Your Directors have pleasure in presenting their 27th Report on the business andoperations of the Company together with the Audited Financial Statements for the financialyear ended March 31 2020.
|PARTICULARS || |
| ||2019-20 ||2018-19 ||2019-20 ||2018-19 |
|Revenue from Operations ||- ||5274.47 ||- ||5274.48 |
|Expenses ||(1970.26) ||(6937.21) ||(1715.83) ||(6936.03) |
|Depreciation ||(11.01) ||(315.80) ||(11.01) ||(315.80) |
|Profit from Operations before Finance Cost & Tax ||(1981.27) ||(1978.54) ||(1726.84) ||(1977.35) |
|Other Income ||9.75 ||247.72 ||9.75 ||247.71 |
|Profit before Interest & Tax ||(1971.52) ||(1730.82) ||(1717.09) ||(1729.64) |
|Interest / Finance Charges ||(415.00) ||(15370.46) ||(415.00) ||(15370.46) |
|Operating Profit before Tax ||(2386.52) ||(17101.28) ||(2132.09) ||(17100.10) |
|Interest / Finance Charges - New Hotel Projects ||- ||- ||- ||- |
|Profit (Loss) before Tax & Exceptional Items ||(2386.52) ||(17101.28) ||(2132.09) ||(17100.10) |
|Exceptional Items ||- ||(2278.41) ||- ||(2278.41) |
|Profit before Tax ||(2386.52) ||(19379.69) ||(2132.09) ||(19378.51) |
|Tax Expense ||(0.19) ||- ||(0.19) ||- |
|Profit (Loss) after Tax ||(2386.33) ||(19379.69) ||(2131.90) ||(19378.51) |
|Net Profit/(Loss) for the year ||(2386.33) ||(19379.69) ||(2131.90) ||(19378.51) |
|EPS (Basic/Diluted) ||(18.72) ||(152.01) ||(16.72) ||(152.01) |
Due to absence of Profit during the year your Directors have not recommended anydividend.
Due to absence of surplus during the year under review no amount was transferred tothe Reserves.
During the period under review your Company has not accepted renewed or invited anydeposit.
INTERNAL FINANCIAL CONTROL
The Company has an internal financial control system commensurate with size scale andcomplexity of its operations. The internal financial control system is adequate andoperating effectively so as to ensure orderly and efficient conduct of businessoperations. The Company's internal financial control procedures ensure the reliability ofthe Financial Statements of the Company and prepared in accordance with the applicablelaws.
During the year under review there were no changes in the paid-up equity share capitalof the Company.
The Equity Shares issued by the Company are listed at following Stock Exchanges as onMarch 31 2020:
1. National Stock Exchange of India Limited (NSE)
2. BSE Limited (BSE)
Annual listing fee for the Financial Year 2020-21 has been paid to both the StockExchanges. The Equity Shares continue to be listed on both NSE and BSE.
The provisions of the Companies Act 2013 (''Act'') have placed statutory restrictionon the Company having accumulated losses from payment of dividends on Preference Shares.As a result dividends on Preference Shares have not been paid for more than two yearsthereby making the holders of these shares entitled to vote on all resolutions placedbefore the Company. The proportion of voting rights of Equity Shareholders to the votingrights of Preference Shareholders shall be in proportion to their paid up capital.
The Board of Directors in their meeting held on August 11 2017 had proposedmodification in the terms of redemption of 4150000 10% Cumulative Redeemable PreferenceShares and the same were approved by shareholders on September 20 2017. However theHon'ble National Company Law Tribunal (NCLT) Delhi in a petition filed by one of theshareholder along with other shareholders acting in concert with it vide its order datedNovember 24 2017 restrained such Preference Shareholders from exercising their votingrights in respect of these preference shares and directed the Company not to give effectto the resolution dated August 11 2017 till further orders. The matter is pendingadjudication before Hon'ble National Company Law Tribunal (NCLT).
CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business of the Company during the financial yearended March 31 2020.
SUBSIDIARIES / JOINT VENTURES / ASSOCIATES
The Company has following Subsidiaries/Associates as on March 31 2020 namely:
1. Golden Joy Hotels Private Limited (Wholly Owned Subsidiary Company)
2. Blue Coast Hospitality Limited (Wholly Owned Subsidiary Company)
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements for the year ended March 31 2020 has beenprepared in accordance with Indian Accounting Standards (Ind AS) notified under theCompanies (Indian Accounting Standards) Rules 2015 together with the comparative perioddata as at and for the previous year ended March 31 2020.
In accordance with the Companies Act 2013 and Indian Accounting Standards (Ind AS) 110on 'Consolidated Financial Statements' read with Ind AS 112 on 'Disclosure of Interest inother entities' the Audited Consolidated Financial Statements is provided in the AnnualReport.
In accordance with the provisions of Section 129(3) of the Act read with the Companies(Accounts) Rules 2014 a report on the performance and financial position of each of thesubsidiaries is attached as ANNEXURE 'A' to this Report in the prescribed formAOC-1.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Changes in Directors and Key Managerial Personnel
The members at 26th Annual General Meeting (AGM) of the Company held on 27rfhSeptember 2019 approved the:
I. Appointment of Mrs. Anju Suri as a Non-Executive Director of the company liable toretire by rotation.
II. Re-appointment of Mr. Praveen Kumar Dutt and Mr. Vijay Mohan Kaul as Non-ExecutiveIndependent Directors of the Company for a second term of 5 years commencing from 27rfhSeptember 2019 to 26th September 2024.
III. Continuation of Mr. Madan Gopal Khanna as a Non-Executive Independent Directors ofthe Company who have attained the age of 75 years for his remaining tenure.
IV. During the year under review Mr. Manujendu Sarker (DIN: 06856271) has beenappointed as an additional director under category of Non-Executive Non IndependentDirector of the company by the Board of Director with effect from July 24 2020 Yourdirector recommending his regularization in this Annual General Meeting.
STATEMENT ON INDEPENDENT DIRECTOR'S DECLARATION
Your Company has three Independent Directors in its Board. Pursuant to Section 149 (7)of Companies Act 2013 ("Act") all the Independent Directors has provideddeclaration on their status as an Independent Director and they meet the criteria ofindependence as provided in Section 149 (6) of the Act and Regulation 16(1)(b) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 as amended. There hasbeen no change in the circumstances affecting their status as an Independent Directors ofthe Company.
During the year under review a separate meeting of the Independent Directors of theCompany was held on May 30 2019 without the presence of any other Director(s). TheIndependent Directors reviewed the performance of Non-Independent Directors and the Boardas a whole and assessed the quality quantity and timelines of flow of information betweenthe Company Management and the Board. The Company Secretary acted as a secretary to theMeeting.
EVALUATION OF BOARD COMMITTEES AND DIRECTORS
Pursuant to the provisions of the Act and Regulation 17 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out its ownperformance evaluation that of the Committees and the individual performance of itsDirectors. The manner in which the evaluation has been carried out has been provided inthe Corporate Governance Report.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The details pertaining Familiarization Programme for Independent Directors has beenincorporated in Corporate Governance Report.
NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2019-20 Board conducted total Five (5) meetings to transactthe business of the Company. Details of all such meetings are given in CorporateGovernance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to the Director's Responsibility Statement it is hereby confirmed that:
a) In the preparation of annual accounts for the Financial Year ended March 31 2020the applicable accounting standards have been followed along with proper explanationrelating to material departures;
b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year March31 2020 and of the profit and loss of the Company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for prevention and detecting fraud and otherirregularities;
d) The Directors had prepared the annual accounts for the financial year ended on March31 2020 on a going concern basis;
e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
MANAGERIAL REMMUNERATION AND OTHER DISCLOSURES
The disclosures as required under Section 197 of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is annexed and forms part of this report as ANNEXURE 'B.
Your Company has an Audit Committee in compliance of the provisions of Section 177 ofthe Act and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The complete details with respect to Audit Committee as required to begiven under the aforesaid provisions is given in the 'Corporate Governance Report'.
WHISTLE BLOWER /VIGIL MECHANISM
The Company has established a Whistle Blower Policy/Vigil Mechanism through which it'sDirectors and Employees can report their genuine concern about unethical behavior actualor suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. Thesaid policy provides for adequate safeguard against victimization and also direct accessto the higher level of superiors including Chairman of the Audit Committee in exceptionalcases. The Audit Committee reviews the same from time to time. In compliance with Section177 of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the same is available on the website of the Company at www.bluecoast.in.
RISK MANAGEMENT POLICY
The Company has in place a mechanism to inform the Board about the risk assessment andminimisation procedures and periodical review to ensure that management controls riskthrough means of a properly defined framework.
The Company has formulated and adopted Risk Management Policy to prescribe riskassessment management reporting and disclosure requirements of the Company; the same isavailable on the website of the Company at www.bluecoast.in.
NOMINATION AND REMUNERATION COMMITTEE
Your Company has a Nomination and Remuneration Committee in compliance to theprovisions of Section 178 of the Act and Regulation 18 of SEBI (Listing Obligations &Disclosure Requirements) Regulation 2015 as amended. The complete details with respect tothe salient features of Nomination and Remuneration Committee as required to be givenunder the aforesaid provisions is given in the 'Corporate Governance Report'.
The Company has adopted a Nomination and Remuneration Policy for Directors KeyManagerial Personnel (KMP) and other employees of the Company as formulated by Nominationand Remuneration Committee pursuant to provisions of Section 178 of the Act and Para A ofPart D of Schedule II of SEBI (Listing Obligations & Disclosure Requirements)Regulation 2015 as amended which acts as a guideline for determining inter-aliaqualifications positive attributes and independence of a Director matters relating tothe remuneration appointment removal and evaluation of performance of the Directors KeyManagerial Personnel Senior Management and other employees.
The Company has made the requisite changes in the policy in accordance with theprovisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The detailed policy formulated by Nomination andRemuneration Committee can be accessed at www.bluecoast.in.
M/s Dewan & Gulati Chartered Accountants (Firm registration number 003881-N) asthe Statutory Auditors of the Company were appointed by the shareholders in the AnnualGeneral Meeting held on September 28 2017 pursuant to provisions of Section 139 141142 and other applicable provisions if any of the Act read with the Companies (Auditand Auditors) Rules 2014 and subject to all the applicable laws and regulations for aterm of five (5) consecutive years to hold office from the conclusion of the 24th AnnualGeneral Meeting until the conclusion of 29th Annual General Meeting to be held in the year2022.
The requirement to place the matter relating to appointment of auditors forratification by Members at every Annual General Meeting has been waived off by theCompanies (Amendment) Act 2017 with effect from May 7 2018. Accordingly no resolutionis being proposed for ratification of appointment of statutory auditors at the ensuingAnnual General Meeting.
EXPLANATION TO AUDITOR'S REPORT
On Matters of Emphasis on Statutory Auditor's Report
We draw attention to Note 22 (a) of Standalone Financial Statements regarding handingover of only operational asset of the Company to the auction purchaser pursuant to Hon'bleSupreme Court order raising significant doubt on the company's ability to continue as agoing concern.
On account of default in repayment of term loan IFCI initiated recovery proceedingunder SARFAESI Act 2002 against the company and allegedly auctioned the Hotel propertyPark Hyatt Goa for an amount of '51544.01 Lakhs. On 19.03.2018 Hon'ble Supreme Court ofIndia ordered the company to handover the possession of the Hotel to the auction purchaserwithin a period of six months. In compliance of Hon'ble Supreme Court order the Companyhas handed over the possession of the property Park Hyatt Goa Resort & Spa to theauction purchaser on 19.09.2018. The handing over of only operational asset of the companyto the auction purchaser pursuant to aforesaid order has impacted the company's ability tocontinue as a going concern.
However the company has availed of its Right to redeem the property u/s 60 of theTransfer of Property Act 1882 by giving notice to IFCI Limited before handing over thepossession of property. The Writ Petition is pending adjudication at Hon'ble High Court ofBombay at Goa. The outcome of the writ petition may have the material impact on thecompany as a going concern and may also impact the alleged sale of Hotel property at Goa.
During the year under review the Company has appointed Mr. Prem Chand Goel PracticingCompany Secretary (C.P No 457) Ghaziabad as a Secretarial Auditor of the Company toconduct the Secretarial Audit of the Company as per the provisions of Section 204 (1) ofthe Companies Act 2013 and other laws as applicable for the financial year 2019-20. TheReport in Form MR-3 is enclosed as Annexure- 'C' to this Annual Report and thereare no qualifications reservations and remarks made by the Secretarial Auditor in hisReport if any are self-explanatory.
The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards as issued by the Institute of Company Secretaries ofIndia (ICSI) and that such systems are adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review your Company does not fall under the criteria asspecified under Section 135 (1) of the Companies Act 2013. Hence no amount is requiredto be spent as per the provisions of Section 135 of the Act.
EXTRACT OF ANNUAL RETURN
The information as required under Section 134 of the Act read with Rule 12 of theCompanies (Management and Administration) Rules 2014 is provided in the Annexure- D formingpart of this Report the same is available on the website of the Company at www.bluecoast.in.
LOAN AND INVESTMENT BY COMPANY
Pursuant to Section 186 of the Act Details of loan and investment made by the companyis given in the notes to the Financial Statement of the Company.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the companyhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING AND OUTGO
In compliance with order of Hon'ble Supreme Court of India Company has handed over thepossession of its only operating property on September 19 2018 hence the consumption ofenergy or technology absorption and foreign exchange earnings and outgo is not pertinent.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS
During the year under review no significant and material orders passed by regulators /courts / tribunals PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review pursuant to the provisions Section 188 of the CompaniesAct 2013 read with the Companies (Meeting of Board and its Powers) Rules 2014 yourcompany has not entered into any contract or arrangement with the related party. Hencedisclosure of the same is not applicable on the Company
In accordance with the requirements of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the company has formulated policy on the related partytransactions and material subsidiaries. The same is available on the website of theCompany i.e. www.bluecoast.in.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of the operations performance and other matters of the Company isset out in the Management Discussion and Analysis Report pursuant to Regulation 34 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amendedforms part of this Annual Report as ANNEXURE -E
THE POLICY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013 NUMBER OF CASES FILED WITH COMPANY IF ANY AND THEIR DISPOSAL
The Company has in place a policy on Prevention Prohibition and Redressal of SexualHarassment of Women at Workplace pursuant to the requirements of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013. An InternalComplaints Committee (ICC) has been set up to redress complaints received regarding sexualharassment. The policy has set guidelines on the redressal and enquiry process that is tobe followed by complainants and the ICC while dealing with issues related to sexualharassment at the work place. All women employees whether permanent temporarycontractual and trainees are covered under this policy. The Company has not received anycomplaint during the year.
The Directors express their sincere appreciation of the co-operation and assistancereceived from auditors members and all the stakeholders of company. The Directors alsowish to place on record their deep sense of appreciation for the commitment displayed bythe employees at all levels.
| ||By Order of the Board For Blue Coast Hotels Limited || |
| ||Sd/- ||Sd/- |
| ||(Kushal Suri) ||(Anju Suri) |
|Place: New Delhi ||Whole Time Director ||Director |
|Date: 31.08.2020 ||DIN: 02450138 ||DIN: 00042033 |