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Emerald Leisures Ltd.

BSE: 507265 Sector: Services
NSE: N.A. ISIN Code: INE044N01021
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NSE 05:30 | 01 Jan Emerald Leisures Ltd
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VOLUME 11
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OPEN 61.30
CLOSE 61.30
VOLUME 11
52-Week high 118.30
52-Week low 43.65
P/E
Mkt Cap.(Rs cr) 31
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Emerald Leisures Ltd. (EMERALDLEISURES) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 87th Annual Report on thebusiness and operations of the Company together with the Audited Statement of Accounts forthe year ended 31st March 2021.

I. FINANCIAL HIGHLIGHTS:

During the year under review performance of your Company as under:

(Rupees in Lakhs)

Particulars Year ended 31st March 2021 Year ended 31st March 2020
Total Income 495.76 1339.63
Expenses:
a) Depreciations amortization expenses 402.89 494.76
b) Finance Cost 772.03 723.06
c) othersl 044.19 402.15 1044.19
Profit/(loss) before Tax (1081.31) (922.38)
Profit/(loss) after Tax (1081.31) (922.38)
Other Comprehensive Income for the year 7.84 1.76
Total Comprehensive Income for the year (1073.48) (920.62)
Earning per share( Basic) (42.89) (40.53)
Earning per share (Diluted) (42.89) (40.53)

COVID-19

The outbreak of Coronavirus (COVID-19) pandemic in March'2020 has continued beyondexpectations and wrecked havoc on business. Hospitality sector has been the worst affectedowing to complete disruption in domestic and international travel. There has beenunprecedented slowdown of economic activity throughout the world and is impactingoperations of the businesses by way of interruption in supply chain unavailability ofpersonnel restriction on domestic and international travel increased costs ofmaintenance and upkeep rise in costs of input & services etc.

The restriction on business activities has still not gone away and threat of lock downstill looms large due to fear of third wave hitting the world. Your Company has beenactively engaged and proactively taking all the necessary steps required to be taken todeal with the pandemic in the areas of employee - health and safety business strategyoptimizing finances operations and technology. This response has reinforced stakeholder'sconfidence and many of them have expressed their appreciation and gratitude for the timelyresponse under most challenging conditions.

II. OPERATIONS FOR THE PERIOD AND FUTURE OUTLOOK:

(i) OPERATIONS FOR THE PERIOD:

The operations of the Company for FY 20-21 were badly hit owing to COVID-19 pandemicthat has affected the business globally. The global pandemic COVID-19 has affected thehospitality & club business the hardest due to which there has been a great impact onrevenues for the entire year. . The management has tried to capture every businessopportunity and maximize the revenues within the constrained and restrictive businessscenario prevalent due to various Government restrictions. However Management wishes toassure the shareholders that in spite of host of challenges the company has been takinginnovative measures to keep the business going and revive the revenue streamsconsistently.

(ii) FUTURE OUTLOOK:

Due to Lockdown & various restrictions imposed by the Government since March'20owing to Covid 19 pandemic all the operations of the company have been severely affected& come to a virtual standstill. While the revenues have fallen to a trickle fixedcost pressures continue to mount. The Company is looking to develop alternate revenuestreams but the initiatives have not met with any big success due to overall challengingand depressed social & business environment. The Management is taking all efforts tokeep the facilities in good condition and retain the team as far as possible so that itcan kick start the operations with minimum time lag once the Unlock guidelines takeeffect. The Management is committed to take all such measures that will strengthen theCompany and its' operations in years to come. The Management wishes to place on record thefact that the company has still not received approvals for future construction of certainfacilities for which the Company is consistently pursuing with the appropriateauthorities and is hopeful of some positive development in time to come. The business ofthe company is largely dependent on the overall economic growth and general businesssentiment prevalent in the market. However the Management is positive in its' outlook andis confident of generating better revenues in the post Covid-19 times.

The liquidity position of the company is very poor but company is making every effortsto meet its commitments to maximum extent possible. The company is also looking closely tovarious business opportunities which will help the Company to restart its' operations withfull strength. The company expects to secure further emergency credit loan under ECLGS 3.0as COVID relief package announced by the Government of India to support operations.

III. DIVIDEND:

The Chairman informed the Board that in view of current year losses and accumulatedlosses it would be prudent not to recommend payment of dividend on Equity Share Capitalof the Company for the Financial Year ended 31st March 2021. The Board afterdiscussion on the matter decided not to recommend any dividend on Equity Share Capital ofthe Company for the Financial Year ended 31st March 2021.

IV. REVENUE:

The Company has earned gross revenue of Rs. 495.76 lakhs in the year 2020-21 underreview. The Company has a negative EBITDA of Rs 1081.31 lakhs &PAT of a loss of Rs.1081.31 lakhs.

V. AMOUNTS TRANSFERRED TO RESERVES:

In view of the current year's losses the Board of the Company does not recommendtransfer of any amount to reserves.

VI. SHARE CAPITAL:

Authorized share Capital

There is no change in Authorized share capital of the company for the Financial Year2020-2021.

VII. PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS:

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in the Annual Report.

The Register of Loan Guarantee Security and Investment is maintained in Form MBP-2under section 186 of the Act 2013 which is available for inspection during the businesshours on all working days.

VIII. FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public during the financialyear ended March 31 2021.

IX. PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES:

There were no contract(s) / arrangement(s) / transaction(s) entered into by yourCompany with its related parties during the year under review as per the provisions ofSection 188(1) of the Act read with Companies (Meetings of Board and its Powers) Rules2014 and Regulations 23 of SEBI (LODR) Regulations 2015.

Particulars of contract or arrangements made with related parties referred to section188 (1) of the Companies Act is prescribed in Form AOC -2 as"ANNEXURE 1" toBoard's Report.

X. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(i) DIRECTOR RETIRING BY ROTATION:

In terms of Section 152(6) of the Companies Act 2013 and the Articles of Associationof your Company Mr. Jaydeep Mehta (DIN: -00252474) Director of the Company is liable toretire by rotation at the Eighty Seventh Annual General Meeting as he is holding officefor the longest period and his appointment shall be liable to retire by rotation.

Mr. Jaydeep Mehtahas confirmed his eligibility and willingness to accept the office ofthe Director of your Company if confirmed by the Members at the ensuing Annual GeneralMeeting. In the opinion of your Directors Mr. Jaydeep Mehta has requisite qualificationsand experience and therefore your Directors recommend that the proposed resolutionrelating to the re-appointment Mr. Jaydeep Mehta be passed.

(ii) Key Managerial Personnel:

In terms of Section 203 of the Act the following are the Key Managerial Personnel ofthe Company:

A) Mr. Rajesh M. Loya Whole Time Director

B) Mr. Chetan J. Mehta Executive Director - CFO

C) Mr. Manoj C. Patade Company Secretary & Compliance Officer

Mr. Manoj Patade (CS & Compliance Officer) has resigned w.e.f. 14thAugust 2021 and Ms.Vedashri Chaudhari has been appointed as the Company Secretary andCompliance Officer of the Company w.e.f 14th August 2021.

(iii) Declaration Of Independence By Independent Director:

All the Independent Directors have given their declarations stating that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation16(1)(b)of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ('the Listing Regulations'). In the opinion of the Boardthey fulfill the conditions of independence as specified in the Act and the ListingRegulations and are independent of the management.

XI. Director's Responsibility Statement:

Based on the framework of Internal Financial Controls and compliance systemsestablished and maintained by the Company the work performed by the Internal Statutoryand Secretarial Auditors including Audit of Internal Financial Controls over financialreporting by the Statutory Auditors and the reviews performed by Management and therelevant Board Committees including the Audit Committee the Board is of the opinion thatthe Company's Internal Financial Controls were adequate and effective during the FinancialYear 2020-21.

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013 the Board ofDirectors of the Company hereby state and confirm that:

(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanations relating to material departure if any;

(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2021 and of the profit or loss ofthe Company for the year ended March 31 2021;

(iii) they 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 preventing and detecting fraud and otherirregularities;

(iv) they have prepared the Annual Accounts for the financial year ended March 31 2021on a going concern basis.

(v) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively.

(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

XII. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:

Considering the nature of activities of the Company the information required underSub-section (3)(m) of Section 134 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014to be disclosed relating to the conservation of energy andtechnology absorption is provided as "ANNEXURE 2" to the Board's Report.

There is no foreign technology involved/ absorbed. During the year under review theCompany has neither earned any foreign exchange nor incurred any expenditure in Foreignexchange.

XIII. BOARD'S DIVERSITY AND EVALUATION:

The Company recognizes and embraces the importance of a diverse Board in its success.We believe that a truly diverse Board will leverage difference in thought perspectiveknowledge skill regional and industry experience which will help us retain ourcompetitive advantage.

At present your Company has Eight Directors and pursuant to the Regulation 17(1)(b) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations your Companycomplies with this requirement. In terms of the Listing Regulations your Company conductsthe Familiarization Program for Independent Directors about their roles rightsresponsibilities in your Company nature of the industry in which your Company operatesbusiness model of your Company etc. through various initiatives. The details of the sameare displayed on the website of the Company.

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board has carried out the annual performance evaluation of the entire BoardCommittees and all the Directors based on the parameters specified by the Nomination andRemuneration Committee. The exercise was carried out through a structured evaluationprocess covering various aspects of the functioning of the Board and its Committees.Individual Directors were evaluated separately on basis of their respective designationsand roles.

XIV. NUMBER OF MEETINGS OF THE BOARD:

During the financial year 2020-21 the Board of Directors met Eight times as follows:21st July2020 30th July 202019th August 202015thSeptember 202012th November 202022nd January 20219thFebruary 202117th March 2021. Table 1 below gives the attendance record of theDirectors at the Board meetings and the last Annual General Meeting held on 15thOctober 2020. The intervening gap between any two meetings was within the periodprescribed by the Companies Act 2013.

Name of Directors Designation No. of Board Meeting attended during 2020-21 Attendance of AGM held on 15th October 2020

Number of Committee positions in mandatory committees

Number of Shares held
Member Chairman
Mr. Jashwant Mehta (DIN: 00235845) Non Executive Director 8 Yes - - 432220
Mr. Chetan Mehta (DIN: 00235911) Executive Director & CFO 8 Yes 1 - 432220
Mr. Rajesh Loya (DIN: 00252470) Whole Time Director 8 Yes 2 - NIL
Mr. ManeeshTaparia (DIN:00267558) Non- Executive Independent Director 8 Yes - 2 NIL
Ms. Dhwani Mehta (DIN: 07105522) Non- Executive Women Director 8 Yes 1 - NIL
Mr. Gautam Shah (DIN: 00271794) Non- Executive Independent Director 8 Yes 2 _ NIL
Mr. Amit Shah (DIN: 07306728) Non- Executive Independent Director 8 Yes 1 1 2405
Mr. Jaydeep Mehta (DIN: 00252474) Executive Director 8 YES - - 432225

XV. COMMITTEES OF THE BOARD:

Currently the Board has three committees: Audit Committee Nomination and RemunerationCommittee Stakeholder's Relationship Committee. For the Financial year 2020-2021 thebelow are the details of the Committee as per the applicable provisions of the Act andRules:

Name of Committee Composition of the Committee No. of Meetings held
Audit Committee Mr. ManeeshTaparia Chairman Mr. Amit Shah Mr. Rajesh Loya 4
Nomination and Remuneration Committee Mr. ManeeshTaparia Chairman Mr. Gautam Shah Mr. Chetan Mehta 4
Stakeholder’s Relationship Committee Mr. Amit Shah Chairman Mr. Rajesh Loya Mr. Gautam Shah 4

XVI. COMMITTEES OF THE BOARD:

Currently the Board has three committees: Audit Committee Nomination and RemunerationCommittee Stakeholder's Relationship Committee. For the Financial year 2020-2021 thebelow are the details of the Committee as per the applicable provisions of the Act andRules:

XVII. AUDITORS

a) STATUTORY AUDITORS:

In accordance with Section 139 of the Companies Act 2013 and the rules madethereunder M. S. Mandlecha& Co. Chartered Accountants (Firm Registration No.:129037W) has been appointed as a statutory auditor of the Company for a period of Fiveyears commencing from the conclusion of 83rd AGM on August 14 2017 till theconclusion of the 88th AGM in the year 2022 at a remuneration as may beapproved by the Board for the 5 years.

The requirement for the annual ratification of Auditors appointment at the AnnualGeneral Meeting has been omitted pursuant to Companies (Amendment) Act 2017 notified on 7thMay 2018. Accordingly no resolution is being proposed for ratification of theappointment of statutory auditors at the ensuing Annual General Meeting.

During the year the statutory auditor has confirmed that they satisfy the independencecriteria required under Companies Act 2013 and Code of Ethics issued by I nstitute ofChartered Accountants of India.

The Auditors' Report does not contain any qualification reservation adverse remark ordisclaimer.

b) SECRETARIAL AUDITOR:

Due to sad demise of Mr. H B Upasani our Secretarial Auditor the Company appointedMs.Zankhana Bhansali Practicing Company Secretary (FCS No: 9261) as a SecretarialAuditor to conduct the Secretarial Audit of the Company for the Financial Year 2020-21 asrequired under Section 204 of the Companies Act 2013 and Rules there under.

The secretarial audit report for F.Y. 2020-21 forms part of the Annual Report as"ANNEXURE 3" to the Board's Report.

The Auditors' Report and the Secretarial Audit Report for the Financial Year ended 31stMarch 2021 do not contain any qualification or reservation or adverse remark.

XVIII. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

The details of the pending cases with various authorities are mentioned in the notes toFinancial Statements.

XIX. EXTRACT OF ANNUAL RETURN:

As per the General Circular issued by The Ministry of Corporate Affairs as on March 52021 under Companies (Management and Administration) Amendment Rules 2021 therequirement of attaching the extract of the annual return with the Board's Report shall bein Form No. MGT.9. has been omitted in Rule 12 of the said rule. The Extract of AnnualReturn for the F.Y. 2020-21 is available on the Company's Website link i.e.www.apteindia.com

XX. WEB LINK OF ANNUAL RETURN:

The Company is having website i.e. www.apteindia.com and annual return of Company hasbeen published on such website. Link of the same is given below:https://corporate.clubemerald.in

XXI. INTERNAL FINANCIAL CONTROL:

The Board is responsible for establishing and maintaining adequate internal financialcontrol as per Section 134 of the Companies Act 2013.

The Board has laid down policies and processes in respect of internal financialcontrols and such internal financial controls were adequate and were operatingeffectively. The internal financial controls covered the policies and procedures adoptedby your Company for ensuring orderly and efficient conduct of business including adherenceto your Company's policies safeguarding of the assets of your Company prevention anddetection of fraud and errors accuracy and completeness of accounting records and thetimely preparation of reliable financial information.

XXII. COST RECORD:

The provision of Cost audit as per section 148 is not applicable to the Company.

XXIII. SECRETARIAL STANDARDS

The Company complies with all applicable mandatory secretarial standards issued by theInstitute of Company Secretaries of India.

XXIV. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Your Company has in place an Anti-Sexual Harassment Policy in line with requirements ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. This policy applies to all categories of employees of the Company includingpermanent management and workmen temporaries trainees and employees on contract at theirworkplace or at client sites. Internal Complaints Committee(s) (ICC) has been set up toredress complaints received regarding sexual harassment. The cases reported to suchCommittee(s) are investigated by the respective Committee(s) members and the detailedreport thereon is presented to the Board of Directors on a regular basis. During the yearunder report your Company did not receive any case of sexual harassment and hence as atMarch 312021 there were no pending cases of antiharassment in your Company.

XXV. MATERIAL CHANGES AFFECTING THE COMPANY:

There are no significant or material orders which were passed by the Regulators orCourts or Tribunals which impact the going concern status and the Company's Operations infuture.

There was sub-division of shares from Rs.10 paid up to Rs.5/- paid up equity sharesrecord date being 25.05.2021.

The Board of Directors for the benefit of the Company decided to change the Registrar& Transfer Agent (RTA) from Link Intime India Pvt. Ltd to Purva Sharegistry (India)Pvt.Ltd. w.e.f (Board Meeting) Date 22nd January 2021.

XXVI. PARTICULARS OF EMPLOYEES:

a) Information as per Rule 5(1) of Chapter XIII Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

The remuneration and perquisites provided to our employees including that of theManagement are on a par with industry levels. The Nomination and Remuneration Committeecontinuously reviews the compensation of our senior executives to align both theshort-term and long-term business objectives of the Company and to link compensation withthe achievement of measurable performance goals.

Remuneration paid to Board of Directors of the Company:

Name of Director Title Remuneration in financial year 2019-2020 Remuneration in Financial Year 2020-2021 No. of shares held in the Company
Mr. Jashwant Mehta Non-Executive Director NIL NIL 432220
Mr. Chetan Mehta Executive Director and Chief Financial Officer NIL NIL 432220
Mr. Rajesh Loya Whole Time Director NIL NIL NIL
Mr.ManeeshTaparia Non-Executive Independent Director Rs. 4000/- (Sitting fees) Rs. 4000/- (Sitting fees) NIL
Ms. Dhwani Mehta Non-Executive Director NIL NIL NIL
Mr. Gautam Shah Non-Executive Independent Director Rs. 4000/- (Sitting fees) Rs. 4000/- (Sitting fees) NIL
Mr. Amit Shah Non-Executive Independent Director Rs. 5000/- (Sitting fees) Rs. 4000/- (Sitting fees) 2405
Mr. Jaydeep Mehta Executive Director NIL NIL 432225

Remuneration paid to the Key Managerial Personnel’s of the Company

Name of KMP Title Remuneration in financial year 2019 - 2020 Remuneration in Financial Year 2020 - 2021 No. of shares held in the Company
Mr. Rajesh Loya Whole time Director NIL NIL NIL
Mr. Chetan Mehta Director and Chief Financial Officer NIL NIL 432220
Mr. Manoj Patade Company Secretary and Compliance Officer 360000 p.a. 242594 p.a. NIL

During the Financial Year 2020-2021 the Company had an average count of 63 employees onthe payroll of the Company.

a) Information as per Rule 5(2) of Chapter XIII Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

The information required under Section 134 read with Rule 5 of Companies (Appointment& Remuneration of Managerial Personnel) Rules for the year ended 31stMarch 2021 is not applicable to the Company as none of the employee is drawingremuneration more than the limits presently specified under the said rules.

XXVII. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to Section 135(2) of the Companies Act 2013 the Board's Report shoulddisclose the responsibility undertaken and committee constituted for the same.

However your Company has not earned sufficient profits for the financial year2020-2021 and thus does not require complying with the provisions of Corporate SocialResponsibility.

XXVIII. RISK MANAGEMENT POLICY:

The Company recognizes that risk is inherent to any business activity and that managingrisk effectively is critical to the immediate and future success of the Company.Accordingly the Company has established a Risk Management Policy which has helped inoverseeing the risks management of material business risks and also helps in internalcontrol of the Company. The Policy is displayed on the website of the Companywww.apteindia.com under the heading Policies of Company.

The Management of your Company is vigilant about their responsibility of overseeing andreviewing that the risk that the organization faces such as strategic financial creditmarket liquidity security property regulatory or any other risk have been defined andassessed. There is adequate risk management infrastructure in place capable of addressingthose risks.

XXIX. WHISTLE BLOWER POLICY:

The Company promotes ethical behavior in all its business activities and is in processof establishing a mechanism for reporting illegal or unethical behavior. The Company hasthus formed a vigil mechanism and Whistle blower policy under which the employees are freeto report violations of the applicable laws and regulations and the Code of Conduct.

The reportable matters would be disclosed to the Audit Committee. The Policy isdisplayed on the website of the Company www.apteindia.com under the heading Policies ofCompany.

XXX. INDUSTRIAL RELATIONS:

Industrial Relations remained cordial throughout the year under review.

XXXI. CONDOLENCES:

The Company wishes to place on record & conveys heartfelt condolences to the familymembers of Late Shri H.B Upasani (Company Secretary & Secretarial Auditor. Hisgracious presence and honest advice shall be missed & the Company shall alwaysremember with gratitude the efficient services expert advices and continuous supportgiven by him over the years.

XXXII. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the dedicated services ofthe employees of your company at all levels.

For and on Behalf of Board of Directors
Emerald Leisures Limited
(Formerly known as "Apte Amalgamations Limited")
Sd/- Sd/-
Mr. Rajesh Loya Mr. Chetan Mehta
Date : 03.09.2021 Whole Time Director Director & CFO
Place : Mumbai DIN:00252470 DIN:00235911

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