MANAGEMENT DISCUSSION AND ANALYSIS
DIRECTORS' REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS
Your directors present the Twelfth Annual Report and audited Financial Statements ofthe Company for the year ended 31st March 2020. Management Discussion and Analysis isalso included in this Report.
1. FINANCIAL RESULTS AND APPROPRIATIONS
The financial statements for the financial year ended 31st March 2020 are the firstthe Company has prepared under Indian Accounting Standards (Ind AS). The financialstatements for the financial year ended 31st March 2019 have been restated in accordancewith Ind AS for comparative information.
| ||Year Ended 31st March 2020 ||Year ended 31st March 2019 |
| ||(Rs Lakhs) ||(Rs Lakhs) |
|Profit/(Loss) Before Tax ||37.28 ||22.80 |
|Less: Tax Expenses ||61.80 ||7.11 |
|Profit/(Loss) for the year ||(24.52) ||15.69 |
|Add: Balance brought forward ||207.59 ||195.57 |
|Add/(Less) : Remeasurement of net defined benefit Obligations net of taxes ||(0.54) ||0.01 |
|Add / (Less): Transfer from Other Comprehensive Income to Retained Earnings ||(6.21) ||-- |
|Available for Appropriation ||176.32 ||211.27 |
|Transfers & Appropriations: || || |
|Dividend paid on Equity Shares || || |
|(Amount per Share Re 0.10) ||3.05 ||3.05 |
|Tax on Equity Dividend ||0.63 ||0.63 |
|Transfer to Reserves ||- ||- |
|Balance Carried Forward ||172.64 ||207.59 |
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.
The Company has earned a total income amounting to Rs 58.44 lakhs in the current yearviz 2019 2020 in comparison to Rs 37.60 lakhs earned in the previous year.
The Company has earned a profit before tax of Rs 37.28 lakhs in the current year asagainst Rs 22.80 lakhs in the previous year. Loss after tax stood at Rs 24.52 lakhs in thecurrent year as against after tax profit of Rs 15.69 lakhs in the previous year.
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.
In terms of Rule 4(1)(iv) of the Companies (Indian Accounting Standards) Rules 2015the Company was mandatorily required to switch over from Indian GAAP to Ind AS with effectfrom April 1 2019 with a transition date of April 1 2018. Accordingly the Company hasswitched over from Indian GAAP to Ind AS w.e.f. 1.4.2019 and the financial statements ofthe current year are prepared in accordance with Ind AS. A reconciliation and descriptionof effect of the transition from IGAAP to Ind AS have been provided in notes to thefinancial statements.
The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causingsignificant 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.
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.
i) Current Ratio:
As at March 31 2020 the Company's current ratio was 140.77: 1 in comparison to 6.60 :1 in the previous year. The increase in the current ratio during the current year over theprevious year was mainly due to increase in current investments.
ii) Net Profit Margin:
The Company's net profit margin at the current year end was -41.99% in comparison to41.85% in the previous year. The decline in the net profit margin is due to reversal ofMAT credit entitlement.
iii) Return on Net Worth:
The Company's return on net worth at the current year end was -18.61% as compared to-0.03% in the previous year. The increase in downfall was mainly due to impact o f FairValue measurements of investments during the current year.
a) At the 11th AGM held on 12.09.2019 Ms Seema Arora (DIN: 06849038) wasre-appointed as a director of the Company.
Mr Vimal Chand Kothari (DIN: 00056003) and Mr Manekchand Panda (DIN: 00015759) werere-appointed as Independent directors of the Company for a further period of 5 yearsw.e.f. 01.10.2019.
b) Mr Amit Moona (DIN: 0709653) director retires by rotation at the ensuing AGM andbeing eligible offers himself for re-appointment.
c) Necessary declarations have been received from the independent directors of theCompany under Section 149(7) of Companies Act 2013 (the Act) stating that the declarantsmeet the criteria of independence laid down in Section 149 (6) of the Act and also underSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (ListingRegulations).
d) 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 excluding the director being e valuated.
The directors expressed satisfaction with the evaluation process and the results.
e) Meetings: Four meetings of the Board of Directors were held during the year.
6. REGISTERED OFFICE
The registered office of the Company has been shifted to Office No. 802 Floor-8Plot-213 Raheja Chambers Free Press Journal Marg Nariman Point Mumbai 400021 w.e.f.21.05.2019.
7. AUDIT COMMITTEE
The Audit Committee consists o f Mr Vimal Chand Kothari as Chairman and M/s ManekchandPanda and Om Prakash Adukia as members. The Company Secretary is Secretary to theCommittee.
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 Om Prakash Adukia Mr Manekchand Panda and Mr Vimal Chand 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 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 at this 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.
b) Internal Auditors:
During the year Mr Anup Pacheria has resigned as internal auditor of the Companyw.e.f 20.5.2019 and M/s Rajendra K Gupta & Associates Chartered Accountants wereappointed as 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 2020 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 o rdinary course of business and o n 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'. 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 REPONSIBILITY
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 o f employees required under Rule 5(1) o f the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are attached asAnnexure 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.
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; and f. No fraud is reported by auditors underSection 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.
The Board sincerely thanks all stakeholders for their continued support.
| ||For and on behalf of the Board |
|Dated: 21st July 2020 ||Om Prakash Adukia ||Manekchand Panda |
| ||Director ||Director |
| ||(DIN: 00017001) ||(DIN: 00015759) |