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Fomento Resorts & Hotels Ltd.

BSE: 503831 Sector: Services
NSE: N.A. ISIN Code: INE241E01014
BSE 00:00 | 28 Sep 135.70 0.20
(0.15%)
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135.65

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138.95

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135.65

NSE 05:30 | 01 Jan Fomento Resorts & Hotels Ltd
OPEN 135.65
PREVIOUS CLOSE 135.50
VOLUME 101
52-Week high 146.50
52-Week low 59.00
P/E
Mkt Cap.(Rs cr) 217
Buy Price 135.70
Buy Qty 10.00
Sell Price 138.95
Sell Qty 49.00
OPEN 135.65
CLOSE 135.50
VOLUME 101
52-Week high 146.50
52-Week low 59.00
P/E
Mkt Cap.(Rs cr) 217
Buy Price 135.70
Buy Qty 10.00
Sell Price 138.95
Sell Qty 49.00

Fomento Resorts & Hotels Ltd. (FOMENTORESORTS) - Director Report

Company director report

To

The Members

The Board of Directors of your Company take pleasure in presenting the Forty EighthAnnual Report on business and operations of your Company along with the Audited FinancialStatements and Cash Flow Statements for the year ended March 31 2019.

1. FINANCIAL RESULTS AND APPROPRIATION

(Amount in Lakhs)

Particulars F.Y. 2018-19 F.Y. 2017-18
Income 6830.97 6264.94
Operating Expenses 4268.49 3905.49
Gross Operating Profit (PBIDT) 2562.48 2359.45
Less:
Interest and Financial Charges 725.39 616.13
Depreciation 230.46 248.64
Profit before Extra Ordinary and Exceptional items &Tax 1606.63 1494.65
Exceptional Items - -
Profit before tax(PBT) 1606.63 1494.65
Tax Expense 688.66 671.76
Profit/(Loss)after tax(PAT) 917.97 822.89
Add Surplus/(Deficit) brought forward from the previous year 7299.83 6858.78
Profit available for appropriation 8217.80 7681.67
Appropriation
a) Transfer to General Reserve (91.80) (82.29)
b) Re-measurement of defined benefit obligation 12 (.10)
c) Dividend (including dividend distribution taxes) (299.45) (299.45)
Balance carried to Balance Sheet 7838.55 7299.83
Total 8217.80 7681.67
Earnings per share before Exceptional Item (Basic and Diluted) 5.74 4.48
Earnings per share after Exceptional Item (Basic and Diluted) 5.74 4.48

2. OPERATIONS REVIEW:

The Directors wish to report that your Company achieved a total income of Rs. 6830.97lakhs compared to Rs. 6264.94 lakhs in the previous year. Of the above income theOperational revenue was Rs. 6609.40 lakhs as against Rs. 5745.54 lakhs of the previousyear that is an increase of 15% mainly due to the Segment of weddings conferences andgroups. The Company earned a pre-tax profit of Rs. 1606.63 lakhs for the year under reviewas against Rs. 1494.65 lakhs (before exceptional items) in the previous year.

3. SHARE CAPITAL:

During the year under review the total paid-up share capital of the Company stood atRs. 860000000/- consisting of 16000000 equity shares of Rs. 10/- each and 7000000Cumulative Non-Convertible Redeemable preference shares of Rs. 100 each.

4. LISTING OF EQUITY SHARES

The equity shares of your Company are listed at BSE Limited Mumbai. The annual listingfees for the year 2019-20 have been paid to BSE Limited.

5. DIVIDEND:

The Board of Directors recommend the following dividend for approval by the members atthe ensuing Annual General Meeting:

(i) A dividend of Rs.7.5/- per share on 7000000 Cumulative Non-ConvertibleRedeemable Preference shares for the year ended March 31 2019 (i.e. @7.5% on the paid uppreference share capital) amounting to a total sum of Rs.52500000/- as per the terms ofthe issue of Preference shares subject to the approval of the members at the ensuingAnnual General Meeting.

(ii) Dividend of Re. 1/- per share (Previous year Re.1 per share) on 16000000 Equityshares for the year ended March 31 2019 (i.e. @10% on the paid up equity capital)amounting to Rs. 16000000/- subject to the approval of the members at the ensuingAnnual General Meeting.

The dividend is subject to the approval of the shareholders at the ensuing AnnualGeneral Meeting of the Company scheduled to be held on September 23 2019. The dividendonce approved by shareholders will be paid on and from October 01 2019. The totaldividend payout for the Financial year 2018-19 on Preference shares will be INR63187740/- comprising of dividend amounting to INR 52500000/- and Dividend tax ofINR 10687740/- and on equity shares will be INR 19257216/-comprising of dividendamounting to INR 16000000/- and Dividend tax of INR 3257216.

The Register of Members and Share Transfer Books of the Company will remain closed fromAugust 31 2019 to September 06 2019 (both days inclusive) for the purpose of payment ofdividend for the Financial year ended March 31 2019 and the Annual General Meeting.

6. TRANSFER TO RESERVES:

The Board of Directors propose to carry an amount of Rs. 91.80 lakhs to GeneralReserve.

7. BORROWINGS:

The total borrowings stood at Rs. 29337.24 lakhs (from group companies and bank) as atMarch 31 2019 as against Rs. 19831.44 lakhs (from group companies) as on March 31 2018representing an increase of Rs. 9505.80 lakhs due to further receipt of ICD and receiptof Long Term Loan from Bank.

8. CAPITAL EXPENDITURE:

During the year under review your Company incurred Rs. 12019.79 lakhs towards capitalexpenditure for the development and construction of the upcoming hotel at Vainguinim Goaand at Aarvli Sindhudurg Maharashtra.

9. FIXED DEPOSITS:

During the year the Company has not accepted any deposits within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.

10. PARTICULARS OF LOANS/ADVANCES/INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR

Pursuant to Section 186 of the Companies Act 2013 the Company has not granted anyloans/advances/investments or made any or provided guarantees during the year .

11. HOTEL OPERATING AGREEMENT

During the year under review the Company entered into a Hotel Operating Agreement withIndian Hotels Company Limited (IHCL). The Hotel Operating Agreement contemplates IHCL willcarry out the operations and marketing of the Company’s existing hotel Cidade de Goaconsisting of 207 keys located at Vainguinim beach Goa w.e.f. April 1 2019 and theupcoming Hotel Project at Vainguinim Goa facing the Vainguinim beach geographicallyclose to the Company’s existing hotel Cidade de Goa consisting of 299 keys underIHCL’s brands.

12. STATUTORYAUDITORS:

Messrs Sudha Suresh Pai & Associates Chartered Accountants (ICAI Registration No.118006W) were appointed as the Statutory Auditors of the Company to hold office from theconclusion of the 46th Annual General Meeting (AGM) held on September 29 2017until the conclusion of the 51st Annual General Meeting of the Company subjectto ratification by members at every subsequent Annual General Meeting.

Pursuant to the amendments made to Section 139 of the Companies Act 2013 by theCompanies (Amendment) Act 2017 effective from May 07 2018 the requirement of seekingratification of the members for the appointment of statutory auditors has been withdrawnfrom the statute.

Accordingly the members at the 47th Annual General Meeting held onSeptember 22 2018 passed a resolution dispensing ratification of Statutory Auditors atevery AGM in terms of Section 139 of Companies Act 2013 as amended vide CompaniesAmendment Act 2017.

In view of the above ratification of members for continuance of their appointment atthis Annual General Meeting is not being sought.

As required under the provisions of Section 139(9) of the Companies Act 2013 theCompany has received a written consent from Messrs Sudha Suresh Pai & AssociatesChartered Accountants to their re-appointment and a Certificate to the effect that theirappointment if made would be in accordance with the Companies Act 2013 and the Rulesframed thereunder and that they satisfy the criteria provided in Section 141 of theCompanies Act 2013.

The Auditors Report for financial year 2018-2019 does not contain any qualificationreservation or adverse remark. The Auditor’s Report along with the notes to schedulesform part of this Annual Report.

Auditor’s certificate on Corporate Governance

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Auditor’s certificate on Corporate Governance forms part of this AnnualReport. The Auditor’s certificate for financial year 2018-2019 does not contain anyqualification reservations or adverse remark.

13. SECRETARIALAUDITORAND SECRETARIALAUDIT REPORT

The Board of Directors of the Company appointed Mr. Shivaram Bhat Practising CompanySecretary (Certificate of Practice Number: 7853) to conduct the Secretarial Audit. TheSecretarial Audit Report does not contain any qualification reservation or adverseremarks. The Secretarial Audit Report for the financial year ended March 31 2019 formspart of this Annual Report.

The Report of the Secretarial Auditor is annexed as "Annexure G".

14. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board .

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.

During the year 2018-19 as required under Section 143 of the Act the StatutoryAuditors have evaluated and expressed an opinion on the Company’s internal financialcontrols with reference to the financial statements based on an audit. In their opinionthe Company has in all material respects an adequate internal financial controls systemwith reference to the financial statements were operating effectively as at March 312019.

During 2018-2019 the Audit Committee was satisfied with the adequacy of the internalfinancial controls with reference to financial statements of the Company.

15. REPORTING OF FRAUDS BY AUDITORS

During the year under review the Statutory Auditors and Secretarial Auditor have notreported any instances of frauds committed in the Company by its Officers or Employees tothe Audit Committee under Section 143(12) of the Companies Act 2013 details of whichneeds to be mentioned in this Report.

16. EXTRACT OF ANNUAL RETURN

The details forming part of the Extract of the Annual Return in Form no. MGT-9 as perSection 92(3) and 134(3) of the Act read with the Rules framed thereunder are given asAnnexure D which forms part of the Report. The Annual Return for financial year 2017-18is also available under Company’s website www.frhl.in.

17. COMPOSITION OF AUDIT COMMITTEE:

Audit Committee of the Board has been constituted as per Section 177 of the CompaniesAct 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules 2014 readwith Regulation 18 of the Listing Regulations.

The Committee met four times during the year the details of which are given in theCorporate Governance report. As on date of this report the Committee comprises of Mr.Jamshed Delvadavala Mr. Reyaz Mama Mr. Vinayak Padwal and Mrs. Anju Timblo who areexperts in finance accounts strategy tax law and general administration.

The other details pertaining to the Audit Committee are included in the CorporateGovernance Report which forms part of the Annual Report.

18. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP’s):

As on March 31 2019 there were Six(6) Directors on the Board of the Companyconsisting of Four (4) Independent Directors One (1) Non-executive Director and One (1)Whole-Time Director.

Appointments

During the Financial Year under review Mrs. Anju Timblo was re-appointed as ManagingDirector & CEO for a period of Three (3) years commencing from June 1 2018 to May 312021 which was approved by the Members at the Annual General Meeting held on September 222018.

Furthermore Mr. Vinayak Manohar Padwal has been appointed as an Additional Director inthe capacity of Non-Executive Independent Director w.e.f. November 15 2018 and proposedto be appointed as a Director in the ensuing Annual General Meeting. The Nomination andRemuneration Committee and Board of Directors of the Company recommend his candidature forbeing appointment as an Independent Director of the Company.

The tenure of Mr. Jamshed Delvadavala and Mr. Reyaz Mama Independent Directorscompleted on March 31 2019. Section 149(10) of the Act provides that an IndependentDirector shall hold office for a term of up to five consecutive years on the Board andshall be eligible for re-appointment on passing a special resolution by the Company. Basedon the recommendation of the Nomination & Remuneration Committee the Board ofDirectors of the Company re-appointed Mr. Reyaz Mama and Mr. Jamshed Delvadavala for asecond term of consecutive 5 (Five) years on the Board of the Company w.e.f. April 1 2019till March 31 2024 subject to the approval of the members by passsing a SpecialResolution.

Your Directors would further like to update that pursuant to the requirement ofRegulation 17(1A) of the Listing Regulations effective from April 1 2019 the consent ofthe members by way of Special resolution is required for continuation of a Non-ExecutiveDirector of a Company beyond the age of 75 years. Mr. Jamshed Delvadavala Non-ExecutiveDirector is currently 71 years of age and will attain the age of 75 years on February 82023 during the currency of his proposed tenure as Independent Director of the Company andhence approval of the Members by way of special resolution is sought for continuation ofhis Directorship in the Company. The Nomination and Remuneration Committee and Board ofDirectors of the Company recommend their candidature for being appointed as IndependentDirectors of the Company.

For the purpose of compliance with Section 152 of the Companies Act 2013 and fordetermining the Director liable to retire by rotation the Board at its meeting held onMay 30 2019 took note of the consent given by Mr. Auduth Timblo being longest inoffice to retire by rotation at the ensuing Annual General Meeting of the Company.Accordingly the Board noted that Mr. Auduth Timblo Director and Non-Executive Chairmanshall be the Director liable to retire by rotation and being eligible has offered himselffor re-appointment. The Directors recommend re-appointment of Mr. Auduth Timblo.

Completion of Tenure

The tenure of Directorship of Mr. Shardul Thacker Independent Director has completedon March 31 2019. The Board of Directors placed on record their gratitude andappreciation for the immense contribution made by the outgoing Director during his tenureas Director of the Company.

Woman Director

In terms of the provisions of Section 149 of the Companies Act 2013 and Regulation 17of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a Companyshall have at least one Woman Director on the Board of the Company. Your Company is incompliance of the same. Mrs. Anju Timblo Managing Director & CEO is a Woman Directorand also a Whole Time Director as on March 31 2019.

KMPs

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel(KMP) of your Company are Mrs. Anju Timblo Managing Director & CEO Mr. M. A. HajareChief Financial Officer and Mrs. Asmeeta Matondkar Company Secretary. There has been nochange in Key Managerial Personnel’s during the year.

Board Evaluation

In line with the provisions of the Companies Act 2013 and SEBI Guidance Note on Boardevaluation read with relevant provisions of the SEBI Listing Regulations 2015 the Boardhas carried out an annual evaluation of its own performance and that of its Committees andIndividual Directors through a separate meeting of Independent Directors and thereafterthe Board as a whole. The Board evaluated the effectiveness of its functioning that ofthe Committees and of individual Directors after taking feedback from the Directors andcommittee members. The performance of the Independent Directors was evaluated by theentire Board except the person being evaluated. A separate meeting of IndependentDirectors was held on March 15 2019 to review the performance of Non-IndependentDirectors’ performance of the Board and Committee as a whole and performance of theChairman of the Company taking into account the views of Executive Directors and theNon-Executive Directors.

Board Diversity

A diverse Board enables efficient functioning through differences in perspective andskill and also fosters differentiated thought processes at the back of varied industrialand management expertise gender knowledge and geographical background.

The Board recognizes the importance of a diverse composition and has adopted a BoardDiversity Policy which sets out the approach to diversity. The Board diversity policy isavailable on our website: https://frhl.in/upload/PDF/234_27_new_file_Board_Diversity_Policy.pdf

Committees of the Board

Currently the Board has five committees: the Audit committee the Nomination andRemuneration committee the Corporate Social Responsibility committee the StakeholdersRelationship committee and the Risk Management committee. A detailed note on thecomposition of the Board and its Committees is provided in the Corporate Governance ReportSection of this Annual Report.

Number of Meetings of the Board

During the year Five Board Meetings were convened and held. The details of which aregiven in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013 and the SEBI (LODR)Regulations 2015.

19. DECLARATION FROM INDEPENDENT DIRECTORS ONANNUAL BASIS:

The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence laid down in Section 149(6).

20. CODE OF CONDUCT:

In compliance with Regulation 26(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the Companies Act 2013 the Company has adopted aCode of Conduct and Ethics (‘The Code’). The Code is applicable to the membersof the Board Senior Management and Designated employees of the Company. The code isavailable on our website : www.frhl.in

All the members of the Board Senior Management and Designated Employees of theCompany have affirmed compliance to the Code as on March 31 2019.

A declaration to this effect signed by the Managing Director & C.E.O. forms part ofthis Annual Report.

21. PARTICULARS OF EMPLOYEES:

Information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of theemployees of the Company is annexed as Annexure E.

The statements containing particulars of employees as required under Section 197(12) ofthe Act read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not provided since there were no employees drawing remunerationof more than Rs. 102 lakhs or drawing remuneration of Rs. 8.50 lakhs per month if employedpart of the year as required under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2) (e) of SEBI (LODR) Regulations 2015 with the Stock Exchange isgiven separately and forms part of this Annual Report.

23. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirement set out by the SEBI. The report on theCorporate Governance under Regulation 34 of the SEBI Listing Regulations read withSchedule V of the said Regulations forms part of this Report. The requisite certificatefrom the Auditors of the Company confirming compliance with the conditions of theCorporate Governance is attached to the Report on Corporate Governance.

24. ANTI-SEXUAL HARASSMENT INITIATIVE:

Your Company is committed to creating and maintaining a secure work environment whereits employees agents vendors and partners can work and pursue business together in anatmosphere free of harassment exploitation and intimidation. To empower women and protectwomen against sexual harassment a policy for prevention of sexual harassment has beenrolled out and Internal Complaints Committee as per legal guidelines has been set up. Thispolicy allows employees to report sexual harassment at the workplace. The InternalCommittee is empowered to look into all complaints of sexual harassment and facilitatefree and fair enquiry process with clear timelines. There are no complaints reportedduring the year regarding sexual harassment.

25. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onan arm’s length basis and were in the ordinary course of business. All related partytransactions were placed before the Audit committee and also the Board for approval. Adetailed statement of such related party transactions entered into pursuant to theapproval so granted are placed before the Audit Committee for their review on a quarterlybasis. Suitable disclosure as required by the India Accounting Standards (Ind AS –24) has been made in the Notes to the Financial Statements. The Form No. AOC-2 is annexedto this Report as "Annexure A.

The Company has developed a Related Party Transactions Policy for the purpose ofidentification and Monitoring of such transactions. The policy on Related PartyTransactions as approved by the Board is uploaded on the Company’s website at the weblink: https://frhl.in/upload/PDF/ 354_27_new_file_Related_Party_Transactions_Policy.pdf

26. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The brief outline of the Corporate Social Responsibility policy of the Company and theinitiatives undertaken by your Company on CSR activities during the year are set out inAnnexure B of this Report in the format prescribed under the Companies (Corporate SocialResponsibility Policy) Rules 2014. The CSR policy is available on the website of yourCompany at https://frhl.in/upload/PDF/176_27_new_file_ CSR_Policy_.pdf

As a part of its initiatives under "Corporate Social Responsibility" (CSR)the Company has contributed funds to an institute for empowering women from economicallybackward groups undertaken welfare activities like providing food groceries supportingold age homes in celebrating key events donated funds to an NGO for carring out Rescueand Relief Operations. The Company has also donated funds for construction of an aidedschool building and provided contribution to a local school for providing educationdirectly as part of the CSR initiative.

The amount spent on the CSR activities is annexed herewith as "Annexure B".

27. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism for reporting illegal or unethical behaviour. The Company has a VigilMechanism and Whistle-blower policy under which the employees are free to reportviolations of applicable laws and regulations and the Code of Conduct.

The reportable matters may be disclosed to the Vigilance and Ethics Officer who hasbeen appointed and who report to the Audit Committee. Employees may also report to theChairman of the Audit Committee. During the year under review no employee was deniedaccess to the Audit Committee.

The policy also allows addressing the concerns directly to the Chairman of the AuditCommittee/Managing Director/ Chairman in exceptional cases. The Audit Committee recommendsthe disciplinary or corrective action it deems fit to the Board of Directors. The Companyhas revised the Whistle Blower policy to insert "reporting of incidents of leak orsuspected leak of Unpublished Price Sensitive Information (UPSI)" in terms ofSecurities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015as amended from time to time and the revised policy was approved by the Audit Committeeand the Board. The said policy is available on the Company’s website athttps://frhl.in/ upload/PDF/228_27_new_file_Policy_Vigil_Mechanism.pdf and also forms partof the Directors Report as "Annexure C".

29. INSIDER TRADING CODE:

The Company has adopted an "Internal Code of Conduct for Regulating Monitoringand Reporting of Trades by Designated Persons’ ("the Code") in accordancewith the SEBI (Prohibition of Insider Trading) Regulations 2015 (The PIT Regulations).

The Code is applicable to Promoters Promoter’s Group all Directors and suchDesignated Employees who are expected to have access to unpublished Price SensitiveInformation relating to the Company. The Company Secretary is the Compliance Officer formonitoring adherence to the said PIT Regulations.

The Company has also formulated "the Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information (UPSI)’ in compliance with thePIT Regulations. This Code is displayed on the Company’s website viz. www.frhl.in .The Company has also formulated "Policy on Inquiry" in case of leak of UPSI.

30. RISK MANAGEMENT:

Although not mandatory your Company has constituted a Risk Management Committee as ameasure of good governance. The Risk Management Committee is responsible to frameimplement and monitor the risk management plan for the Company. The Committee reviews theRisk Management Plan and ensures its effectiveness. The details of the Committee and itsterms of reference are set out in the Corporate Governance Report.

Your Company has adopted a Risk Management Policy pursuant to the provisions ofSection 134(3) (n) of the Companies Act 2013 and Regulation 21 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The objective of the RiskManagement Policy is to identify the risks impacting the business and formulatestrategies/ polices aimed at risk mitigation as part of risk management.

The risk management framework is discussed in detail in the Management Discussion andAnalysis report forming part of this Annual Report.

31. NOMINATIONAND REMUNERATION POLICY

In accordance with Section 178 of the Companies Act 2013 read with Regulation 19 ofthe Listing Regulations the policy on Director’s appointment and remuneration andSenior Management Personnel appointment and remuneration which has been formulated isenclosed as Annexure F and forms part of this Annual Report. The policy is also availableon the Company’s website at https://frhl.in/upload/PDF/302_27_new_file_Nomination_and_Remuneration_Policy-1.pdf. The policy was amended during the yearunder review. We affirm that the remuneration paid to Directors is as per the terms laidout in the Nomination and Remuneration Policy of the Company.

32. TECHNOLOGYABSORPTIONAND CONSERVATION OF ENERGY:

(A) Technology Absorption:

The Company is in hospitality industry. Its activities do not involve the absorption oftechnology as envisaged to be furnished pursuant to the Companies (Accounts) Rules 2014.

During the year the Company had continued its focus on energy conservation measuresthat include:

(a) Installation of variable frequency drive for exhaust fans

(b) Water harvesting and use of natural water resources.

(c) Installation of timers for public areas and BOH house areas.

(d) Installation of aerators to reduce water consumption

Besides the above the Company also took various operational measures to reduce energyconsumption by:

(a) Optimal use of lighting and other equipment

(b) Regulating of chilled water set points according to the ambient temperature

(c) Setting benchmarks for energy consumption by area

(d) Regulating of hot water boiler setting according to the ambient legislations.

Actions planned for the next year include:

(a) Sharing of chillers for both the hotels which will result in saving in electricalconsumption.

(b) Replacement of fluorescent lamps by energy efficient LED lamps

(c) Installation of variable frequency drives at the pool side coffee shop "CafAzul".

(d) Replacement of old fan coil units.

(e) Replacement of motors with energy efficient motors.

(f) Sharing the cooling towers for both the existing and upcoming hotels at Vainguinim Goa which will result in saving in electrical consumption.

(g) Replacement of hot water boilers with heat pumps which will result in saving ofdiesel cost .

33. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earnings: Rs. 7.17 Crores

Outgo: Rs. 9.31 Crores

34. DIRECTORS’ RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls established and maintained by theCompany work performed by the Secretarial Auditor Internal and Statutory Auditorincluding audit of internal financial controls over financial reporting by StatutoryAuditors and reviews performed by the management and relevant board committees includingthe audit committee the board is of the opinion that the Company’s internalfinancial controls were adequate and effective during the financial year 2018-19.Accordingly pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to the best of their knowledge and ability confirm that:

a) In the preparation of the annual accounts for the financial year ended March 312019 the applicable accounting standards have been followed along with proper explanationrelated to material departures if any ;

b) Such accounting policies as mentioned in the notes to the financial statements havebeen selected and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2019 and the profit and loss of the Company for the financial yearended March 31 2019;

c) The proper and sufficient care has been taken by them for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; and

d) The Annual accounts for the financial year ended March 31 2019 have been preparedby them on a ‘going concern’ basis;

e) Proper internal financial controls have been followed by the Company and that suchinternal financial controls are adequate and were operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.

35. EMPLOYEES

Relations between the management and the employees were cordial throughout the year.Your Directors are pleased to record their appreciation of the devotion and sense ofcommitment shown by all the employees in the organisation. As on March 31 2019 theCompany has an Organizational strength of 191 employees.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review no significant material orders were passed by theRegulators or Courts or Tribunals impacting the going concern status and theCompany’s operations.

37. MATERIAL CHANGESAND COMMITMENTSAFFECTING THE FINANCIAL POSITION IFANY OFTHECOMPANY:

There were no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of this Report.

38. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All our corporate governancepolicies are available on our website https://www.frhl.in

In addition to its Code of Conduct and Ethics key policies adopted by the Company areas follows:

Name of the policy Brief description Web link
Whistleblower Policy (Policy on vigil mechanism) The Company has adopted the whistleblower mechanism for Directors and employees to report concerns about unethical behavior actual or suspect fraud or violation of the Company’s code of conduct and ethics. https://frhl.in/upload/PDF/228_ 27_new_file_Policy_Vigil_ Mechanism.pdf
Nomination and Remuneration Policy This policy formulates the criteria for determining qualifications competencies positive attributes and independence for the appointment of a Director (executive/ non-executive) and also the criteria for determining the remuneration of the Directors key managerial personnel and other employees. https://frhl.in/upload/PDF/302_ 27_new_file_Nomination_and_ Remuneration_Policy-1.pdf
Corporate Social Responsibility Policy The policy intents to strive for economic development that impacts society at large by promoting education providing health care & destitute care. https://frhl.in/upload/PDF/176_ 27_new_file_CSR_Policy_.pdf
Policy on Material Subsidiaries The policy is to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the governance framework for them. https://frhl.in/upload/PDF/232_ 2 7 _ n e w _ f i l e _ P o l i c y _ o n _ Material_Subsidiaries.pdf
Related Party Transaction Policy The policy regulated all transactions between the Company and its related parties. https://frhl.in/upload/PDF/354_ 27_new_file_Related_Party _Transactions_Policy.pdf
Insider Trading Policy The policy provides the framework in dealing with securities of the Company. https://frhl.in/upload/PDF/359_ 10_new_file_Code_of_Internal_ ProceduresConduct_for_ Insider_Trading-1.pdf
Policy for Determining Materiality for Disclosures This policy applies to disclosures of Material events affecting the Company. https://frhl.in/upload/PDF/232_ 2 7 _ n e w _ f i l e _ P o l i c y _ o n _ Material_Subsidiaries.pdf
Document Retention and Archival Policy The policy deals with the retention and archival of corporate records of Fomento Resorts and Hotels Limited. https://frhl.in/upload/PDF/233_ 27_new_file_Archival_Policy.pdf

39. GREEN INITIATIVES

Electronic copies of the Annual Report 2018-19 and Notice of the 48th AnnualGeneral Meeting will be sent to all members whose email addresses are registered with theCompany/Depository participant(s). For members who have not registered their emailaddresses physical copies of the Annual Report 2018-19 and the Notice of the 48thAnnual General Meeting under Section 101 of the Companies Act 2013 will be sent in thepermitted mode. Members requiring physical copies can send a request to the Company.

Your Company provides e-voting facility to all its members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice. This is pursuant to theSection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Amendment Rules 2015.

40. CAUTIONARY STATEMENT

Risks uncertainties or future actions could differ materially from those exposed inthe Director’s Report and the Management Discussion and Analysis Report. Thesestatements are relevant on the date of this Report. We have no obligation to update orrevise any statements whether as a result of new information future developments orotherwise. Therefore undue reliance should not be placed on these statements.

41. ACKNOWLEDGEMENTS

The Directors express gratitude to customers vendors dealers investors businessassociates and bankers for their continued support during the year. We place on record ourappreciation of the contribution made by employees at all levels. Our resilience to meetchallenges was made possible by their hard work solidarity cooperation and support.

We thank the Government of India the State Governments and statutory authorities andother government agencies for their support and look forward to their continued support inthe future.

For and on behalf of the Board of Directors
Anju Timblo Jamshed Delvadavala
Place: Vainguinim Beach – Goa Managing Director & CEO Independent Director
Date: May 30 2019 DIN: 00181722 DIN: 00047470