[Pursuant to Section 134of the Companies Act 2013]
RAS RESORTS AND APART HOTELS LTD.
The Directors have pleasure in presenting the Thirty-Seventh AnnualReport together with the Audited Financial Statements for the financial year ended onMarch 31 2021.
| || ||(Amount in Rs.) |
|Particulars ||2020-21 ||2019-20 |
|Revenue from operations ||44637773 ||88978942 |
|Other Income ||723653 ||4352783 |
|Total Income ||45361426 ||93331725 |
|Less: || || |
|Depreciation ||5201475 ||5397541 |
|Finance Costs ||5508526 ||5811943 |
|Other Expense ||39818841 ||81756195 |
|Profit/(loss) before tax ||(5167416) ||366046 |
|Less: Provision for Taxation || || |
|Current Tax ||- ||60000 |
|Deferred Tax ||(1223187) ||(666213) |
|Tax for earlier Years ||- ||88060 |
|Profit/(Loss) After Tax For The Year ||(3944229) ||884199 |
TRANSFER TO RESERVES
There was no transfer of profits made to General Reserve.
OPERATIONS/STATE OF COMPANY'S AFFAIRS
The Company has completed Thirty-Two years of operations. During theyear under review the total income was ' 45361426/- compared to ' 93331725/- in theprevious year. The working result of the Company shows a Nett loss of ' 3944229/- .
IMPACT OF COVID
The COVID-19 pandemic has emerged as a global challenge creatingdisruption across the world. The Global solutions are needed to overcome the challenges.The physical and emotional wellbeing of employees continues to be a top priority for theCompany.
The company being a hospitality industry the continuous impact ofCOVID-19 (Corona Virus Disease 2019) Pandemic has affected the business of the hotel atSilvassa.
The Board of Directorsdoes not recommend any dividend for the financialyear 2020-21.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR
There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report.
Shri Gautam Shewakramani (DIN:00021181) Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment.
KEY MANAGERIAL PERSON
Shri Vishamber Shewakramani Managing Director and CFO Smt. NaliniShewakramani Executive Director Ms. Binita Patel Company Secretary and ComplianceOfficer
DECLARATION FROM INDEPENDENT DIRECTORS
Independent directors have submitted declarations as required undersection 149(7) of the Act that each of them meets the criteria of independence as providedin sub Section (6) of Section 149 of the Act as amended from time to time and there hasbeen no change in the circumstances which may affect their status as independent directorsduring the year. In the opinion of the Board the independent directors possessappropriate balance of skills experience and knowledge as required.
MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
a. Board of Directors:
The Board of Directors of theCompany met 4 (Four) times during the yearto deliberate on various matters i.e on June27 2020 August 08 2020 October29 2020 andFebruary 13 2021.
The details of meetings attended by the Directors are as follows:
|Sr. No Name ||No. of Board Meetings attended |
|1. Shri PravinVepari ||4 |
|2. Shri AmeetHariani ||4 |
|3. Shri Vijay Ranjan ||4 |
|4. Smt. NaliniShewakramani ||4 |
|5. Shri GautamShewakramani ||4 |
|6. Shri Rahul Shewakramani ||4 |
|7. Shri Vishamber Shewakramani ||4 |
b. Audit Committee:
Members of the Audit Committee met 4 (Four) times during the yeari.e.June27 2020 August 08 2020 October 29 2020 and February 13 2021.
The details of meetings attended by the members are as follows:
|Sr. No Name ||No. of Meetings attended |
|1. Shri. PravinVepari ||4 |
|2. Shri. AmeetHariani ||4 |
|3. Shri. Vijay Ranjan ||4 |
|4. Shri. GautamShewakramani ||4 |
c. Nomination and Remuneration Committee:
Members of the Nomination and Remuneration Committee met 1 (One) timeduring the year i.e. on February 13 2021.
The details of meetings attended by the members are as follows:
|Sr. No. Name ||No. of Meetings attended |
|1. Shri. PravinVepari ||1 |
|2. Shri. AmeetHariani ||1 |
|3. Shri. Vijay Ranjan ||1 |
|4. Shri. Rahul Shewakramani ||1 |
d. Stakeholders Relationship Committee:
Members of the Stakeholders Relationship Committee met 1 (One) timeduring the year i.e. on August 08 2020.
The details of meetings attended by the members are as follows:
|Sr. No Composition ||No. of Meetings attended |
|1. Shri. PravinVepari ||1 |
|2. Smt. NaliniShewakramani ||1 |
|3. Shri. GautamShewakramani ||1 |
The Company is committed to adhere to the highest standards of ethicalmoral and legal conduct of business operations. A Vigil (Whistle Blower) Mechanismformulated by the Company provides a channel to the employees and Directors to report tothe management concerns about unethical behaviour actual or suspected fraud or violationof the Codes of Conduct or Policy. The mechanism provides for adequate safeguards againstvictimization of employees and Directors to avail of the mechanism and also provide fordirect access to the Managing Director/Chairman of the Audit Committee in exceptionalcases. The policy is placed on the website of the Company which includes provisionsenabling employees to report instances of leak of unpublished price sensitive informationas per SEBI (Prohibition of Insider Trading) Regulation 2015 and in view of recentamendments to the SEBI (Prohibition of Insider Trading) 2015 by SEBI (Prohibition ofInsider Trading) (Amendment) Regulations 2018 Web link:http://www.rrahl.com/rrahlpolicies.htm.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FORINDEPENDENT DIRECTORS
The Remuneration Policy for Directors and Senior Management and thecriteria for selection of candidates for appointment as Directors Independent DirectorsandSenior Management are placed on the website of the Company.
There has been no change in the policy since the last fiscal year.
We affirm that the remuneration paid to the Directors is as per theterms laid out in theRemuneration Policy of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:
(i) in the preparation of the annual accounts the applicableaccounting standards have been followed and there are no material departures;
(ii) They have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss of the Company for that period;
(iii) They have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) They have prepared the annual accounts on a going concern basis;
(v) They have laid down internal financial controls to be followed bythe Company and such internal financial controls are adequate and operating effectively;
(vi) They have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has proper and adequate system of internal financialcontrols commensurate with its nature and size of business and meets the followingobjectives:
Providing assurance regarding the effectiveness and efficiencyof operations;
Efficient use and safeguarding of resources;
Compliance with policies procedures and applicable laws andregulations;
Transactions being accurately reported and recorded timely.
The Company has budgetary control system to monitor expenditures andoperations against budgets on an ongoing basis. The internal auditors also regularlyreview the adequacy of internal financial control system.
DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES
The Company does not have any subsidiaries/ joint ventures/ associates.
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act theAnnual Return as on March 31 2021 is available on the Company's website onwww.rrahl.com/financial information.htm.
As per the provisions of Section 139 of the Companies Act 2013 readwith the Companies (Audit and Auditors) Rules 2014 M/s. Khandelwal and Mehta LLPChartered Accountants were appointed as Statutory Auditors of the Companyfor a period offive years from the conclusion of the Thirty- Third Annual General Meeting till theconclusion of the Thirty-Eighth Annual General Meeting to be held in the year 2022.
The Statutory Auditors have confirmed that they are not disqualified toactas Auditors and are eligible to hold office as StatutoryAuditors of your Company.
Pursuant to the provisions of Section 204 and other applicableprovisions if any of the Companies Act 2013 M/s. Parikh & Associates PractisingCompany Secretaries were appointed as the Secretarial Auditors for auditing thesecretarial records of the Company for the financial year 20202021. The Secretarial AuditReport in Form MR-3 is annexed to this report as "Annexure I".
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.
AUDITORS' REPORT AND SECRETARIAL AUDITOR'S REPORT
The statutory auditors' report for the financial year 2020-21andsecretarial audit report for the year 2020-21does not contain any qualificationsreservations adverse remarks in their report.
The Company has been compliant of all the regulations of the concernedauthorities and the provisions of the act and rules framed thereunder.
The provisions of section 148 are not applicable to the Company andaccordingly the maintenance of cost records as specified by the Central Government undersub-section (1) of section 148 of the companies act 2013 is not required by the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION FOREIGN EXCHANGEEARNINGS AND OUTGO
The details of conservation of energy technology absorption foreignexchange earnings and outgo are as follows:
a. Conservation of energy:
During the year the Company continued to make efforts to preventwasteful electrical consumption. Solar Water Heating System has been extended and this hashelped in saving of energy cost.
b. Technology absorption:
The Company does not need any technology for its existing business.
c. Foreign exchange earnings and outgo:
The Company has earned ' 0.34lakhs by way of foreign exchange earningsfrom foreign tourists. There was no outgo of foreign exchange during the year underreview.
PARTICULARS OF EMPLOYEES
Pursuant to Section 197 of the Act read with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the particulars ofemployees are annexed as "Annexure II".
The information required under Rule 5(2) and (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided in theAnnexure forming part of this Report. In terms of the proviso to Section 136 of the Actthe Report and Accounts are being sent to the Members excluding the aforesaid Annexure.Any member interested in obtaining the same may write to the Company Secretary at theRegistered Office of the Company.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIALAUTHORITY
Nosignificant or material orders were passed by any regulator or courtthat would impact the going concern status of the Company and its future operations.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees or made investmentspursuant to the provisions of the Section 186 of the CompaniesAct 2013.
RISK MANAGEMENT POLICY
The Board of Directors of the Company has framed a Risk ManagementPolicy and is responsible for reviewing the risk management plan and ensuring itseffectiveness. The audit committee has additional oversight in the area of financial risksand controls. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis.
In the current year the Company has carried out a risk assessment toascertain any potential COVID-19 related risks. As of now it does not foresee anydisruption in raw material supplies nor any incremental risk to recoverability of assets(inventories investments receivables etc.) given the measures being taken to mitigatethe risks. There is also no impact on internal financial controls due to the COVID 19situation. However as the situation is uncertain and constantly evolving the Companyintends to reassess its position periodically. Please read that statements has been givenin Notes to financial statements for the year ended 31st March 2021.
RELATED PARTY TRANSACTIONS
Particulars of transactions with related parties pursuant to Section134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are givenin Form AOC-2 and the same forms part of this report as "Annexure III".
EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
An annual evaluation of the Board's own performance itsCommittees and Individual Directorswas carried out pursuant to the provisions of the Actin the following manner:
|Sr. No. ||Performance evaluation of ||Performance evaluation performed by ||Criteria |
|1. ||Each Individual Directors ||Nomination and Remuneration Committee ||Attendance Contribution to the Board and Committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and guidance provided key performance aspects in case of Executive Directorsetc. |
|2. ||Independent Directors ||Entire Board of Directors excluding the Director who is being evaluated ||Attendance Contribution to the Board and Committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and guidance provided etc. |
|3. ||Board and its Committees ||All Directors ||Board composition and structure; effectiveness of Board processes information and functioning fulfilment of key responsibilities.performance of specific duties and obligations timely flow of information etc. The assessment of Committees based on the terms of reference of the committees and effectiveness of the meetings. |
In a meeting of Independent Directors performance of Non-IndependentDirectors the Board as a whole and the Chairman of the Company after taking into accountthe views of Executive Directors and Non-Executive Directors was evaluated.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT2013
The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and rules made thereunder. All employees (permanent contractualtemporary trainees) are covered under this policy.
The company has not received any complaint on sexual harassment.
The Company has paid the listing fees to BSE Limited for the year2021-22.
INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE
The Code of Practices and Procedures for Fair Disclosure of UnpublishedPrice Sensitive Information and Code of Internal Procedures and Conduct for RegulatingMonitoring and Reporting of Trading by Insiders in accordance with the requirements of theSEBI (Prohibition of Insider Trading) Regulation 2015 and in view of recent amendments tothe SEBI (Prohibition of Insider Trading) 2015 by SEBI (Prohibition of InsiderTrading)(Amendment) Regulations 2018 the Policy on Determination of Legitimate purposeand the Policy on inquiry in case of leak or suspected leak of UPSI are adopted by theCompany and are made available on the Website of our Company.
MANAGEMENT'S DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the Management's Discussion and Analysis is set out in this Annual Report asannexedin "Annexure IV".
CORPORATE GOVERNANCE REPORT
As per SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Corporate Governance is not mandatory to the Company.
Your Directors convey their deep sense of gratitude to Allahabad BankmergedIndian Bankand every Official of the administration of Dadra and Nagar Haveli andDaman and Diu for their continued assistance and support and look forward to theircontinued assistance in future. TheDirectors wish to place on record sincere appreciationfor excellent support received from the Banks and financial institutions during theFinancial Year under review.
Your Directors also express their warm appreciation to all employeesfor their contribution to your Company's performance and for their superior levels ofcompetence dedication and commitment to your Company both at Silvassa and Mumbai. TheDirectors express gratitude to Company's Customers and Vendors. The Directors are alsograteful to you the Shareholders for the confidence you continue to repose in theCompany.