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Ras Resorts & Apart Hotels Ltd.

BSE: 507966 Sector: Services
NSE: N.A. ISIN Code: INE651D01016
BSE 00:00 | 10 Jan Ras Resorts & Apart Hotels Ltd
NSE 05:30 | 01 Jan Ras Resorts & Apart Hotels Ltd
OPEN 43.70
PREVIOUS CLOSE 43.70
VOLUME 1
52-Week high 46.00
52-Week low 35.15
P/E 64.26
Mkt Cap.(Rs cr) 17
Buy Price 46.20
Buy Qty 2500.00
Sell Price 40.80
Sell Qty 25.00
OPEN 43.70
CLOSE 43.70
VOLUME 1
52-Week high 46.00
52-Week low 35.15
P/E 64.26
Mkt Cap.(Rs cr) 17
Buy Price 46.20
Buy Qty 2500.00
Sell Price 40.80
Sell Qty 25.00

Ras Resorts & Apart Hotels Ltd. (RASRESORTS) - Director Report

Company director report

[Pursuant to Section 134 of the Companies Act 2013]

To

The Members

RAS RESORTS AND APART HOTELS LIMITED.

The directors have pleasure in presenting the Thirty-Fifth Annual Report together withthe Audited Financial Statements for the financial year ended on March 31 2019.

FINANCIAL RESULTS

(Amount in र)

Particulars 2018-19 2017-18
Revenue from operations 91698023 76160692
Other Income 975714 1640529
Total Income 92673737 77801220
Less:
Depreciation 4473480 3132648
Finance Costs 5430456 2685852
Other Expense 76293801 68348891
Profit/(loss) before tax 6476000 3633829
Less: Provision for Taxation
Current Tax 798000 370000
Deferred Tax 1677318 128101
Tax for earlier Years (369996) (41314)
Profit/(Loss) After Tax For The year 4370677 3177042

TRANSFER TO RESERVES

There was no transfer of profits made to General Reserve.

OPERATIONS/STATE OF COMPANY'S AFFAIRS

The Company has completed Thirty years of operations. during the year under review thetotal income was Rs. 92673737/- compared to Rs. 77801220/- in the previous year. Theworking result of the Company shows a Net Profit of Rs. 4370677/- as against the NetProfit of Rs. 3177042/- during the corresponding previous year.

DIVIDEND

In view to conserve the resources the Board of directors does not recommend anydividend for the financial year 2018-19.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

DIRECTORS AND KMP

Directors:

Smt. Nalini Shewakramani (DIN: 00021138) director of the Company retires at theensuing Annual General Meeting and being eligible offers herself for re-appointment.

Whole-Time Director:

The necessary resolution has been proposed at the ensuing Annual General Meeting forthe reappointment of Smt. Nalini Shewakramani (DIN: 00021138) as Whole-Time directordesignated as Executive director of the Company.

Independent Directors:

Pursuant to the provisions of Section 149 of the Companies Act 2013 Shri PravinVepari Shri Ameet Hariani and Shri Vijay Ranjan were appointed as Independent directorsof the Company for term of five years w.e.f. September 11 2014. The term of all theIndependent directors of the Company shall expire on September 10 2019 and thus requireapproval of the shareholders of the Company in the Annual General Meeting for theirre-appointed as Independent directors of the Company for another term of five years.

The necessary special resolutions have been proposed at the ensuing Annual GeneralMeeting for the re-appointment of Shri Pravin Vepari Shri Ameet Hariani and Shri VijayRanjan as Independent directors of the Company.

Company Secretary

Ms. Pooja Anand was appointed as Company Secretary and Compliance Officer of theCompany w.e.f November 01 2018.

DECLARATION FROM INDEPENDENT DIRECTORS

Shri Pravin Vepari Shri Ameet Hariani and Shri Vijay Ranjan who are Independentdirectors of the Company have submitted declarations individually that each of them meetthe criteria of independence as provided under Section 149(6) of the Companies Act 2013and Regulation 16(1) (b) of SEBI (Listing obligations and disclosure Requirements)Regulations 2015 and there has been no change in the circumstances which may affect theirstatus as an Independent directors during the year. Also the Independent directors havecomplied with the Code for Independent directors prescribed in Schedule IV to the Act.Further the Independent directors of the Company had no pecuniary relationship ortransactions with the Company other than sitting fees commission and reimbursement ofexpenses if any incurred by them for the purpose of attending meetings of the Company.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

a. Board of Directors:

The Board of directors of the Company met 4 (Four) times during the year to deliberateon various matters i.e on May 12 2018 August 11 2018 October 27 2018 and February 092019.

The details of meetings attended by the directors are as follows:

Sr. No Name No. of Board Meetings attended
1. Shri Pravin Vepari 4
2. Shri Ameet Hariani 4
3. Shri Vijay Ranjan 4
4. Smt. Nalini Shewakramani 3
5. Shri Gautam Shewakramani 2
6. Shri Rahul Shewakramani 3
7. Shri Vishamber Shewakramani 4

b. Audit Committee:

The Audit Committee was re-constituted by the Board w.e.f February 09 2019 comprisingof the following directors:

1. Shri Pravin Vepari : Chairman & Independent director
2. Shri Ameet Hariani : Independent director
3. Shri Vijay Rajan : Independent director
4. Shri Gautam Shewakramani : Non-Executive director

Members of the Audit Committee met 4 (Four) times during the year i.e. on May 12 2018August 11 2018 october 27 2018 and February 09 2019.

The details of meetings attended by the members are as follows:

Sr. No Name No. of Meetings attended
1. Shri. Pravin Vepari 4
2. Shri. Ameet Hariani 4
3. Shri. Vijay Ranjan 4
4. Smt. Nalini Shewakramani (upto February 09 2019) 3
5. Shri. Gautam Shewakramani (Post February 09 2019) -

c. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee was re-constituted by the Board w.e.fFebruary 09 2019 comprising of the following directors as its members:

1. Shri Vijay Rajan : Chairman & Independent director
2. Shri Pravin Vepari : Independent director
3. Shri Ameet Hariani : Independent director
4. Shri Rahul Shewakramani : Non-Executive director

Members of the Nomination and Remuneration Committee met 4 (Four) times during the yeari.e. on May 12 2018 october 27 2018 February 09 2019 and March 25 2019.

The details of meetings attended by the members are as follows:

Sr. No Name No. of Meetings attended
1. Shri Pravin Vepari 4
2. Shri Ameet Hariani 3
3. Shri Vijay Ranjan 4
4. Smt. Nalini Shewakramani (upto February 09 2019) 2
5. Shri Rahul Shewakramani (Post February 09 2019) -

d. Stakeholders Relationship Committee:

Members of the Stakeholders Relationship Committee met 4 (Four) times during the yeari.e. on May 12 2018 August 11 2018 october 27 2018 and February 09 2019. Thedetails of meetings attended by the members are as follows:

Sr. No Composition No. of Meetings attended
1. Shri Pravin Vepari 4
2. Smt Nalini Shewakramani 4
3. Shri Gautam Shewakramani 3

e. Share Transfer Committee:

Members of the Share Transfer Committee met 10 (Ten)times during the year i.e. on May31 2018 August 21 2018 September 05 2018 November 17 2018 November 20 2018december 05 2018 december 24 2018 February 18 2019 March 11 2019 and March 302019.

The details of meetings attended by the members are as follows:

Sr. No Composition No. of Meetings attended
1. Shri. Pravin Vepari 1
2. Smt. Nalini Shewakramani 10
3. Shri. Rahul Shewakramani 10

VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. To maintain these standards the Company encourages itsemployees who have concerns about suspected misconduct to come forward and express theseconcerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower)Mechanism formulated by the Company provides a channel to the employees and directors toreport to the management concerns about unethical behaviour actual or suspected fraud orviolation of the Codes of Conduct or Policy. The mechanism provides for adequatesafeguards against victimization of employees and directors to avail of the mechanism andalso provide for direct access to the Managing director/Chairman of the Audit Committee inexceptional cases. The revised policy is placed on the website of the Company whichincludes provisions enabling employees to report instances of leak of unpublished pricesensitive information as per Reg. 9A Sub Reg. 6 of SEBI (Prohibition of Insider Trading)Regulations 2015.

Web link : http://www.rrahl.com/rrahlpolicies.htm.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENTDIRECTORS

The Remuneration Policy for directors and Senior Management and the criteria forselection of candidates for appointment as directors Independent directors and SeniorManagement are placed on the website of the Company.

Web link: http://www.rrahl.com/rrahlpolicies.htm.

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 the terms laid out inthe Remuneration Policy of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of directors to thebest of their knowledge and ability confirm that:

(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures.

(ii) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period.

(iii) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 by the Company andsuch internal financial controls are adequate and operating effectively.

(vi) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems to act aswere adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate system of internal financial controls commensuratewith its nature and size of business and meets the following objectives:

• Providing assurance regarding the effectiveness and efficiency of operations;

• Efficient use and safeguarding of resources;

• Compliance with policies procedures and applicable laws and regulations;

• Transactions being accurately reported and recorded timely.

The Company has budgetary control system to monitor expenditures and operations againstbudgets on an ongoing basis. The Internal Auditors also regularly review the adequacy ofinternal financial control system.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company does not have any subsidiaries/ joint ventures/ associates.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) and 134(3)(a) ofthe Companies Act 2013 and Rule 12(1) of the Companies (Management & Administration)Rules 2014 and forming part of the Boards' Report is annexed hereto as "AnnexureI".

The same is available on www.rrahl.com/ financialinformation.htm.

AUDITORS

As per the provisions of Section 139 of the Companies Act 2013 read with the Companies(Audit and Auditors) Rules 2014 M/s. Khandelwal and Mehta LLP Chartered Accountantswere appointed as Statutory Auditors of the Company for a period of five years from theconclusion of the Thirty- Third Annual General Meeting till the conclusion of theThirty-Eighth Annual General Meeting to be held in the year 2022.

The Statutory Auditors have confirmed that they are Auditors and are eligible to nothold office as Statutory Auditors of your Company. M/s Khandelwal and Mehta LLP CharteredAccountants would continue to hold the office of Statutory Auditors for the financial year2019-20.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions if any ofthe Companies Act 2013 M/s. Parikh & Associates Practising Company Secretaries wereappointed as the Secretarial Auditors for auditing the secretarial records of the Companyfor the financial year 2018- 2019. The Secretarial Audit Report in Form MR-3 is annexed tothis report as "Annexure II".

DISCLOSURE

The Company has devised proper systems to ensure compliance with the provisions of allapplicable secretarial standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

AUDITOR'S REPORT AND SECRETARIAL AUDITOR'S REPORT

The Statutory Auditors' Report for the financial year 2018-19 and Secretarial AuditReport for the year 2018-19 does not contain any qualifications reservations adverseremarks in their report.

The Company has been compliant of all the regulations of the concerned authorities andthe provisions of the act and rules framed thereunder.

COST AUDITORS

The provisions of section 148 are not applicable to the Company and accordingly themaintenance of Cost Records as specified by the Central Government under sub-section (1)of section 148 of the companies act 2013 is not required by the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

a. Conservation of energy:

During the year the Company continued to make efforts to prevent wasteful electricalconsumption. Solar Water Heating System has been extended and this has helped in saving ofenergy 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 Rs. 36.29 lakhs by way of foreign exchange earnings from foreigntourists. There was no outgo of foreign exchange during the year under review.

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the particulars of employees areannexed as "Annexure III".

The information required under Rule 5(2) and (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in the Annexure formingpart of this Report. In terms of the proviso to Section 136 of the Act the Report andAccounts are being sent to the Members excluding the aforesaid Annexure. Any memberinterested in obtaining the same may write to the Company Secretary at the RegisteredOffice of the Company.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

No significant or material orders were passed by any regulator or court that wouldimpact 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 investments pursuant to theprovisions of the Section 186 of the Companies Act 2013.

RISK MANAGEMENT POLICY

The Board of directors of the Company has framed a Risk Management Policy and isresponsible for reviewing the risk management plan and ensuring its effectiveness. Theaudit committee has additional oversight in the area of financial risks and controls.Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis.

RELATED PARTY TRANSACTIONS

Particulars of 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-2and the same forms part of this report as "Annexure IV".

EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board's own performance its Committees and Individualdirectors was carried out pursuant to the provisions of the Act in 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 directors etc.
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-Independent directors theBoard as a whole and the Chairman of the Company after taking into account the views ofExecutive directors and Non-executive directors was evaluated.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 and rules made there under. All employees (permanent contractual temporarytrainees) are covered under this policy.

The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and has not received any complaint of sexualharassment during the financial year 2018-19.

LISTING FEES

The Company has paid the listing fees to BSE Limited for the year 2019-20.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Code of Practices and Procedures for Fair disclosure of unpublished Price SensitiveInformation and Code of Internal Procedures and Conduct for Regulating Monitoring andReporting of Trading by Insiders in accordance with the requirements of the SEBI(Prohibition of Insider Trading) Regulation 2015 and in view of recent amendments to theSEBI (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. Web link:www.rrahl.com/rrahlpolicies.htm.

MANAGEMENT'S DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing obligations and disclosure Requirements) Regulations 2015 theManagement's discussion and Analysis is set out in this Annual Report as annexed in "AnnexureV".

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing obligations and disclosure Requirements) Regulations 2015Corporate Governance is not mandatory to the Company.

ACKNOWLEDGEMENT

Your directors convey their deep sense of gratitude to Allahabad Bank and everyOfficial of the administration of dadra and Nagar Haveli and daman and diu for theircontinued assistance and support and look forward to their continued assistance in future.The directors wish to place on record sincere appreciation for excellent support receivedfrom the Banks and financial institutions during the Financial Year under review. Yourdirectors also express their warm appreciation to all employees for their contribution toyour Company's performance and for their superior levels of competence dedication andcommitment to your Company both at Silvassa and Mumbai .The directors express gratitudeto Company's Customers and Vendors. The directors are also grateful to you theShareholders for the confidence you continue to repose in the Company.

For and on behalf of the Board
Place : Mumbai PRAVIN VEPARI
Date : May 03 2019 Chairman