Directors' Report to the Members
The Directors take pleasure in presenting the 34th AnnualReport of your Company together with the audited financial accounts for the year endedMarch 31 2021.
1. FINANCIAL RESULTS:
Your Company's financial performance for the year ended March 312021 is set out below:
| || ||(Rs. in millions) |
|Particulars ||March 31 2021 ||March 31 2020 |
|Total Income ||281.78 ||711.55 |
|Profit/(Loss) before Depreciation Finance Costs and Tax ||(19.88) ||180.21 |
|Less: Depreciation ||32.68 ||37.44 |
|Profit/(Loss) before Finance Costs and Tax ||(52.56) ||142.77 |
|Less: Finance Costs ||1.95 ||2.25 |
|Profit/(Loss) before Tax ||(54.51) ||140.52 |
|Less: Provision for Taxation: || || |
|Current Tax ||0.00 ||36.40 |
|Deferred Tax Liability/(Asset) ||(13.78) ||(8.20) |
|Tax for earlier years ||0.08 ||(0.30) |
|Profit/(Loss) for the year after Tax ||(40.81) ||112.62 |
|Other comprehensive Income (OCI) Net of tax ||0.30 ||0.17 |
|Total Comprehensive Income/(Loss) for the year ||(40.51) ||112.79 |
|Profit brought forward from last year ||191.60 ||273.00 |
|Adjustment on initial adoption of Ind AS 116 ||0.00 ||(0.81) |
|Profit available for appropriation ||151.09 ||384.98 |
|Transfer to General Reserve ||0.00 ||9.50 |
|Interim Dividends for the Year ||0.00 ||152.53 |
|Dividend Distribution Tax ||0.00 ||31.35 |
|Balance Profit carried to Balance Sheet ||151.09 ||191.60 |
|Basic and Diluted Earnings per Equity Share of Rs. 21- each ||(0.88) ||2.44 |
Our resort was closed up to September 30 2020 due to the COVID-19pandemic and the operations were restarted w.e.f. October 1 2020 with strict precautionsto safeguard hotel guests and employees from COVID-19 infection
As a result your Company achieved total income of Rs. 281.78 Million ascompared to Rs. 711.55 Million in the previous year which represents a decline of 60.40%on a year to year basis.
EARNINGS BEFORE INTEREST DEPRECIATION TAX AND AMORTIZATION (EBIDTA):
The Gross Profit before Depreciation Finance Costs and Tax decreasedfrom Rs. 180.21 Million to loss of Rs. 19.88 Million. In view of the prolonged lockdownand consequent travel restrictions to avoid spread of COVID-19 pandemic imposed by theGovernment of India as well as other countries globally almost all business segments i.e.Corporate Leisure MICE and Direct business were severally impacted.
Interest Costs for the year decreased by 13.5% from Rs. 2.25 Million toRs. 1.95 Million. Finance costs are provided mainly due to the change in definition offinance costs as per Ind AS 116. The Company still continues to be debt-free and maintainssufficient cash to meet our strategic and operational requirements.
PROFIT BEFORE TAX:
Profit before Tax has decreased from Rs. 140.52 Million to a loss ofRs. 54.51 Million.
PROFIT AFTER TAX:
Profit for the year after Tax has decreased from Rs. 112.62 Million toa Loss of Rs. 40.81 Million.
The Government of India has imposed lock-downs' across thecountry from March 25 2020. All airline road and railway travel were suspended andhotels offices factories schools universities restaurants etc were closed. The hotelbusiness has been severely impacted on account of COVID-19. The Company has temporarilyclosed the operations of its resort located at Goa from March 25 2020 and till September30 2020. The Directors are pleased to inform that the resort operations have beenrestarted w.e.f. October 1 2020 with strict precautions to safeguard hotel guests andemployees from COVID-19 infection. The guest response is encouraging.
The Central Government has permitted the hotels to reopen the businessfrom June 8 2020 subject to decisions taken by the respective State Government. The GoaGovernment permitted the hotels to resume operations from 3rd July2020 subject to resumeoperations subject to strict SOPs and Social distancing measures. Most of Goa hotels wereshut because there were very few flights and all passengers were required to be inquarantine.
During the temporary closure of resort operations the Company hastaken all necessary measures to contain costs and carrying out in house repairs andmaintenance work of the resort. The Company has assessed the potential impact of COVID-19on the carrying value of property plant & equipment right of use assets intangibleassets investments trade receivables inventories and other current assets appearing inthe financial statements of the Company. In developing the assumptions and estimatesrelating to the future uncertainties in the economic conditions because of this pandemicthe Company as at the date of approval of these Financial statements has used internaland external sources of information. Based on current estimates the Company expects torecover the carrying amounts of these assets fully. However the impact of the globalhealth pandemic may be different from that estimated as at the date of approval of thesefinancial statements and the Company will continue to closely monitor any material changesin future economic conditions.
Due to a loss incurred during the year no dividend was recommended.
4. TRANSFER TO RESERVES:
Due to losses in FY 2020-21 no amount has been transferred toReserves.
5. UPGRADATION AND ADDITIONS:
During the year 2020-21 the Company has installed energy efficientHeat Pump which was recommended by the engineering specialist Mr. Robert Allender.
In the month of April itself (when the hotel was operational) the HeatPump reduced our daily consumption of diesel by around 250 to 290 litres. On Annual basis(assuming no hotel closure and a reduction of 250 litres of diesel per day) it will saveus approximately 91000 litres of diesel per year. At the present cost of Rs. 85 per litreof diesel that amounts to a saving in diesel cost of approximately Rs. 7700000 peryear.
In addition the heat pump also provides a side benefit to theair-conditioning system of the hotel that is worth approximately Rs. 800000 to 1000000per annum. This makes the estimated HLP savings to the Company approximately Rs. 8500000to 8700000 per year (assuming no hotel closure).
Lastly there will be further cost reductions as the repair andmaintenance expenses on the hot water boilers / hot water generators will reduce as theywill not be used as much.
These savings are over and above the Rs. 8500000 to 8700000 peryear mentioned above.
Even after taking into account the electricity consumption of the HeatPump the guaranteed cost saving to the Company per year is approximately Rs. 5000000 to5500000 (assuming there is no closure of hotel).
Since we expected that more families and groups would travel togetherin the future and would pay more for privacy we converted 6 of our garden rooms into 3two-bedroom Villas by opening the connecting doors. We changed all the soft furnishingsthe bathroom fittings the TV's and placed upgraded outdoor chairs in their balconiesand loungers in their private garden. These garden Villas are highly priced and much indemand.
Since we wanted to protect our employees from Covid at the receptioncounter we installed elegant glass shields. Provisions were made so that the photo andtemperature was taken of all before they entered our lobby. We installed barriers andsignages to maintain social distancing in all indoor public areas. We provided masks toall who did not carry a mask.
In order to reduce costs and to maintain safety of our employees weclosed the 62-room Ocean front wing for guests and housed some of our own employees there.
6. SUBSIDIARY / HOLDING COMPANY ETC.:
The Company does not have any Subsidiary Holding Company Associate orGroup Venture Company.
7. SUSTAINABLE DEVELOPMENT:
Sustainability has been deeply embedded into the Company'sbusiness and has become an integral part of its decision making process while consideringsocial economic and environmental dimensions.
8. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
The brief outline of the Corporate Social Responsibility (CSR) policyof the Company and the initiatives undertaken by the Company on CSR activities during theyear under review are set out in "Annexure A" of this report in the formatprescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014.
For other details regarding the CSR Committee please refer to theCorporate Governance Report which is a part of this report. The CSR policy is availableon the website of the Company at www.caravelabeachresortgoa.com/investorrelations
9. HUMAN RESOURCES DEVELOPMENT:
The Company has continuously adopted a structure that helps attractgood external talent and incentivize internal talent to higher roles and responsibilities.AHRIL's people centric focus providing an open work environment fostering continuousimprovement and development helped several employees realise their career aspirationsduring the year.
The Company is committed to provide a healthy and safe work environmentto all employees. The Company's progressive workplace policies and benefits employeeengagement and welfare initiatives have addressed stress management and promoted work lifebalance.
10. BUSINESS RISK MANAGEMENT:
The Company has a robust Business Risk Management (BRM) framework toidentify evaluate business risks and opportunities. This framework seeks to createtransparency minimize adverse impact on the business objectives and enhance theCompany's competitive advantage. The business risk framework defines the riskmanagement approach across the enterprise at various levels including documentation andreporting. The framework has different risk models which help in identifying risk trendsexposure and potential impact analysis at a Company level. Risk management forms anintegral part of the Company's Mid-Term Planning cycle.
11. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
The details of Loans given Guarantees given and Investments made ifany and covered under the provisions of Section 186 of the Act read with Companies(Meetings of Board and Its Powers) Rules 2014 are given in the notes to the FinancialStatements forming part of this Annual Report.
12. VIGIL MECHANISM:
Fraud and corruption free culture has been the core of the company. TheCompany has established a vigil mechanism for reporting of genuine concerns through theWhistle Blower Policy. This Policy inter alia provides a direct access to the Chairmanof the Audit Committee of the Company. The Whistle Blower Policy is posted on theCompany's website at www.caravelabeachresortaoa. com/investorrelations.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
(a) Appointment / Reappointment: During the year under review theshareholders of the company have approved by passing special resolution thereappointment of Dr. S D Israni as an Independent Director of the Company for a secondterm of five years.
During the year under review the shareholders of the company haveapproved by passing an ordinary resolution the payment of remuneration to Mr. Prahlad S.Advani Whole Time Director of the company for the remaining period of his tenure of twoyears w.e.f. August 1 2020 to July 31 2022.
During the year under review the shareholders of the company haveapproved by passing an ordinary resolution for the appointment of Mrs. Ragini Chopra asan Independent Director of the Company for a period of five years.
Mrs Menaka S. Advani was attaining the age of 75 years on August122021 and it was necessary to approve continuation of her directorship on the Board ofDirectors of the Company.
The Board of Directors of the Company at its meeting held on May 122021 have recommended the continuation of directorship of Mrs. Menaka S. Advani as a"Non-Executive Non-Independent Director" of the Company considering her richexperience expertise and immense contribution in the growth of the company. The same wasproposed via postal ballot for the approval of the Members by way of a specialresolution.
The shareholders of the Company have approved the same by passing aspecial resolution via postal ballot for the continuation of directorship beyond 75years under regulation 17 (1A) of SEBI LODR Regulations of Mrs. Menaka S. Advani as aNon-Independent non-executive Director of the company liable to retire by rotation.
Mr. Sunder G. Advani was re-appointed as Chairman & ManagingDirector of the Company at the EGM of the company held on March 19 2018 for a period offive years i.e. from March 1 2018 to February 28 2023 and payment of remuneration for aperiod of 3 years from March 1 2018 to February 28 2021. Based on the recommendations ofthe Nomination and Remuneration COommittee his payment of remuneration for the remainingperiod of two years w.e.f. March 1 2021 to February 28 2023 is proposed at the ensuingAGM for the approval of the Members by way of a special resolution.
Mr. Haresh G. Advani was re-appointed as an Executive Director of theCompany at the EGM of the company held on March 19 2018 for a period of five years i.e.from March 1 2018 to February 28 2023 and payment of remuneration for a period of 3years from March 12018 to February 28 2021. Based on the recommendations of theNomination and Remuneration Committee his payment of remuneration for the remainingperiod of two years w.e.f. March 1 2021 to February 28 2023 is proposed at the ensuingAGM for the approval of the Members by way of a special resolution.
During the year under review the non-executive directors of theCompany had no pecuniary relationship or transactions with the Company other than sittingfees for the purpose of attending meetings of the Board/Committee of the Company.
(b) Retirement by rotation: In accordance with the provisions of theCompanies Act 2013 Mrs. Menaka S. Advani Director of the Company retires by rotationand is eligible for re-appointment.
Further details about the Directors are given in the CorporateGovernance Report as well as in the Notice of the ensuing Annual General Meeting beingsent to the shareholders along with the Annual Report.
(c) Independent Directors Declaration: The Independent Directors havesubmitted the Declaration of Independence as required pursuant to Section 149 of theCompanies Act 2013 and provisions ofthe SEBI Listing Regulations stating that they meetthe criteria of independence as provided therein.
(d) Evaluation ofthe Board's performance: In compliance with theCompanies Act 2013 and Regulation 17 ofthe SEBI Listing Regulations the performanceevaluation ofthe Board and its Committees were carried out during the year under review.More details on the same are given in the Corporate Governance Report.
(e) Policy on Directors appointment and remuneration: The Nomination& Remuneration Committee of Directors has approved a Policy for Selection Appointmentand Remuneration of Directors which inter-alia requires that the Directors shall be ofhigh integrity with relevant expertise and experience so as to have a diverse Board. ThePolicy also lays down the positive attributes/ criteria while recommending the candidaturefor the appointment as Director.
The Company follows a Policy on Remuneration of Directors KMP andSenior Management Employees. The policy is approved by the Nomination & RemunerationCommittee and the Board. The main objective of the said policy is to ensure that the leveland composition of remuneration is reasonable and sufficient to attract retain andmotivate the Directors KMP and senior management employees. The Remuneration Policy forthe Directors and senior management employees is given in the Corporate Governance Report.
(f) Familiarization Programme for Independent Directors: In compliancewith the Regulation 25(7) of the SEBI Listing Regulations the familiarization programmeaims to provide Independent Directors with the hospitality industry scenario thesocio-economic environment in which the Company operates the business model theoperational and financial performance of the Company significant developments etc so asto enable them to take well informed decisions in a timely manner. The familiarizationprogramme also seeks to update the Directors on the roles responsibilities rights andduties under the Act and other statutes.
The policy on company's familiarization programme for IndependentDirectors and the details of familiarization programmes imparted to Independent Directorsincluding the number of hours spent by each Independent Director in such programmes isposted on the company's website at www.caravelabeachresortaoa.com/investorrelations
(g) Key Managerial Personnel: Pursuant to the provisions of Section 203of the Act the Key Managerial Personnel of the Company as on March 312021 are: Mr.Sunder G. Advani Chairman & Managing Director and Mr. Nilesh Jain Company Secretary.
During the year under review Mr. Sachin Jain G.M Finance designatedas CFO of the company has resigned.
Mr. Sachin Jain the former Chief Financial Officer submitted hisresignation letter in February 2021. During the Notice Period of 30 days financialirregularities were noted in the accounting of cash receipts initially by the InternalAuditors of the Company this finding is also supported by the subsequent scrutiny ofrecords documents and transactions undertaken by the Company and the auditors. It appearsthat Mr. Sachin Jain has committed certain illegal acts that may be regarded as beingfraudulent. He also misused his position in the Company as the Head of the FinanceDepartment of the Company's hotel in Goa.
This was informed to the Stock Exchanges in March 2021 and relevantextract of the same is given below for information of the Shareholders. The nature offinancial irregularities / frauds suspected and uncovered so far are as under:
|Nature of Fraud ||Particulars |
|Act with the intent to injure the interest of the company ||1 Misappropriation of money collected from sale of scrap/miscellaneous items. Embezzlement of Company's funds officially collected by him on behalf of the Company and deliberately not recorded by him in the books of accounts and not deposited by him into Company's bank account.Issue of cheques and payments from the Company's bank account to unknown entities having no business dealings with the Company. |
| ||2 Unauthorised reversal / Write-Off of certain Accounts Receivables of the Company's Revenue in respect of valid Tax Invoices issued by the Company (several days post check-out of the guests who stayed in the Company's hotel in Goa).Theft of Company assets for personal use. |
|Abuse of position to gain undue advantage ||1 Unauthorised purchase of and payment towards Fixed Assets for his personal use. Manipulating information in the details of the Fixed Asset Additions report given to the Directors for the Board Meeting by deleting certain assets bought by him for himself without any authority. |
|Concealment and falsification of facts with intent to deceive ||1 Manipulation of the attendance and leave records in the system by impersonation of HR executives by misuse of their login to alter and falsify his personal attendance records on several occasions. |
| ||2 Manipulation of the attendance and leave records in the system by directly falsifying his attendance and leave records through misuse of his own login access. |
| ||Misappropriation of the Company provided reimbursement of accommodation allowance beyond the authorised period and misrepresenting components of his Cost to the Company (CTC) in the reports given to the Directors for the Board Meetings while simultaneously unauthorised accommodation reimbursements / rent payments were surreptitiously being released by him for his own accommodation from April 1 2020 onwards. |
| ||4 Manipulating and misrepresenting information on asset procurement placed before the Board of Directors by deleting assets purchased by him without authority. |
Estimated impact on the listed entity. The extent of the loss is notquantifiable as on today as the investigation is presently in progress. Till date theAuditors have been able to identify financial irregularities to the tune of approximatelyRs. 13.00 lakhs. Estimated amount involved (if any);The estimated amount involved ispresently not quantifiable as the investigation is still in progress. As stated above wehave been able to identify financial irregularities to the tune of approximately Rs. 13.00lakhs till date. Whether such fraud / default / arrest has been reported to appropriateauthorities:The Company has filed a police complaint in Goa with a request to file a FIRafter conducting an investigation. As and when any additional financial irregularities areunearthed additional complaints will be filed in the appropriate forums with theappropriate authorities.
14. BUSINESS RESPONSIBILITY REPORT:
In accordance with regulation 34(2) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations") theBusiness Responsibility Report describing the initiatives taken by the Company from theenvironmental social and governance perspective is attached as "Annexure B" andforms part of this Report.
15. CORPORATE GOVERNANCE:
The Company has complied with the corporate governance requirementsunderthe Companies Act 2013 and as stipulated under the SEBI listing regulations. Aseparate section on corporate governance underthe listing regulations along with acertificate from the statutory auditors confirming the compliance is annexed and formspart of this Annual Report.
16. MANAGEMENT DISCUSSION AND ANALYSIS:
Management's Discussion and Analysis Report for the year underreview as stipulated underthe Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations") ispresented in a separate section forming part of the Annual Report.
17. SECRETARIAL STANDARDS:
The Directors state that applicable Secretarial Standards i.e. SS-1and SS-2 relating to Meetings of the Board of Directors' and GeneralMeetings' respectively have been duly followed by the Company.
18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has designed and implemented a process driven framework forInternal Financial Controls (IFC) within the meaning of the explanation in Section134(5)(e) of the Companies Act 2013.
The Company's internal controls system has been established onvalues of integrity and operational excellence. The formal and independent evaluation ofinternal controls and initiatives for remediation of deficiencies by the Internal Auditorshas resulted in a sound framework for Internal Controls commensurate with the size andcomplexity of the business.
The internal control framework essentially has two elements: (1)structures policies and guidelines designed to achieve efficiency and effectiveness inoperations and compliance with laws and regulations; (2) an assurance function provided byInternal Auditors.
The Company also has well-documented Standard Operating Procedures(SOPs) for various processes which are periodically reviewed for changes warranted due tobusiness needs. The Internal Auditors continuously monitor the efficiency of the internalcontrols/compliance with SOPs with the objective of providing to Audit Committee and theBoard of Directors an independent objective and reasonable assurance of the adequacy andeffectiveness of the organization's risk management control and governanceprocesses. This formalized system of internal control facilitates effective compliance ofSection 138 of Companies Act 2013 and the SEBI Listing Regulations.
The Audit Committee meets regularly to review reports includingsignificant audit observations and follow up actions thereon. The Audit Committee alsomeets the company's statutory auditors to ascertain their views on financialstatements including the financial reporting system compliance to accounting policies andprocedures the adequacy and effectiveness of internal control system.
The Internal Auditor also assesses opportunities for improvement in thebusiness processes designed to add value to the organization and follow ups on theimplementation of corrective actions and improvements in the business process after reviewby the Audit Committee.
For the year ended March 312021 the Board is of the opinion that theCompany has sound IFC commensurate with the nature and size of the business operationswherein controls are in place and operating effectively and no material weaknesses exist.The Company has a process in place to continuously monitor the existing controls andidentify gaps if any. It can implement new and / or improved controls wherever the effectof such gaps would have a material effect on the Company's operations.
During the year ended March 31 2021 the Statutory Auditors of thecompany had reported the following incident of fraud involving an amount less than Rs. Onecrore under section 143 (12) ofthe Act to the Audit Committee:
An ex-employee of the Company was found to have committed certainfinancial irregularities in the nature of fraud inter alia by misappropriation of moneycollected from sale of scrap / miscellaneous items unauthorized issue of cheques fromCompany's bank accounts to an entity not having any business relationship with theCompany unauthorized reversal / write off of outstanding accounts receivablesunauthorized purchase and theft of an item of fixed asset unauthorized payment of rentfor self manipulation of attendance records and purchase of laptop exceeding thesanctioned limit. The aggregate amount of such irregularities is Rs. 12.40 Lakhs. Theex-employee has committed forgery falsification of documents and other criminal acts forwhich required action has been initiated by the Company as advised. After the close ofthefinancial year the Company has recovered an amount of Rs. 6.90 Lakhs out of the aggregateamount mentioned above and the investigation by the police is in progress. The abovefinancial irregularities were quickly detected by the Company due to robust internalcontrol mechanism and vigilant staff ofthe Company. The Company has initiated furthersteps to prevent occurrence of such incidents in future inter alia by enlarging the scopeof internal audit in the current year.
Except the above there were no reportable incidents of fraud withinthe meaning of Section 143 (12) read with Section 134 (3) of the Act.
19. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(5) of the Companies Act2013 the Board of Directors to the best of their knowledge and ability confirm that:
(i) In the preparation ofthe accounts forthe financial year ended March31 2021 the applicable Accounting Standards have been followed and there are no materialdepartures;
(ii) They have selected such accounting policies and applied themconsistently and made judgments and estimates made that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 31 2021and of the profit and loss of the Company for the year ended March 31 2021;
(iii) They have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions ofthe Companies Act forsafeguarding the assets ofthe Company and for preventing fraud and other irregularities;
(iv) They have prepared the annual accounts for the financial yearended March 31 2021 on a "going concern" basis;
(v) They have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively;
(vi) They have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the internalstatutory and secretarial auditors and external consultants including audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe board is of the opinion that the Company's internal financial controls wereadequate and effective during FY 2020-21.
20. STATUTORY AUDITORS:
M/s Amar Bafna &Associates Chartered Accountants (FirmRegistration No. 114854W) were appointed as Statutory Auditors of the Company to holdoffice as such for a period of five years from the conclusion of that AGM till theconclusion of the 35th AGM subject to ratification of their appointment byMembers at every AGM if so required under the Act.
At the 33rd AGM held on December 22 2020 the Membersapproved the appointment of M/s. JMT & Associates Chartered Accountants (ICAI FirmRegistration No. 104167W) as Statutory Auditors of your Company in place of M/s Amar Bafna& Associates which got merged with JMT & Associates with effect from September 162020.
During the year the Statutory Auditors have confirmed that they satisfythe independence criteria required under the Companies Act Code of ethics issued by theInstitute of Chartered Accountants of India.
21. STATUTORY AUDITOR'S REPORT:
The Statutory Auditors' Report to the Shareholders for the yearunder review does not contain any qualification reservations or adverse remarks ordisclaimers.
The observations and comments given in the Auditors' Report readtogether with the notes to the accounts are self explanatory and hence do not call forany further information and explanation under Section 134(3) of the Companies Act 2013.
22. SECRETARIAL AUDITOR'S REPORT:
Pursuanttothe requirements ofthe Companies Act 2013 the company hasappointed Mr. Virendra G. Bhatt Practicing Company Secretary to undertake theSecretarial Audit ofthe Company. His report dated June 26 2021 is attached separately tothis report as "Annexure C".
Further Pursuant to SEBI circular CIR/CFD/CMD1/27/2019 dated February08 2019 the Annual Secretarial Compliance Report dated April 12 2021 submitted by MrVirendra G. Bhatt Practicing Company Secretary is also attached separately to this reportas "Annexure D".
The Secretarial Auditors' Report and the Secretarial ComplianceReport for the year under review do not contain any qualification reservations or adverseremarks or disclaimers and hence do not call for any further information and explanationunder Section 134(3) ofthe Companies Act 2013.
23. FIXED DEPOSITS:
The Company has not accepted any deposits from the public/members underSection 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules2014 during the year.
24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATOR:
There are no significant material orders passed by the Regulators /Courts which would impact the going concern' status of the Company and itsfuture operations. However member's attention is drawn to the statement oncontingent liabilities in the notes forming part ofthe financial statements.
25. CODE OF BUSINESS CONDUCT:
As per the Listing Agreement the Board has a Code ofConduct' in place whereby all Board Members and Senior Management have declared andcomplied with the said Code. A declaration to this effect signed by the Chairman &Managing Director has been obtained.
26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREX EARNINGS ANDOUTGO:
As required under Section 134(3)(m) ofthe Companies Act 2013 read withRule 8 (3) ofthe Companies (Accounts) Rules 2014 the particulars relating toconservation of energy technology absorption and foreign exchange earnings and outgo aregiven in "Annexure E" hereto and forms part of this Report.
27. TRANSFER OF UNCLAIMED DIVIDEND:
During the year the company has transferred 29100 Equity sharespertaining to financial year 2012-2013 on which dividend has not been paid or claimed byshareholders for a period of seven consecutive years or more to the Investor Educationand Protection Fund established by the Ministry of Corporate Affairs.
28. DISCLOSURES UNDER THE COMPANIES ACT 2013 AND LISTING REGULATIONS:
(i) EXTRACT OF ANNUAL RETURN:
As per the requirements of Section 92(3) read with Section 134(3)(a) ofthe Act and Rules framed there under the Annual Return for FY 2021 is available on thewebsite of the company at www.caravelabeachresortaoa.com/investorrelations
The Board of Directors met 5 (Five) times in the financial year2020-21. The details of the Board Meetings and the attendance of the Directors areprovided in the Corporate Governance Report. The gap between the Board Meetings was withinthe period prescribed under the Companies Act 2013.
(iii) AUDIT COMMITTEE:
Details pertaining to the Audit Committee are included in the CorporateGovernance Report which forms part of the Annual Report.
(iv) RELATED PARTY TRANSACTIONS:
All the related party transactions are entered on arm's lengthbasis in the ordinary course of business and are in compliance with the applicableprovisions of the Companies Act 2013 and the Listing Regulations and within the limits ofthe omnibus approval granted by the Audit Committee and Board of Directors. There are nomaterially significant related party transactions made by the Company with PromotersDirectors or Key Managerial Personnel etc. which may have potential conflict with theinterest of the Company at large or which warrant the approval of the shareholders.Accordingly no transactions are being reported in Form AOC-2 in terms of Section 134 ofthe Act read with Rule 8 of the Companies (Accounts) Rules 2014. However the details ofthe transactions with Related Party are provided in the Company's financialstatements in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee andthe Board. A statement of all related party transactions is presented before the AuditCommittee on a quarterly basis specifying the nature value and terms and conditions ofthe transactions. The statement is supported by the certificate from the MD and the CFO.The Related Party Transactions Policy as approved by the Board is uploaded on theCompany's website at: www.caravelabeachresortaoa.com/ investorrelations
(v) POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at theworkplace and towards this end has adopted a policy in line with the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules there under. All employees (permanent contractual temporary trainees) are coveredunder the said policy. An Internal Complaints Committee has also been set up to redresscomplaints received on sexual harassment.
During the year under review the Company has not received anycomplaint of sexual harassment from the women employees of the Company.
29. PARTICULARS OF EMPLOYEES:
The disclosure pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexed to thisreport as "Annexure F".
Further a statement showing the names and other particulars ofemployees drawing remuneration in excess of limits as set out in the Rules 5(2) and 5(3)of the aforesaid rules forms part of this report.
30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE COMPANY:
There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of thisreport.
Your Directors appreciate the assistance provided by the bankers theMinistry of Finance Tourism and the Goa Government. We thank the Shareholders our valuedclients and the tour operators for their continued support. Your Directors also appreciatethe contributions made by all employees to improve the operations of the Company.