Blue Coast Hotels Ltd.
|BSE: 531495||Sector: Services|
|NSE: BLUECOAST||ISIN Code: INE472B01011|
|BSE 00:00 | 24 Oct||Blue Coast Hotels Ltd|
|NSE 05:30 | 01 Jan||Blue Coast Hotels Ltd|
|BSE: 531495||Sector: Services|
|NSE: BLUECOAST||ISIN Code: INE472B01011|
|BSE 00:00 | 24 Oct||Blue Coast Hotels Ltd|
|NSE 05:30 | 01 Jan||Blue Coast Hotels Ltd|
Your Directors have pleasure in presenting 28 Annual Report on the business andoperations of the Company together with the Financial Statements for the nancial yearended March 31 2021.
WEBLINK OF ANNUAL RETURS
Pursuant to section 92(3) of Companies Act 2013 Annual Returns of your Company isavailable at www.bluecoast.in.
NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2020-21 Board has conducted total Six (6) meetings totransact the business of the Company. Details of all such meetings are given in CorporateGovernance Report section of this Annual 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 con rmed that:
a) In the preparation of annual accounts for the Financial Year ended March 31 2021the 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 nancial year 2020-21and of the pro t or loss of the Company for that period;
c) The Directors have taken proper and suf cient 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 have prepared the annual accounts for the nancial year ended on March31 2021 on a going concern basis;
e) The Directors have laid down internal nancial controls to be followed by the Companyand that such internal nancial controls are adequate and are operating effectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
STATEMENT ON INDEPENDENT DIRECTOR'S DECLARATION AND MEETING
Pursuant to Section 149 (7) of Companies Act 2013 (Act) all the Independent Directorsin Board Meeting of the Financial Year 2020-21 held on June 29 2020 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.
Mr. Vijay Jain who has been appointed as an Additional Director under the category ofIndependent Director w.e.f March 01 2021 has also provide the same declaration in his rstBoard Meeting held on March 01 2021.
During the year under review a separate meeting of the Independent Directors of theCompany was held on Friday February 12 2021 without the presence of any otherDirector(s). The Independent Directors reviewed the performance of Non-IndependentDirectors and the Board as a whole and assessed the quality quantity and timelines of owof information between the Company Management and the Board. The Company Secretary actedas a secretary to the Meeting.
NOMINATION AND REMUNERATION POLICY
Your Company has a Nomination and Remuneration Committee in compliance to theprovisions of Section 178 of the Act and Regulation 18 of SEBI (Listing Obligation &Disclosures Requirements) Regulation 2015 as amended. The complete details with respectto the salient features of Nomination and Remuneration Committee as required to be givenunder the aforesaid provisions is given in the 'Corporate Governance Report' section ofthis Annual 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 Obligation & Disclosures Requirements)Regulation 2015 as amended which acts as a guideline for determining inter-alia qualications positive attributes and independence of a Director matters relating to theremuneration appointment removal and evaluation of performance of the Directors KeyManagerial Personnel Senior Management and other employees.
The Company has made the requisite changes in accordance of the Companies Act 2013 asamended and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 asamended. The detailed policy on Director's appointment and remuneration including criteriafor determining quali cation positive attributes independence of a Director formulatedby Nomination and Remuneration Committee is available at our website and can be accessedat www.bluecoast.in.
I) STATUTORY AUDITORS
M/s Dewan & Gulati Chartered Accountants (Firm registration number 003881-N)as the Statutory Auditors of the Company was 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 (including any statutory modi cation(s) or re-enactment thereoffor the time being in force) and subject to all the applicable laws and regulations for aterm of ve (5) consecutive years to hold of ce from the conclusion of the 24 AnnualGeneral Meeting until the conclusion of 29 Annual General Meeting to be held in the year2022 subject to rati cation of appointment by the Members at every Annual GeneralMeeting.
The requirement to place the matter relating to appointment of auditors for rati cationby Members at every Annual General Meeting has been waived off by the Companies(Amendment) Act 2017 with effect from May 7 2018. Accordingly no resolution is beingproposed for rati cation of appointment of statutory auditors at the ensuing AnnualGeneral Meeting.
EXPLANATION TO AUDITOR'S REPORT
On Matters of Emphasis on Statutory Auditor's Report
We draw attention to Note 28 (a) in the Financial Statements regarding handing overof only operational asset of the Company to the auction purchaser pursuant to Hon'bleSupreme Court order raising signi cant 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 sold the Hotel property ParkHyatt Goa for an amount of Rs51544.01 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 before handing over the possessionof property. The Writ Petition is pending adjudication at Hon'ble High Court of Bombay atGoa. The outcome of the writ petition may have the material impact on the company as agoing concern and may also impact the alleged sale of Hotel property at Goa.
ii) SECRETARIAL AUDIT
During the year under review the Company has appointed Mr. Aakash Jain PracticingCompany Secretary (C.P No 21327) Delhi 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 nancial year 2020-21.
The Report in Form MR-3 is enclosed as Annexure-'C' to this Annual Report and there areno quali cations reservations and remarks made by the Secretarial Auditor in his Reportif any are self-explanatory.
During the year Blue Coast Hospitality Ltd. and Golden Joy Hotel Pvt. Ltd. areidentified as material unlisted subsidiary companies in accordance with the provisions ofRegulation 16 (1) (C) of the Listing Regulations and pursuant to the Regulation 24(A)(1)of the Listing Regulations a report on Secretarial Audit of Blue Coast Hospitality Ltd.and Golden Joy Hotel Pvt. Ltd. is annexed herewith as Annexure 'C-1' & Annexure 'C-2'.
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.
LOAN GUARANTEES AND INVESTMENT BY COMPANY
Pursuant to Section 186 of the Act details of loan and investment made by thecompany is given in the notes to the Financial Statement of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the related party transactions that were entered into during the financial yearwere on arm's length basis and in the ordinary course of business. During the year underreview there were no materially significant related party transactions including arm'slength transactions; hence disclosure in Form AOC 2 is not required.
The complete details with respect to contracts or arrangements with related parties asrequired to be given under the Act and Part C of Schedule V of Listing Regulations isgiven in the 'Corporate Governance Report'.
STATE OF COMPANY'S AFFAIRS
In compliance with order of Hon'ble Supreme Court of India dated September 19 2018Company handed over its sole revenue generating asset Hotel Park Hyatt Goa to ITCLimited. Currently Company has no revenue generating business and exploring newopportunity of the business. Company also contesting in Bombay High Court to retain theabovementioned property.
Due to absence of surplus during the year under review no amount was transferred tothe Reserves.
Due to absence of Pro t during the year your Directors have not recommended anydividend for the Financial Year 2020-21.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the nancial position of the companyhave occurred between the end of the nancial year of the company to which the nancialstatements relate and the date of the report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING
In compliance with order of Hon'ble Supreme Court of India Company has handed overthe possession of its only operating property on September 19 2018 hence the consumptionof energy or technology absorption and foreign exchange earnings and outgo is notpertinent.
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 de ned 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
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review your Company does not fall under the criteria as speci edunder Section 135 (1) of the Companies Act 2013. Hence no amount is required to be spentas per the provisions of Section 135 of the Act.
Further Composition of Corporate Social Responsibility Committee is disclose inCorporate Governance Report section of this Annual Report.
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 of Directors in their Meetingheld on June 29 2020 has carried out performance evaluation of Board as whole committeesand the individual performance of each Directors.
The manner in which the evaluation has been carried out has been detailed in theCorporate Governance Report.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated nancial statements for the year ended March 31 2021 has been preparedin accordance with Indian Accounting Standards (Ind AS) noti ed under the Companies(Indian Accounting Standards) Rules 2015 together with the comparative period data as atend of March 31 2021 and for the previous year. In accordance with the Companies Act2013 and Indian Accounting Standards (Ind AS) 110 on 'Consolidated Financial Statements'read with Ind AS 112 on 'Disclosure of Interest in other entities' the AuditedConsolidated Financial Statements is provided in the Annual Report.
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 nancial position of each of thesubsidiaries is attached as ANNEXURE 'A' to this Report in the prescribed form AOC-1.
CHANGE IN THE NATURE OF BUSINESS
There were no changes in the nature of business of the Company during the nancial yearended March 31 2021.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Changes in Directors and Key Managerial Personnel
OPINION OF THE BOARD OVER THE APPOINTMENT OF MR. VIJAY JAIN AS AN INDEPENDENT
Board of Director as recommended by nomination & remunerations committee found Mr.Vijay Jain suitable for the post of Independent Director as Mr. Vijay Jain is a quali edin M. com L.L.B and also a Fellow Company Secretary has total experience of 40 years ineld of Finance Accounts Administration Legal and Secretarial.
He had been associated with Companies like Haryana Land Reclamation & DevelopmentCorporation and Sooraj Automobiles Limited.
SUBSIDIARIES / JOINT VENTURES / ASSOCIATES
The Company has following Subsidiaries/Associates as on March 31 2021 namely:
1. Golden Joy Hotels Private Limited (Wholly Owned Subsidiary Company)
2. Blue Coast Hospitality Limited (Wholly Owned Subsidiary Company)
During the period under review your Company has not accepted renewed or invited anydeposit.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS
During the year under review no signi cant and material orders were passed by anyRegulators / Courts / Tribunals
INTERNAL FINANCIAL CONTROL
The Company has an internal nancial control system commensurate with size scale andcomplexity of its operations. The internal nancial control system is adequate andoperating effectively so as to ensure orderly and ef cient conduct of business operations.The Company's internal nancial control procedures ensure the reliability of the FinancialStatements of the Company and prepared in accordance with the applicable laws.
To maintain its objectivity and independence the Internal Auditor reports to theChairman of the Audit Committee of the Board. Based on the internal audit report processowners undertake corrective action in their respective areas and thereby strengthening thecontrols. Signi cant audit observations and corrective actions thereon are presented tothe Audit Committee of the Board. The internal auditor carries out extensive auditsthroughout the year across all functional areas and submits its reports from time to timeto the Audit Committee of the Board of Directors.
DISCLOSURE UNDER SECTION 148 (1) OF COMPANIES ACT2013
Section 148 of Companies Act 2013 is not applicable on the Company.
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 ofsexual harassment of women at workplace pursuant to the requirements of the sexualharassment of women at workplace (Prevention Prohibition and Redressal) Act 2013. AnInternal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. The policy has set guidelines on the redressal and enquiryprocess that is to be followed by complainants and the ICC while dealing with issuesrelated to sexual harassment at the work place. All women employees whether permanenttemporary contractual and trainees are covered under this policy. The Company has notreceived any complaint during the year.
During the year under review there were no changes in the paid-up equity sharecapital of the Company.
The Equity Shares issued by the Company are listed at following Stock Exchanges as onMarch 31 2021:
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 proposed modication in the terms of redemption of 4150000 10% Cumulative Redeemable Preference Sharesand the same were approved by shareholders in their meeting held on September 20 2017.However the Hon'ble National Company Law Tribunal (NCLT) Delhi in a petition led by onelitigant vide its order dated November 24 2017 restrained these Preference Shareholdersfrom exercising their voting rights in respect of these preference shares and directed theCompany not to give effect to the resolution dated August 11 2017 till further orders.
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'.
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 company has established a Whistle Blower Policy/Vigil Mechanism through which itsDirectors Employees and Stakeholders can report their genuine concern about unethicalbehaviours actual or suspected fraud or violation of the Company's Code of Conduct orEthics Policy. The said policy provides for adequate safeguard against victimization andalso direct access to the higher level of superiors including Chairman of the AuditCommittee in exceptional cases. The same is reviewed by the Audit Committee from time totime.
The Directors express their sincere appreciation of the co-operation and assistancereceived from the Central Government State Government Company's Bankers AuditorsMembers Lawyers and other business associates. The Directors also wish to place on recordtheir deep sense of appreciation for the commitment displayed by the employees at alllevels.