Royale Manor Hotels and Industries Limited
Yourdirectors have pleasure in presenting their29thAnnual Report on thebusiness and operations of the Company together with its Audited Accounts for the yearended 31st March 2020.The Management Discussion and Analysis is also includedin this Report.
1. FINANCIAL RESULTS:
The highlights of the financial results of the Company for the financial year endedMarch 31 2020 are as under:
(Amount Rs in Lacs)
|Particulars ||2019-2020 ||2018-2019 |
|Total Income ||2215.83 ||2393.03 |
|Profit/(Loss) Before Financial Charges Depreciation and Income Tax ||507.83 ||619.55 |
|Less: Financial Charges ||109.28 ||100.60 |
|Less: Depreciation ||94.35 ||106.27 |
|Profit before Income Tax and ||304.21 ||412.68 |
|Exceptional Items || || |
|Add/(Less): Exceptional Items/ Prior Period Items || |
|Profit Before Income Tax ||304.21 ||412.68 |
|Provision for Income Tax ||56.49 ||88.36 |
|Deferred Tax Income/(Expense) ||(4.37) ||(6.03) |
|Profit For the Year After Income Tax ||252.09 ||330.35 |
|Other Comprehensive Income ||-2.91 ||- |
|Profit Available for Appropriation ||249.18 ||330.35 |
|Appropriation || || |
|Reserve for Replacement of FF&E (Net) ||(8.68) ||(0.83) |
|Proposed Dividend ||0.00 ||0.00 |
|Tax on Dividend ||0.00 ||0.00 |
|Balance of Profit/(Loss) brought forward ||1609.69 ||1280.17 |
|Transfer to Capital ||0.00 ||0.00 |
|Redemption Reserve || || |
|Bal. carried to Balance Sheet ||1850.20 ||1609.69 |
Since the beginning of 2020 until now the global wide spread of COVID-19 is a fluidand challenging situation facing all the Industries. The Company has taken all possibleeffective measures to limit and keep the impact of COVID-19 under control in order toensure business continuity with minimal disruption. Your Company will continue to payclose attention to the development of COVID-19 and will further evaluate and activelyrespond to such impact on the financial position and financial performance of the Company.
2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'SAFFAIR:
For the travel and tourism sector the end of the decade saw greater emphasis on theindustry as a significant contributor to the overall global economy and employment. Astrong economy rising global consumer purchasing power and digital disruption was pavingthe way for a bright future and FY 2019/ 2020 was in fact a tipping point presentingtremendous potential for the sector.
However this buoyant sentiment was upended by as sudden out break of a pandemic thathas had no parallelism recent history in terms of scale and impact. The world was placedunder suspended animation and the industry was brought to a halt with estimated lossesat trillions and millions of jobs at risk. With the very foundation of the world alteredthe need of the hour is to see our industry and our Hotel through the crisis withgreater urgency revised strategy and more storability. It also calls for a greater needfor communities to unite and support one another in this time of need. Guided by ourvalues as a RHMIL company our priority besides ensuring the safety and security of ourguests and employees was to help the community in any manner we could.
During the year under review Hotel business became more competitive due to commencingof new Hotels. The Average Occupancy of the hotel for 2019-20 has been increased to 69.10%from 62% and the Average Room Rates of the hotel for the year 201920 has been noted as Rs4360 as compared to Rs 4978 in the previous year 2018-19.
However during the financial year 2019-20 Company had been in a position to achieve aturnover of' 2215.83 Lacs in comparison to Rs 2393.03 Lacs in the previous year 2018-19.The profit before tax and profit after tax for the year under review were Rs 304.21 Lacsand Rs 249.18 Lacs respectively. Your directors are hopeful that with recovery in theeconomy there would be a marked improvement in the performance of the company.
The COVI D-19 pandemic has brought the world to a standstill with the hospitalitytravel and tourism sector being the most affected due to travel restrictions across theworld and within India. To that extent the Company might face the reduction in businessopportunities and consequential impact on its financial position. The Company isaccelerating efforts to re-open the hotel subjected to the easement
of lockdown in the State of Gujarat (specifically Ahmedabad where the Hotel issituated). Overall your Company is hopeful of reviving its financial position with thecommencement of its business operations in compliance with the Unlock Guidelines of theGovernment of India.
The hotel unit of the Company "The Ummed Ahmedabad" is an ISO 22000:2005certified hotel with the highest levels of Hygiene and Food Safety criteria. Further thehotel has established superior ambience interior decorations services and loyalclientele retained its' market leadership in the city of Ahmedabad and has placed thehotel ahead of its Competitors.
3. CHANGE IN THE NATURE OF BUSINESS:
The Company is engaged in the activities of Hotels and Restaurants.
There was no change in the nature of the business of the Company during the year underreview.
4. SHARE CAPITAL:
The paid-up Equity Share Capital as on March 31 2020 was Rs. 16.93 crores.
A) Issue of equity shares with differential rights:
During the year under review the Company has not issued any shares with differentialvoting rights.
B) Issue of sweat equity shares:
During the year under review the Company has not issued any sweat equity shares.
C) Issue of employee stock options:
During the year under review the Company has not issued any employee stock options.
D) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees: The Company has no scheme of provision of money forpurchase of its own shares by employees or by trustees for the benefit of employees. Hencethe details under rule 16 (4) of Companies (Share Capital and Debentures) Rules 2014 arenot required to be disclosed.
During the year under review the Company has not declared any dividend to theshareholder of the company.
6. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES:
The Company does not have Subsidiaries Associate and Joint Venture Companies. Hencedetails forthe same are not required to mention here.
7. DIRECTORS AND KMP:
a) Key Managerial Personnel:
The following are the Key Managerial Personnel of the Company.
|Mr. U. Champawat ||Chairman and Managing Director |
|Mr. Vishwajeetsingf Champawat ||Whole time Director |
|Mr. Yogeshkumar Jayantilal Mehta ||Chief Financial Officer |
|Mr. Sunil Trivedi ||Company Secretary cum Compliance officer. |
b) Changes in Directors and Key Managerial Personnel:
Mr. Vishwajeetsingh Champawat retire by rotation at the forthcoming Annual GeneralMeeting of the Company and being eligible offer himself for reappointment.
During the year under review the company has appointed Ms. Qury Maheshbhai Nagadiya asadditional director of the Company w.e.f. 22/05/2019 and accepted resignation of Ms.Madhuri Chandakfrom the Directorship of the Company w.e.f.13.08.2019. Further the Companyhas appointed Mr. Nandlal Mahadev Maheshwari as additional director of the Company w.e.f.14/02/2020.
c) Declaration by an Independent Director(s) and reappointment if any:
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The Independent Directors have complied with the Code of Conduct for IndependentDirectors prescribed in Schedule IV of the Companies Act 2013 and the Code of conductformulated by the Company as hosted on the Company's Website i.e. www.rmhil.com.
8. EXTRACT OF THE ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure-A".
9. NUMBER OF MEETINGS OF THE BOARD:
During the year the Board of Directors met Seven times (7). The details of the boardmeetings are provided in Corporate Governance Report. 15.04.2019 22.05.2019 30.05.201913.08.2019 14.11.201914.02.2020 and 13.03.2020
10. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors made the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:
a. That in the preparation of the annual financial statements for the year ended March312020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. That such accounting policies have been selected and applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2020 and of theprofit of the Company for the year ended on that date;
c. That proper and sufficient care has been taken 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. That the annual financial statements have been prepared on a going concern basis
e. That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f. That system to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
A. Statutory Auditors:
M/s. Pranav R Shah & Associates Chartered Accountants (Firm Registration No.132072W) Ahmedabad were appointed as the statutory auditors of the Company for a periodof 5 (five) years in the 26th Annual General Meeting (AGM) of the Company heldon September 27 2017 will be ratified at the ensuing Annual General Meeting pursuant tothe provisions of Section 139 of the Companies Act 2013 and rule made thereunder.
Pursuant to the amendments made to Section 139 of the Companies Act 2013 by theCompanies (Amendment) Act 2017 effective from May 72018 the requirement of seekingratification of the Members for the appointment of the Statutory Auditors has beenwithdrawn from the Statute.
In view of the above ratification by the Members for continuance of their appointmentat this AGM is not being sought. The Statutory Auditors have given a confirmation to theeffect that they are eligible to continue with their appointment and that they have notbeen disqualified in any manner from continuing as Statutory Auditors. The remunerationpayable to the Statutory Auditors shall be determined by the Board of Directors based onthe recommendation of the Audit Committee.
B. Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed CS Rupal Patel Practicing Company Secretary to undertake the Secretarial Auditof the Company. The Secretarial Audit Report is annexed herewith as "Annexure-B". Reply for qualification Remark in Secretarial Audit Report:
(a) The company has informed to the promoters about the requirement of their respectingholding in dematerialized mode only.
(b) The management of the Company has taken note of query as to composition of Board ofDirectors and complied with.
12. TRANSFER TO/FROM RESERVES:
It is proposed to transfer Rs. 249.18 lacs to reserves out of the profit during FY2019-20.
The Company has not accepted or renewed any deposits during the year. There are nooutstanding and overdue deposits as at 31stMarch 2020.
14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTSUNDER SECTION 186:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
15. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.
16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS:
There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.
17. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and ComplianceCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.
18. CORPORATE SOCIAL RESPONSIBILITY:
In today's world Corporate Social Responsibility is a very important and dominantconcept for external environment. Every year 5thJune is observed as the WorldEnvironment Day around the world and is of immense importance for The Ummed AhmedabadHotel. "THE UMMED AHMEDABAD" has obtained Earth Check Gold Certification fromEarth Check on International Environment body during the year 2015-16 which is valid for5 years. It is about creating wealth for all our stakeholders embracing diversityminimizing resource consumption and reducing our greenhouse gas emissions. We providehealthy and hygienic food to our valuable customers. Customer satisfaction is our motive.This is a commitment to safeguard the health and safety of our employees and neighbors tosupport the local economy and to treat our staff fairly.
19. BUSINESS RISK MANAGEMENT:
The Company has laid down a Risk Management Policy and identified threat of such eventswhich if occurs will adversely affect either /or value to shareholders ability ofcompany to achieve objectives ability to implement business strategies the manner inwhich the company operates and reputation as "Risks". Further such Risks arecategorized in to Strategic Risks Operating Risks & Regulatory Risks. A detailedexercise is carried out to identify evaluate manage and monitoring all the three typesof risks.
20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. During the year under review the company retained externalaudit firm to review its existing internal control system with a view of tighten the sameand introduce system of self-certification by all the process owners to ensure thatinternal controls over all the key business processes are operative. The scope andauthority of the Internal Audit (IA) function is defined in the Internal Audit Charter.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and corrective actionsthereon are presented to the Audit Committee of the Board.
21. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:
The Company has adequate and proper Internal financial controls with reference to theFinancial Statements during the year under review.
22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Whistle Blower Policy to deal with instances offraud and mismanagement if any. The details of the Whistle Blower Policy is explained inthe Corporate Governance Report and also posted on the website of the Company.
23. EMPLOYEE RELATIONS:
Employee relations throughout the Company were harmonious. The Board wishes to place onrecord its sincere appreciation of the devoted efforts of all employees in advancing theCompany's vision and strategy to deliver good performance.
24. NOMINATION & REMUNERATION POLICY OF THE COMPANY:
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial Personnel andSenior Management and their remuneration. The Remuneration Policy isavailable on theCompany's website atwww.rmhil.com.
25. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Company has been proactive in the following principles and practices of goodcorporate governance. A report in line with the requirements of Regulation 27(2) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the report onManagement Discussion and Analysis and the Corporate Governance practices followed by theCompany and the Auditors Certificate on Compliance of mandatory requirements are given asan "Annexure "C & D" respectively to this report.
Your Company is committed to the tenets of good Corporate Governance and has takenadequate steps to ensure that the requirements of Corporate Governance as laid down inRegulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are complied with.
As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 with the Stock Exchanges the Corporate Governance Report Management Discussion andAnalysis and the Auditor's Certificate regarding compliance of conditions of CorporateGovernance are attached separately and form part of the Annual Report.
26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as"Annexure-E".
27. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
During the Financial Year 2019-20 there were no Material changes occurred subsequent tothe close of the financial year of the Company to which the balance sheet relates till thedate of this report except that arise on account of outbreak global pandemic Covid-19. Theimpact of Covid-19 on the Company has been given as under along with Company's response tothe situation arising from this pandemic.
a. The impact of the COVID-19 pandemic and ensuing lockdown has severely impacted theIndian Hotel and Hospitality sector in the March quarter (Q1) of Calendar year 2020.Posthigh performance in 2019 the coronavirus outbreak and containment measures announced bythe Government has led to a steep drop in foreign and domestic travel across bothbusiness and leisure segments.
b. Glimpses of travel decline started in late February and by March the writing wason the wall that hotels would be facing a toughest test since the global financial crisis.However with the slow down of hotel developments capital assistance is needed to helphotels sustain until demand returns.
c. The effect of COVID-19 pandemic and commitments and an estimate of its financialimpact cannot be provided at this stage.
28. PARTICULERS OF EMPLOYEES& EMPLOYEE REMUNERATION:
The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is providedas "Annexure- F" to the Board's report. None of the employees of the Companydrew remuneration of Rs. 10200000/- or more per annum and Rs.850000/- or more permonth during the year. No employee was in receipt of remuneration during the year or partthereof which in the aggregate at a rate which is in excess of the remuneration drawn bythe managing director or whole-time director or manager and holds by himself or along withhis spouse and dependent children not less than two percent of the equity shares of thecompany. Hence no information is required to be furnished as required under Rule 5(2)and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
29. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provision of sexual harassment of womenwork at workplace (Prevention Prohibition and redressal) Act 2013 and the rules framedthereunder. During the financial year 2019-20 the Company has not received any complainton sexual harassment.
30. TRANSFER OF UN-CLAIMED DIVIDENDS:
The Company does not have any funds lying as unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
31. SECRETARIAL STANDARDS:
The Directors State that applicable Secretarial Standards - 123 and 4 issued by theInstitute of Company secretaries of India relating to Meetings of the Board ofDirectors' and General Meetings' Payment of Dividend' and Report of the Boardof Directors' respectively have been duly followed by the Company.
Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.
By Order of the Board of Directors
|Place : Ahmedabad ||U. Champawat |
|Date : 23/11/2020 ||Chairman & Managing Director |
| ||(DIN-00294184) |