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West Leisure Resorts Ltd.
|BSE: 538382||Sector: Services|
|NSE: N.A.||ISIN Code: INE266P01017|
|BSE 00:00 | 26 Mar||West Leisure Resorts Ltd|
|NSE 05:30 | 01 Jan||West Leisure Resorts Ltd|
West Leisure Resorts Ltd. (WESTLEISURE) - Director Report
Company director report
Your directors present the Tenth Annual Report and audited Financial Statements of theCompany for the year ended 31st March 2018. Management Discussion and Analysis is alsoincluded in this Report.
1. FINANCIAL RESULTS AND APPROPRIATIONS
Your Directors recommended a dividend of Re 0.10 paise per equity share on 3053337equity shares of Rs 10 each subject to approval of members at the ensuing Annual GeneralMeeting (AGM). The total outflow on account of equity dividend will be Rs 368095including dividend distribution tax outgo.
During the year under review Revenue from Operations of the Company was Rs 228.72lakhs as against Rs 24.15 lakhs in the previous year. The increase in revenue was mainlydue to sale of investments. Profit before Tax increased to Rs 211.73 lakhs from Rs 1.46lakhs in the previous year and the profit after Tax was higher at Rs 213.22 lakhs ascompared to last years Rs 2.24 lakhs.
In the Boards perception there are no foreseeable risks which could threaten theexistance of the Company.
4. MANAGEMENT DISCUSSION AND ANALYSIS
The Companys current business activity consists of two segments viz Financialactivities and Provision of Services.
During the year under review revenue generated from sale of investments was Rs 218.56lakhs. Revenue from financial activities was Rs 1.16 lakhs as compared to Rs 6.18 lakhs inthe previous year while revenue from provision of services dropped from Rs 12.00 lakhs toRs 9.00 lakhs in the current year.
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 a well established internal financial controls system in allimportant areas of its operations to ensure proper recording of financial and operationalinformation and compliance with various internal controls and other regulatory andstatutory requirements. In addition to statutory audit the internal auditor monitors andevaluates the efficacy and adequacy of internal control systems in the Company. Based onreports of the auditors the concerned departments undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.
Information pertaining to financial performance forms part of this Report.
There were no material developments in the Companys Human Resource Capital.Industrial relations continue to be cordial.
5. CORE INVESTMENT COMPANY:
The Company comes within the ambit of the Core Investment Companies (Reserve Bank)Directions 2016 and happens to be a Core Investment Company (CIC) within the meaning ofthe said Directions.
a) At the 9th AGM held on 27.09.2017 Ms Seema Arora (DIN: 06849038) wasreappointed as a director of the Company. Mr Om Prakash Adukia (DIN:00017001) directorretires by rotation at the ensuing AGM but being eligible offers himself forre-appointment.
b) Mr Govind Prasad Goyal (DIN: 00017294) Director and Manager of the Companyresigned w.e.f. 11.07.2018.
c) On recommendation of the Nomination and Remuneration Committee of the Company MrAmit Moona was appointed as additional director of the Company w.e.f. 11.07.2018.
Mr Moona holds office upto the date of the ensuing AGM pursuant to Section 161 of theCompanies Act 2013 (the Act). The Company has also received a notice under Section 160 ofthe Act from a member proposing the candidature of Mr Amit Moona for the office ofDirector.
Accordingly approval of members is being sought for appointment of Mr Moona as adirector.
d) Requisite declarations have been received from the independent directors of theCompany under Section 149(7) of the Act that the declarant meets the criteria ofindependence laid down in Section 149 (6) of the Act.
e) Board Evaluation:
The Board has carried out an 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.
Nine meetings of the Board of Directors were held during the year.
7. KEY MANAGERIAL PERSONNEL
a) Mr Peter Fernandes Company Secretary and Compliance Officer of the Company resignedw.e.f. 01.01.2018. On recommendation of Nomination and Remuneration Committee Mr VaibhavDodia has been appointed as Company Secretary and Compliance Officer w.e.f. 01.06.2018.
b) Mr Chandra Kant Khaitan CFO of the Company has been also appointed as Manager fora period of five years w.e.f. 11.07.2018. Pursuant to provisions of Section 196 of the Actapproval of members is being sought for the said appointment.
8. 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.
9. NOMINATION AND REMUNERATION POLICY:
The Companys Nomination and Remuneration Policy (the Policy) was amended on29.11.2017. Salient features of the policy include having an appropriate mix of executivenon - executive and independent directors primarily to maintain independence of the Board.The NRC assesses independence of directors at time of appointment / re-appointment as wellas annually. NRC takes into consideration various factors as specified in the policy whileconsidering any remuneration to be paid to directors key managerial personnel and otheremployees etc.
The Policy is available on the Companys website
The term of appointment of M/s Rajendra K Gupta & Associates Statutory Auditorsshall come to an end and they will retire from the conclusion of the forthcoming AGM.
In accordance with provisions of Section 139 of the Act M/s Bhatter & Co.Chartered Accountants (Firm Registration No. 131092W) are proposed to be appointed asstatutory auditors of the Company for a period of 5 years commencing from the conclusionof the ensuing AGM till the conclusion of the 15th AGM of the Company to beheld in the year 2023.
M/s Bhatter & Co. have provided their consent to act as statutory auditors of theCompany and have confirmed that their appointment if made will be in accordance withSection 139 read with Section 141 of the Act and applicable rules made thereunder.
Members are requested to appoint M/s Bhatter & Co. as statutory auditors of theCompany for a period of 5 years and authorize the Board of Directors to fix theirremuneration.
Meanwhile the Board places on record its appreciation for the service rendered by M/sRajendra K Gupta & Associates Chartered Accountants during their long associationwith the Company.
11. AUDITORS REPORT
The Auditors Report does not contain any reservation qualification or adverseremark.
12. SECRETARIAL AUDIT
A Secretarial Audit Report for the financial year ended 31st March 2018 isannexed hereto as Annexure I.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
13. LOANS GUARANTEES OR INVESTMENTS
Details of investments appear in notes to the financial statements. The Company has notgranted any loans nor has provided any guarantees/security to and or on behalf of otherbodies corporate during the financial year.
14. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered into by the Company during thefinancial year with related parties were in the ordinary course of business and on anarms length basis. During the year the Company did not enter into any materiallysignificant related party transactions that may have potential conflict with the interestof the Company.
15. 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 and so the question ofmaking any capital investment therefor does not arise. There is no technology involved inthe business being carried on by the Company. The Company did not earn nor spent anyforeign exchange during the year.
16. 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.
17. SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES
The Company has no subsidiary joint venture or associate.
18. 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 asAnnexure - 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.
19. EXTRACT OF ANNUAL RETURN
An extract of the Companys Annual Return in form MGT-9 is available on itswebsite www.westleisureresort.co.inunder the section Disclosures.
20. DIRECTORS RESPONSIBILITY STATEMENT
As required under of Section 134(3)( c) read with Section 134(5) of the Act yourDirectors state 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 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.
21. MAINTENANCE OF COST RECORDS:
The Central 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.
22. 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.
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 or otherwise;
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme;
4. No significant or material order was passed by the regulators or courts or tribunalswhich may impact the Companys going concern status and its operations in the future;
5. Material changes affecting the financial position of the Company between the end ofthe 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.
The Board sincerely thanks all stakeholders for their continued support.
For and on behalf of the Board