The Members of Graviss Hospitality Limited
Your Directors have pleasure in presenting the Sixtieth Annual Reportof the Company together with the Audited Standalone and Consolidated Financial Statementsfor the Financial Year ended 31st March 2021.
The performance of the Company for the financial year ended 31st March2021 is summarized below:
(Rs. in Lacs)
|Particulars ||Standalone ||Consolidated |
| ||2020-2021 ||2019-2020 ||2020-2021 ||2019-2020 |
|Revenue ||889.78 ||3946.99 ||2286.78 ||3954.11 |
|Other Income ||132.78 ||69.23 ||146.31 ||107.61 |
|Total Income ||1022.56 ||4016.22 ||2433.09 ||4061.72 |
|Total Expenses ||2824.54 ||5149.00 ||4342.22 ||5196.69 |
|Net Loss Before Tax ||(1801.98) ||(1132.78) ||(1909.13) ||(1134.97) |
|Deferred Tax (Net) ||385.05 ||254.94 ||385.05 ||254.94 |
|Current Tax ||- ||- ||- ||(2.25) |
|Short Provision of Tax for earlier years ||(0.73) ||- ||(0.77) ||(0.07) |
|Net Loss After Tax ||(1417.66) ||(877.84) ||(1524.85) ||(882.35) |
|Balance of P & L brought forward ||(2570.45) ||(1692.61) ||(3542.30) ||(2659.95) |
|Balance available for appropriation ||- ||- ||- ||- |
|Proposed Dividend on Equity Shares ||- ||- ||- ||- |
|Tax on proposed Dividend ||- ||- ||- ||- |
|Balance carried forward ||(3988.11) ||(2570.45) ||(5067.11) ||(3542.30) |
OVERVIEW OF OPERATIONAL VIS--VIS FINANCIAL PERFORMANCE
On a standalone basis the total revenue was Rs. 1022.56 lacs which waslower than the previous year s total revenue Rs. 4016.22 lacs caused by the COVID-19pandemic and efforts to curtail it. This had a severe impact on the economy in general andtravel and tourism in particular. Consequently the Net Loss after tax stood at Rs.1417.66 lacs as against loss of Rs. 877.84 lacs in the previous year.
On a consolidated basis the Total Income for FY 2020-21 was Rs.2433.09 lacs lower than the previous year s Total Income of Rs. 4061.72 lacs. The Lossafter tax for FY 2020-21 was Rs. 1524.85 lacs as against a Loss after Tax of Rs. 882.35lacs for FY 2019-20.
An analysis of the Business and Financial Results are given in theManagement Discussion and Analysis which forms a part of the Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Companies Act 2013 (hereinafterreferred to as the Act ) Regulation 33 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as Listing Regulations ) and applicable Accounting Standards the Audited ConsolidatedFinancial Statements of the Company for the financial year 2020-21 together with theAuditors Report form part of this Annual Report.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company has 3 subsidiaries as on March 31 2021. Out of whichGraviss Catering Private Limited and Hotel Kanakeshwar Private Limited continue to be thewholly owned subsidiaries of your Company.
Graviss Hotels and Resorts Private Limited is a Subsidiary Company ofyour Company to the extent of 99.98%. There has been no material change in the nature ofthe business of the subsidiaries.
The Financial Performance of each of the Subsidiaries are detailedbelow:
(Rs. in Lacs)
|Sr. No. Name of the Subsidiary Company ||Turnover ||Profit / (Loss) Before Tax ||Profit / (Loss) After Tax |
| ||Current Period ||Previous Period ||Current Period ||Previous Period ||Current Period ||Previous Period |
|1. Graviss Hotels and Resorts Limited ||1397 ||0 ||(106.69) ||5.85 ||(106.69) ||5.85 |
|2. Graviss Catering Private Limited ||0 ||7.11 ||(9.71) ||(0.27) ||(9.75) ||(0.35) |
|3. Hotel Kanakeshwar Private Limited ||0 ||0 ||9.25 ||(10.05) ||9.25 ||(10.05) |
Your Company does not have any Joint Ventures or Associate Companies.
Pursuant to the provisions of Section 129(3) of the the Act a statementcontaining the salient features of financial statements of the Company s subsidiaries inForm No. AOC-1 is attached to the financial statements of the Company as Annexure A.
Further pursuant to the provisions of Section 136 of the Act thefinancial statements of the Company consolidated financial statements along with relevantdocuments and separate audited financial statements in respect of subsidiaries areavailable on the website of the Company athttps://www.gravisshospitality.com/invester-relations.html
Your Directors do not recommend any dividend for the Financial Yearended 31st March 2021.
TRANSFER TO RESERVES
Due to losses in FY 2020-21 no amount has been transferred toReserves.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In accordance with the applicable provisions of Companies Act 2013read with Investor Education and Protection Fund (Accounting Audit Transfer and Refund )Rules 2016 ( IEPF Rules ) all unclaimed dividends are required to be transferred by theCompany to the IEPF after completion of seven (7) years. Further according to IEPFRules the shares on which dividend has not been claimed by the shareholders for seven (7)consecutive years or more shall be transferred to the demat account of the IEPF Authority.The details relating to amount of dividend transferred to the IEPF and correspondingshares on which dividends were unclaimed for seven (7) consecutive years are provided onthe Investors Relations page of the Company s website viz. www.gravisshospitality.com.
MANAGEMENT DISCUSSION AND ANALYSIS
In compliance with the Regulation 34(2) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ( SEBI (LODR) Regulations ) aseparate section on the Management Discussion and Analysis giving details of overallindustry structure developments performance and state of affairs of the Company sbusiness is annexed.
NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES
The details of the meetings of the Board of Directors and itsCommittees convened during the financial year 2020-21 are given in the CorporateGovernance Report which forms a part of this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
(a) RE-APPOINTMENT BY RETIREMENT OF OFFICE BY ROTATION:
In accordance with the provisions of Section 152 of the Companies Act2013 Mrs. Tina Pardal Non- Executive Non-Independent Director retires by rotation andbeing eligible offers herself for re-appointment to the Board.
The above re-appointment forms part of the Notice of the SixtiethAnnual General Meeting and the relevant Resolution is recommended for your approvalthereto.
(b) DIRECTORS AND KEY MANAGERIAL PERSONNEL AND CHANGES AMONG THEM:
Mr. Romil Ratra was appointed as the Chief Executive Officer (CEO) ofthe Company with effect from 1st April 2020 and as a Whole Time Director in the Companyw.e.f. 1st March 2021. Mr. Ravi Ghai- the former Managing Director (DIN: 00074612) andMr. Gaurav Ghai - the former Joint Managing Director (DIN: 00074857) have resigned fromtheir respective offices w.e.f. 15th July 2020 Mr. Farangilal Goyal is the ChiefFinancial Officer and Ms. Jalpa H. Salvi appointed as the Company Secretary and ComplianceOfficer of the Company wef. 19th April 2021 are the Key Managerial Personnel of yourCompany in accordance with the provisions of Section 2(51) 203 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended from time to time.
Further Mr. Harsh Kumar Varma (DIN: 03421941) was appointed asAdditional Director w. e. f. 1st March 2021 subject to approval/ regularization bymembers at the ensuing Annual General Meeting. Your Directors recommend hisre-appointment.
(c) DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS:
The Company has received declarations from all the IndependentDirectors confirming that they meet the criteria of independence as prescribed under theprovisions of the Act read with the Schedules and Rules issued thereunder as well asclause (b) of sub-regulation (1) of Regulation 16 of the Listing Regulations (includingany statutory modification(s) or re-enactment(s) thereof for the time being in force).There has been no change in the circumstances affecting their status as IndependentDirectors of the Company.
In terms of Regulation 25(8) of the Listing Regulations theIndependent Directors have confirmed that they are not aware of any circumstance orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge their duties.
During the year under review the Non-Executive Directors of theCompany had no pecuniary relationship or transactions with the Company other than sittingfees and reimbursement of expenses if any incurred by them and as applicable; for thepurpose of attending meetings of the Board/Committee of the Company.
(d) FAMILIARISATION PROGRAMME:
Whenever any person joins the Board of the Company as a Director aninduction programme is arranged for the new appointee wherein the appointee isfamiliarised with the Company his/her roles rights and responsibilities in the Companythe Code of Conduct of the Company to be adhered nature of the industry in which theCompany operates and business model of the Company.
The details of such familiarization programmes have been disclosed onthe Company s website under the web link:https://www.gravisshospitality.com/invester-relations.html
(e) BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 read with Rulesissued thereunder and Regulation 17 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Board of Directors on recommendation of theNomination & Remuneration Committee has carried out an annual evaluation of its ownperformance board committees and individual Directors (including independent directorsand Chairperson).
The performance of the Board was evaluated by the Board after seekinginputs from all the Directors on the basis of criteria such as the Board Composition andStructure; Degree of fulfilment of key responsibilities towards stakeholders (by way ofmonitoring corporate governance practices participation in the long- term strategicplanning etc.); Effectiveness of board processes information and functioning etc.;Extent of co-ordination and cohesiveness between the Board and its Committees; and Qualityof relationship between Board Members and the Management.
The performance of the committees was evaluated by the Board afterseeking inputs from the committee members on the basis of criteria such as the compositionof committees effectiveness of committee meetings etc.
The evaluation criteria is in compliance with the Guidance Note onBoard Evaluation issued by the Securities and Exchange Board of India on January 5 2017.
(f) DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIALPERSONNEL AND PARTICULARS OF EMPLOYEES:
The remuneration paid to the Directors is in accordance with theNomination and Remuneration Policy formulated in accordance with Section 178 of theCompanies Act 2013 and Regulation 19 of the Listing Regulations (including any statutorymodification(s) or re-enactment(s) for the time being in force). The salient aspectscovered in the Nomination and Remuneration Policy have been outlined in the CorporateGovernance Report which forms part of this Report. The Managing Director and JointManaging Director (upto 1st July 2020)& CEO of your Company do not receiveremuneration from any of the subsidiaries of your Company.
The information required under Section 197 of the Companies Act 2013read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of Directors/employees of your Company is set out in Annexure B to this Report.
Your Directors wish to place on record their appreciation for the goodservices rendered by the employees at all levels of the Company.
The Audit Committee of your Company comprises of three Members viz. Mr.Mahendra V. Doshi a Non-Executive Independent Director as the Chairman and Mr. GulshanBijlani a Non-Executive Independent Director and Mr. Harindra Pal Singh a Non-ExecutiveIndependent Director as Members to the Committee.
The details including the attendance of the Members at the Meetings andterms of Reference are included in the Corporate Governance Report which forms a part ofthe Annual Report.
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) and 134(3)(a) of the Act read withRule 12 of Chapter VII Rules of the Companies (Management and Administration) AmendmentRules 2020 Extract of Annual Return in Form MGT-9 for FY 2020-21 is uploaded on thewebsite of the Company and can be accessed athttps://www.gravisshospitality.com/invester-relations.html
In compliance with the requirements of Chapter IV read with Schedule Vof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a separatereport on Corporate Governance along with the Auditors certificate on its complianceforms an integral part of this Report.
LISTING OF SHARES
The Company s equity shares are listed on BSE Limited (BSE). Furtherthe applicable listing fees for the financial year 2021-2022 have been paid to the BSELimited.
AUDITORS AND THEIR REPORT
(a) STATUTORY AUDITORS:
At the 58th Annual General Meeting of the Company held on 26th July2019 M/s. A. T. Jain & Co. Chartered Accountants (Firm Registration Number:103886W) were appointed as Statutory Auditors of the Company for a period of fiveconsecutive years i.e. from the conclusion of the ensuing 58th Annual General Meeting ofthe Company till the conclusion of the 63rd Annual General Meeting of the Company to beheld in the year 2024 subject to ratification of their appointment by Members at everyAGM if so required under the Act. The requirement to place the matter relating toappointment of auditors for ratification by Members at every AGM has been done away by theCompanies (Amendment) Act 2017 with effect from May 7 2018. Accordingly no resolutionis being proposed for ratification of appointment of statutory auditors at the ensuing AGMand a note in respect of same has been included in the Notice for this AGM.
The Statutory Auditors of the Company have issued an unmodified opinionon the Financial Statements for the financial year ended 31st March 2021. The Auditor sReport for the financial year ended 31st March 2021 does not contain any qualificationreservation or adverse remarks.
(b) COST AUDITORS:
Maintenance of cost records as specified by the Central Governmentunder Section 148 (1) of the Act and Companies (Cost Records and Audit) Rules 2013 is notapplicable to the Company.
(c) INTERNAL AUDITORS:
M/s. V. Sankar Aiyar & Co. Chartered Accountants (FirmRegistration No. 109208W) Mumbai were appointed as the Internal Auditors of the Companyfor the financial year 2020-21.
At the Meeting of the Board of Directors of the Company held on 7thJune 2021 M/s. V. Sankar Aiyar & Co. Chartered Accountants (Firm Registration No.109208W) Mumbai have been re-appointed as the Internal Auditors for the financial year2021-2022.
The Audit Committee of the Board of Directors Statutory Auditors andthe Management are periodically apprised of the Internal Audit findings and correctiveactions are taken.
(d) SECRETARIAL AUDITORS:
In terms of Section 204 of the Companies Act 2013 the Board ofDirectors of your Company at its meeting held on 7th June 2021 has appointed M/s.Martinho Ferrao & Associates Company Secretaries (Certificate of Practice No. 5676)as the Secretarial Auditor to conduct an audit of the secretarial records for thefinancial year 2020-2021. Your Company has received consent from M/s. Martinho Ferrao& Associates to act as the auditor for conducting audit of the Secretarial records forthe financial year ending 31st March 2021.The Secretarial Audit Report for the financialyear ended 31st March 2021 is annexed as Annexure C.
The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.
Further M/s. Martinho Ferrao & Associates Company Secretaries(Certificate of Practice No. 5676) as the Secretarial Auditor to conduct an audit of thesecretarial records for the financial year 2021-2022 by the Board of Directors at theirmeeting held on 7th June 2021.
NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors KeyManagerial Personnel Senior Management and their remuneration including criteria fordetermining qualifications positive attributes Independence of a Director and othermatters provided under Section 178(3) of the Act. During the year under review theCompany has revised the Nomination and Remuneration Policy in accordance with theamendments to Section 178 of the Act and Listing Regulations.
The Nomination & Remuneration Policy is also displayed on theCompany s website under the web link:https://www.gravisshospitality.com/invester-relations.html
POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT ATWORKPLACE
The Company has zero tolerance for sexual harassment at workplace andhas adopted a Policy on Prevention Prohibition and Redressal of Sexual Harassment at theWorkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules there under. The Policyaims to provide protection to employees at the workplace and prevent and redresscomplaints of sexual harassment and for matters connected therewith or incidental theretowith the objective of providing a safe working environment where employees feel secure.Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All the employees (permanent contractual and trainees) arecovered under this policy. The following is a summary of the sexual harassment complaintsas on March 31 2021:
|Number of complaints received during the FY 2020-21 ||NIL |
|Number of complaints disposed off during the FY 2020-21 ||NIL |
|Number of complaints pending at the end of the FY 2020-21 ||NIL |
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism Policy in compliance with theprovisions of Section 177 (9) of the Act and Regulation 22 of the SEBI ListingRegulations with an objective to conduct its affairs in a fair and transparent manner andby adopting the highest standards of professionalism honesty integrity and ethicalbehaviour. The Company has established mechanism for reporting concerns about unethicalbehaviour actual or suspected fraud violation of our Code of Conduct and Ethics.
The details of the policy have been disclosed in the CorporateGovernance Report which forms a part of the Annual Report and is also available onhttps://www.gravisshospitality.com/invester-relations.html.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The requirements of disclosure with regard to Conservation of Energyand Technology Absorption in terms of Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 are not applicable to the Company since it doesn town any manufacturing facility.
Foreign Exchange earned during the Financial Year 2020-2021 in terms ofactual inflows: Rs. 9.23 lacs
Foreign Exchange outgo during the Financial Year 2020-2021 in terms ofactual outflows: Rs. 63.51 lacs
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review no amount was transferred by the Companyto the Investor Education and Protection Fund.
During the financial year 2020-21 your Company has not accepted anydeposit within the meaning of Sections 73 and 76 of the Companies Act 2013 read togetherwith the Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Details of loans guarantees and investments under the provisions ofSection 186 of the Companies Act 2013 read with the Companies (Meetings of Board and itsPowers) Rules 2014 as on 31st March 2021 are set out in Note Nos. 7 & 14 to theStandalone Financial Statements forming part of this report. The Members are requested torefer to the said Notes for details in this regard.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and the SEBI ListingRegulations the Company has formulated a Policy on Related Party Transactions and thesame can be accessed on the Company s website at:https://www.gravisshospitality.com/invester-relations.html
All Related Party Transactions which were entered during the financialyear 2020-21 were on an arm s length basis and in the ordinary course of business. Therewere no materially significant related party transactions made by the Company with relatedparty(s) as defined under Section 2(76) of the Companies Act 2013 which may have apotential conflict with the interest of the Company at large. All transactions withrelated parties were reviewed and approved by the Audit Committee and are in accordancewith the Policy on dealing with and Materiality of Related Party Transactions formulatedby the Company. There are no materially significant related party transactions that mayhave potential conflict with interest of the Company at large.
The details of the related party transactions of the Company asrequired under Accounting Standard - 18 are set out in Note No. 40 to the StandaloneFinancial Statements forming part of this Annual Report.
The Form AOC - 2 pursuant to Section 134 (3)(h) of the Companies Act2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 is annexed herewith thisReport as Annexure D.
INTERNAL FINANCIAL CONTROLS
The Company has sound internal financial controls commensurate to thesize and nature of its business. The Company periodically reviews the internal financialcontrols in the light of new statutes changes in business models adoption of newtechnology solutions and suggestions for improvements received from employees. Furtherthe details in respect of internal financial control and their adequacy are also includedin the Management Discussion and Analysis which forms a part of the Annual Report.
Pursuant to Section 134 of the Companies Act 2013 the Company has aRisk Management Policy in place for identification of key risks to its businessobjectives impact assessment risk analysis risk evaluation risk reporting anddisclosures risk mitigation and monitoring and integration with strategy and businessplanning. The major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis.
SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS
There were no significant/material orders passed by any of theRegulators or Courts or Tribunals impacting the going concern status of your Company orits operations in future during the financial year 2020-21.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY
The impact of COVID-19 on the Company s financial statements has beengiven in Note 54 of the notes to financial statements for the year ended March 31 2021and the Company s response to the situation arising from the pandemic has been explainedin the Management Discussion and Analysis which forms a part of the Annual Report.
CHANGE IN NATURE OF BUSINESS
During the year under review there has been no change in the nature ofbusiness of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) of the Companies Act 2013 theDirectors confirm that:
(a) In the preparation of the annual accounts for the financial yearended 31st March 2021 the applicable accounting standards have been followed along withproper explanation relating to material departures if any;
(b) accounting policies have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of your Company as at 31st March 2021 and ofthe loss of the Company for the financial year ended 31st March 2021;
(c) proper and sufficient care has been taken 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;
(d) the annual accounts have been prepared on a going concern basis;
(e) proper internal financial controls laid down by the Directors werefollowed by the Company and that such internal financial controls are adequate and wereoperating effectively and;
(f) proper systems to ensure compliance with the provisions of allapplicable laws were in place and that such systems were adequate and operatingeffectively.
As per SEBI Listing Regulations the Corporate Governance Report withthe Practicing Company Secretary s Certificate thereon and the Management Discussion andAnalysis are attached as a separate section which forms a part of the Annual Report.
The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems are adequate and operating effectively.
The Directors thank the Company s customers vendors investors andpartners for their continuous support.
The Directors also thank the Government of India Governments ofvarious states in India Governments of various countries and concerned Governmentdepartments and agencies for their co-operation.
The Directors regret the loss of lives due to COVID-19 pandemic and aredeeply grateful and have immense respect for every person who risked their life and safetyto fight this pandemic.
The Directors appreciate and value the contribution made by all ouremployees and their families and the contribution made by every other member of theGraviss family for making the Company what it is.