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Fomento Resorts & Hotels Ltd.

BSE: 503831 Sector: Services
NSE: N.A. ISIN Code: INE241E01014
BSE 00:00 | 18 Mar 105.00 5.00
(5.00%)
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104.00

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105.00

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104.00

NSE 05:30 | 01 Jan Fomento Resorts & Hotels Ltd
OPEN 104.00
PREVIOUS CLOSE 100.00
VOLUME 477
52-Week high 140.70
52-Week low 75.05
P/E 21.74
Mkt Cap.(Rs cr) 168
Buy Price 105.00
Buy Qty 1.00
Sell Price 105.00
Sell Qty 10.00
OPEN 104.00
CLOSE 100.00
VOLUME 477
52-Week high 140.70
52-Week low 75.05
P/E 21.74
Mkt Cap.(Rs cr) 168
Buy Price 105.00
Buy Qty 1.00
Sell Price 105.00
Sell Qty 10.00

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 SeventhAnnual Report on business and operations of your Company along with the Audited FinancialStatements and Cash Flow Statement for the year ended March 31 2018.

1. FINANCIAL RESULTSAND APPROPRIATION

(Amount in Lakhs)
Particulars F.Y. 2017-18 F.Y. 2016-17
Income 6264.94 6675.97
Operating Expenses 3905.49 3795.87
Gross Operating Profit(PBIDT) 2359.45 2880.10
Less:
Interest and Financial Charges 616.13 622.13
Depreciation 248.64 269.74
Profit before Extra Ordinary and Exceptional items &Tax 1494.65 1988.23
Exceptional Items - -
Profit before tax(PBT) 1494.65 1988.23
Tax Expense 671.76 905.07
Profit/(Loss)after tax(PAT) 822.89 1083.16
Add Surplus/(Deficit) brought forward from the previous year 6858.78 6231.81
Profit available for appropriation 7681.67 7314.97
Appropriation
a) Transfer to General Reserve (82.29) (168.17)
b) Re-measurement of defined benefit obligation (.10) 11.43
c) Dividend (including dividend distribution taxes) (299.45) (299.45)
Balance carried to Balance Sheet 7299.83 6858.78
Total 7681.67 7314.97
Earnings per share before Exceptional Item (Basic and Diluted) 4.48 6.10
Earnings per share after Exceptional Item (Basic and Diluted) 4.48 6.10

2. OPERATIONS REVIEW:

The Directors wish to report that your Company achieved a total income of Rs. 6264.94lakhs compared to Rs. 6675.97 lakhs in the previous year. Of the above income theOperational revenue was Rs. 5745.54 lakhs as against Rs. 6048.23 lakhs of the previousyear that is a decrease of 5% mainly due to the decrease in the Segment of weddingsconferences and groups. The Company earned a pre-tax profit of Rs. 1494.65 lakhs for theyear under review as against Rs. 1988.23 lakhs (before exceptional items) in the previousyear.

3. DIVIDEND:

The Board of Directors recommended the following dividend for approval by the membersat the 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 2018 (i.e. @7.5% on the paid uppreference share capital) amounting to a total sum of Rs.52500000/- as per

the terms of the issue of Preference shares subject to the approval of the members atthe ensuing Annual General Meeting.

(ii) Dividend of Re. 1/- per share on 16000000 Equity shares for the year endedMarch 31 2018 (i.e. @10% on the paid up equity capital) amounting to Rs. 16000000/-subject to the approval of the members at the ensuing Annual General Meeting.

4. 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.

5. CHANGE IN APPLICABLE ACCOUNTING STANDARDS :

Pursuant to Notification dated February 16 2015 by the Ministry of Corporate AffairsIndian Accounting Standards (Ind AS) became applicable to certain classes of Companiesfrom April 1 2017 with a transition date of April 1 2016. Ind AS replaced the GenerallyAccepted Accounting Principles (Indian GAAP) prescribed under Section 133 of the CompaniesAct 2013 read with Rule 7 of the Companies (Accounts ) Rules 2014.

Ind AS is applicable to the Company from April 1 2017. Consequently figures forfinancial year ended 2016 -2017 with transition date as at April 1 2016 have beenrestated as per Ind AS.

6. RESERVES:

The Board of Directors propose to carry an amount of Rs. 82.29 lakhs to GeneralReserve.

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

The Companies Act 2013 emphasizes the need for an effective Internal Financial Controlsystem in the Company. The system should be designed and operated effectively. Rule8(5)(viii) of Companies (Accounts) Rules 2014 requires the information regarding adequacyof Internal Financial Controls with reference to the financial statements to be disclosedin the Board's report.

To ensure effective Internal Financial Controls the Company has laid down the followingmeasures:

- All operations are executed through Standard Operating Procedures (SOPs) in allfunctional activities for which key manuals have been put in place. The manuals areupdated and validated periodically.

- The Company's books of accounts are maintained in ERP Hotel software developed by IDSand transactions are executed through IDS (ERP) setups to ensure correctness/effectivenessof all transactions integrity and reliability of reporting.

These systems and controls are audited by Internal Audit and their findings andrecommendations are reviewed by the Audit Committee which ensures the implementation. YourCompany has in place adequate internal financial controls with reference to the financialstatements commensurate with the size scale and complexity of its operations. Suchcontrols have been accessed during the year under review taking into consideration theessential components of internal controls stated in the Guidance Note on Audit of InternalFinancial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India. Based on the results of such assessments carried out by Managementno reportable material weakness or significant deficiencies in the design or operation ofinternal financial controls was observed. Nonetheless your Company recognizes that anyinternal control framework no matter how well designed has inherent limitations andaccordingly regular audits and review processes ensure that such systems are reinforcedon an ongoing basis.

- Compliance of secretarial functions is ensured by way of secretarial audit.

The Internal Auditor submits his report to the Audit Committee on a quarterly basis.

- The Company has a comprehensive risk management framework. The Risk ManagementCommittee keeps the Board informed of the risks and the measures taken by the Company tomitigate the risks.

- The Company has in place a well-defined Vigil Mechanism (Whistle Blower Policy).

During the year 2017-2018 as required under Section 143 of the Act the StatutoryAuditors have evaluated and expressed an opinion on the Company's internal financialcontrols over financial reporting based on an audit. In their opinion the Company has inall material respects an adequate internal financial controls system over financialreporting and such internal financial controls with reference to financial statements wereoperating effectively as at March 31 2018.

During 2017-2018 the Audit Committee was satisfied with the adequacy of the internalfinancial controls with reference to financial systems of the Company.

8. 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 ofthe 51st Annual General Meeting of the Company.

As required under the provisions of Section 139(1) of the Companies Act 2013 theCompany has received a written consent from Messrs Sudha Suresh Pai & AssociatesChartered Accountants for their re-appointment and a Certificate

to the effect that their appointment if made would be in accordance with theCompanies Act 2013 and the Rules framed thereunder and that they satisfy the criteriaprovided in Section 141 of the Companies Act 2013.

The Auditors Report for financial year 2017-2018 does not contain any qualificationreservation or adverse remark. The Auditor's Report is enclosed with the financialstatements in 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 Annual Report.The Auditor's certificate for financial year 2017-2018 does not contain any qualificationreservations or adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Shivaram Bhat Practicing Company Secretary (Certificate of Practice Number:7853) to undertake the Secretarial Audit of the Company.

The Company has annexed to this Board Report as Annexure G a Secretarial Audit Reportgiven by the Secretarial Auditor.

9. REPORTING OF FRAUDS BYAUDITORS

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.

10. COMPOSITION OFAUDIT COMMITTEE:

The Board has re-constituted the Audit Committee which comprises of Mr. JamshedDelvadavala as the Chairperson and Mr. Shardul Thacker Mr. Reyaz Mama and Mrs. AnjuTimblo as its Members.

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

11. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onan arm's length basis and 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) hasbeen made in the Notes to the Financial Statements. The Form No. AOC-2 is annexed to thisReport as "Annexure A.

All the "Material Related Party Transactions" as per Regulation 23 of theListing Regulations 2015 were approved at the Annual General Meeting held on September29 2017.

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: http://www.cidadedegoa.com/upload/PDF/ 230 27 new file Related Party TranscationsPolicv.pdf

12. 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.

13. 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.

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 foodgroceries supportingold age homes in celebrating key events Promoting healthcare etc. The Company has alsoprovided employment enhancing vocational skills and donated funds for construction of anaided school building directly as part of the CSR initiative.

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

14. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

15. 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 members of theBoard Senior Management and Designated employees of the Company. The code is available onour website www.cidadedegoa.com.

All the members of the BoardSenior Management and Designated Employees of the Companyhave affirmed compliance to the Code as on March 31 2018.

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

16. VIGILMECHANISM/WHISTLE BLOWERPOLICY:

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 policyis available on the website of the Company and forms part of the Director's Report as"Annexure C".

The Vigil Mechanism Policy can be accessed on your Company's website at the link:http://www.cidadedegoa.com/upload/PDF/ 228 27 new file Whistle Blower Policv.pdf

17. PROHIBITION OF INSIDER TRADING:

With a view to regulate trading in securities by the directors and designatedemployees the Company has adopted a Insider Trading Policy which lays down guidelines andprocedures to be followed and disclosures to be made while dealing with shares of theCompany as well as the consequences of violation. The policy has been formulated toregulate monitor and ensure reporting of deals by employees and to maintain the highestethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website http://www.cidadedegoa.com/upload/PDF/231 27 new file Code for Regulating Monitoring ReportingTrading by Insiders.pdf

18. EXTRACT OF THEANNUALRETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure D".

19. RISKMANAGEMENT:

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. The objective of the Risk Management Policyis to identify the risks impacting the business and formulate strategies/polices aimed atrisk 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.

20. 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 remunerationmore than Rs. 102 lakhs or drawing remuneration of Rs. 8.50 lakhs per month if employedduring whole or part of the year as required under Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.

21. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL 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).

22. DIRECTORS'RESPONSIBILITY STATEMENT:

The financial statements are prepared in accordance with Indian Accounting Standards(Ind AS) under the historical cost convention on actuarial basis except for certainfinancial instruments which are measured at fair values the provisions of the Act (tothe extent notified) and guidelines issued by the Securities and Exchange Board of India(SEBI). The Ind AS are prescribed under Section 133 of the Companies Act 2013 (‘theAct') read with Rule 3 of the Companies (Indian Accounting Standards) Rules 2015 andCompanies (Indian Accounting Standards) Amendment Rules 2016. The Company has adopted allthe Ind AS standards and the adoption was carried out in accordance with applicabletransition guidance. Accounting policies have been consistently applied except whether anewly issued accounting standard is initially adopted or a revision to an existingaccounting standard requires a change in the accounting policy hitherto in use.

The Board hereby confirms that:

a) In the preparation of the accounts for the financial year ended March 31 2018 theapplicable accounting standards have been followed;

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 as on March 312018 and the profit andloss of the Company for that period;

c) The Directors have taken proper and sufficient care towards 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 Directors have prepared the annual accounts on a ‘going concern' basis;

e) The Directors have laid down internal financial controls which are adequate and areoperating effectively;

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

23. DIRECTORS AND KEYMANAGERIALPERSONNEL:

Your Company has Five (5) Directors consisting of Three (3) Non-Executive &Independent Directors One (1) Non-Executive Director and One (1) Whole-Time Director ason March 31 2018.

In terms of the definition of "Independence" of Directors as prescribed underRegulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Section 149(6) of the Companies Act 2013 and based on theconfirmations/disclosures received from the Directors the following Non-ExecutiveDirectors are Independent Directors:-

(i) Mr. Jamshed Delvadavala

(ii) Mr. Shardul Thacker

(iii) Mr. Reyaz Mama 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 2018.

Resignations from the Board of Directors

Mr. Apoorva Misra Non Executive and Non Independent Director and Mr. RaghunandanMaluste Independent Director resigned w.e.f. December 9 2017. The Board places on recordits appreciation towards valuable contribution made by Mr. Apoorva Misra and Mr.Raghunandan Maluste during their tenure as Directors 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 2018 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.

On the basis of the approval and recommendation of the Nomination & RemunerationCommittee the Board of Directors of the Company on May 30 2018 unanimously approved there-appointment of Mrs. Anju Timblo as the Managing Director & Chief Executive Officer(MD & CEO) pursuant to the provisions of the Companies Act 2013 and all applicableprovisions of the Companies Act 2013 and rules made thereunder for a period of 3 (three)years commencing from June 1 2018 and ending on May 31 2021. The aforesaid reappointmentis on a continuation basis without any interruption/break in the service and is subjectto the approval of the Members of the Company. Her term of office shall not be liable toretire by rotation. Terms conditions of her re-appointment including remuneration and allother relevant details have been furnished in the Notice convening this AGM.

The Company has greatly benefited from her expertise and experience. In view of thesame it is proposed to re-appoint Mrs. Anju Timblo as the Managing Director & CEO ofthe Company for a period of 3 years w.e.f June 1 2018. The Board commends herre-appointment as the Managing Director & CEO of the Company to the Members of theCompany and your approval for her re-appointment as Managing Director & CEO has beensought in the Notice convening the Annual General Meeting of your Company.

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

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of directors on various parameters such as composition of the Board &Committees experience & competencies performance of specific duties inflow ofinformation decision making company's performance governance etc.

The Companies Act 2013 states that a formal annual evaluation of the performance ofthe Board its Committees and of individual directors needs to be made. Schedule IV of theCompanies Act 2013 states that performance evaluation of independent directors shall bedone by the entire Board of Directors excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.

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: http://www.cidadedegoa.com/upload/PDF/ 234 27 new file BoardDiversity Policv.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.

24. NOMINATION AND 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 and SeniorManagement Personnel appointment and remuneration which has been formulated is enclosed as"Annexure F" and forms part of this Annual Report. The policy is also availableon the Company's website https://www.cidadedegoa.com/upload/PDF/ 249 27 new fileNomination and Remuneration Policy.pdf

The policy was amended on March 17 2018 during the fiscal year. We affirm that theremuneration paid to directors is as per the terms laid out in the Nomination andRemuneration policy of the Company.

25. 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 is given separately and forms part ofthis Annual Report.

26. CORPORATE GOVERNANCE:

A report on Corporate Governance as stipulated in the SEBI (LODR) Regulations 2015forms part of the Annual Report. A Certificate from the Auditors of the Companyconfirming compliance with the provisions of Corporate Governance is attached to thisAnnual Report.

27. TECHNOLOGY ABSORPTION AND CONSERVATION OF ENERGY:

(A) Technology Absorption:

In the opinion of the Board the required particulars pertaining to technologyabsorption under Section 134 of the Companies Act 2013 read with Rule 8(B) oftheCompanies (Accounts) Rules 2014 are not applicable as hotel is a service industry andthe Company does not have significant manufacturing operations.

(B) Conservation of Energy:

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

(a) Installation of variable frequency drive for exhaust fans

(b) Use of recycled water for horticulture

(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) Replacement of chillers to energy efficient chillers

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

(c) Installation of variable frequency drives for exhaust fans

(d) Replacement of old fan coil units

(e) Replacement of motors with energy efficient motors

(f) Replacement of cooling tower fans for better efficiency

(g) Replacement of hot water boilers with heat pumps

28. FOREIGNEXCHANGE EARNINGSAND OUTGO:

Total foreign exchange earnings and outgo is stated in Notes forming part of theFinancial Statements.

29. 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 2018 theCompany has an Organizational strength of 348 employees.

30. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT :

The Board of Directors of the Company appointed Mr. Shivaram Bhat Practising CompanySecretary to conduct the Secretarial Audit. The Secretarial Audit Report does not containany qualification reservation or adverse remarks. The Secretarial Audit Report for thefinancial year ended March 31 2018 forms part of this Annual Report.

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

31. ANTI-SEXUALHARASSMENTINITIATIVE:

Your Company has zero tolerance towards any action on the part of any employee whichmay fall under the ambit of "Sexual Harassment" at workplace and is fullycommitted to uphold and maintain the dignity of every woman employee in the Company. TheCompany's Policy provides for protection against sexual harassment of women at workplaceand for prevention and redressal of such complaints. During the year no such cases werereported.

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

No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.

33. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION IF ANYOF THECOMPANY:

There were no material changes/commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company i.e.March 31 2018 and the date of the Director's report i.e. May 30 2018.

34. 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 (http://www.cidadedegoa.com/ investorsinformation.php).

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 whistle blower 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. http://www.cidadedegoa.com/ upload/PDF/22 8_27_new _file_Whistle_Blower_Policy.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://www.cidadedegoa.com/ upload/PDF/249_27_new_file_ Nomination_ and_Remuneration _Policy.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. http://www.cidadedegoa.com/

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. http://www.cidadedegoa.com/ upload/PDF/2 3 2_27_ new_file_Policy_on_Material_ Subsidiaries.pdf
Related Party Transaction Policy The policy regulated all transactions between the Company and its related parties. http://www.cidadedegoa.com/ upload/PDF/2 3 0_27_ new_file_Related_Party_ Transactions_Policy.pdf
Name of the policy Brief description Web link
Insider Trading Policy The policy provides the framework in dealing with securities of the Company. http://www.cidadedegoa.com/ upload/PDF/23 1_27_new _file_Code_for_Regulating_ Monitoring_Reporting_Trading_ by_Insiders.pdf
Policy for Determining Materiality for Disclosures This policy applies to disclosures of Material events affecting the Company. http://www.cidadedegoa.com/ upload/PDF/ 23 5_27_new_file_Policy_ for_determining_materiality_ of_Information_Events.pdf
Document Retention and Archival Policy The policy deals with the retention and archival of corporate records of Fomento Resorts and Hotels Limited. http://www.cidadedegoa.com/ upload/PDF/23 3_27_new _file_Archival_Policy.pdf

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

Pursuant to Section 186 of the Companies Act 2013 the Company does not have anyloans/advances/investments outstanding during the year.

36. CAPITALEXPENDITURE:

During the year under review your Company incurred Rs. 6465.71 lakhs towards capitalexpenditure for the development and construction of the upcoming hotel at VainguinimGoaand at Aarvli Sindhudurg Maharashtra.

37. BORROWINGS:

The total borrowings stood at Rs. 20359.93 lakhs as at March 31 2018 as against Rs.16463.84 lakhs as on March 31 2017 representing an increase of Rs. 3896.09 due toreceipt of Inter Corporate Borrowings.

38. GREEN INITIATIVES:

Electronic copies of the Annual Report 2017-2018 and Notice of the 47thAnnual General Meeting are sent to all members whose email addresses are registered withthe Company/Depository Participant(s). For members who have not registered their emailaddresses physical copies of the Annual Report 2017-2018 and the Notice of the 47thAnnual General Meeting under Section 101 of the Companies Act 2013 are 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 toSection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Amendment Rules 2015.

39. ACKNOWLEDGEMENTS:

The Board wishes to place on record its appreciation for the assistance and supportreceived from the government and regulatory authorities customers business associatesvalued guests and vendors.

Your Directors take this opportunity to express their sincere thanks to all theshareholders and stakeholders for the faith and confidence reposed in the Company and theManagement.

The Board also places on record their appreciation of the contribution made byemployees at all levels and look forward to their continued support.

For and on behalf of the Board of Directors

Place: Vainguinim Beach - Goa Anju Timblo Jamshed Delvadavala
Date: May 30 2018 Managing Director & CEO Director
DIN: 00181722 DIN: 00047470