cast in favour or against, if any, to the Chairman or a Person authorized by him in writing, who shall
countersign the same and shall declare the result of the voting forthwith.
13.

The result declared along with the report of the scrutinizers shall be placed on the website of the Club, if
any and on the website of the agency immediately after the result is declared by the Company.

14.

In terms of provisions of Section 107 of the Companies Act, 2013, since the Company is providing the
facility of e-voting to the members, there shall be no voting by show of hands at the Annual General
Meeting. The Members who will be physically present at the Annual General Meeting shall be provided
with Ballot/ polling papers to cast their votes at the meeting.

15.

Voting through electronic means

A.

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the
Companies (Management and Administration) Amendment Rules, 2015, the Club is pleased to
offer e-voting facility as an option to all the Members. The Club has entered into an agreement with
Central Depository Services (India) Ltd. (CDSL) for facilitating e-voting to enable the Members to
exercise their right to vote at the Annual General Meeting (AGM) by electronic means and the
business may be transacted through e-Voting Services provided by CDSL.

B.

The facility for voting, either through electronic voting system or ballot or polling paper shall also
available at the meeting to facilitate to the members who have not cast their vote by remote e-voting
prior to the meeting.

C.

Members who cast their vote by remote e-voting prior to the meeting may also attend the meeting
but shall not be entitled to cast their vote again at the meeting.

D.

The instructions for members for voting electronically are as under:i.

The voting period begins on Monday, the 26th September, 2016 at 9.00 a.m. and ends on
Wednesday, the 28th September, 2016 at 5.00 p.m. During this period members or the
Corporate, whose name is recorded in the Register of Members, as on the cut-off date i.e.
22nd September, 2016 only shall be entitled to cast their vote electronically. The e-voting
module shall be disabled for voting thereafter.

ii.

The members who have cast their vote by remote e-voting may also attend the Meeting but
shall not be entitled to cast their vote again.

iii.

The Members should log on to the e-voting website www.evotingindia.com.

iv.

Click on Shareholders.

v.

Now Enter your User ID provided to you along with the notice for this Annual General Meeting.

vi.

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

vii.

Enter your password to be used provided to you along with the notice for this Annual General
Meeting.

viii.

After entering these details appropriately, click on SUBMIT tab.

ix.

Click on the EVSN of <Company Name> on which you choose to vote.

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16.

x.

On the voting page, you will see RESOLUTION DESCRIPTION and against the same the
option YES/NO for voting. Select the option YES or NO as desired. The option YES implies
that you assent to the Resolution and option NO implies that you dissent to the Resolution.

xi.

Click on the RESOLUTIONS FILE LINK if you wish to view the entire Resolution details.

xii.

After selecting the resolution you have decided to vote on, click on SUBMIT. A confirmation
box will be displayed. If you wish to confirm your vote, click on OK, else to change your vote,
click on CANCEL and accordingly modify your vote.

xiii.

Once you CONFIRM your vote on the resolution, you will not be allowed to modify your vote.

xiv.

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

xv.

In case you have any queries or issues regarding e-voting, write an email to
helpdesk.evoting@cdslindia.com

A member, who has not obtained the I-Card - Smart Card, may obtain the same from the office of the club
at the earliest. I-Card - Smart Card is compulsory for voting in the Annual General Meeting.

KARNAVATI CLUB LIMITED

CIN : U92410GJ1989GAP012192
Regd. Office: Gandhi Nagar-Sarkhej Highway, Near Mahmadpura, Ahmedabad 380058 (Gujarat-INDIA)
Website: www.karnavaticlub.com Email: club@karnavaticlub.com, karnavaticlubltd@gmail.com
Phone: +91-79-26926060, 26929090, 26927591, 26926013, 26928960, 26928273, Fax: +91-79-26929748

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EXPLANATORY STATEMENT
Statement pursuant to Section 102 of the Companies Act, 2013.
ITEM NO. 3

In terms of provisions of Section 139(1) of the Companies Act, 2013 read with relevant Rules, M/s Nautam R
Vakil, Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the Company at the 25th
Annual General Meeting of the Company held in the year 2014 to hold office till 30th Annual General Meeting,
subject to ratification by the members of the Company at each Annual General Meeting. The said Auditors have
tendered their resignation as statutory Auditors, which has resulted into a casual vacancy. The Board of
Directors of the Company at its meeting held on 29th August, 2016 has considered the appointment of M/s
DGSM & Co, Chartered Accountants, Ahmedabad as Statutory Auditors in the casual vacancy so caused for
the residual term of the auditors.
A copy of the resignation Letter issued by the existing auditors and the confirmation by the proposed auditors
are available for inspection by any member at the Registered office of the club between 11 a.m. and 1.00 p.m.
on any working day of the club up to the date of the 27th Annual General Meeting.
None of the Director of the Company or Key Managerial Personnel, is, in any way concerned or interested,
financially or otherwise, in the resolution set out at item no. 3 of the accompanying notice.
ITEM NO. 4
The new set of Articles of Association (AOA) in consonance with the provisions of the Companies act, 2013
were adopted by the members at the Extra Ordinary general meeting held on 4th March, 2016. However, certain
articles need further alteration in view of demand from the members and to provide them better ease to avail the
facilities and use their membership. The Board commends the Special Resolution for approval by the Members.
None of the Director of the Company may be deemed to be concerned or interested, financially or otherwise, in
the resolution set out at item no. 4 of the accompanying notice.
A Copy of the existing Articles of Association of the Company is available for inspection by any member
between 11.00 a.m. and 1.00 p.m. on any working day up to the date of ensuing Annual General Meeting of the
Company.

Registered. Office:
Gandhinagar- Sarkhej Highway,
Nr. Mahmadpura,
Ahmedabad -380 058
Date: 29th August, 2016

By Order of Board of Directors,

Jayesh H Modi
President
DIN NO.06757393

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Annual Report of the Board of Directors

Dear Members,
It is a great pleasure to present before you the performance report of our club with the 27th Annual Report of our
club, together with the Audited Statement of Accounts for the 12 months period from 1st April, 2015 to the period
ended on 31st March, 2016.
The club management has successfully completed various development works. The management has a long
vision and to meet the requirement and comfort of the members continue to undertake new facilities and
amenities as also make improvements to the existing facilities to provide best unique services in all respect. It is
a fact that our club has achieved a pivotal position among the best clubs not only in Ahmedabad and Gujarat but
in India also as well as it has acclaimed credit at the International level also. All these achievements were
possible because of the unstinted support and cooperation from the members.
I have great pleasure to mention and take note of the best services being rendered by the present management
of the club. The democratic process was placed into the system. The election of 7 position was held in August,
2015 and the election for the remaining 23 directors was held at the 24th and 25th adjourned Annual General
Meeting held on 31st March, 2016. Thus, your club has 30 elected directors and 6 co-opted directors.
On behalf of the Board of Directors of Karnavati Club Limited, I am glad to report that with the best facilities
available in the club, the flow of members in each activity and programme has increased tremendously and we
are very happy to cater to the needs of the members in the best possible way.
FINANCIAL SUMMERY /HIGHLIGHTS
The annual accounts for the year 2015-2016 up to 31st March, 2016 duly audited are hereby presented. The
Board of Directors are pleased with the overall improvement of the activities of the club which are briefly
reflected in the following:
(Rs.in lacs)
Item

Capital Reserves
Fixed Assets
(Gross Block)
Income
Expenditure(Without Depreciation)
Depreciation
Exceptional Item
Profit / (Loss) for the Period

Year
01/04/2015 to
31/03/2016
(12 Months)

Period
01/04/2014 to
31/03/2015
(12 Months)

12245.73

12024.86

7207.51
1498.01
1408.85
547.21
11.92
(469.97)

6462.98
1565.88
1310.36
580.78
12.78
(338.04)

MEMBERSHIP
Life membership in all categories was closed from 1st July,1999. The present entrance fees for various
categories are as under:
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Ordinary

Rs. 11,00,000/-

NRI Ordinary

US$

Institutional (Ordinary)

Rs. 30,00,000/- (2 nominees)

Relative Category (IT ACT)

Rs. 10,00,000/-

Transfer Membership

Rs. 2,00,000/-

Blood relation Transfer

Rs.

Members Children

Rs. 6,00,000/-

Spouse

Rs. 1,500/-(before 04/03/2016)

15,000

25,000/-

Spouse of any deceased members after 04/03/16 he/she will get ordinary membership rights in the club
(Government Taxes as applicable for membership fee)
All Ordinary Members are required to remit the prevalent annual fee on or before 30th of April every year. All
Life Members are required to remit the prevalent Environment Charge on or before 30th of April every year.
Late fee is applicable for non payment of Annual Fee/Environment Charges by 30th April.
Those Indian Origin, who are residing abroad are now eligible for membership under NRI Ordinary Membership
of the club on production of required documents along with application form.
COMPANYS AFFAIRS:
The affairs of the Club were satisfactory. During the year under review, the Club has generated Cash Profit of
Rs. 0.89 Crore. After depreciation, The Club has suffered net loss of Rs. 4.69 Crore.
CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there was no change in the nature of business of the Company.
EXTRACT OF THE ANNUAL RETURN:
The Extract of Annual Return, pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014 as on the financial year ended on March 31, 2016 is
annexed after the Directors Report and forms a part of this Report.
MEETINGS:
During the financial 2015-16, 13 (Thirteen) Board Meetings were convened and held. The intervening gap
between the Meetings was within the period prescribed under the Companies Act, 2013.
DIRECTORS:
Shri Dushyantbhai Shah, Shri Prakashbahi Thakkar and Shri Sunilbhai H Talati were appointed as Additional
directors on 01st September 2015 and Shri Bhalabhai C Patel, Shri Rakesh M Patel and Shri Trilokbhai R.
Parikh were appointed as Additional Directors with effect from 15th April, 2016 and hold office upto the date of
the ensuing Annual General Meeting.
The Club has obtained a legal opinion that in view of Order of the Hon. Company Law Board, New Delhi, the
agenda of the 27th Annual General Meeting has been conducted with the adjourned 24th and 25th Annual
General Meeting which was held on 31st March, 2016. Hence, the 1/3 directors are not due to retire at the
ensuing Annual general Meeting.
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DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013 the Directors confirm that:
1)

In the preparation of the annual accounts, the applicable Accounting Standards have been followed.

2)

appropriate accounting policies have been selected and applied consistently and have made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2016 and of the loss of the Company for the period 1st April 2015 to March 31,
2016;

3)

Proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities.

4)

The annual accounts have been prepared on a going concern basis.

5)

The directors had devised proper systems to ensure compliance with the provisions of all applicable law
and that such systems were adequate and operating efficiently.

ACTIVITIES & FACILITIES:

The following facilities and amenities are available at our club:
SPORTS ACTIVITIES
TENNIS
A.C.BADMINTON COURT
A.C.TABLE TENNIS
A. C. SQUASH COURT
A. C. BILLIARD
WATER RIDES NEAR SWIMMING POOL
WAVE POOL, WATER RIDES & TODDLER POOL
CHILDREN AMUSEMENT PARK
ROLLER SKATING
VOLLEY BALL
FOOT BALL
JOGGING TRACK
AEROBICS
A.C CARD ROOM
HEALTH CLUB
KERALA SPA

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CATERING SERVICES
SHATRANJ A.C. RESTAURANT
A.C. SIDE WALK CAFE - COFFEE SHOP
A.C.TROPICANA
A.C. SARBHARA DINING HALL
FOOD COURT
BAKERY
CAF GALLERIA
OTHER FACILITIES
RESIDENTIAL ROOMS
BANQUET HALL
CLUB LAWN
A.C MARRIAGE HALL
GOLDEN GLORY HALL
BOARD ROOM
EXHIBITION HALL
T.V. ROOM
OPEN AIR THEATRE
MINI HOME THEATRE
LIBRARY
COMMUNICATION CENTRE
CLOSE CIRCUIT CAMERA AND TV
WEBSITE/EMAIL & S.M.S. FACILITIES
WI FI ZONE AT KARNAVATI
ATM FACILITY
DOG SQUAD
BEAUTY PARLOUR
FLOWER SHOP
ELEVATOR
GANESH MANDIR
STATUTORY AUDITORS

M/s. Nautam R Vakil & Co., Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the
Club for period of five years from the conclusion of the 25th Annual General Meeting till 30th Annual General
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Meeting of the Club subject to ratification of their appointment every year. They have tendered resignation as
Statutory Auditors of the Company. The Board of Directors of the Company has recommended M/s DGSM &
Co, Chartered Accountants, Ahmedabad as statutory auditors in casual vacancy so caused.
EXPLANATION ON REMARKS IN AUDITORS REPORT PURSUANT TO SECTION 134(3)(f)(i) OF THE
COMPANIES ACT. 2013
Notes Forming Part of Accounts in the Auditors Report of M/s. Nautam R Vakil & Co., Chartered Accountants
are self explanatory. The Statutory Auditors of the Company remarks/qualified Note no. 22 of notes forming part
of accounts of the Financial Statements is self explanatory. About uncertain future liability that may arise in the
matter of Golden Glory Hall constructed in the Land admeasuring 10013 Sq. Mtrs. the matter is at the advanced
stage of arguments and disposal before Hon. Gujarat High Court.
With regard to the constructed Sport Complex, the Sport Complex was constructed without getting the plans
approved by the concerned authorities. As such, said Sport Complex had been sealed by the Ahmedabad
Municipal Corporation. The Club is taking necessary permission/approval to regularize the same.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Club has not given loan and guarantee. However, during the year, the surplus balance has been invested in
debt funds. The total investment in the debt funds on 31st March, 2016 is Rs, 37.28 Crore.
RELATED PARTY TRANSACTIONS:
The detailed particulars of Contracts or Arrangements with related parties, pursuant to clause (h) of sub-section
(3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 as on the financial year
ended on March 31, 2016 is annexed after the Directors Report and forms a part of this Report.
FUND TRANSFER TO RESERVE:
The membership fees amounting to Rs. 2.20 Crore received during the year is transferred to Capital Reserves.
As on 31st March, 2016, the outstanding balance of Capital Reserves is Rs. 122.45 Crore.
The Net loss of Rs, 4.69 Crore is transferred to Profit and Loss Account. As on 31st March, 2016, the
outstanding balance of Net loss is Rs. 29.51 Crore. Thus, the net balance of reserves and surplus is. 92.93
Crore.
MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments which is affecting the financial position of the company
which has occurred between the end of the financial year of the company to which the financial statements
relate and the date of the report.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The club is not engaged in any manufacturing activity and hence the particulars regarding conservation of
energy, technology absorption and foreign exchange earnings and outgo are nil.
BUSINESS RISK MANAGEMENT:
The Company is at risk with regard to the Land admeasuring 10013 sq. mtrs out of the total land of 42853.99 sq.
mtrs which is vested in the State Government which is required to be regularized by the State Government. Adinterim relief is granted by the Honble Gujarat High Court by passing of order dated 20.02.2013 in response to
the Special Civil Application filed (1969/2013). The Honble Gujarat High Court vide order dated 05.12.2013 has
directed to the State Government for regularization of land. Accordingly, the State Government has valued the
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said land at Rs. 1,01,600/- per sq. mtr which shall be calculated at 2.5 times which comes to
Rs. 254,33,02,000/-. The said decision was also challenged by the Company in the Honble High Court of
Gujarat by filing of Special Civil Application No. 4890/2014 and the Honble Gujarat High Court pleased to stay
the aforesaid matter.
It is difficult to ascertain the amount that would require to be paid by the Company or the status of the land as the
matter is sub-judice. However, the Company is at risk so far as the land admeasuring 10013 sq.mtrs is
concerned.
The Company has constructed Sport Complex at the cost of Rs. 7,24,19,623/-. The said Sport Complex was
constructed without getting the plans approved by the concerned authorities. As such, said Sport Complex had
been sealed by the Ahmedabad Municipal Corporation.
PARTICULARS OF EMPLOYEES UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT &
REMUNERATION OF MANAGERIAL PERSONAL) RULES, 2014
There was no employee, who was in receipt of remuneration exceeding the limits specified under section 134 of
the Companies Act,2013 read with relevant rules.
DEPOSIT:
The Company has not accepted any Deposits from the public falling within the ambit of section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS or TRIBUNALS:
STATUS OF VARIOUS LEGAL MATTERS OF KARNAVATI CLUB LTD.
BEFORE HONBLE HIGH COURT OF GUJARAT ON 31/03/2016
SR. NAME OF
NO. COURT

CASE NO, YEAR

AND NAME OF
THE PARTY

PRAYER OF THE CASE

STATUS AS
ON
31/03/2016

LIABILITY

1.

Honble
Justice Akil
Qureshi &
Honble
Justice ZK
Saiyed

SCA/9503/2007
Pravin R. Patel v/s
Karnavati Club & ors.

The Construction made

on the land shall be
demolished and the
government shall take
back the possession of
the premises.

Pending

AS PER
THE LAST
YEAR

2.

Honble Justice
Akil Qureshi &
Honble Justice
ZK Saiyed

PIL/158/2012
Natvarlal R. Patel
v/s Karnavati Club
& Ors

The Construction which is

made on the land shall be
demolished and the
government shall take back
the possession of the
premises.

Pending

AS PER
THE LAST
YEAR

3.

Hon. Justice
Abhilashakumari

Comp/ 41/2013 to
63/2014 With 66/2013
With 70/2013 to 72/2013
Shri Sudhir
Nanavati v/s ROC

The show cause notice was

issued to the then directors
and present directors for the
violation of the provisions of
companies Act, 1956.

Pending

NA

4.

Hon. Justice
Abhilasha-

Comp/320/2013 to
322 with 324 with

The show cause notice was

issued to the then directors

Pending

NA

13
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Annual Report 2015-16

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
kumari

326 to 336 with

340 to 350/2013 with
9/2014 with 46/2015.
Shri Trilokbhai
Parikh v/s ROC

and present directors for the

violation of the provisions of
companies Act, 1956.

5.

Hon. Justice
Mr Rajesh
H. Shukla

SCA/1969/2013
Karnavati Club v/s
State of Gujarat

Challenging and setting aside

the valuation of Rs. 76 crores
(approx) determined and the
state government for
regularizing the construction
and possession of the land.
Honorable court diverted to
redetermine the valuation.
(to be heard with below
mentioned matter).

Pending

6.

Hon. Justice
Mr. C. L. Soni

SCA/4890/2014
Karnavati Club v/s
State of Gujarat

The state government

permits to the order panel in
SCA/1969/2013,
redetermined the valuation
of the land which comes to
Rs 1,01,600/- per sq
meters which comes to
approximately 253 crores
government stayed the
said valuation.

Pending

AS PER
THE
ORDER

7.

Hon. Justice
Mr Anant S
Dave & Hon.
Justice A.S.
Supehia

O.J.APPEAL
38/2014 In
CA(OJ) 7/2014
In COMP
320/2013 to
O.J.APPEAL
63/ 2014 In CA
(OJ) 32/ 2014

Challenging and setting

aside the order dated
24/4/2014 passed by
Hon. Justice Harsha
Devani in Applicant to be
impleaded as Party in the
main petition i.e.
Comp/320/2013.

Pending

NA

8.

Hon. Mr
Justice
A.J. Desai

SCA/11963/2015.
Karnavati Sports &
Recreation Club Ltd.
vs. AMC & Ors.

Challenging and setting

aside the order dt. 17.7.2015
to pull down the Sports
Complex within 3 days
situated at Rev. Survey
No.756/4 of allotted F.P.
No.772 and to declare
all actions of Respondents
under Section 260 of the
Gujarat Provincial Municipal
Corporation Act, 1949 as
bad in law and without
authority.

Pending

NA

14
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Karnavati Club Limited

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
BEFORE CITY CIVIL COURT ON 31/03/2016
SR.
NO.
1.

NAME OF
COURT

CASE
NO.

PARTIES
NAME

M.D.NANDA
NI,
4TH
ADDL.SR.C.
J & CJM AT
MIRZAPUR
COURT

REGULAR
CIVIL
SUIT
NO.
786/2013

PLAINTIFF:
KETAN
BABULAL
PATEL
VERSUS
DEFENDANT:
KARNAVATI
CLUB LTD.

2.

MS. SUDESH, REGULAR

12TH (ADCIVIL SUIT
HOC)
NO.
ADDL.C.J &
785/2013
JMFC AT
MIRZAPUR
COURT

3.

MS. SUDESH, REGULAR P PLAINTIFF:

12TH (ADCIVIL SUIT
BHAUMIK
HOC)
NO.
B. SONI
ADDL.C.J
792/2013
VERSUS
& JMFC AT
DEFENDANT:
MIRZAPUR
KARNAVATI
COURT
CLUB LTD.

GIST OF THE MATTER

STATUS AS ON
31/03/2016

LIABILITY

PENDING

NA

PENDING

NA

The suit is filed for declaration and

injunction against rejection of
nomination of plaintiff
dated 10.12.2013.

PENDING

NA

The suit is filed challenging

the various Articles of
Association pertaining to
provision for nominating
more than one nominee,
equal voting rights of each
nominee of the Club, declaring
the nominee vacancies as illegal
and injunction against alteration of
Article 46 of the Article of Association
and injunection in participating in the
election dated 23.12.2013.

PLAINTIFF :
RAJESH

The suit is filed challenging the

various Articles of Association
pertaining to provision for
PRAVINBHAI nominating more than one
BRAHAM
nominee, equal voting rights of
BHATT
each nominee of the Club,
VERSUS
declaring the nominee vacancies
DEFENDANT: as illegal and injunction against
KARNAVATI alteration of Article 46 of the Article
CLUB LTD.
of Association and injunection in
participating in the election dated
23.12.2013

4.

MS. M.
PUROHIT,
6TH (ADHOC)
ADDL.C.J &
JMFC AT
MIRZAPUR
COURT

REGULAR
CIVIL
SUIT NO.
815/2012

PLAINTIFF :
DHAR
MENDRA
R.PATEL
VERSUS
DEFENDANT:
KARNAVATI
CLUB LTD.

The suit if filed for declaration

and injunction against the
Notice dated 02.11.2012 to
hold or convene the AGM
on 24.12.2012 and to declare
the amended Articles 52 and
80 of Article of Association
as illegal, null and void.

PENDING

NA

5.

MS. M.
PUROHIT,
6TH (ADHOC)
ADDL.C.J
& JMFC AT
MIRZAPUR
COURT

REGULAR
CIVIL
SUIT NO.
828/2012

PLAINTIFF:
ANIL
MANEKLAL
SHAH
VERSUS
DEFENDANT:
KARNAVATI
CLUB LTD.

The suit is filed for declaration and

injunction to declare the letter
dated 30.09.2012 and 07.10.2012
written by the Club to Plaintiff,
rejecting his candidature for election
to the post of Director of the Club
and to declare the election dated
11.10.2012 held by the Club as
illegal and null and void for
defendant Nos. 2 to 9 ( Ashok Patel,
Bharat Patel, Dwarkanath Gupta,

PENDING

NA

15
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Annual Report 2015-16

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Hasmukh Parikh, Kaushik Patel,
Mahendra Shah, Nagin Patel, Sunil
Talati). Declaration is also sought to
declare Articles 52 and 80 of Articles
of Association as illegal and null and
void and for injunction not to hold the
EGM of Club on 2412.2012.
6.

MS. B.G.
RATHOD,
2ND
ADDL.C.J &
JMFC AT
MIRZAPUR
COURT

CRIMINAL
INQUIRY
NO. 3099
OF 2013

COMPLA
INANT :
STATE OF
GUJARAT
VERSUS
ACCUSED:
VIRAL PATEL
& 2 ORS.

It is a Criminal Complaint filed by

Mr. Himanshu Trivedi on behalf of
the Club against Mr. Anil M. Shah,
Rajesh Brahmbhatt and Viral Patel
for incident dated 23.12.2013 for
the offences punishable under
Section 294, 427 and 114 of the IPC
for using abusive language and
damaging the property of the Club.

PENDING

NA

PENDING

NA

HONBLE CITY CIVIL COURT

7

CITY CIVIL
CIVIL
PLAINTIFF:
COURT
SUIT NO.
KARNAVATI
PENDING IN 2591/2008
CLUB LTD.
CIVIL BOARD
WEST
VERSUS
DEPARTMENT
ZONE
DEFENDANT 1:
AHMEDABAD
MUNICIPAL

SUIT BY CLUB CHALLENGING

NOTICES NOTICE ISSUED
UNDER SECTION 260 OF THE
BPMC ACT FOR ALLEGED ILLEGAL
CONSTRUCTION NEAR THE
SWIMMING POOL AREA.

CORPORATION

DEFENDANT 2:
THE TOWN
DEVELOPMENT

OFFICER NEW

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Club has appointed M/s. Ingit Mody & Associates, Chartered Accountants, Ahmadabad as Internal
Auditors of the Company who is carrying out the internal audit of the Club on monthly basis. Internal Auditors are
checking all the major area of operations and day to day activities of the Club.
APPRECIATION
I would like to put on record my appreciation and gratitude to all members for the whole-hearted support,
cooperation and the confidence reposed by you in the club management. But for your valuable cooperation the
progress of the club would not have been possible.

For and on Behalf of the Board of Directors

Date: 29/08/2016
Place: Ahmedabad

Jayesh H Modi
President
DIN NO.01169797

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Karnavati Club Limited

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

ANNEXURE TO DIRECTORS' REPORT

I. EXTRACT OF ANNUAL RETURN - (AS ON THE FINANCIAL YEAR ENDED ON MARCH 31, 2015)

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, the extract of Annual Return is as under:
I.

REGISTRATION AND OTHER DETAILS:

II.

i)

CIN:- U92410GJ1989GAP012192

ii)

Registration Date: 03/05/1989

iii)

Name of the Company: KARNAVATI CLUB LIMITED

iv)

Category / Sub-Category of the Company: Company Limited by Guarantee/ Guarantee and

association Company

v)

Address of the Registered office and contact details: Gandhinagar-Sarkhej Highway, Near
Mahmadpura, Ahmedabad
- 380058 (Gujarat-INDIA), Tel. 079-26926060, 26929090,
2 6 9 2 6 0 1 3 , Fa x . 0 7 9 - 2 6 9 2 9 7 4 8 , E m a i l : c l u b @ k a r n a v a t i c l u b . c o m , We b s i t e :
www.karnavaticlub.com

vi)

Whether listed company: No

vii)

Name, Address and Contact details of Registrar and Transfer Agent, if any: None

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:
Sr.
No.

Name and Description of

main products/services

NIC Code of the

Product/service

% to total turnover of
the company

Club & Association Service

' 00440322

42.31 %

III.

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr.
No

NAME AND
ADDRESS OF THE
COMPANY

CIN/GLN

HOLDING/
SUBSIDIARY/
ASSOCIATE

% of shares
held

Applicable

NONE
IV.

SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
The Club is a public company, limited by guarantee as such the requirement for furnishing the details
relating to (i) Category-wise Share Holding, (ii) Shareholding of Promoters, (iii) Change in Promoters'
Shareholding (please specify, if there is no change), (iv) Shareholding Pattern of top ten Shareholders
(other than Directors, Promoters and Holders of GDRs and ADRs) (v) Shareholding of Directors and Key
Managerial Personnel is not applicable and as such not given.

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Annual Report 2015-16

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
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
ii) Interest due but not paid
iii) Interest accrued but not due

NIL

Total (i+ii+iii)

NIL

Change in Indebtedness
during the financial year
Addition
Reduction

NIL

Net Change

NIL

Indebtedness at the
end of the financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due

NIL

Total (i+ii+iii)
Change in Indebtedness
during the financial year
Addition
Reduction

NIL

Net Change

NIL

Indebtedness at the
end of the financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due

NIL

Total (i+ii+iii) NIL

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Karnavati Club Limited

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
VI.

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sl.
no.

Particulars of Remuneration

Name of MD/WTD/ Manager

Total
Amount

Gross salary

There are no Managing Director, Whole-time Directors

(a) Salary as per provisions contained

in section 17(1) of the Income-tax
Act, 1961

and/or Manager. However, Office Bearers of the Club

i.e. Chairman, President, Vice President, Hon.
Secretary, Hon. Jt. Secretary, Hon. Treasurer
manages the affairs of the Club. They are not drawing

(b) Value of perquisites u/s 17(2)

Income-tax Act, 1961

any remuneration.

(c) Profits in lieu of salary under section

17(3) Income-tax Act, 1961
2

Stock Option

Sweat Equity

Commission
- as % of profit
- others, specify

Others, please specify

Total (A)
Ceiling as per the Act

B.

Remuneration to other directors:

Sr.
No.

Particulars of Remuneration

Name of Directors

Total
Amount

3.

Independent Directors
Fee for attending board /
committee meetings
Commission
Others, please specify

None of the Directors are paid setting fees /

commission.

Total (1)
4.

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

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Annual Report 2015-16

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
C.

Remuneration to Key Managerial Personnel Other than MD/Manager/Wtd

Sr. Particulars of
No. Remuneration

Key Managerial Personnel

CEO

Company
Secretary

CFO

Total

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

Stock Option

The Club has not appointed CEO, CS and/or CFO.

Sweat Equity

As such the details of remuneration is not provided.

Commission
- as % of profit
- others, specify

Others, please
specify
Total

20
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Karnavati Club Limited

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
VII.

PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Section of
the Companies
Act

Brief
Description

Details of Penalty/
Punishment/
Compounding
fees imposed

Authority
[RD / NCLT
/ COURT]

Appeal
made,
if any (give
Details)

During the course of

inspection u/s. 209A of
the Act, the Inspecting
officer observed that the
company has failed to
make compliance of
Section 224(8) of the Act
by non fixation of
remuneration of the
Statutory Auditors of the
Company through passing
resolution by the Board of
Directors in respect of
Financial years ended
as on 31.03.2008 and
31.03.2012.

Rs. 5000/- for the

each financial year
2007-08, 2008-09,
2009-10 and
2011-12

RD

No

A. COMPANY
Penalty
Punishment
Compounding

None
None
224(8) of the
Companies
Act, 1956

B. DIRECTORS
Penalty

None

Punishment

None

Compounding

224(8) of the
Companies
Act, 1956.
(the
Compounding
applications
filed by
Sri Jayantibhai
M. Patel,
Shri Girishbhai
P. Dani,
Shri Virajbhai
V. Mehta
and
Shri Nimeshbhai
D. Patel

During the course of

inspection u/s. 209A
of the Act, the
Inspecting officer
observed that the
company has failed to
make compliance of
Section 224(8) of the
Act by non fixation of
remuneration of the
Statutory Auditors of the
Company through
passing resolution by the
Board of Directors in
respect of Financial years
ended as on 31.03.2008
and 31.03.2012.

Rs. 5000/- for

the each
financial year
2007-08,
2008-09,
2009-10
and
2011-12

RD

No

C. OTHER OFFICERS IN DEFAULT

Penalty

NIL

Punishment

NIL

Compounding

NIL

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Annual Report 2015-16

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
I.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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, particulars of contracts or arrangements with the related parties are as under:
Form for 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 arms
length transactions under third proviso thereto
1.

2.

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

(a)

Name(s) of the related party and nature of relationship: Not Applicable

(b)

Nature of contracts/arrangements/transactions: Not Applicable

(c)

Duration of the contracts / arrangements/transactions: Not Applicable

(d)

Salient terms of the contracts or arrangements or transactions including the value, if any: Not
Applicable

(e)

Justification for entering into such contracts or arrangements or transactions: Not Applicable

(f)

date(s) of approval by the Board : Not Applicable

(g)

Amount paid as advances, if any: : Not Applicable

(h)

Date on which the special resolution was passed in general meeting as required under first proviso
to section 188 : Not Applicable

Details of material contracts or arrangement or transactions at arm's length basis

(a)

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

(b)

Nature of contracts/arrangements/transactions: NIL

(c)

Duration of the contracts / arrangements/transactions: NIL

(d)

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

(e)

Date(s) of approval by the Board, if any: NIL

(f)

Amount paid as advances, if any: NIL

For and on Behalf of the Board of Directors

Date: 29/08/2016
Place: Ahmedabad

Jayesh H Modi
President
DIN NO.01169797

22
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