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West Leisure Resorts Ltd.

BSE: 538382 Sector: Financials
NSE: N.A. ISIN Code: INE266P01017
BSE 00:00 | 30 Sep 105.85 0.75
(0.71%)
OPEN

101.95

HIGH

109.15

LOW

100.15

NSE 05:30 | 01 Jan West Leisure Resorts Ltd
OPEN 101.95
PREVIOUS CLOSE 105.10
VOLUME 515
52-Week high 255.00
52-Week low 97.00
P/E
Mkt Cap.(Rs cr) 32
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 101.95
CLOSE 105.10
VOLUME 515
52-Week high 255.00
52-Week low 97.00
P/E
Mkt Cap.(Rs cr) 32
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

West Leisure Resorts Ltd. (WESTLEISURE) - Director Report

Company director report

#MDStart#

MANAGEMENT DISCUSSION AND ANALYSIS

Your directors present the Thirteenth Annual Report and audited Financial Statements ofthe Company for the year ended 31st March 2021. Management Discussion and Analysis isalso included in this Report.

1. FINANCIAL RESULTS AND APPROPRIATIONS:

Year Ended 31st March 2021 (Rs Lakhs) Year ended 31st March 2020 (Rs Lakhs)
Profit/(Loss) Before Tax 16.11 37.28
Less: Tax Expenses 5.69 61.80
Profit/(Loss) for the year 10.42 (24.52)
Add: Balance brought forward 172.64 207.59
Add/(Less) : Remeasurement of net defined benefit Obligations net of taxes (0.02) (0.54)
Add / (Less): Transfer from Other Comprehensive Income to Retained Earnings --- (6.21)
Available for Appropriation 183.04 176.32
Transfers & Appropriations:
Dividend paid on Equity Shares
(Amount per Share Re 0.10) 3.05 3.05
Tax on Equity Dividend ... 0.63
Transfer to Reserves --- ---
Balance Carried Forward 179.99 172.64

2. DIVIDEND:

Your Directors recommended a dividend of 1% i.e. Re 0.10 paise per equity share on3053337 equity shares of Rs 10 each subject to approval of members at the ensuing AnnualGeneral Meeting (AGM). The total outflow on account of equity dividend will be Rs305334.

3. OPERATIONS:

The Company has earned a total income amounting to Rs 39.84 lakhs in the current yearviz 2020 - 2021 in comparison to Rs 58.44 lakhs earned in the previous year.

The Company has earned a profit before tax of Rs 16.11 lakhs in the current year asagainst Rs 37.28 lakhs in the previous year.

During the current year the Company has earned after tax profit of Rs 10.42 lakhswhile in the previous year the Company had incurred after tax loss of Rs 24.52 lakhs.

In the Board's perception there are no foreseeable risks which could threaten theexistance of the Company.

4. MANAGEMENT DISCUSSION AND ANALYSIS:

The Company's current business activity consists of two segments viz Financialactivities and Provision of Services. The segment revenue and segment results appear innotes to the Financial Statements.

The outbreak of Coronavirus (COVID-19) pandemic globally and in India has causedsignificant disturbance and slowdown of economic activity. The Company's activitypertaining to investment has been impacted due to COVID-19 crises and accordingly theprofitability of the Company has also been impacted. Further the Company has madeinvestment in an entity engaged in Operating Commercial mall and construction &development of Real Estate Projects. Due to impact of COVID - 19 on this sector there isimpact on the value of such Investment made by the Company. The Company has made necessaryadjustments in the value of its Investments. However this has not impacted cash flows ofthe Company.

Considering the evolving nature of the pandemic its actual impact in future could bedifferent from that estimated. The Company continues to monitor any material changes tofuture economic conditions.

The Company has in place internal financial control systems commensurate with its sizeand the nature of its operations to ensure proper recording of financial and operationaltransactions / information and compliance of various internal controls and otherregulatory and statutory compliances. The internal auditors monitor and evaluate theefficacy and adequacy of internal control systems in the Company. The observations arisingout of the internal audits are periodically reviewed by appropriate persons and summariesalong with corrective actions plans if any are submitted to the management and AuditCommittee for review comments and directions. The concerned persons undertake correctiveaction in their respective areas and thereby strengthen the controls.

The Company did not enter any transaction(s) with any person(s) or entity belonging tothe promoter / promoter group who holds 10% or more shareholding in the Company.Information pertaining to financial performance forms part of this Report.

There were no material developments in the Company's Human Resource Capital.

RATIOS

i) Current Ratio:

As at March 31 2021 the Company's current ratio was 2.66 1 in comparison to 140.77 1in the previous year. The decrease in the current ratio during the current year over theprevious year is mainly due to decrease in current investments.

ii) Net Profit Margin:

The Company's net profit margin at the current year end was 26.22% in comparison to-41.99% in the previous year. The increase in the net profit margin is mainly due to netprofit in the current year in comparison to net loss in the previous year.

iii) Return on Net Worth:

The Company's return on net worth at the current year end was -1.17% as compared to-18.61% in the previous year. The decrease in return on net worth is mainly due todecrease in total comprehensive loss during the current year.

5. DIRECTORS:

a) At the 12th AGM held on 29.9.2020 Mr Amit Moona (DIN: 07096553) wasre-appointed as a director of the Company.

b) Ms Seema Arora Nambiar (DIN: 06849038) has resigned as a director of the Companyw.e.f. 19.10.2020. Ms Radha Jain (DIN: 08905137) was appointed as an Additional Directorof the Company with effect from 19.10.2020 however she has resigned w.e.f. 11.8.2021 dueto personal reasons.

c) Mr Om Prakash Adukia (DIN: 00017001) has resigned w.e.f 22.7.2021 due to age relatedissues. On recommendation of Nomination and Remuneration Committee of the Company MrNitin Mhatre (DIN: 08294405) was appointed as an additional director of the Company in thecategory of executive director w.e.f 22.7.2021. Pursuant to Section 161(1) of theCompanies Act 2013 (the Act) Mr Nitin Mhatre holds office upto the date of ensuing AGMapproval of members is being sought for appointment of Mr Nitin Mhatre as an executivedirector of the Company.

d) Mrs Smita Achrekar (DIN: 09237586) has been appointed as an additional director ofthe Company in the category of non-executive director w.e.f 11.8.2021. Pursuant to Section161(1) of the Act Mrs Smita Achrekar holds office upto the date of ensuing AGM approvalof members is being sought for appointment of Mrs Smita Achrekar as a non-executivedirector of the Company.

e) Mr Amit Moona (DIN: 07096553) director retires by rotation at the ensuing AGM andbeing eligible offers himself for re-appointment.

f) Necessary declarations have been received from the independent directors of theCompany under Section 149(7) of the Act stating that the declarants meet the criteria ofindependence laid down in Section 149 (6) of the Act and also under SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 (Listing Regulations).

g) Board Evaluation:

The Board has carried out annual evaluation of its own performance as also of theindividual directors and of its various committees. The performance of Non-IndependentDirectors and of the Board as a whole was carried out by the Independent Directors attheir separate meeting. Evaluation of performance of Independent Directors was carried outby the entire Board of Directors excluding the director being evaluated. The directorsexpressed satisfaction with the evaluation process and the results.

In the opinion of the Board all the independent directors possess requisite expertiseintegrity and experience.

h) Meetings:

Five meetings of the Board of Directors were held during the year.

6. PROPOSAL FOR SHIFTING THE REGISTERED OFFICE:

It is proposed to shift the registered office of the Company from Office No. 802Floor-8 Plot-213 Raheja Chambers Free Press Journal Marg Nariman Point Mumbai 400021to Mall Office 2nd Floor Metro Junction Mall of West Pioneer Properties (India) Pvt.Ltd Netivali Kalyan (E) Thane - 421306.

Accordingly approval of members by way of passing of special resolution as appearingin the Notice of ensuing AGM is being sought.

7. AUDIT COMMITTEE:

The Audit Committee of the Board consists of Mr Vimal Chand Kothari (DIN: 00056003) asChairman and Mr Manekchand Panda (DIN: 00015759) and Mr Nitin Mhatre (DIN: 08294405) asmembers. The Company Secretary is Secretary to the Committee.

During the year there were no instances where the Board did not accept anyrecommendation of the Audit Committee. The Company has also put in place a vigil mechanismfor directors and employees to report their concerns/grievances etc. to the AuditCommittee which oversees the functioning of the said mechanism.

8. NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Committee of the Board (NRC) consists of Mrs SmitaAchrekar (Chairperson) Mr Nitin Mhatre Mr Manekchand Panda and Mr Vimal Chand Kothari.

Salient features of the nomination and remuneration policy include having anappropriate mix of executive non - executive and independent directors primarily tomaintain independence of the Board.

The NRC assesses independence of directors at time of appointment / re-appointment aswell as annually. NRC takes into consideration various factors as specified in the policywhile considering any remuneration to be paid to directors key managerial personnel andother employees etc.

The policy is available on the Company's website www.westleisureresort.co.in under thesection ‘Policies'.

9. AUDITORS:

The members have at the 10th AGM held on 29th September 2018appointed M/s Bhatter & Co. Chartered Accountants (Firm Registration No: 131092W) asthe Statutory Auditors of the Company under Section 139 of the Act for a period of 5years from conclusion of Tenth AGM till conclusion of Fifteenth AGM of the Company.

The requirement of ratification of appointment of the Statutory Auditors at every AGMhas been dispensed with. Accordingly no such item has been placed for approval of themembers in the notice of the ensuing AGM.

M/s Bhatter & Co. have confirmed that they are eligible for continuing to act asstatutory auditors of the Company and no proceeding against the firm or any partner of thefirm is pending with respect to professional matters of conduct.

10. AUDITORS' REPORT:

The Auditors' Report does not contain any reservation qualification or adverse remark.

11. SECRETARIAL AUDIT:

A Secretarial Audit Report for the financial year ended 31st March 2021 isannexed hereto as ‘Annexure - I".

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

12. LOANS GUARANTEES OR INVESTMENTS:

Details of investments made appear in notes to the financial statements. No loan wasgiven and no guarantee or security was provided by the Company on behalf of others duringthe year.

13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered into by the Company during thefinancial year with related parties were in ordinary course of business and on an arm'slength basis. During the year the Company did not enter into any materially significantrelated party transaction(s) that may have potential conflict with the interest of theCompany.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

Since the Company is not into any manufacturing activity there are no particulars to bespecified under the heading ‘conservation of energy'. There is no technology involvedin the business being carried on by the Company. The Company did not earn nor spent anyforeign exchange during the year.

15. CORPORATE SOCIAL RESPONSIBILITY:

None of the three criteria specified in Section 135(1) of the Act relating to CSR isapplicable to the Company.

16. SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company has no subsidiary joint venture or associate.

17. PARTICULARS OF EMPLOYEES:

a. Prescribed particulars of employees required under Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are attached as"Annexure - II" and form part of this report.

b. There are no employees covered by Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

18. ANNUAL RETURN:

Pursuant to Section 134 (3)(a) of the Act the Company has placed copy of its AnnualReturn as at March 31 2021 on its website at www.westleisureresort.co.in under thesection ‘Disclosures'.

19. DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) read with Section 134(5) of the Act your Directorsstate that:

(a) In preparation of the annual accounts applicable accounting standards have beenfollowed along with proper explanations relating to material departures;

(b) Accounting policies have been selected and applied consistently and judgments andestimates made are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at end of the financial year and of its profit for that period;

(c) Proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with requirements of the Act for safeguarding assets of the Companyand for preventing and detecting frauds and other irregularities;

(d) The annual accounts have been prepared on a going concern basis;

(e) Internal financial controls to be followed by the Company have been laid down andsuch internal financial controls are adequate and operating effectively; and

(f) Proper systems have been devised to ensure compliance with provisions of allapplicable laws and such systems are adequate and operating effectively.

20. MAINTENANCE OF COST RECORDS:

The Government of India has not prescribed maintenance of cost records undersub-section (1) of Section 148 of the Act for any activities of the Company thus theCompany is not required to maintain cost records.

21. SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standards on Meetings of the Board ofDirectors (SS - 1) and General Meetings (SS - 2) issued by The Institute of CompanySecretaries of India.

22. GENERAL:

Your directors state that no disclosure or reporting is required for the following asthere were no transactions of the types covered thereby during the year;

a. Details relating to Deposits covered under Chapter V of the Act;

b. Issue of equity shares with differential rights as to dividend voting or otherwise;

c. Issue of shares (including sweat equity shares) to employees of the Company underany scheme;

d. No significant or material order was passed by the regulators or courts or tribunalswhich may impact the Company's going concern status and its operations in the future;

e. Material changes affecting the financial position of the Company between end of thefinancial year and the date of this report;

f. No fraud is reported by auditors under Section 143(12) of the Act;

g. There is no proceeding pending under the Insolvency and Bankruptcy Code 2016; and

h. There was no instance of one-time settlement with any Bank or Financial Institution.

There are no women employees with the Company. No complaints pertaining to sexualharassment of women during the year were received.

23. ACKNOWLEDGEMENTS:

The Board sincerely thanks all stakeholders for their continued support.

#MDEnd#

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