To the Members,
Advani Hotels and Resorts (India) Limited
Your Directors take pleasure in presenting the Thirty Sixth (36th)
Annual Report together with the Audited Financial Statements of the Company for the
Financial Year ended March 31, 2023.
1. Financial Results
Your Company's financial performance during the Financial Year
ended March 31, 2023 is summarized below:
( in Million)
Particulars |
2022 - 2023 |
2021 - 2022 |
Total Income |
1,006.29 |
522.21 |
Profit before Depreciation, Finance Costs and Tax |
411.52 |
116.53 |
Less: Depreciation |
26.27 |
28.68 |
Profit before Finance Costs and Tax |
385.25 |
87.85 |
Less: Finance Costs |
1.64 |
0.61 |
Profit before Tax |
383.61 |
87.24 |
Less: Provision for Taxation |
|
|
Current Tax |
94.40 |
10.20 |
Deferred Tax Liability / (Asset) |
2.36 |
11.96 |
Tax for earlier years |
0.80 |
0.00 |
Profit for the year After Tax |
286.05 |
65.08 |
Other Comprehensive Income (OCI) Net of tax |
(0.17) |
0.97 |
Total Comprehensive Income for the year |
285.88 |
66.05 |
Profit brought forward from last year |
217.14 |
151.09 |
Profit Available for Appropriation |
503.03 |
217.14 |
Balance Profit carried to the Balance Sheet |
332.88 |
217.14 |
Basic and Diluted Earnings per Equity Share of Rs. 2 each |
6.19 |
1.41 |
2. Operational Performance of the Company:
Your Directors are pleased to share that this has been the best
Financial Year in the history of the Company!
The Company achieved a total income of 1,006.29 Million during the
Financial Year 2022 - 2023 which was 92.7% higher compared to 522.21 Million in the
previous Financial Year. The Company crossed the total income of more than 1,000 Million
for the first time which is the highest ever total income achieved by the Company in its
lifetime. Some of this increase was because people could travel and did travel especially
to Resort locations. We could increase our price due to increase in demand.
More importantly, during the Financial Year, the earnings before
interest, taxes, depreciation and amortization (EBITDA) of the Company was higher by
253.1% at 411.52 Million as against 116.53 Million in the previous Financial Year, mainly
on account of higher income. The EBITDA margin increased to 41% vs 22% in the previous
Financial Year.
After considering finance cost of 1.64 Million and depreciation of
26.27 Million, Profit Before Tax was 383.61 Million, which is 340% higher than the
previous Financial Year. With a tax provision of 97.56 Million, Profit After Tax was
286.05 Million in the Financial Year as against 65.08 Million in the previous Financial
Year, a huge increase in comparison to previous Financial Year's figures and
registering a growth of 339.5% on a year-to-year basis. Finance costs for the Financial
Year increased by from 0.61 Million to 1.64 Million. Finance Costs arose mainly due to the
change in the definition of Finance Costs as per Ind AS 116.
The other highlights for the Financial Year 2022 2023 are as follows:
Cash Generated from Operations of 356.9 Million in the Financial
Year, versus 146.4 Million in the previous Financial Year, reflecting an incremental
growth of 144%.
Earnings Per Share of 6.2 (on a Face Value of 2.0 per Share) in
the Financial Year, versus 1.4 in the previous Financial Year, reflecting an incremental
growth of 343%.
Return on Assets of 34.7% in the Financial Year, versus 9.5% in
the previous Financial Year.
To provide a broader perspective (beyond financial measures), from a qualitative
perspective, we are pleased to inform that the Caravela Beach Resort, Goa received the
below awards in the Financial Year 2022 2023:
In March 2023, the Beach Hut' restaurant at the
Caravela won the Times of India Food & Nightlife Award 2023', in the
category of The Best Regional Indian Premium Dining Restaurant'. This is the
second time the Caravela has won this award.
In February 2023, the resort was awarded the prestigious Booking.com
Traveller Review Award 2023' by Glen Fogel, the President & Chief CEO
of Booking.com with a customer satisfaction rating of 8.2 points (out of a maximum of 10
points). This is the sixth consecutive year in which the resort has won this award.
In February 2023, the Caravela received the Travellers Review
Award 2022' in the Luxury Segment', at the prestigious
Go-MMT Star Partners Award Ceremony', for securing consistently high
customer satisfaction scores in the year 2022.
The Caravela also won the Goibibo Award for securing
consistently high guest satisfaction scores of 4.5 stars out of maximum of 5.0
stars.
3. Borrowings:
The Company continues to be debt free and maintains sufficient liquid
reserves to meet its strategic and operational requirements even after declaring two
Interim Dividends aggregating to 170% ( 3.40 per Equity Shares of 2 each) viz. 1st
Interim Dividend of 100% and 2nd Interim Dividend of 70% on Equity Share of 2
in December 2022 and May 2023 respectively.
4. Dividend and Dividend Distribution Policy:
Considering the life time best performance of the Company during the
Financial Year under review, the Company declared 1 st Interim Dividend of 2
per Equity Share being 100% of the paid up Equity Share Capital of the Company on December
16, 2022, and 2nd Interim Dividend of 1.40 per Equity Share being 70% of the
paid up Equity Share Capital of the Company on May 19, 2023 for the Financial Year ended
March 31, 2023.
This makes the total Interim Dividends for the Financial Year 2022 2023
equal to 170% i.e. 157.1 Million, versus 70% i.e. 64.7 Million in the previous
Financial Year 2021 2022.
To conserve resources for future growth requirements, your Board is not
recommending any further Dividend for the Financial Year under review.
The Company has voluntarily adopted a Dividend Distribution
Policy' in lines with the provisions of Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations").
5. Reserves:
During the Financial Year under review, a sum of 13.0 Million (previous
year - Nil) was transferred to the General Reserve.
6. Upgradation and additions:
During the Financial Year 2022 - 2023, the Company has continued with
the waterproofing of the hotel in a phased manner and completed the South Wing
(A' Section), Porch area and Lobby Entrance area.
The Company has added 2 luxury coaches and 2 Innova Crysta to its fleet
for guest transportation, considering Mopa Airport became operational in January 2023. As
per the Company's Environmental, Social, and Governance (ESG) values, the vehicles
purchased are environment friendly and will enhance the guest experience in terms of
comfort and safety. During the Financial Year under review, the Company has also replaced
part of the fan coil units in rooms to improve the air conditioning and LED 55" TVs,
mini bars, Onity safes, etc. to improve guest experience in the rooms. To maintain the
large green lawns and golf course spread on 23 acres of the hotel property, the Company
has procured TORO green master and TORO time cutter machines. To improve operational
efficiency of the kitchen, the Company has upgraded planetary mixer, toasters, blowers,
etc. To improve administration efficiency and to support operations, we have procured new
Xerox cum printer machines, laptops, attendance systems and UPS, etc. in the hotel.
7. Material changes and commitments affecting financial the
report:
There is no change in the capacity or nature of business of the Company
during the Financial Year under review.
There were no material changes and commitments affecting the financial
position of the Company between the end of the Financial Year to which the Financial
Statements relate and the date of this report.
8. Share Capital of the Company:
During the Financial Year under review, there was no change in the paid
up Share Capital of the Company. The paid-up Equity Share Capital of your Company as on
March 31, 2023 was 9,24,38,500 (Rupees Nine Crore Twenty Four Lakh Thirty Eight Thousand
Five Hundred only) divided into 4,62,19,250 Equity Shares having face value of 2 (Rupees
Two only) each fully paid up.
9. Subsidiary / Joint Ventures / Associate Companies, etc.:
The Company had no Subsidiary, Joint Ventures or Associate Company
during the Financial Year under review.
10. Sustainable Development:
Sustainability has been deeply embedded into the Company's
business and has become an integral part of its decision making process while considering
social, economic and environmental dimensions.
11. Corporate Social Responsibility (CSR) initiatives:
Pursuant to the provisions of Section 135 of the Companies Act, 2013
("the Act"), read with the Companies (Corporate Social Responsibility) Rules,
2014, the Company has formed a Policy on Corporate Social Responsibility (CSR
Policy'). As part of its initiatives under CSR, the Company has contributed a sum of
25.84 Lakhs for promoting Animal Welfare, Health Care including Preventive Health Care
& Empowering Women in accordance with Schedule VII of the Act read with CSR Policy
towards its CSR obligations for the Financial Year under review.
As required under the provisions of Rule 8 of the Companies (Corporate
Social Responsibility) Rules, 2014, the brief outline / salient features of the CSR policy
of the Company and Annual Report on the initiatives undertaken by the Company towards its
CSR obligations during the Financial Year under review are set out in "Annexure
A", which forms part of this report.
The CSR policy is available on the website of the Company at
https://www.caravelabeachresortgoa.com/investor-relations.html.
12. Human Resources Development:
The Company has continuously adopted a structure that helps attract
good external talent and incentivize internal talent to aspire towards higher roles and
responsibilities. The Company's people-centric focus provides an open work
environment, fostering continuous improvement and development. This has helped several
employees realise their career aspirations.
The Company is committed to providing a healthy and safe work
environment to all employees. The Company's workplace policies and benefits, employee
engagement and welfare initiatives have addressed stress management and promoted work-life
balance.
13. Business Risk Management:
The Company has a reasonable Business Risk Management (BRM) framework
to identify and evaluate business risks and opportunities. This framework seeks to create
transparency, minimize adverse impact on the business objectives and enhance the
Company's competitive advantage. The business risk framework defines the risk
management approach across the enterprise at various levels, including documentation and
reporting. The Board of Directors periodically reviews the risks and suggests steps to be
taken to control and mitigate the same through a properly defined framework.
14. Particulars of Loans, Guarantees and Investments:
The details of loans given, guarantees provided and investments made,
if any, by the Company as required under Section 186 of the Act, read with the Companies
(Meetings of Board and Its Powers) Rules, 2014 are given under Notes to Accounts on the
financial statements forming part of this Annual Report.
15. Whistle Blower/ Vigil Mechanism Policy:
A fraud-free and corruption-free culture has been the core of the
Company. The Company has established a vigil mechanism for reporting genuine concerns
through the Whistle Blower Policy. It helps the Company to deal with instances of fraud
and mismanagement, if any. The mechanism also provides for adequate safeguards against
victimization of Directors and employees who avail of the mechanism and also provide for
direct access to the Chairman of the Audit Committee in exceptional cases. The Whistle
Blower Policy is posted on the Company's website at
www.caravelabeachresortgoa.com/investorrelations.
We affirm that during the Financial Year 2022 - 2023, no employee or
Director was denied access to the Audit Committee.
16. Directors and Key Managerial Personnel (KMP):
As on March 31, 2023, the Board of Directors comprised of Eleven
Directors including one Independent Women Director. The Board has an appropriate mix of
Executive Directors, Non-Executive Directors and Independent Directors, which is in
compliance with the requirements of the Act and the Listing Regulations and is also
aligned with the best practices of Corporate Governance.
(a) Appointment / Reappointment:
Mrs. Nina H. Advani (DIN: 00017274), who retried by rotation at
previous 35th Annual General Meeting held on September 27, 2022, was
re-appointed as Director of the Company in terms of provisions of Section 152(6) of the
Act.
No new Director was appointed on the Board of Directors of the Company
during the Financial Year under review.
The members of the Company, in their 01/2022-2023 Extra Ordinary
General Meeting held on August 25, 2022 re-appointed Mr. Prahlad S. Advani (DIN: 06943762)
as the Whole Time Director and promoted him as the Chief Executive Officer of the Company,
for a period of five years with effect from August 1, 2022 to July 31, 2027.
The members of the Company, in their 02/2022-2023 Extra Ordinary
General Meeting held on December 20, 2022 re-appointed the following Directors:
(a) Mr. Sunder G. Advani (DIN: 00001365) as the Chairman & Managing
Director of the Company, for a period of two years with effect from March 1, 2023 to
February 28, 2025.
(b) Mr. Haresh G. Advani (DIN: 00001358) as the Executive Director of
the Company, for a period of two years with effect from March 1, 2023 to February 28,
2025.
Further, upon resignation of Mr. Nilesh Jain, Company Secretary &
Compliance Officer from the services of the Company from closing business hours of April
15, 2022, the Board of Directors of the Company appointed Mr. Vikram Soni as Company
Secretary & Compliance Officer of the Company w.e.f. October 10, 2022. The appointment
of Mr. Vikram Soni as Company Secretary & Compliance Officer of the Company is
pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 6 of the Listing
Regulations.
(b) Cessation:
There was no cessation from the Board of the Company during the
Financial Year under review.
Mr. Sureesh Chander Mehta (DIN: 06992229), Independent Director of the
Company resigned from the Board of Directors of the Company w.e.f. the close of business
hours of 20th April, 2023 due to his advancing age and ill health as mentioned
in his resignation letter. He had given confirmation that there are no other material
reasons other than those provided for his resignation.
The Board places on record its sincere appreciation for the valuable
contribution made by him during his tenure as an Independent Director of the Company.
Mr. Nilesh Jain, Company Secretary & Compliance Officer of the
Company resigned from the services of the Company w.e.f. the close of business hours of
April 15, 2022.
(c) Retirement by rotation:
In accordance with the provisions of Section 152 of the Act read with
the Companies (Management and Administration) Rules, 2014 and Articles of Association of
the Company, Mrs. Menaka S. Advani (DIN: 00001375), Director of the Company retires by
rotation at the ensuing Annual General Meeting and being eligible, has offered herself for
re-appointment and your Board of Directors, on the recommendation of Nomination and
Remuneration Committee, recommends her re-appointment to the members of the Company.
Brief resume and other details of the Director proposed to be
re-appointed as stipulated under Regulation 36(3) of the Listing Regulations and
Secretarial Standard 2 on General Meetings is given in the Notice convening the 36th
Annual General Meeting of the Company.
(d) Declaration from Independent Directors:
The Company has received declaration from all the Independent Directors
of the Company confirming that they meet the criteria of independence as prescribed both
under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and
pursuant to the provisions of Regulation 25 of the said Regulations that they are not
aware of any circumstance or situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence. The Independent Directors have
also confirmed that they have complied with Schedule IV of the Act and the Company's
Code of Conduct.
Further, the Independent Directors have also submitted their
declarations in compliance with the provision of Rule 6(3) of the Companies (Appointment
and Qualification of Directors) Rules, 2014, which mandated the inclusion of an
Independent Directors' name in the data bank of Indian Institute of Corporate Affairs
("IICA") till they continue to hold the office of an Independent Director.
None of the director of your Company are disqualified under the
provisions of Section 164(2) of the Act. Your Directors have made necessary disclosures,
as required under various provisions of the Act and the Listing Regulations.
In the opinion of the Board of Directors, all the Independent Directors
are persons of integrity and possesses relevant expertise and experience.
(e) Evaluation of the Board's Performance:
The Board of Directors has devised a policy pursuant to the provisions
of the Act and the Listing Regulations for performance evaluation of the Chairman, Board,
Individual Directors (including Independent Directors) and Committees which includes
criteria for performance evaluation of Non-Executive Directors and Executive Directors.
The Nomination and Remuneration Committee of the Company has specified
the manner of effective evaluation of the performance of the Board, its committees and
Individual Directors of the Company and has authorized the Board to carry out the
evaluation Based on the manner specified by the Nomination and Remuneration Committee, the
Board has devised questionnaire to evaluate its performance and performance of its
committees and Individual Directors and the Chairperson. The performance of each committee
was evaluated by the Board, based on report on evaluation received from respective Board
committees. The reports on performance evaluation of the Individual Directors were
reviewed by the Chairman of the Board.
The evaluation framework for assessing the performance of Directors
comprise of the following key areas:
i. Attendance at Board Meetings and Committee Meetings; ii. Quality of
contribution to Board deliberations; iii. Strategic perspectives or inputs regarding
future growth of Company and its performance; iv. Providing perspectives and feedback
going beyond information provided by the management.
(f) Familiarization Programme for Independent Directors:
In compliance with the Regulation 25(7) of the Listing Regulations, the
familiarization programme aims to provide Independent Directors with the hospitality
industry scenario, the socio-economic environment in which the Company operates, the
business model, the operational and financial performance of the Company, significant
developments etc., so as to enable them to take well informed decisions in a timely
manner. The familiarization programme also seeks to update the Directors on the roles,
responsibilities, rights and duties under the Act and other statutes.
The policy on Company's familiarization programme for Independent
Directors and the details of familiarization programmes imparted to Independent Directors,
their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model of the Company and related matters including the number
of hours spent by each Independent Director in such programmes is posted on the
Company's website at www.caravelabeachresortgoa.com/investorrelations
(g) Key Managerial Personnel:
Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel of the Company as on March 31, 2023 were:
ding='2'>
Sr. No. Name |
Designation |
1. Mr. Sunder G. Advani |
Chairman & Managing Director (Promoter) |
2. Mr. Haresh G. Advani |
Executive Director (Promoter) |
3. Mr. Prahlad S. Advani |
Whole-Time Director & CEO (Promoter Group) |
4. Mr. Ajay G. Vichare |
Chief Financial Officer |
5. Mr. Vikram Soni |
Company Secretary & Compliance Officer (w.e.f. October
10, 2022) |
17. Managerial Remuneration and other details:
Disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in this Report as "Annexure
B" and forms a part of this Report.
The statement containing particulars of employees as required under
Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure
forming part of this Report. Further in terms of Section 136 of the Act, the report and
accounts are being sent to the members excluding the aforesaid annexure. The said annexure
is available for inspection at the registered office of the Company during the working
hours and any member interested in obtaining a copy of the same may write to the Company
Secretary & Compliance Officer of the Company and the same will be furnished on
request.
18. Remuneration Policy:
Pursuant to the provisions of Section 178 of the Act and Regulation 19
of the Listing Regulations and on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors have adopted a policy for selection and appointment of
Directors, Key Managerial Personnel (KMPs'), Senior Management Personnel
(SMPs') and their remuneration which inter-alia requires that the
Directors, KMPs and SMPs shall be of high integrity with relevant expertise and experience
so as to have a diverse Board and Company's Senior Management and criteria for
determining qualifications, positive attributes, independence of Director and other
matters, while recommending the candidature for the appointment as a person as Director,
KMP or SMP.
The main objective of the said policy is to ensure that the level and
composition of remuneration is sufficient to attract, retain and motivate the Directors,
KMPs and SMPs.
The Remuneration Policy is placed on the website of the Company viz.
https://www.caravelabeachresortgoa.com/investor-relations. html.
19. Management Discussion and Analysis & Corporate Governance
Reports:
Pursuant to the provisions of Regulations 34(2) & (3) and Schedule
V of the Listing Regulations, the following have been made part of this Report:
? Management Discussion and Analysis Report
? Corporate Governance Report
? Declaration on compliance with Code of Conduct
? Certificate from Practicing Company Secretary that none of the
Directors on the Board of the Company has been debarred or disqualified from being
appointed or continuing as Directors of companies
? Auditors' Certificate regarding compliance conditions of
Corporate Governance.
20. Compliance with Secretarial Standards:
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and your Directors confirm compliance of the same during the
Financial Year under review.
21. Adequacy of Internal Financial Control Systems with reference to
the Financial Statements:
The Company has designed and implemented a process-driven framework for
Internal Financial Controls (IFC) within the meaning of the explanation in Section
134(5)(e) of the Act.
The Company's internal controls system has been established on
values of integrity and operational excellence. The formal independent evaluation of
internal controls and initiatives for remedial of deficiencies by the Internal Auditors
has resulted in a sound framework for Internal Controls, commensurate with the size and
complexity of the business.
The internal control framework essentially has two elements: (1)
structures, policies, and guidelines designed to achieve efficiency and effectiveness in
operations and compliance with laws and regulations; and (2) an assurance function
provided by Internal Auditors.
The Company has Standard Operating Procedures (SOPs) also for various
processes which are periodically reviewed for changes warranted due to business needs. The
Internal Auditors continuously monitor the efficiency of the internal controls /
compliance with SOPs with the objective of providing to Audit Committee and the Board of
Directors, an independent, objective and reasonable assurance of the adequacy and
effectiveness of the organization's risk management, control and governance
processes. This formalized system of internal control facilitates effective compliance of
Section 138 of the Act and the Listing Regulations.
The Audit Committee meets regularly to review reports, including
significant audit observations and follow-up actions thereon. The Audit Committee also
meets the Company's Statutory Auditors to obtain their views on Financial Statements
including the financial reporting system, compliance to accounting policies and
procedures, the adequacy and effectiveness of the internal control system.
The Internal Auditor also assesses opportunities for improvement in the
business processes, designed to add value to the organization and follow-ups on the
implementation of corrective actions and improvements in the business process after review
by the Committee.
For the Financial Year ended March 31, 2023, the Board is of the
opinion that the Company has sound IFC, commensurate with the nature and size of the
business operations, wherein controls are in place and operating effectively and no
material weaknesses exist. The Company has a process in place to continuously monitor the
existing controls and identify gaps, if any. It can implement new and / or improved
controls wherever the effect of such gaps would have a material effect on the
Company's operations.
22. Directors' Responsibility Statement:
Pursuant to the provisions of Section 134(3)(c) read with Section
134(5) of the Act, the Board of Directors, to the best of their knowledge and ability,
confirm that:
(i) In the preparation of the Annual Accounts, the applicable
accounting standards have been followed and there are no material departures;
(ii) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at end of the
Financial Year March 31, 2023 and of the profit of the Company for that period;
(iii) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(iv) They have prepared the Annual Accounts for the Financial Year
ended March 31, 2023 on a "going concern" basis;
(v) They have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and were operating
effectively; and
(vi) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
23. Statutory Auditors:
As per provisions of Section 139 of the Act read with the Companies
(Audit and Auditors) Rules, 2014, the Members of the Company in their 35th
Annual General Meeting held on September 27, 2022 appointed M/s. J. G. Verma & Co,
Chartered Accountants (ICAI Firm Registration No. 111381W), as Statutory Auditors of the
Company for a term of consecutive 5 years i.e. to hold office from the conclusion of 35th
Annual General Meeting till the conclusion of 40 th Annual General Meeting of
the Company to be held for the Financial Year ending March 31, 2027.
M/s. J. G. Verma & Co. have furnished written confirmation to the
effect that they are not disqualified from acting as the Statutory Auditors of the Company
in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and
Auditors) Rules 2014.
24. Secretarial Auditors:
Pursuant to the provisions of Section 204(1) of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed Mr. Virendra G. Bhatt, Practicing Company Secretary, to undertake
Secretarial Audit of the Company for the Financial Year 2022 - 2023. The Secretarial Audit
Report is annexed to this report as "Annexure C" and forms a part
of this Report.
25. Internal Auditors:
Pursuant to the provisions of Section 138 of the Act read with the
Companies (Accounts) Rules, 2014, the Board on recommendation of the Audit Committee,
re-appointed M/s. BDO India LLP, as Company's Internal Auditors for the Financial
Year 2023 - 2024.
The Internal Auditors monitor and evaluate the efficacy and adequacy of
internal control system in the Company, its compliances with operating systems, accounting
procedures and policies at all locations of the Company and reports are presented to the
Audit Committee periodically.
26. Cost Records and Cost Audit:
The maintenance of cost records and requirement of cost audit as
prescribed under the provisions of Section 148(1) of the Act and rules made thereunder are
not applicable for the business activities carried out by the Company.
27. Comments on Qualification by StatutoryAuditors and Secretarial
Auditors:
The Statutory Auditors' Report on the Financial Statements of the
Company for the Financial Year under review does not contain any qualifications /
reservations / adverse remarks / disclaimers.
The observations and comments given in the Statutory Auditors'
Report read together with the notes to the accounts are self explanatory, hence do not
call for any further information and explanation under Section 134(3) of the Act.
With respect to observations made by the Secretarial Auditors in their
Secretarial Audit Report and Secretarial Compliance Report, your Directors would like to
state that: a) The submission of disclosure relating to Related Party Transactions under
Regulation 23(9) of the Listing Regulations for the half year ended March 31, 2022 with
the NSE was delayed:
The submission of disclosure relating to related party transactions
under Regulation 23(9) of the Listing Regulations for the half year ended March 31, 2022
with the National Stock Exchange Limited (NSE') was delayed due to some
technical issues on NSE Portal (NEAPS). However, the report was duly filed with the BSE
within the prescribed timeline and hence, was in the public domain. The NSE levied fine of
2,24,000 for said delayed filing, which was paid by the Company. The Company had requested
for waiver of the fine and to condone the delay as there were technical issues while
submitting the said report with the NSE on its NEAPS platform. Based on the Company's
representation, the NSE waived off the fine vide its letter dated March 1, 2023.
b) The Company filed the Annual Secretarial Compliance Report for the
Financial Year ended March 31, 2022 pursuant to Regulation 24A of the Listing Regulations
with BSE and NSE within prescribed timeline in XBRL mode; however, the PDF copy of the
said report was filed with some delay:
The Company filed the Annual Secretarial Compliance Report for the
Financial Year ended March 31, 2022 pursuant to the Regulation 24A of the Listing
Regulations with BSE and NSE within the prescribed timeline in XBRL mode; however, the PDF
copy of the said report was filed with some delay inadvertently.
Further, none of the Auditors of the Company have reported any fraud as
specified under the second proviso of Section 143(12) of the Act.
28. Public Deposits:
During the Financial Year under review, the Company has neither
accepted nor renewed any public deposits within the meaning of Sections 73 and 76 of the
Act read with Companies (Acceptance of Deposits) Rules, 2014, there were no deposits which
remained unclaimed / unpaid and due for repayment.
passed by the regulators or courts or tribunals impacting the going
concern 29. Details ofsignificant status and company's operations in future:
There was no significant material orders passed by the Regulators /
Tribunal, which would impact the going concern' status of the Company and its
future operations.
However, members' attention is drawn to the Statement on
Contingent Liabilities in the notes forming part of the Financial Statements.
30. Conservation of Energy, Technology, Absorption, Foreign exchange
earnings and outgo:
As required under Section 134(3)(m) of the Act read with Rule 8(3) of
the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy,
technology absorption and foreign exchange earnings and outgo are given in"Annexure
D" hereto and forms part of this Report.
31. Investor Education and Protection Fund (IEPF):
Pursuant to the provisions of Section 124(5) of the Act read with the
IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the
Rules'), all Unpaid or Unclaimed Dividends are required to be transferred by the
Company to the IEPF established by the Government of India after the completion of seven
years. Further, according to the said Rules, the Shares on which Dividend remained unpaid
or unclaimed by the Shareholders for seven consecutive years or more shall also be
transferred to the demat account of the IEPF Authority. Accordingly, during the Financial
Year 2022 - 2023, the Company transferred 12,262 Equity Shares on April 7,2022 and 15,002
Equity Shares on December 8, 2022 to the demat account of the IEPF Authority as per the
requirements of the IEPF Rules for the Dividend remained unclaimed / unpaid upto Financial
Years 2014-15.
In terms of the provisions of Sections 124(5) and 125 of the Act and
said Rules, during the Financial Year 2022 - 2023, an amount of 1,32,251 being remained
Unpaid / Unclaimed Dividend for the Financial Year 2014 - 2015 and an amount of 4,12,221
being remained Unpaid / Unclaimed Interim Dividend for the Financial Year 2015 - 2016 was
transferred to the IEPF Authority.
Further the Unpaid and Unclaimed Dividend amount lying with the Company
for Financial Year 2016 - 2017 is due for transfer to the IEPF in the month of September
2023. The details of the same are available on the Company's website viz.
https://www. caravelabeachresortgoa.com/.
Mr. Vikram Soni, Company Secretary & Compliance Officer of the
Company is appointed as the Nodal Officer to ensure compliance with the IEPF Rules.
32. Annual Return:
Annual Return of the Company as on March 31, 2023 in accordance with
Section 92(3) read with the Section 134(3)(a) of the Act will be placed on the website of
the Company and can be accessed at the link www.caravelabeachresortgoa.com
/investorrelations.
33. Meetings of the Board:
The Board of Directors met 8 (eight) times during the Financial Year
2022 - 2023. The details of the Board Meetings and the attendance of the Directors are
provided in the Corporate Governance Report. The gap between two Board meetings was within
the period prescribed under the Act and Listing Regulations.
34. Committees of the Board:
Your Company has duly constituted the Committees as required under the
Act read with applicable Rules made thereunder and the Listing Regulations.
Details of the Committees constituted by the Board under the Act and
Listing Regulations, along with their composition and changes, if any, during the
Financial Year, and the number and dates of meetings held during the Financial Year under
review are provided in the Corporate Governance Report, which forms part of this Annual
report.
35. Audit Committee and its Composition:
As on March 31, 2023, the Audit Committee comprised of Mr. Prakash V.
Mehta, Mr. Vinod Dhall, Dr. Shivkumar D. Israni, Mr. Adhiraj Harish and Mrs. Menaka S.
Advani.
Mr. Prakash V. Mehta is Chairman of Audit Committee of the Company. The
Company Secretary & Compliance Officer of the Company acts as the Secretary of the
Audit Committee. All the recommendations made by the Audit Committee were accepted by the
Board of Directors of the Company. Other details with respect to Audit Committee are given
in Corporate Governance Report, which forms part of this Annual report.
The Audit Committee of the Company reviews the reports to be submitted
to the Board of Directors with respect to auditing and accounting matters. It also
supervises the Company's internal control, financial reporting process and vigil
mechanism.
36. Particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the act:
All contracts / arrangements / transactions entered by the Company
during the Financial Year under review with related parties were in the ordinary course of
business on arm's length basis and are entered into based on considerations of
various business exigencies, such as synergy in operations, their specializations etc. and
to further the Company's interests.
There are no materially significant related party transactions made by
the Company with Promoters, Directors or Key Managerial Personnel etc. which may have
potential conflict with the interest of the Company at large or which warrants the
approval of the Members.
All contracts / arrangements / transactions entered by the Company
during the Financial Year under review with related parties were in ordinary course of
business on arm's length basis. However, the Company had no material transactions
with related parties falling under the scope of Section 188(1) of the Act. Hence, the
Company is not required to furnish disclosure of material related party transactions as
required under Section 134(3)(h) of the Act in Form AOC-2 for the Financial Year under
review.
All Related Party Transactions are presented to and approved by the
Audit Committee / Board. In accordance with the provisions of Regulation 23 of the Listing
Regulations, the Company has adopted the policy on related party transactions and the same
is available on the Company's website at
www.caravelabeachresortgoa.com/investorrelations.
37. Credit Ratings:
The Company is a debt free Company and has not obtained credit ratings
during the Financial Year 2022 - 2023.
38. Information on sexual harassment of women at workplace:
The Company has zero tolerance towards sexual harassment at the
workplace and towards this end, has adopted a policy in-line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules made there under. All employees (permanent, contractual, temporary, trainees) are
covered under the said policy. An Internal Committee has also been set up to redress any
complaints received on sexual harassment.
The Company has complied with the provisions relating to the
constitution of the Internal Committee as required under Section 4 of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During
the Financial Year under review, there was no complaint filed before the said Committee
and there was no complaint pending at the beginning or end of the Financial Year under
review.
39. Details of proceedings under the Insolvency and Bankruptcy Code,
2016:
During the Financial Year under review, no application was made or
proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016
nor any such proceeding was pending at the end of the Financial Year under review.
40. Valuation of assets:
During the Financial Year under review, there was no instance of
one-time settlement of loans / financial assistance taken from Banks or Financial
Institutions, hence the Company was not required to carry out valuation of its assets for
the said purpose.
41. Transfer of Unclaimed Shares to Unclaimed Suspense account of the
Company:
During the Financial Year under review, the Company was not required to
transfer any Shares to the unclaimed suspense account as specified in Schedule VI of the
Listing Regulations. The details of the number of Shares transferred from the Unclaimed
suspense account to the respective Shareholders are provided in the Corporate Governance
Report, which forms part of this Annual Report.
42. Acknowledgements:
I am immensely grateful to our Board of Directors for their continuous
support and advice to me all these years. A special thanks to our Shareholders, Tour
Operators, Travel Agents, Booking.com, Make My Trip. Our repeat guests have been the
pillar of our strength and resilience over the years. We are extremely grateful to our
Employees, Bankers and Government officials in the Ministry of Finance, Home, Commerce,
External Affairs, Tourism, Civil Aviation, Labour, Road Transport and Niti Aayog. We are
thankful to the Government of Goa, especially the Honourable Chief Minister. We also thank
the Village Panchayat of Varca for their continuous support.
|
For and on behalf of the Board of Directors
of |
|
Advani Hotels and Resorts (India) Limited |
|
Sunder G. Advani |
Place: Mumbai |
Chairman & Managing Director |
Date: August 10, 2023 |
DIN: 0001365 |
|