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West Leisure Resorts Ltd.

BSE: 538382 Sector: Services
NSE: N.A. ISIN Code: INE266P01017
BSE 00:00 | 07 Jul West Leisure Resorts Ltd
NSE 05:30 | 01 Jan West Leisure Resorts Ltd
OPEN 73.50
PREVIOUS CLOSE 73.50
VOLUME 50
52-Week high 73.50
52-Week low 66.70
P/E
Mkt Cap.(Rs cr) 22
Buy Price 73.50
Buy Qty 454.00
Sell Price 69.35
Sell Qty 21495.00
OPEN 73.50
CLOSE 73.50
VOLUME 50
52-Week high 73.50
52-Week low 66.70
P/E
Mkt Cap.(Rs cr) 22
Buy Price 73.50
Buy Qty 454.00
Sell Price 69.35
Sell Qty 21495.00

West Leisure Resorts Ltd. (WESTLEISURE) - Director Report

Company director report

AND MANAGEMENT DISCUSSION AND ANALYSIS

Your directors present the Eleventh Annual Report and audited Financial Statements ofthe Company for the year ended 31st March 2019. Management Discussion and Analysis isalso included in this Report.

1. FINANCIAL RESULTS AND APPROPRIATIONS

Year Ended Year ended
31st March 2019 31st March 2018
(Rs Lakhs) (Rs Lakhs)
Profit Before Tax (5.47) 211.73
Less: Tax Expenses (0.74) (1.49)
Profit/Loss for the period (4.73) 213.22
Add: Balance brought forward 213.48 0.26
Available for Appropriation 208.75 213.48
Transfers & Appropriations:
Dividend paid on Equity Shares (2017-2018)
(Amount per Share Re 0.10) 3.05 -
Tax Equity Dividend (2017 2018) 0.63 -
Transfer to General Reserve -_ -
Balance Carried Forward 205.07 213.48

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 Rs 368095including dividend distribution tax outgo.

3. OPERATIONS

The Company has earned a total income amounting to Rs 9.31 lakhs in the current yearviz 2018 2019 in comparison to Rs 228.72 lakhs earned in the previous year.

The total income in the previous year was higher mainly due to sale of investments.

During the year under review the Company has incurred an after-tax loss of Rs 4.73lakhs.

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

The Company is hopeful for a better year ahead.

4. MANAGEMENT DISCUSSION AND ANALYSIS

The Company's current business activity consists of two segments viz Financialactivities and Provision of Services.

During the year under review revenue generated from Financial Segment dropped from Rs219.72 lakhs (previous year) to Rs 0.20 lakh. The revenue generated from Service Segmentremained static at Rs 9 lakhs.

The Company is focussing on increase in revenue and continuing efforts to reduce costs.Efforts are also being made in looking out for new business opportunities.

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. Significant auditobservations and corrective actions thereon are presented to the Audit Committee of theBoard.

In terms of Rule 4(1)(iv) of the Companies (Indian Accounting Standards) Rules 2015the Company is required to switch over from Indian GAAP to Ind AS with effect from April1 2019 with a transition date of April 1 2018. Consequently the Company has adoptedInd AS with effect from April 1 2019.

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. Industrialrelations continue to be cordial.

RATIOS

i) Current Ratio:

As at March 31 2019 the Company's current ratio was 4.09 : 1 in comparison to 2.73 : 1in the previous year. The increase in the current ratio during the current year over theprevious year was mainly due to decrease in tax provisions and cash & bank balance.

ii) Debt Equity Ratio:

As at March 31 2019 the Company's debt equity ratio was 0.001 : 1 in comparison to0.002 : 1 in the previous year. The decrease in the debt equity ratio during the currentyear over the previous year was mainly due to decrease in current liabilities. iii)Operating and Net Profit Margin:

The Company's operating and net profit margins at the current year end were -58.79% and-50.80% in comparison to 92.57% and 93.23% respectively in the previous year. The declineis due to fall in earnings from financial activity.

iv) Return on Net Worth:

The Company's return on net worth has dropped to -0.20% as compared to 9.06% in theprevious year. The downfall is due to fall in earnings from financial activity.

5. DIRECTORS

a) At the 10th AGM held on 29.09.2018 Mr Om Prakash Adukia (DIN: 00017001)was re-appointed as a director of the Company. Mr Amit Moona (DIN: 07096553) was appointedas a director of the Company liable to retire by rotation.

The appointment of Mr Chandra Kant Khaitan as Manager of the Company for a period offive years effective 11.07.2018 was approved.

b) Ms Seema Arora (DIN: 06849038) director retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers herself for re-appointment.

c) Mr Vimal Chand Kothari (DIN: 00056003) and Mr Manekchand Panda (DIN: 00015759) willcomplete their term of appointment as Independent Directors of the Company on 30.09.2019.Pursuant to Section 149(10) of the Companies Act 2013 (the Act) the said independentdirectors are eligible for re-appointment for a further period of 5 years.

On recommendations of the Nomination and Remuneration Committee of the Company theBoard of Directors (the Board) recommends to members of the Company to re-appoint Mr VimalChand Kothari and Mr Manekchand Panda as independent directors of the Company for afurther period of 5 years w.e.f. 1.10.2019.

The Company has received consents of Mr Kothari and Mr Panda to act as independentdirectors of the Company for a further period of five years w.e.f. 1.10.2019 ifre-appointed. Also requisite declarations from both of them have been obtained.

Approval of members by way of special resolutions is being sought for re-appointment of

Mr Kothari and Mr Panda for a second term of 5 years.

d) 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).

e) 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 e ntire Board o f Directors e xcluding the director being e valuated. Thedirectors expressed satisfaction with the evaluation process and the results.

f) Meetings:

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

6. REGISTERED OFFICE

The registered office of the Company has been shifted from 10 Kitab Mahal 2nd Floor192 Dr D.N. Road Fort Mumbai - 400 001 to Office No. 802 Floor-8 Plot-213 RahejaChambers Free Press Journal Marg Nariman Point Mumbai 400021 w.e.f. 21.05.2019.

7. AUDIT COMMITTEE

The Audit Committee consists of Mr V C Kothari as Chairman and M/s Manekchand Panda andO P Adukia as members. 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 consists of Ms Seema Arora(Chairperson) Mr O P Adukia Mr M C Panda and Mr V C Kothari.

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

9. AUDITORS a) Statutory Auditors:

The members have at the 10th Annual General Meeting held on 29thSeptember 2018 appointed M/s Bhatter & Co. Chartered Accountants (Firm RegistrationNo: 131092W) as the Statutory Auditors of the Company under Section 139 of the Act for aperiod of 5 years from conclusion of Tenth Annual General Meeting till conclusion ofFifteenth Annual General Meeting of the Company.

The requirement of ratification of appointment of the Statutory Auditors at everyAnnual General Meeting has been dispensed with. Accordingly no such item has been placedfor approval of the members at this Annual General Meeting.

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.

b) Internal Auditors:

Mr Anup Pacheria internal auditor o f the Company has resigned w.e.f 20.5.2019. As areplacement M/s Rajendra K Gupta & Associates Chartered Accountants were appointedas the internal auditors of the Company w.e.f 21.5.2019.

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 2019 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. At end of theyear under review there were no outstanding amounts of loans which were granted to otherbodies corporate by the Company. Also the Company has not provided any guarantee orsecurity to any other person.

13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered into by the Company during thefinancial year with related parties were in o rdinary 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 AND OUTGO

Since the Company is not into any manufacturing activity there are no particulars to bespecified under the heading ‘conservation of energy' and so the question of makingany capital investment therefor does not arise. There is no technology involved in thebusiness being carried on by the Company. The Company did not earn nor spent any foreignexchange during the year.

15. CORPORATE SOCIAL REPONSIBILITY

None of the three criteria specified in Section 135(1) of the Act relating toconstitution of a CSR Committee is applicable to the Company and as such are not requiredto be complied with.

16. SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES

The Company has no subsidiary joint venture or associate.

17. PARTICULARS OF EMPLOYEES

a. Prescribed particulars o f employees required under Rule 5(1) o f 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 e mployees covered by Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

18. EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in Form MGT-9 as required under Section 92 of the Act isannexed hereto as “Annexure III” which forms an integral part of this Report andis also available on the Company's website viz. 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 alongwith 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 loss 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 o f cost records undersub-section (1) of Section 148 of the Act for any activities of the Company and 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;

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

2. Issue of equity shares with differential rights as to dividend voting orotherwise;

3. Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme;

4. No significant or material order was passed by the regulators or courts ortribunals which may impact the Company's going concern status and its operations in thefuture;

5. Material changes affecting the financial position of the Company between endof the financial year and the date of this report; and

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

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.

For and on behalf of the Board

Dated: 2nd August 2019 Om Prakash Adukia Manekchand Panda
Director Director
(DIN: 00017001) (DIN: 00015759)