DIRECTOR'S REPORT [Pursuant to Section 134(3) of the Companies Act, 2013] To The Members RAS RESORTS AND APART HOTELS LIMITED. The Directors have pleasure in presenting the Thirty Second Annual Report together with the Statement of Accounts for the year ended on March 31, 2016 OPERATIONS/STATE OF COMPANY'S AFFAIRS The company has completed twenty seven years of operations. During the year under review, the total income wasRs.8,65,10,673/- compared toRs.7,73,23,307/- in the previous year. The working results of the Company shows a net profit ofRs.50,04,193/- -as against the net Profit ofRs.21,13,090 during the corresponding previous year. The construction of a large banquet hall facility admeasuring about 12000sq ft at the Company's resort at Silvassa for the purpose of weddings and conferences is nearing completion. DIVIDEND An Interim Dividend ofRs.1/- per share on 39,69,743 equity shares ofRs.10/- each aggregating toRs.39,69,743 was declared and paid for the year 2015-16 and the same be treated as final dividend for the year 2015-16 MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR: There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. NUMBER OF MEETINGS OF BOARD OF DIRECTORS 7 (Seven) meetings of the Board of Directors were held during the year. DIRECTORS Smt. Nalini Shewakramani (DIN : 00021138), Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. The Board of Directors of the Company have re-appointed Smt. Nalini Shewakramani (DIN : 00021138), as Whole time Director of the Company designated as Executive Director for a further period of three years with effect from 15th February, 2016 on recommendation of Nomination and Remunertaion Committee. The resolution seeking approval of the Members for re-appointment of Smt. Nalini Shewakramani has been incorporated in the notice of the forthcoming annual general meeting of the Company. DECLARATION FROM INDEPENDENT DIRECTORS Shri. Pravin Vepari., Shri. Ameet Hariani and Shri. Vijay Ranjan, who are independent directors of the Company have submitted declarations that each of them meet the criteria of independence as provided in sub Section (6) of Section 149 of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required. AUDIT COMMITTEE OF BOARD OF DIRECTORS The Audit committee of the Board of directors of the Company consists of the following members 1. Shri. Pravin Vepari 2. Shri. Ameet Hariani 3. Shri. Vijay Ranjan 4. Smt. Nalini Shewakramani Four meetings of the Committee were held during the financial year. VIGIL MECHANISM The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism formulated by the Company provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director/ Chairman of the Audit Committee in exceptional cases. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS The Remuneration Policy for directors and senior management and the Criteria for selection of candidates for appointment as directors, independent directors, senior management are placed on the website of the Company w e b l i n k <http://www.rrahl.com/rrahlpolicies.htm> There has been no change in the policies since the last fiscal year. We affirm that the remuneration paid to the directors is as per the terms laid out in the remuneration policy of the Company. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act, 2013, 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 at the end of the financial year 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) they have prepared the annual accounts on a going concern basis; (v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; (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. ADEQUACY OF INTERNAL FINANCIAL CONTROLS The Company has proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives: • Providing assurance regarding the effectiveness and efficiency of operations • Efficient use and safeguarding of resources • Compliance with policies, procedures and applicable laws and regulations and • Transactions being accurately reported and recorded timely The Company has budgetary control system to monitor expenditures and operations against budgets on an ongoing basis. The internal auditors also regularly review the adequacy of internal financial control system. DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES The Company does not have any subsidiary/ joint ventures/ associates. EXTRACT OF ANNUAL RETURN As provided under sub Section (3) of Section 92 of the Act, the extract of annual return is enclosed, which forms part of the directors' report as Annexure I. AUDITORS M/s. Dayal and Lohia, Chartered Accountants, the Auditors of the company who would retire at the ensuing Annual General Meeting offer themselves for reappointment. M/s. Dayal and Lohia, Chartered Accountants, the existing auditors have furnished a certificate, confirming that if reappointed for the financial year 2016-2017 their reappointment will be in accordance with Section 139 read with section 141 of the Companies Act, 2013. You are requested to appoint Auditors and to fix their remuneration. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh Parekh & Associates, Practising Company Secretaries were appointed as the Secretarial Auditors for auditing the secretarial records of the Company for the financial year 20152016. The Secretarial Auditors Report is annexed as Annexure II. AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT The auditors' report does not contain any qualifications, reservations or adverse remarks in their report. As regards observations of Secretarial Auditors in their report, your directors have to state that constant efforts are being made to identify and appoint a competent and suitable candidate as the Company Secretary of the Company. In the Meanwhile, to ensure timely compliance of the provisions of the Act, the company has been taking the professional services of the reputed Practising Company Secretaries. The company has been compliant of all the regulations of the concerned authorities and the provisions of the act and rules framed thereunder. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows: A) CONSERVATION OF ENERGY: During the year, the Company continued to make efforts to prevent wasteful electrical consumption. Solar Water Heating System has been extended and this has helped in saving of energy cost. (B) TECHNOLOGY ABSORPTION: The Company does not need any technology for its existing business. (C) FOREIGN EXCHANGE EARNINGS AND OUTGO: The Company has earnedRs.5,39,291/- by way of foreign exchange earnings from foreign tourists. There was no outgo of foreign exchange during the year under review. PARTICULARS OF EMPLOYEES Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees are annexed as Annexure III. DEPOSITS FROM PUBLIC The Company has not accepted any deposits from public. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY No significant or material orders were passed by any regulator or court that would impact the going concern status of the Company and its future operations. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS The Company has not given any loans or guarantees or made investments pursuant to the provisions of the Section 186 of the Companies Act, 2013. RISK MANAGEMENT POLICY The Board of Directors of the Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. RELATED PARTY TRANSACTIONS Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure IV. EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS An annual evaluation of the Board's own performance, Board committees and individual directors was carried out pursuant to the provisions of the Act in the following manner: DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint of sexual harassment during the financial year 201516. LISTING AGREEMENT AND LISTING FEES The Company has entered into Listing Agreement with BSE Limited in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has paid the listing fees to BSE Limited for the year 2016-2017. INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on our website www.rrahl.com/rrahlpolicies.htm CORPORATE GOVERNANCE REPORT As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Corporate Governance is not mandatory to the Company. ACKNOWLEDGEMENT Your Directors convey their gratitude to the Allahabad Bank and every official of the administration of Dadra And Nagar Haveli and Daman and Diu for their continued assistance and support. The Directors also wish to place on record their appreciation of the hard work put in by the staff, both at Silvassa and Mumbai .The Directors express gratitude to Company's Customers and Vendors. The Directors are also grateful to you, the Shareholders for the confidence you continue to repose in the Company. For and on behalf of the Board Pravin Vepari Chairman Mumbai 18th May, 2016 |