The Directors have pleasure in presenting their 30th Annual Report on thebusiness and operations together with the Audited Statement of Accounts of the Company forthe year ended 31st March 2020.
1. FINANCIAL RESULTS
The Financial results are briefly indicated below
(Rs. In Lakhs)
|Particulars ||Standalone |
| ||2019-20 ||2018-19 |
|Revenue from Operations ||832.00 ||679.29 |
|Other Income ||0.00 ||0.00 |
|Total Revenue ||832.00 ||679.29 |
|Profit before tax ||13.69 ||201.80 |
|Tax Expense ||0.82 ||65.18 |
|Profit after tax ||12.27 ||136.62 |
|Equity share Capital ||300.00 ||300.00 |
|Earnings per share ||0.04 ||0.46 |
The Revenue from the operations (net) for the Financial Year 2019-20 was Rs. 832.00lac(Previous Year Rs. 679.29 lac). The company earned Net Profit of Rs. 12.27 lac (PreviousYear Rs. 136.62 lac).
There was no change in the nature of business of the company during the year.
The previous year figures have been restated rearranged and regrouped to enablecomparability of the current year figures of accounts with the relative previous year'sfigures.
3. COVID-19 PANDEMIC
Global hospitality industry contains a broad group of businesses such as hotelindustry restaurants theme parks event planning and many more that provides servicesto customer. Factors that were driving the hospitality industry before pandemic COVID-19include increasing disposable income new travel trends increasing online business oftravelling due to increased internet penetration and internet banking web-presence ofhotels & tourism directories and many more. The ever-expanding global tourism industrywas one of the major factors driving the growth of the hospitality industry before thecoronavirus outbreak. The number of international tourist arrivals had risen continuouslyover the past decades. As per the growth projection made by the World Tourism Organization(UNWTO) the number of tourist arrivals across the globe was expected to cross 1.5 billionby 2020. Key factors affecting the market after the pandemic include the decrease in toursand travels as most of the flights are getting cancelled. The government all across theglobe are cancelling the foreign visits and locking down most of the areas which is one ofthe other major reasons behind the slowing down of hospitality industry.
The global hospitality industry report is segmented based on food and beverages traveland tourist lodging and recreation. Travel and tourist segments along with therecreation segment are majorly declining due to the lockdowns happening across the world.The effect of COVID-19 on hospitality industry can be observed in all the regionsincluding North America Europe Asia-Pacific and Rest of the World.
A team of researchers recently published a report addressing the impact of COVID-19 onthe global hospitality industry. The study is incorporated by extensive primary andsecondary research conducted by the research team. Secondary research has been conductedto refine the available data. Different approaches have been worked on to derive themarket value and market growth rate. In the report the analysis of the country isprovided by analyzing various regional players laws and policies consumer behaviour andmacro-economic factors. The report includes analysis of different regions and countriesand the effect of COVID-19 on the entertainment industry of each respective region.Besides an expected recovery timeline of the industry will also be included with thebest- and worst-case scenario which will aid clients to take their future steps in thedecision-making process.
The report provides an in-depth analysis on market size intended quality of theservice preferred by consumers. The report will serve as a source for 360-degree analysisof the market thoroughly integrating different models.
Comprehensive research methodology of the global hospitality industry. This report alsoincludes a detailed and extensive market overview with key analyst insights. An exhaustiveanalysis of macro and micro factors influencing the market guided by key recommendations.Analysis of regional regulations and other government policies impacting the globalaviation industry. Insights about market determinants which are stimulating the globalaviation industry. Detailed and extensive market segments with regional distribution offorecasted revenues. Extensive profiles and recent developments of market players.
Travel restrictions owing to COVID-19 continue to impact hospitality travel andtourism sectors within India and around the world. In order to gauge the impact of thepandemic on the hospitality sector in India JLL performed an in-depth survey with keyhotel operators. The outcomes of the survey have been insightfully captured in the papertitle Impact of COVID-19 on Indian Hospitality Industry' that highlights the effectsof the pandemic on development and opening of new hotels as well as the support requiredfor the sustenance of the sector.
The paper outlines key insights on COVID-19 impact on India's hospitality industry. Itputs forth key findings in the most realistic manner for the target groups' easyunderstanding:
? 60% of the operators surveyed believe that it will take 13 to 24 months for theirportfolio to bounce back to 2019 RevPAR levels ? 53% of the total leading hotel operatorshave shut down more than 80% of their inventory during the nation-wide lockdown period ?Over 60% of respondents have up to 10% of their total hotels serving as quarantinefacilities predominantly in key markets with some of these hotels providing rooms for the"Vande Bharat Mission"
? 53% of the respondents believe that key business cities are likely to witness anearly pick-up in room nights demand
India's hospitality industry has witnessed decline of 52.8 per cent in Revenue Per
Available Room (RevPAR) during January to September (YTD Sept) 2020 over the sameperiod last year due to the impact of Covid-19 pandemic.
Overall in inventory volume the brand signings declined by 19 per cent in Q3 2020over Q3 2019 however international operators signed a greater number of keys thandomestic ones said
JLL's Hotel Momentum India (HMI) Q3 2020 a quarterly hospitality sector monitor.
All key 11 markets in India reported a decrease in RevPAR Performance in Q3 2020 overthe same period last year. Mumbai continues to be the RevPAR leader in absolute termsdespite the decline of RevPAR by 71.7 per cent in Q3 2020 compared to Q3 2019 whereasBengaluru saw the sharpest decline in RevPAR in Q3 2020 with 88.1 per cent declinecompared to the same period in the previous year.
According to the findings of HMI Q3 2020 international operators dominated signingsover domestic operators with the ratio of 53:47 in terms of inventory volume. Demand inleisure destinations began seeing weekend occupancy spikes as the lockdown restrictionswere further lifted in August.
Other cities such as Pune (86.2 per cent) Kolkata (82.6 per cent) and Goa (78.8 percent) also witnessed sharp declines in RevPAR.
COVID-19 has affected every sector across the globe and the hotel industry isamong the hardest hit. Some other research suggests that recovery to pre-COVID-19 levelscould take until 2023 or later. Investors are providing similar views of hotel companies'prospects as seen in the underperformance of US lodging real estate investment trusts(REITs). Like so many industries hospitality will also see both subtle and substantialshifts in the post-pandemic era. Some are already apparent today.
COVID-19 is a challenge to both our lives and livelihoods. The crisis is unprecedentedand moving quickly yet still deeply uncertain.
4. EFFECT OF COVID-19 ON THE ECONOMY IN GENERAL
Amid the Pandemic several countries across the world resorted to lockdowns to"flatten the curve" of the infection. These lockdowns meant confining millionsof citizens to their homes shutting down businesses and ceasing almost all economicactivity. According to the International Monetary Fund (IMF) the global economy isexpected to shrink by over 3 per cent in 2020 the steepest slowdown since the GreatDepression of the 1930s.
Now as some countries lift restrictions and gradually restart their economies here'sa look at how the pandemic has affected them and how they have coped. The pandemic haspushed the global economy into a recession which means the economy starts shrinkingand growth stops.
In the US Covid-19-related disruptions have led to millions filing for unemploymentbenefits. In April alone the figures were at 20.5 million and are expected to rise asthe impact of the pandemic on the US labour market worsens. As per a Reuters report sinceMarch 21 more than 36 million have filed for unemployment benefits which is almost aquarter of the working-age population. China's GDP dropped by 36.6 per cent in the firstquarter of 2020 while South Korea's output fell by 5.5 per cent since the country didn'timpose a lockdown but followed a strategy of aggressive testing contact tracing andquarantining. In Europe the GDPs of France Spain and Italy fell by 21.3 19.2 and 17.5per cent respectively.
Further an early analysis by IMF reveals that the manufacturing output in manycountries has gone done which reflects a fall in external demand and growing expectationsof a fall in domestic demand. The IMF's estimate of the global economy growing at -3 percent in 2020 is an outcome "far worse" than the 2009 global financial crises.Economies such as the US Japan the
UK Germany France Italy and Spain are expected to contract this year by 5.9 5.26.5 7 7.2 9.1 and 8 per cent respectively.
Advanced economies have been hit harder and together they are expected to grow by -6per cent in 2020. Emerging markets and developing economies are expected to contract by -1per cent. If China is excluded from this pool of countries the growth rate for 2020 isexpected to be -2.2 per cent.
How are the Countries Coping? According to an assessment by the World EconomicForum (WEF) supporting SMEs and larger businesses is crucial for maintaining employmentand financial stability.
In India Finance Minister Nirmala Sitharaman has announced some details of theAtmanirbhar Bharat Abhiyan package to provide relief to Medium Small and MicroEnterprises (MSMEs) in the form of an increase in credit guarantees.
Many advanced economies in the world have rolled out support packages. While India'seconomic stimulus package is 10 per cent of its GDP Japan's is 21.1 per cent followed bythe US
(13 per cent) Sweden (12 per cent) Germany (10.7 per cent) France (9.3 per cent)Spain (7.3 per cent) and Italy (5.7 per cent).
However the WEF notes "
there is concern that the size of packages mayprove insufficient for the duration of the crisis; that disbursement may be slower than isneeded; that not all firms in need would be targeted; and that such programmes may beoverly reliant on debt financing."
In Asia countries including India China Indonesia Japan Singapore and South Koreaaccount for about 85 per cent of all the Covid-19 cases on the continent. South Koreastands out since business and economic activities were not completely stopped andtherefore their economy was not severely affected. China recently lifted its lockdown andhas since then been gradually reopening its economy without an aggressive second wave ofinfections so far.
Further even as economic activity resumes gradually the situation will take time tonormalise as consumer behaviours change as a result of continued social distancing anduncertainty about how the pandemic will evolve. For instance in its World EconomicOutlook report for 2020 the IMF mentions that firms may start hiring more people andexpanding their payroll only slowly as they may not be clear about the demand for theiroutput.
Therefore along with clear and effective communication broad monetary and fiscalstimuli will be required to be coordinated on an international scale for maximum impactand "would be most effective to boost spending in the recovery phase." COVID-19cases in India cross 20000 and death toll crossing more than 600. More than 200 countriesand territories are reported with novel coronavirus pandemic. How it will impact theIndian economy? Let us find out!
Coronavirus outbreak was first reported in Wuhan China on 31 December 2019.Coronavirus (CoV) is a large family of viruses that causes illness. It ranges from thecommon cold to more severe diseases like Middle East Respiratory Syndrome (MERS-CoV) andSevere Acute Respiratory Syndrome (SARS-CoV). The novel coronavirus is a new strain ofvirus that has not been identified in human so far.
WHO is working closely with global experts governments and other health organisationsto provide advice to the countries about precautionary and preventive measures.
Impact of Coronavirus on the Indian Economy: To combat with COVID-19 IndianGovernment extended the date of lockdown to 3rd May 2020. Recently an industry surveythat is jointly conducted by industry body Ficci and tax consultancy Dhruva advisors andtook responses from about 380 companies across the sectors. It is said that businesses aregrappling with "tremendous uncertainty" about their future.
According to the survey COVID-19 is having a 'deep impact' on Indian businesses overthe coming month's jobs are at high risk because firms are looking for some reduction inmanpower. Further it is added that already COVID-19 crisis has caused an unprecedentedcollapse in economic activities over the last few weeks.
The present situation is having a "high to very high" level impact on theirbusiness according to almost 72 per cent respondents. Further 70 per cent of the surveyedfirms are expecting a degrowth sales in the fiscal year 2020-21.
Ficci said in a statement "The survey clearly highlights that unless asubstantive economic package is announced by the government immediately we could see apermanent impairment of a large section of the industry which may lose the opportunity tocome back to life again."
The survey found: In respect to the approved expansion plans around 61 per cent of therespondents expect to postpone such expansions for a period of up to 6 or 12 months while33 per cent expect it to for more than 12 months.
- Surveyed firms of around 60 per cent have postponed their fund-raising plans for thenext 6-12 months. Also nearly 25 per cent of the firms have decided the same.
- Surveyed firms around 43 per cent have reported that they do not predict an impact onexports. Further 34 per cent said that exports would take a hit by more than 10 per cent.
According to Dun & Bradstreet COVID-19 no doubt disrupted human lives and globalsupply chain but the pandemic is a severe demand shock which has offset the green shootsof recovery of the Indian economy that was visible towards the end of 2019 and early 2020.The revised Gross Domestic Product (GDP) estimates for India downwards by 0.2percentage points for the fiscal year 2020 to 4.8 per cent and by 0.5 per cent for thefiscal year 2021 to 6 per cent. Further it is stated that the extent of the actual impactwill depend upon the severity and duration of the outbreak.
There are three major channels of impact for Indian businesses according to the reportnamely linkages supply chain and macroeconomic factors. The data of the Dun &Bradstreet shows that at least 6606 Indian entities have legal linkages with companies incountries with a large number of confirmed COVID-19 cases. And business activity in theforeign markets is slow which implies a negative impact on the topline of these companies.Sectors that would be much affected includes logistics auto tourism metals drugspharmaceuticals electronic goods MSMEs and retail among others
Further according to the World Bank's assessment India is expected to grow 1.5 percent to 2.8 per cent. And IMF projected a GDP growth of 1.9 per cent for India in 2020because the global economy is affected by the COVID pandemic the worst recession sincethe Great Depression in the 1930s. Also we can't ignore that the lockdown and pandemichit several sectors including MSME hospitality civil aviation agriculture and alliedsector.
According to KPMG the lockdown in India will have a sizeable impact on theeconomy mainly on consumption which is the biggest component of GDP.
Reduction in the urban transaction can lead to a steep fall in the consumption ofnon-essential goods. It can be severe if disruption causes by the 21-day lockdown andaffect the availability of essential commodities.
Due to weak domestic consumption and consumer sentiment there can be a delay ininvestment which further add pressure on the growth. We can't ignore that post-COVID-19some economies are expected to adopt de-risking strategies and shift their manufacturingbases from China. This can create opportunities for India. According to KPMGopportunities will largely depend on how quickly the economy recovers and the pace atwhich the supply chain issues are addressed.
KPMG India Chairman and CEO Arun M Kumar said: "Apart from providing robust safetynets for the vulnerable a focus on ensuring job continuity and job creation will beimperative". "And there is urgent need to mobilise resources to stimulate theeconomy for increased demand and employment".
According to the KPMG report "It is expected that the course of economic recoveryin India will be smoother and faster than that of many other advanced countries".
In terms of trade China is the world's largest exporter and second-largestimporter. It accounts for 13% of world exports and 11% of world imports. Up to a largeextent it will impact the Indian industry. In imports the dependence of India onChina is huge. Of the top 20 products (at the two-digit of HS Code) that India importsfrom the world China accounts for a significant share in most of them.
India's total electronic imports account for 45% of China. Around one-third ofmachinery and almost two-fifths of organic chemicals that India purchases from theworld come from China?
For automotive parts and fertilisers China's share in India's import is more than 25%.Around 65 to 70% of active pharmaceutical ingredients and around 90% of certain mobilephones come from China to India.
Therefore we can say that due to the current outbreak of coronavirus in China theimport dependence on China will have a significant impact on the Indian industry.
In terms of export China is India's 3rd largest export partner andaccounts for around 5% share. The impact may result in the following sectors namelyorganic chemicals plastics fish products cotton ores etc.
We also can't ignore that most of the Indian companies are located in the eastern partof China. In China about 72% of companies in India are located in cities like ShanghaiBeijing provinces of Guangdong Jiangsu and Shandong. In various sectors thesecompanies work including Industrial manufacturing manufacturing services IT and BPOLogistics Chemicals Airlines and tourism.
It has been seen that some sectors of India have been impacted by the outbreak ofcoronavirus in China including shipping pharmaceuticals automobiles mobileselectronics textiles etc. Also a supply chain may affect some disruptionsassociates with industries and markets.
Overall the impact of coronavirus in the industry is moderate.
According to CLSA report pharma chemicals and electronics businesses may facesupply-chain issues and prices will go up by 10 percent. The report also says that Indiacould also be a beneficiary of positive flows since it appears to be the least-impactedmarket. Some commodities like metals upstream and downstream oil companies could witnessthe impact of lower global demand impacting commodity prices.
According to CII GDP could fall below 5% in FY 2021 if policy action is not takenurgently. It is said that the government should take some strong fiscal stimulus to theextent of 1% of GDP to the poor which would help them financially and also manageconsumer demand.
In the third quarter (October-December) growth is slowed down to 4.7% and the impact ofCOVID-19 will further be seen in the fourth quarter.
Ficci survey showed 53% of Indian businesses have indicated a marked impact of COVID-19on business operations. And 42% of the respondents said that up to three months could takefor normalcy to return.
Considering the financial results and to plough back surplus of the Company the Boarddid not recommend payment of any dividend for the year ended 31st March 2020.
6. SHARE CAPITAL
During the year under review there was no change in the Share Capital of the company.As at March 31 2020 the total paid-up share capital of the company stood at Rs. 300 lacsdivided into 3000000 equity shares of Rs. 10/- each.
7. TRANSFER TO RESERVE
The Company has transferred current year's profit of Rs. 1286992.46 to the Reserve& Surplus and the same is in compliance with the applicable provisions prescribedunder the Companies Act 2013.
8. AUDITORS & AUDITORS' REPORT
M/s. Singhi Bikash & Associates Chartered Accountants were appointed as statutoryauditors of the company for a period of five years in the 29th AGM i.e. tillthe conclusion of the 33rd Annual General Meeting to be held for the FY2023-24.
The Auditors' Report for the fiscal 2020 does not contain any qualificationreservation or adverse remark. Further in terms of section 143 of the Companies Act 2013read with Companies (Audit & Auditors) Rules 2014 as amended no fraud has beenreported by the Auditors of the Company where they have reasons to believe that an offenceinvolving fraud is being or has been committed against the company by officers oremployees of the company.
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014. . Hencecompany need not to give details related to deposits. There is no non-compliance of theprovisions of Chapter V of the Companies Act 2013.
10. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Board has on the recommendation of the Nomination & Remuneration Committeeadopted a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and their remuneration.
-The Nomination & Remuneration Committee identifies and ascertains the integrityqualification expertise and experience of the person for appointment as Director andensures that the candidate identified possesses adequate qualification expertise andexperience for the appointment as a Director.
-The Nomination & Remuneration Committee ensures that the candidate proposed forappointment as Director is compliant with the provisions of the Companies Act 2013.
-The candidate's appointment as recommended by the Nomination and Remuneration
Committee requires the approval of the Board.
-In case of appointment of Independent Directors the Nomination and RemunerationCommittee satisfies itself with regard to the independent nature of the Directors vis--vis the Company so as to enable the Board to discharge its function and dutieseffectively.
-The Nomination and Remuneration Committee ensures that the candidate identified forappointment as a Director is not disqualified for appointment under Section 164 of theCompanies Act 2013.
-The policy can be viewed at company's website athttp://www.machotels.net/investors.html
11. CORPORATE GOVERNANCE
The Company being listed on the Small and Medium Enterprise Platform is exempted fromprovisions of corporate governance as per Regulation 15 of Securities and Exchange Boardof India (Listing Obligation and Disclosure Requirements) Regulation 2015. Hence nocorporate governance report is disclosed in this Annual Report. It is Pertinent to mentionthat the Company follows Majority of the provisions of the corporate governancevoluntarily.
There is no subsidiary.
13. STATEMENTS OF PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
Information in accordance with the provisions of Section 134 (3)(m) of the Act readwith the Companies (Accounts) Rules 2014 regarding Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo have not been furnished considering thenature of activities undertaken by the company during the year under review.
14. RELATED PARTY TRANSACTIONS
Information on transactions with related parties pursuant to Section 134(3)(h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Form AOC-2.
15. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith.
16. SECRETARIAL AUDIT REPORT
As required under section 204(1) of the Companies Act 2013 and Rules made there underthe Company has appointed Mr. Jaymin Modi Prop Jaymin Modi& Co. Company Secretaryas Secretarial Auditor of the Company for the Financial Year 2019-20.The Secretarial AuditReport forms part of the Annual Report.
The Copy of Secretarial Audit Report for the Financial Year 2019-20 issued by Mr.Jaymin Modi Company Secretary in Practice has been attached.
The Secretarial Auditors' Report for the fiscal 2020 does not contain anyqualification reservation or adverse remark.
17. MANAGEMENT DISCUSSION ANALYSIS REPORT
The details forming part of Management Discussion and Analysis Report is annexedherewith to the Board Report.
18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE
During the year under review there is no significant and material order passed by the
Regulators or Courts or Tribunals impacting the going concern status and Company'soperations.
19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of loan guarantee and investment covered under the provisions of Section 186of the Act read with the Companies (Meetings of Board and its Powers) Rules 2014 aregiven in the Notes to the financial statements.
20. CORPORATE SOCIAL RESPONSIBILITY (CSR)
In view of the Regulation 15(1) of the Securities and Exchange Board of India (ListingObligation and Disclosure Requirements) Regulations 2015 the provisions related toCorporate Governance as specified in regulations 17 to 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of Schedule V are not applicableto the Company and hence the same is not given in the Report.
21. BOARD OF DIRECTORS
The Company is managed by well-qualified professionals. All directors are suitablyqualified experienced and competent. The members of the Board of Directors are personswith considerable experience and expertise in Audit Accounts Finance Administration andMarketing. The Company is benefitted by the experience and skills of the Board ofDirectors. The Independent Directors have made disclosures to the Board confirming thatthere are no material financial and/or commercial transactions between them and thecompany which could have potential conflict of interest with the company at large.
? APPOINTMENT CHANGE IN DESIGNATION AND RESIGNATION OF DIRECTORS
During the period under review no Directors have appointed and resigned from theCompany.
|SR NO CATEGORY/ DESIGNATION ||NAME OF THE DIRECTOR |
|i. Managing Director ||Mr. Edwin E R Cotta |
|ii. Chairman and Whole Time Director ||Mr. Edgar Maximiano |
| ||Do Rosario Cotta |
|iii. Non-Executive Director ||Ms. Ingrid Cotta |
|iv. Independent Director ||Mr.Blaise Lawrence Costabir |
|v. Independent Director ||Mr. Ephrem Frederick Mendanha |
RETIREMENT BY ROTATION
Mr. Edwin Cotta(DIN: 02691199) Managing Director of the Company is liable to retireby rotation at the forthcoming Annual General Meeting and being eligible offers himselffor reappointment. Your Directors recommends him for re-appointment.
Mr. Edgar Cotta(DIN: 00124357) Whole-Time Director of the Company is liable to retireby rotation at the forthcoming Annual General Meeting and being eligible offers himselffor reappointment. Your Directors recommends him for re-appointment.
? INDEPENDENT DIRECTORS
Independent Directors on your Company's Board have submitted declarations ofindependence to the effect that they meet the criteria of independence as provided inSection 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations
? KEY MANAGERIAL PERSONS
The Present Composition of Key Managerial Personnel is as below:
|SR NAME NO ||DESIGNATIO N ||DATE OF APPOINTMEN T ||DATE OF CESSATION |
|1. Mr. Edwin E R Cotta ||Managing Director ||20-12-1990 ||NA |
|2. Mr. Edgar Maximiano Do Rosario Cotta ||Whole-Time Director ||08-03-2006 ||NA |
|3. Mr. Jose Schubert De Cotta ||Chief Financial Officer ||05-09-2017 ||NA |
|4. Ms. Priyanka Sen ||Company Secretary & Compliance Officer ||14-02-2020 ||NA |
22. RESPONSIBILITIES & FUNCTIONS OF BOARD OF DIRECTORS
The Board of Directors of the listed entity shall have the following responsibilities:
(i) Disclosure of information:
a. Members of Board of Directors and key managerial personnel shall disclose to the
Board of directors whether they directly indirectly or on behalf of third partieshave a material interest in any transaction or matter directly affecting the listedentity.
b. The Board of Directors and senior management shall conduct themselves so as to meetthe expectations of operational transparency to stakeholders while at the same timemaintaining confidentiality of information in order to foster a culture of gooddecision-making.
(ii) Key functions of the Board of Directors
a. Reviewing and guiding corporate strategy major plans of action risk policy annualbudgets and business plans setting performance objectives monitoring implementation andcorporate performance and overseeing major capital expenditures acquisitions anddivestments.
b. Monitoring the effectiveness of the listed entity's governance practices and makingchanges as needed.
c. Selecting compensating monitoring and when necessary replacing key managerial
Personnel and overseeing succession planning.
d. Aligning key managerial personnel and remuneration of board of directors with thelonger-term interests of the listed entity and its shareholders. e. Ensuring a transparentnomination process to the board of directors with the diversity of thought experienceknowledge perspective and gender in the board of Directors.
f. Monitoring and managing potential conflicts of interest of management members ofthe Board of Directors and shareholders including misuse of corporate assets and abuse inrelated party transactions.
g. Ensuring the integrity of the listed entity's accounting and financial reportingsystems including the independent audit and that appropriate systems of control are inplace in particular systems for risk management financial and operational control andcompliance with the law and relevant standards.
h. Overseeing the process of disclosure and communications.
i. Monitoring and reviewing Board of Director's evaluation framework.
(iii) Other responsibilities:
a. The Board of Directors shall provide strategic guidance to the listed entity ensureeffective monitoring of the management and shall be accountable to the listed entity andthe shareholders.
b. The Board of Directors shall set a corporate culture and the values by whichexecutives throughout a group shall behave.
c. Members of the Board of Directors shall act on a fully informed basis in goodfaith with due diligence and care and in the best interest of the listed entity and theshareholders.
d. The Board of Directors shall encourage continuing directors training to ensure thatthe members of Board of Directors are kept up to date.
e. Where decisions of the Board of Directors may affect different shareholder groupsdifferently the Board of Directors shall treat all shareholders fairly.
f. The Board of Directors shall maintain high ethical standards and shall take intoaccount the interests of stakeholders.
g. The Board of Directors shall exercise objective independent judgment on corporateaffairs.
h. The Board of Directors shall consider assigning a sufficient number of non-executive members of the Board of Directors capable of exercising independent judgment totasks where there is a potential for conflict of interest.
i. The Board of Directors shall have ability to step back' to assist executivemanagement by 44 challenging the assumptions underlying: strategy strategic initiatives(such as acquisitions) risk appetite exposures and the key areas of the listed entity'sfocus.
j. When committees of the Board of Directors are established their mandatecomposition and working procedures shall be well defined and disclosed by the Board ofDirectors.
k. Members of the Board of Directors shall be able to commit themselves effectively totheir responsibilities.
l. In order to fulfill their responsibilities members of the Board of Directors shallhave access to accurate relevant and timely information.
m. The Board of Directors and senior management shall facilitate the independentDirectors to perform their role effectively as a member of the Board of Directors and alsoa member of a committee of Board of Directors.
23. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Re-Appointment of Director
Mr. Edwin E R Cotta (DIN: 02691199) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.
Mr. Edgar Maximiano Do Rosario Cotta (DIN: 00124357) retires by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment.
B. Disclosures By Directors
The Directors on the Board have submitted notice of interest under Section 184(1) i.e.in Form MBP 1 intimation under Section 164(2) i.e. in Form DIR 8 and declaration as tocompliance with the Code of Conduct of the Company. All Independent Directors have alsogiven declarations that they meet the criteria of independence as laid down under Section149(6) of the Act.
C. Independent Directors
Independent Directors on your Company's Board have submitted declarations ofindependence to the effect that they meet the criteria of independence as provided inSection 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.
D. Change in Composition of Board
During the Financial Year 2019-20 there was no change in the composition of Board ofDirectors.
Key Managerial Personnel
There was no change in Key Managerial Personnel during the FY 2019-20.
24. MEETINGS OF BOARD OF DIRECTORS
The Board met six times during the year. The intervening gap between the meetings waswithin the period prescribed under the Companies Act 2013 and the Listing Regulations.
The details of Board Meeting are given herein below:
|SR.NO ||DATES OF BOARD MEETINGS/ SEPARATE INDEPENDENT DIRECTOR'S MEETING |
|1. ||15th April 2019 |
|2. ||10th June 2019 |
|3. ||29th July 2019 |
|4. ||02nd August 2019 |
|5. ||28th November 2019 |
|6. ||20th March 2020 |
|SR.N NAME OF THE O DIRECTOR ||DIN ||CATEGORY ||BOARD MEETINGS |
| || || ||HELD ||ATTENDED |
|1. Edgar Maximiano Do Rosario Cotta ||00124357 ||Managing Director ||6 ||6 |
|2. Edwin E R Cotta ||02691199 ||Whole-Time Director ||6 ||6 |
|3. Ingrid Cotta ||00075917 ||Non- Executive Director ||6 ||5 |
|4. Blaise Lawrence Costabir ||00898174 ||Independent Director ||6 ||6 |
|5. Ephrem Frederick Mendanha ||07787277 ||Independent Director ||6 ||6 |
25. DETAILS OF ANNUAL GENERAL MEETING
|Financial Year ||Date ||Venue ||Resolutions passed |
|2018-19 ||26th August 2019 ||Dina Banquet Hall Hotel Miramar Near Kamat Kinara Caranzalem Goa. ||1. To receive consider and adopt the Audited Balance Sheet as at March 31 2019 and the Profit and Loss |
| || ||403002 ||Account for the year ended on that date together with the Schedules thereon along with the Reports of the Directors and Auditors thereon. |
| || || ||2. To appoint a Director in place of Mr.EdgarMaximiano Do Rosario Cotta who retires by rotation and being eligible offered himself for re- appointment. |
| || || || |
| || || ||3. To appoint a Director in place of Mr. Edwin E R Cotta who retires by rotation and being eligible offered himself for re- appointment. |
| || || ||4. To Consider The Appointment Of CA Neeru Agnihotri Chartered Accountants as Statutory Auditors of the Company and fix their Remuneration |
| || || ||5. To Considercompany wishes to acquire 70% stake in the Singapore Company Mac Global Pte.Ltd. having UEN No. 201919921H and authorized capital of Singapore Dollars 10000 by paying a sum of 70% of the paid-up Capital of the Company having registered address as 513 Anson Road International Plaza Singapore (079903). |
| || || ||6. To consider and approve a dividend at the rate of 3 percent (Viz. 0.30 paise per share having face value of Rs. 10/- each) fully paid-up of the Company be and is hereby declared for the financial year ended March 31 2019 |
26. EXTRA-ORDINARY GENERAL MEETING
Details of the Extra- Ordinary General Meetings of the Company held during precedingyear with a gist of the special resolutions passed there at is given hereunder:
|Financial Year ||Date ||Venue ||Resolutions passed |
|2018-19 ||NA ||NA ||NA |
27. INDEPENDENT DIRECTORS MEETING
In compliance with Schedule IV to the Companies Act 2013 and regulation 25(3) of SEBIListing Regulations 2015 the independent directors held their separate meeting on 20thMarch 2020 without the attendance of non-independent directors and members ofManagement to inter alia discuss the following:
? review the performance of non-independent directors and the Board as a whole;
? review the performance of the Chairperson of the Company taking into account theviews of executive directors and non - executive directors; ? assess the quality quantityand timeliness of flow of information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties; and ? Reviewthe responsibility of independent directors with regard to internal financial controls. ?All independent directors were present at the meeting.
The independent director's present elected Ephrem Frederick Mendanha as Chairman forthe meeting deliberated on the above and expressed their satisfaction on each of thematters
28. COMPOSITION OF COMMITTEES
The Company has complied with the SEBI (LODR) Regulations along with the Companies Act2013 with respect to the Composition of the Committees as required therein and the detailsof which is given herein below:
A. AUDIT COMMITTEE
? COMPOSITION OF AUDIT COMMITTEE
The Audit Committee comprises:
|NAME OF DIRECTOR ||NATURE OF DIRECTORSHIP ||STATUS IN COMMITTEE |
|Ephrem Frederick Mendanha ||Chairman ||Non- Executive and Independent Director |
|Blaise Lawrence Costabir ||Member ||Non- Executive and Independent Director |
|Edgar Maximiano Do Rosario Cotta ||Member ||Managing Director |
The Company Secretary of the Company shall act as the Secretary of the Audit Committee.
? POWERS OF AUDIT COMMITTEE
The Audit Committee shall have powers including the following: a. To investigate anyactivity within its terms of reference; b. To seek information from any employee; c. Toobtain outside legal or other professional advice; and d. To secure attendance ofoutsiders with relevant expertise if it considers necessary.
? Role of Audit Committee
The role of the Audit Committee shall include the following: a. oversight of the listedentity's financial reporting process and the disclosure of its financial information toensure that the financial statement is correct sufficient and credible; b. recommendationor appointment remuneration and terms of appointment of auditors of the listed entity; c.approval of payment to statutory auditors for any other services rendered by the statutoryauditors; d. reviewing with the management the annual financial statements and auditor'sreport thereon before submission to the board for approval with particular reference to:
? matters required to be included in the director's responsibility statement to beincluded in the board's report in terms of clause (c) of sub-section (3) of Section 134 ofthe Companies Act2013; ? changes if any in accounting policies and practices andreasons for the same; ? major accounting entries involving estimates based on the exerciseof judgment by management; ? significant adjustments made in the financial statementsarising out of audit findings; ? compliance with listing and other legal requirementsrelating to financial statements; ? disclosure of any related party transactions; ?modified opinion(s) in the draft audit report; e. reviewing with the management thequarterly financial statements before submission to the board for approval; f. reviewingwith the management the statement of uses / application of funds raised through an issue(public issue rights issue preferential issue etc.) the statement of funds utilizedfor purposes other than those stated in the offer document / prospectus / notice and thereport submitted by the monitoring agency monitoring the utilization of proceeds of apublic or rights issue and making appropriate recommendations to the board to take upsteps in this matter; g. reviewing and monitoring the auditor's independence andperformance and effectiveness of audit process; h. approval or any subsequentmodification of transactions of the listed entity with related parties; i. scrutiny ofinter-corporate loans and investments; j. valuation of undertakings or assets of thelisted entity wherever it is necessary; k. evaluation of internal financial controls andrisk management systems; l. reviewing with the management performance of statutory andinternal auditors adequacy of the internal control systems; m. reviewing the adequacy ofinternal audit function if any including the structure of the internal audit departmentstaffing and seniority of the official heading the department reporting structurecoverage and frequency of internal audit; n. discussion with internal auditors of anysignificant findings and follow up thereon; o. reviewing the findings of any internalinvestigations by the internal auditors into matters where there is suspected fraud orirregularity or a failure of internal control systems of a material nature and reportingthem to the board; p. discussion with statutory auditors before the audit commences aboutthe nature and scope of audit as well as post- audit discussion to ascertain any area ofconcern; q. to look into the reasons for substantial defaults in the payment to thedepositors debenture holders shareholders (in case of non-payment of declared dividends)and creditors; r. to review the functioning of the whistle blower mechanism; s. approvalof appointment of chief financial officer after assessing the qualifications experienceand background etc. of the candidate; t. carrying out any other function as is mentionedin the terms of reference of the audit committee.
Further the Audit Committee shall mandatorily review the following information: ?management discussion and analysis of financial condition and results of operations; ?statement of significant related party transactions (as defined by the audit committee)submitted by management; ? management letters / letters of internal control weaknessesissued by the statutory auditors; ? internal audit reports relating to internal controlweaknesses; and ? the appointment removal and terms of remuneration of the chief internalauditor shall be subject to review by the audit committee. ? statement of deviations: (a)quarterly statement of deviation(s) including report of monitoring agency if applicablesubmitted to stock exchange(s) in terms of Regulation 32(1); (b) annual statement of fundsutilized for purposes other than those stated in the offer document/prospectus/notice interms of Regulation 32 (7).
B. NOMINATION AND REMUNERATION COMMITTEE
The scope and function of the Nomination and Remuneration Committee is in accordancewith Section 178 of the Companies Act 2013 and the SEBI (LODR) Regulations. TheNomination and Remuneration Committee include the following:
|NAME OF DIRECTOR ||NATURE OF DIRECTORSHIP ||STATUS IN COMMITTEE |
|Mr. Blaise Lawrence Costabir ||Chairman ||Non- Executive and Independent Director |
|Mr. Ephrem Frederick Mendanha ||Member ||Non- Executive and Independent Director |
|Mrs. Ingrid Cotta ||Member ||Non-Executive and Non-Independent Director |
The Company Secretary of the Company shall act as the Secretary of the Nomination andRemuneration Committee.
The scope functions and the terms of reference of the Nomination and RemunerationCommittee is in accordance with the Section178 of the Companies Act 2013 read withRegulation 19 of the Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.
Set forth below are the terms of reference of our Nomination and RemunerationCommittee.
a. formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to th eboard of directors a policy relating tothe remuneration of the directors key managerial personnel and other employees; b.formulation of criteria for evaluation of performance of independent directors and theboard of directors; c. devising a policy on diversity of board of directors; d.identifying persons who are qualified to become directors and who may be appointed insenior management in accordance withthe criteria laid down and recommend to the board ofdirectors their appointment and removal. e. To extend or continue the term of appointmentof the independent director on the basis of the report of performance evaluationofindependent directors.
C. STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee comprises:
|NAME OF DIRECTOR ||NATURE OF DIRECTORSHIP ||STATUS IN COMMITTEE |
|Mr. Blaise Lawrence Costabir ||Chairman ||Non- Executive and Independent Director |
|Mr. Ephrem Frederick Mendanha ||Member ||Non- Executive and Independent Director |
|Mr. Edwin E R Cotta ||Member ||Whole Time Director |
The Company Secretary of the Company shall act as the Secretary of the
Stakeholders' Relationship Committee. Set forth below are the terms of reference of ourStakeholders' Relationship Committee.
? To look into the redressal of grievances of shareholders debenture holders and othersecurity holders; ? To investigate complaints relating to allotment of shares approval oftransferor transmission of shares; ? To consider and resolve the grievances of thesecurity holders of the company including complaints related to transfer ofsharesnon-receipt of annual report non-receipt of declared dividends; and ? To carry outany other function as prescribed under the SEBI (Listing Obligations and DisclosureRequirements) Regulations2015 as and when amended from time to time."
29. BOARD EVALUATION
The Board of Directors have carried out an annual evaluation of its own performanceits various committees and individual directors pursuant to the provisions of the Act andthe Corporate Governance requirements as prescribed under Regulation 17(10) 25(4) andother applicable provisions of the SEBI (LODR) Regulations.
The performance of each independent director was evaluated by the entire Board ofDirectors (in the absence of the director getting evaluated) on various parameters likeengagement leadership analysis decision making communication governance interest ofstakeholders etc. The Board was of the unanimous view that every Independent Director wasa reputed professional and brought his rich experience to the deliberations of the Board.The Board also appreciated the contribution made by all Independent Directors in guidingthe management to achieving higher growth and continuance of each independent director onthe Board will be in the interest of the Company.
The performance of all the non-independent directors was evaluated by the IndependentDirectors at their separate meeting. Further their performance was also evaluated by theBoard of Directors. The various criteria considered for the purpose of evaluation includedleadership engagement transparency analysis decision making functional knowledgegovernance stakeholders etc. The Board was of the unanimous view that all thenon-independent directors were providing good business and people leadership.
30. COMPANY'S POLICY RELATING TO PAYMEMT OF REMUNERATION TODIRECTORS
The Board determines the remuneration payable to the Executive Directors taking intoaccount their qualification expertise and contribution and based on recommendations ofthe Nomination and Remuneration Committee. Non- Executive Directors are eligible toreceive sitting fees for attending Board / Committee Meetings as decided by the Boardwithin the limits prescribed under the Companies Act 2013.
The Remuneration policy of the Company is as under:
Remuneration to Non Executive Directors:
A Non-Executive Director is eligible to receive sitting fees for each meeting of theBoard or Committee of the Board attended by him/her of such sum as may be approved by theBoard of Directors within the overall limits prescribed under the Act and the Companies[Appointment and Remuneration of Managerial Personnel] Rules 2014.
Remuneration to Executive Directors:
The Board in consultation with the Nomination & Remuneration Committee decides thestructure for 49 Executive Directors. On the recommendation of the Nomination
& Remuneration Committee the Remuneration paid/payable is approved by the
Board of Directors and by the members in the General Meeting in terms of provisionsapplicable from time to time.
31. RESPONSIBILITIES OF COMPLIANCE OFFICER
The compliance officer of the listed entity shall be responsible for:
a. Ensuring conformity with the regulatory provisions applicable to the listed entityin letter and spirit. b. Co-ordination with and reporting to the Board recognized stockExchange and depositories with respect to compliance with rules regulations and otherdirectives of these authorities in manner as specified from time to time. c. Ensuring thatthe correct procedures have been followed that would result in the correctnessAuthenticity and comprehensiveness of the information statements and reports filed by thelisted entity under these regulations. d. Monitoring email address of grievance redressaldivision as designated by the listed entity for the purpose of registering complaints byinvestors.
32. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 withrespect to Directors Responsibilities Statement it is hereby confirmed that:
a. In the preparation of the annual accounts for the financial year ended 31stMarch 2020 the applicable accounting standards had been followed along with properexplanation relating to material departures.
b. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.
c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
d. The Directors had prepared the accounts for the financial year ended 31st March
2020 on a going concern basis.
e. The Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operatingeffectively. f. The Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
33. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THISFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relatetill the date of this report.
34. LISTING FEES:
The Annual Listing Fees for the Financial Year 2020-2021 have been paid to theaforesaid Stock Exchange.
35. DEMATERIALIZATION OF SHARES AND LIQUIDITY
The Company has connectivity with NSDL & CDSL for dematerialization of its equityshares. The ISIN No. INE004Z01011has been allotted for the Company. 100% of the Company'sPaid-up Share Capital is in dematerialized form as on 31st March 2020
Further the Company does not have any Equity shares lying in the Suspense Account.
36. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
SEBI vide circular dated 3rd June 2011 introduced SCORES i.e. SEBI ComplaintsRedress System the system of processing of investors complaints in a centralized web-basedcomplaints redress portal known as SCORES'. The salient features of this system are:centralized database of all Complaints online upload Action Taken Reports (ATRs) byconcerned Companies and online viewing by investors of action taken on the complaints andits current status. The Company is registered with SEBI under the SCORES system and as ondate of the preparation of Annual Report the same is NIL.
37. CORPORATE IDENTIFICATION NUMBER
The Company's CIN as allotted by the Ministry of Corporate Affairs ("MCA") is
38. INTERNAL AUDITORS
The Company has appointed M/s. Dilraj Kalangutkar & Co Chartered Accountants Goaas Internal Auditors of the Company for financial year 2020-21.
39. INTERNAL FINANCIAL CONTROLS & RISK MANAGEMENT
Pursuant to the provisions of Section 177(4) & Section 134(3)(n) of the CompaniesAct 2013 the Board has developed Internal Finance Control Policy to identify andmitigate risks. The provisions of Regulation 21 of SEBI Listing Regulations 2015pertaining to Risk Management Committee are not applicable to the company.
40. WHISTLE BLOWER POLICY AND VIGIL MECHANISM
To create enduring value for all stakeholders and ensure the highest level of honestyintegrity and ethical behavior in all its operations the Company has formulated VigilMechanism Policy. This policy aspires to encourage all employees to report suspected oractual occurrence of illegal unethical or inappropriate events (behaviors or practices)that affect Company's interest/image.
41. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the Requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013 and an Internal Complaints Committee has been set up to redresscomplaints received regarding Sexual Harassment at workplace with a mechanism of lodging& redress the complaints. All employees (permanent contractual temporary traineesetc.) are covered under this policy. Pursuant to the requirements of Section 22 of SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013 readwith Rules 16 thereunder the Company has not received any complaint of sexual harassmentduring the year under review.
|Number of cases pending as on the beginning of the financial year ||Nil |
|Number of complaints filed during the financial year ||Nil |
|Number of cases pending for more than 90 days ||Nil |
|Number of cases pending at the end of end of the financial year ||Nil |
|Nature of action taken by the employer or District Officer ||NA |
42. COMPLIANCES REGARDING INSIDER TRADING
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time the code of conduct for prohibition of insidertrading as approved and adopted by the Directors and designated Employees of the Company.The Code requires pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and designated employees while inpossession of unpublished price sensitive information during the period of Trading WindowClosure. The Board is responsible for implementation of the Code. All Board of Directorsand designated employees have confirmed compliance with the Code.
43. COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards issued by Institute of CompanySecretaries of India on Meeting of Board of Directors and General Meetings.
44. CODE OF CONDUCT
Regulations 17(5) of the SEBI (LODR) Regulations 2015 requires listed Companies tolay down a Code of Conduct for its Directors and Senior Management incorporating dutiesof Directors as laid down in the Companies Act 2013. The Board has adopted a Code ofConduct for all Directors and Senior Management of the Company.
Your Directors wish to express their sincere appreciation to all the Employees fortheir contribution and thanks to our valued clients Bankers and shareholders for theircontinued support.
For and on behalf of the Board of Directors
| ||Sd/- |
| ||Edwin E R Cotta |
| ||Chairman & Wholetime Director |
|Date: 26.11.2020 || |
|Place: GOA || |