Home  »  Company  »  Advani Hotels  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Advani Hotels & Resorts (India) Ltd.

Mar 31, 2023

The 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:

(Rs. 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 '' 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.

• 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 1st 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 position between the end of the Financial Year and date of 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.

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:

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 and 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 Audit 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 40th 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 Statutory Auditors 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 selfexplanatory, 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.

29. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern 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.


Mar 31, 2018

Directors’ Report to the Members

The Directors have pleasure to present the 31st Annual Report of your Company together with the audited financial accounts for the year ended March 31, 2018.

1. FINANCIAL RESULTS:

Your Company’s financial performance for the year ended March 31, 2018 is set out as below:

(Rs. in million)

Particulars

March 31, 2018

March 31, 2017

Total Income

638.22

608.56

Profit before Depreciation, Finance Costs and Tax

164.86

183.72

Less: Depreciation

35.19

36.91

Profit before Finance Costs and Tax

129.67

146.81

Less: Finance Costs

0.59

3.21

Profit before Tax

129.08

143.60

Less: Provision for Taxation:

Current Tax

42.70

50.00

Deferred Tax Liability/(Asset)

0.92

2.87

Tax for earlier years

-0.88

1.39

Profit for the year after Tax

86.34

89.34

Other comprehensive Income (OCI) Net of tax

0.92

-0.01

Total Comprehensive Income for the year

87.26

89.33

Profit brought forward from last year

149.52

98.96

Profit available for appropriation

236.78

188.29

Transfer to General Reserve

2.50

5.40

Interim Dividends for the Year

23.11

27.73

Dividend Distribution Tax

4.70

5.64

Balance Profit carried to Balance Sheet

206.47

149.52

Basic and Diluted Earnings per Equity Share of Rs. 2/- each

1.87

1.93

The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of Companies Act, 2013, (the ‘Act’) and other relevant provisions of the Act. The financial statements up to and for the year ended March 31, 2017, were prepared in accordance with the Companies (Accounting Standards) Rules, 2006, notified under Section 133 of the Act (‘Previous GAAP’). The financial statements for the F.Y. 2017-18 are the first financial statements of the Company under Ind AS. In accordance with Ind AS 101, First-time Adoption of Indian Accounting Standards, the Company has presented a reconciliation from the previous presentation of financial statements of share holders total equity as at March 31, 2017, and April 1, 2016, and of the total comprehensive income for the year ended March 31, 2017, of the Company as a part of financial statements under Previous GAAP to Ind AS. There are no material departures from the prescribed norms stipulated by the Accounting Standards in preparation of the Annual Accounts. Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard, requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses financial results on a quarterly basis, which are subjected to limited review by the statutory auditors, and publishes audited financial results on an annual basis.

INCOME:

Your Company achieved a total income of Rs. 638.22 Million as compared to Rs. 608.56 Million in the previous year, registering a growth of 4.87 % on a year to year basis. This increase was achieved without any expansion in room or food and beverage facilities.

EARNINGS BEFORE INTEREST, DEPRECIATION, TAX AND AMORTIZATION (EBIDTA)

The Gross Profit before Depreciation, Finance Costs and Tax decreased by 10.27% from Rs. 183.72 Million to Rs. 164.86 Million.

INTEREST:

Interest Costs have reduced significantly from Rs. 3.21 Million to Rs. 0.59 Million. This is due to debt free position of the company. PROFIT BEFORE TAX:

Profit before Tax has decreased by 10.11 % from Rs. 143.60 Million to Rs. 129.08 Million.

PROFIT AFTER TAX:

Profit for the year after Tax has decreased by 3.36% from Rs. 89.34 Million to Rs. 86.34 Million.

2. DIVIDEND:

The Directors recommend, for approval of the members at the ensuing Annual General Meeting of the company to be held on August 9, 2018, payment of Final Dividend of 10% (Re 0.20 per Equity share of Rs. 2/- each). During the year, the Company paid an interim dividend of 25% (Re 0.50 per Equity Share of Rs. 2/- each). The total dividend for the year shall be 35% i.e., Rs. 0.70 per equity share of Rs. 2/- each as against 30% i.e., Rs. 0.60 per equity shares of Rs. 2/- each in the previous year.

3. TRANSFER TO RESERVES:

We propose to transfer Rs. 2.5 Million to the General Reserve out of the amount available for appropriation.

4. UPGRADATION AND ADDITIONS:

Part of the original flooring of the lobby was replaced in 2016-17. A section of the flooring in the outdoor portion of the All Day Dining Restaurant has been replaced in 2017-18 and the rest will be completed by October 2018. The non operational Goa Nugget Casino has been converted to serve both as a pre-function to the existing Banquet Hall or as an independent Conference Room. The Carpet of the existing Banquet Hall has been replaced.

A new Diesel Generator from Cummins has been installed. Several landscaping improvements have taken place. A new Toyota Innova vehicle and a 12 seater luxury coach have been ordered. In addition the Resort procured several new 55-inch Led TVs from Samsung for the guest rooms.

Additional CCTV cameras and related equipments have been procured. New computer servers and an IMCS inventory software have been installed for GST compliant inventory management.

The company has appointed CB Richard Ellis (CBRE) to undertake several works between May to October 2018, such as entire lobby waterproofing, a new service elevator, complete renovation of all 4 employee lockers and toilets, a new carpet for the guest corridor, flooring of certain rooms, installation of a diesel-driven fire pump, procurement of new bakery oven and several other kitchen and F&B equipments, new Wi-Fi architecture, rain water harvesting and over one dozen additional works, which will be completed before the season.

5. SUBSIDIARY / HOLDING COMPANY, ETC.:

The Company does not have any Subsidiary, Holding Company, Associate or Group Venture Company.

6. 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.

7. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Board of Directors at its meeting held on 14th November, 2015 approved the Corporate Social Responsibility (CSR) Policy of the Company. This was duly reviewed and recommended by CSR Committee, in accordance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The thrust areas of CSR Policy, inter alia, are livelihood, healthcare, animal welfare and sanitation. CSR Policy approved by the Board is available on the website of the Company.

Disclosures on CSR activities as required under Rule 9 of the (Corporate Social Responsibility Policy) Rules, 2014, are reported in “Annexure A” forming part of this report.

8. HUMAN RESOURCES DEVELOPMENT:

The Company has continuously adopted a structure that helps attract good external talent and incentivize internal talent to higher roles and responsibilities. AHRIL’s people centric focus, providing an open work environment fostering continuous improvement and development, helped several employees realise their career aspirations during the year.

The Company’s Health and Safety Policy is a commitment to provide a healthy and safe work environment to all employees. The Company’s progressive workplace policies and benefits, employee engagement and welfare initiatives have addressed stress management and promoted work life balance.

9. BUSINESS RISK MANAGEMENT:

The Company has a robust Business Risk Management (BRM) framework to identify, 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 framework has different risk models, which help in identifying risk trends, exposure and potential impact analysis at a Company level. Risk management forms an integral part of the Company’s Mid-Term Planning cycle.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not granted any loans or provided any guarantees or made investments. Hence no disclosures, which are required under Section 186 of the Companies Act, 2013, are applicable for the year.

11. VIGIL MECHANISM:

Fraud and corruption free culture has been the core of the company. The Company has established a vigil mechanism for reporting of genuine concerns through the Whistle Blower Policy. This Policy, inter alia, provides a direct access to the Chairman of the Audit Committee of the Company. The Whistle Blower Policy is posted on the Company’s website at www.caravelabeachresortgoa.com/investorrelations.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

(a) Appointment/Reappointment: During the year under review, the shareholders of the company have reappointed all three executive directors of the company namely Mr. Sunder G. Advani as Managing Director, Mr. Haresh G. Advani as Executive Director and Mr. Prahlad S. Advani as Whole Time Director of the company for a period of 5 years.

(b) Retirement by rotation: In accordance with the provisions of the Companies Act, 2013, Mrs. Nina H. Advani, Director of the Company, retires by rotation and is eligible for re-appointment.

Further details about the Directors are given in the Corporate Governance Report as well as in the Notice of the ensuing Annual General Meeting being sent to the shareholders along with the Annual Report.

(c) Independent Directors Declaration : The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013 and provisions of the SEBI Listing Regulations, stating that they meet the criteria of independence as provided therein.

(d) Evaluation of the Board’s performance: In compliance with the Companies Act, 2013, and Regulation 17 of the SEBI Listing Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review. More details on the same are given in the Corporate Governance Report.

(e) Policy on Directors appointment and remuneration: The Nomination & Remuneration Committee of Directors has approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that the Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board. The Policy also lays down the positive attributes/ criteria while recommending the candidature for the appointment as Director.

The Company follows a Policy on Remuneration of Directors, KMP and Senior Management Employees. The policy is approved by the Nomination & Remuneration Committee and the Board. The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and senior management employees. The Remuneration Policy for the Directors and senior management employees is given in the Corporate Governance Report.

(f) Familiarization Programme for Independent Directors: In compliance with the Regulation 25(7) of the SEBI 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, 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: There is no change in the Key Managerial Personnel of the Company during the year.

13. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

14. MANAGEMENT DISCUSSION AND ANALYSIS:

Management’s Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is presented in a separate section, forming part of the Annual Report.

15. SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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 Companies Act, 2013.

The Company’s internal controls system has been established on values of integrity and operational excellence. The formal and independent evaluation of internal controls and initiatives for remedy 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; (2) an assurance function provided by Internal Auditors.

The Company also has well-documented Standard Operating Procedures (SOPs) 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 Companies Act, 2013 and the SEBI 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 ascertain their views on financial statements including the financial reporting system, compliance to accounting policies and procedures, the adequacy and effectiveness of 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 Audit Committee.

For the year ended March 31, 2018, 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.

During the year ended March 31, 2018 there were no reportable incidents of fraud as defined in Section 143(12) of the Companies Act, 2013.

17. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of 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 accounts for the financial year ended March 31, 2018, 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 made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit and loss of the Company for the year ended March 31, 2018;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing fraud and other irregularities;

(iv) They have prepared the annual accounts for the financial year ended March 31, 2018 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;

(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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company and work performed by the internal, statutory and secretarial auditors and external consultants, and audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2017-18.

18. STATUTORY AUDITOR’S REPORT:

The Statutory Auditors’ Report to the Shareholders for the year under review does not contain any qualification, reservations or adverse remarks or disclaimers.

The observations and comments given in the Auditors’ Report read together with the notes to the accounts are self explanatory and hence, do not call for any further information and explanation under Section 134(3) of the Companies Act, 2013.

19. SECRETARIAL AUDITOR’S REPORT:

Pursuant to the requirements of the Companies Act, 2013, the company has appointed Mr. Virendra G. Bhatt, Practicing Company Secretary, to undertake the Secretarial Audit of the Company, whose report dated May 17, 2018, is attached separately to this report as “Annexure B”.

The Secretarial Auditors’ Report to the Shareholders for the year under review does not contain any qualification, reservations or adverse remarks or disclaimers.

The observations and comments given in the Secretarial Auditors’ Report, read together with the notes to the accounts, are self explanatory and hence, do not call for any further information and explanation under Section 134(3) of the Companies Act, 2013.

20. FIXED DEPOSITS:

The Company has not accepted any deposits from the public/members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATOR:

There are no significant material orders passed by the Regulators / Courts which would impact the ‘going concern’ status of the Company and its future operations. However, member’s attention is drawn to the statement on contingent liabilities in the notes forming part of the financial statements.

22. CODE OF BUSINESS CONDUCT:

As per the Listing Agreement, the Board has a ‘Code of Conduct’ in place whereby all Board Members and Senior Management have declared and complied with the said Code. A declaration to this effect signed by the Chairman & Managing Director has been obtained.

23. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREX EARNINGS AND OUTGO:

As required under Section 134(3)(m) of the Companies Act, 2013 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 ‘C’ hereto and forms part of this Report.

24. TRANSFER OF UNCLAIMED DIVIDEND:

During the year, the company has transferred unpaid dividend related to financial year 2009-2010 to the Investor Education & Protection Fund (IEPF) as per the requirements of the Companies Act, 2013. The company has also transferred 447,397 Equity shares on which dividend has not been paid or claimed by shareholders for a period of seven consecutive years or more to the Investor Education and Protection Fund established by the Ministry of corporate Affairs.

25. DISCLOSURES UNDER THE COMPANIES ACT, 2013 AND LISTING REGULATIONS:

(i) EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure D”.

(ii) MEETINGS:

The Board of Directors met 7 (seven) times in the financial year 2017-18. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report. The gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

(iii) AUDIT COMMITTEE:

During the year the Board has reconstituted the Audit Committee by adding Dr. S. D. Israni, Independent Director as its member. Now it comprises of Mr. Prakash Mehta as the Chairman and Mr. Vinod Dhall, Dr. S. D. Israni, Mr Adhiraj Harish and Mrs. Menaka S. Advani as members. More details pertaining to the Committee are included in the Corporate Governance Report, which forms part of the Annual Report.

(iv) RELATED PARTY TRANSACTIONS:

All the related party transactions are entered on arm’s length basis, in the ordinary course of business, and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations and within the limits of the omnibus approval granted by the Audit Committee and Board of Directors. 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 interests of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company’s financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The statement is supported by the certificate from the MD and the CFO. The Related Party Transactions Policy as approved by the Board is uploaded on the Company’s website at: www.caravelabeachresortgoa. com/investorrelations

(v) POLICY 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 there under. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment.

During the year under review, the Company has received two complaints of sexual harassment from the women employees of the Company. Out of which one complaint was resolved during the year and one complaint was pending at the end of the year.

26. PARTICULARS OF EMPLOYEES:

In terms of the provisions of 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, as amended, a statement showing the names and other particulars of the top 10 employees in terms of remuneration drawn and also employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report, which forms part of this Report as “Annexure E”.

Disclosures relating 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 the Annual Report, which forms part of this Report..

27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

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 this report.

28. ACKNOWLEDGEMENTS:

Your Directors deeply appreciate the assistance provided by the bankers, the Ministry of Finance, Tourism of the Government of India and the Government of Goa. We thank the Shareholders, our valued clients and the tour operators for their continued support. Your Directors also appreciate the contributions made by all employees to improve the operations of the Company.

For and on behalf of the Board of Directors

SUNDER G. ADVANI

Place: Mumbai Chairman & Managing Director

Date: May 17, 2018 (DIN 00001365)


Mar 31, 2016

The Directors have pleasure to present the 29th Annual Report of your Company together with the audited financial statements for the year ended March 31, 2016.

1. FINANCIAL RESULTS:

The Company''s financial performance for the year ended March 31, 2016 is set out as below:

(Rs. in lakhs)

Particulars

March 31, 2016

March 31, 2015

Total Income

5401.94

4902.54

Profit before Depreciation, Finance Costs and Tax

1446.91

1171.62

Less: Depreciation

405.43

450.26

Profit before Finance Costs and Tax

1041.48

721.36

Less: Finance Costs

103.70

169.14

Profit before Tax

937.78

552.22

Less: Provision for Taxation:

Current Tax

294.00

173.00

Deferred Tax Liability/(Asset)

6.80

22.73

Tax for earlier years

(3.33)

(3.64)

Profit for the year after Tax

640.31

360.13

Profit brought forward from last year

799.78

751.94

Adjustment for carrying amount of assets in terms of transitional provisions of Schedule II of the Companies Act, 2013 (net of Deferred Tax)

-

(49.15)

Profit available for appropriation

1440.09

1062.92

Transfer to General Reserve

40.00

30.00

Interim Dividend paid/Final Dividend

221.85

194.12

Dividend Distribution Tax

45.16

39.02

Balance Profit carried to Balance Sheet

1133.08

799.78

Basic and Diluted Earnings per Equity Share of Rs.2/- each

1.39

0.78

INCOME:

Your Company achieved a total turnover of Rs. 540.2 million as compared to Rs.490.3 million in the previous year, registering a growth of 10.18% on a year to year basis. This increase was achieved without any expansion in room or food and beverage facilities. The Gross Profit before Depreciation, Finance Costs and Tax increased by 23.5% from Rs.117.2 million to Rs.144.7 million.

FINANCE COSTS:

Finance Costs have reduced significantly from Rs.16.9 million to Rs.10.4 million. This result was achieved by lowering debt from Rs.134.25 million to Rs.55.24 million.

PROFIT BEFORE TAX:

Profit before Tax has increased by 70% from Rs.55.2 million to Rs.93.8 million.

PROFIT AFTER TAX:

Profit for the year after Tax has increased by 78% from Rs.36 million to Rs.64 million.

2. DIVIDEND:

The Company paid an interim dividend of 24% (Rs.0.48 per Equity share of Rs.2 each) in February 2016. The total outgo for the current year amounts to Rs.26.7 million (including dividend distribution tax of Rs.4.52 million) as against Rs.23.3 million (including dividend distribution tax of '' 3.9 million) in the previous year. This represents a payout ratio of 42%.

The Board of Directors has decided to treat the interim dividend as final dividend for the financial year 2015-16.

3. TRANSFER TO RESERVES:

We propose to transfer Rs.4 million to the General Reserve out of the amount available for appropriation. An amount of Rs.113.31 million is proposed to be retained as surplus in the statement of Profit and Loss.

4. ECONOMIC SCENARIO AND OUTLOOK:

The Indian economy has the potential to become the world''s 3rd-largest economy by the next decade, and one of the largest economies by mid-century. The outlook for the short-term growth is also good as, according to the IMF, the Indian economy is the “bright spot” in the global landscape. India also topped the World Bank''s growth outlook for 2015-16 for the first time with the GDP having grown 7.6% in 2015-16 and expected to grow 7.7-8.0% in 2016-17.

The increase in prosperity in India will lead to a larger spend on leisure and corporate get together at exotic locations. The recent decline in value of the Indian Rupee beyond 66 to USD will encourage us Indians to travel within India. Domestic tourism will grow and Goa and our Company will benefit from this trend.

As the Rupee depreciates, India will also become a cheaper holiday destination for foreign tourists. Foreign tourist arrivals into India and Goa will increase as a result of the policy of issuing E-Tourist Visas to citizens of 150 countries at several airports in India including Goa.

5. UPGRADATION PLAN FOR 2016-17:

Some minor renovation to the lobby and public areas are planned to be carried out in this financial year. The Ministry of Tourism, Government of India, New Delhi had reclassified Company''s resort as “Five (*****) Star Deluxe Category” on June 18, 2013 which is valid up to June 17, 2018.

6. SUBSIDIARY/HOLDING COMPANY, ETC.:

The Company does not have any Subsidiary, Holding Company, Associate or Group Venture Company.

7. 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.

8. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Board of Directors at its meeting held on 14th November, 2015 approved the Corporate Social Responsibility (CSR) Policy of the Company, which was duly reviewed and recommended by CSR Committee, in accordance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The thrust areas of CSR Policy, inter alia, are livelihood, healthcare, animal welfare and sanitation. CSR Policy approved by the Board is available on the website of the Company.

Disclosures on CSR activities as required under Rule 9 of the (Corporate Social Responsibility Policy) Rules, 2014, are reported in “Annexure A” forming part of this report.

9. HUMAN RESOURCES DEVELOPMENT:

The Company has continuously adopted a structure that helps attract good external talent and incentivize internal talent to higher roles and responsibilities. AHRIL''s people centric focus, providing an open work environment fostering continuous improvement and development, helped several employees realize their career aspirations during the year.

Company''s Health and Safety Policy commits to provide a healthy and safe work environment to all employees. The Company''s progressive workplace policies and benefits, employee engagement and welfare initiatives have addressed stress management and promoted work life balance.

10. BUSINESS RISK MANAGEMENT:

The Company has a robust Business Risk Management (BRM) framework to identify, 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 framework has different risk models, which help in identifying risk trends, exposure and potential impact analysis at a Company level. Risk management forms an integral part of the Company''s Mid-Term Planning cycle.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not granted any loans or provided any guarantees, securities or made investments. Hence no disclosures, which are required under Section 186 of the Companies Act, 2013, are applicable for the year.

12. VIGIL MECHANISM:

Fraud and corruption free culture has been the core of the Company. The Company has established a vigil mechanism for reporting of genuine concerns through Whistle Blower Policy of the Company. This Policy, inter alia, provides a direct access to the Chairman of the Audit Committee of the Company. The Whistle Blower Policy is posted on the Company''s website at www.ramadacaravela.com/investorrelations.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

(a) Appointment: The Board of Directors had appointed Dr. S D Israni as an Additional Director of the Company in the category of Independent Director with effect from October 1, 2015.

Dr. Israni aged 67 years is a Corporate Lawyer with over 42 years of experience as a practitioner in the field of Corporate Laws and Business Advisory services. He is qualified in the field of Law, Company Secretary ship and Management.

(b) Retirement by rotation: In accordance with the provisions of the Companies Act, 2013, Mrs. Nina H. Advani, Director of the Company, retires by rotation and is eligible for re-appointment.

Further details about the Directors are given in the Corporate Governance Report as well as in the Notice of the ensuing Annual General Meeting being sent to the shareholders along with the Annual Report.

(c) Independent Directors Declaration: The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013 and provisions of the SEBI Listing Regulations, stating that they meet the criteria of independence as provided therein.

(d) Evaluation of the Board''s performance: In compliance with the Companies Act, 2013, and Regulation 17 of the SEBI Listing Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review. More details on the same are given in the Corporate Governance Report.

(e) Policy on Directors appointment and remuneration: The Nomination & Remuneration Committee of Directors has approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that the Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board. The Policy also lays down the positive attributes/ criteria while recommending the candidature for the appointment as Director.

The Company follows a Policy on Remuneration of Directors, KMP and Senior Management Employees. The policy is approved by the Nomination & Remuneration Committee and the Board. The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and senior management employees. The Remuneration Policy for the Directors and senior management employees is given in the Corporate Governance Report.

(f) Familiarization Programme for Independent Directors: In compliance with the Regulation 25(7) of the SEBI Listing Regulations, the familiarization programme aims to provide Independent Directors with the 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 including the No. of hours spent by each Independent Director in such programmes is posted on the company''s website at www.ramadacaravela.com/investorrelations

(g) Key Managerial Personnel: Mr. Raju M. Bamane, Company Secretary and Key Managerial Personnel of the Company, resigned from the services of the Company w.e.f. June 15, 2015 and Mr. Nilesh Jain has been appointed as Company Secretary and Key Managerial Personnel w.e.f August 17, 2015.

(h) Listing Agreement: The Securities and Exchange board of India (SEBI) on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective December 1, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date.

The Company has entered into listing agreement with BSE Limited and the National Stock Exchange of India Limited during November 2015.

14. CORPORATE GOVERNANCE:

The Company has complied with the corporate governance requirements under the Companies Act, 2013, and as stipulated under the SEBI listing regulations. A separate section on corporate governance under the listing regulations, along with a certificate from the auditors confirming the compliance, is annexed and forms part of this Annual Report.

15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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 Companies Act, 2013.

The Company''s internal controls system has been established on values of integrity and operational excellence. The formal and independent evaluation of internal controls and initiatives for remediation 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; (2) an assurance function provided by Internal Auditors.

The Company also has well-documented Standard Operating Procedures (SOPs) for various processes which are periodically reviewed for changes warranted due to business needs. The Internal Auditors continuously monitors 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 Companies Act, 2013 and the SEBI 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 ascertain their views on financial statements including the financial reporting system, compliance to accounting policies and procedures, the adequacy and effectiveness of 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 Audit Committee.

For the year ended March 31, 2016, 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, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Company''s operations.

During the year ended March 31, 2016 there were no reportable incident of fraud as defined in Section 143(12) of the Companies Act, 2013.

16. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of 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 accounts for the financial year ended March 31, 2016, 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 March 31, 2016 and of the profit and loss of the Company for the year ended March 31, 2016;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing fraud and other irregularities;

(iv) They have prepared the annual accounts for the financial year ended March 31, 2016 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;

(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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2015-16.

17. STATUTORY AUDITORS:

At the 27th Annual General Meeting of the Company held on September 24, 2014, M/s. J. G. Verma & Co., Chartered Accountants, Mumbai, have been appointed as Statutory Auditors of the Company till conclusion of the Thirtieth Annual General Meeting of the Company to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting.

As required under SEBI (LIDOR) Regulations, 2015, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. They are eligible to continue as Statutory Auditors for the financial year 2016-17. Your Board recommends ratification of their appointment as the Statutory Auditors at the ensuing Annual General Meeting.

The observations and comments given in the Auditors'' Report read together with the notes to the accounts are self explanatory and hence, do not call for any further information and explanation under Section 134(3) of the Companies Act, 2013.

18. SECRETARIAL AUDIT:

Pursuant to the requirements of the Companies Act, 2013, the company has appointed Mr. Virendra G. Bhatt, Practicing Company Secretary, to undertake the Secretarial Audit of the Company, whose report dated May 16, 2016, is attached separately to this report as “Annexure B”.

Management reply to the observations in the Secretarial Audit Report is as under:

Sr. No.

Observation

Management Response

1

“Board of Directors of the Company not having been constituted as per Listing Regulations as it was short of one independent director for first two quarters of the year”.

Owing to his untimely demise, Mr. K. Kannan, an independent director of the Company ceased to be a director of the Company w.e.f. December 18, 2014. There was a delay in finding a competent person who could be appointed as an independent director of the Company in the place of the deceased director. The Board of Directors of the company ultimately appointed Dr. S. D. Israni as an Additional Director of the Company in the category of Independent Non Executive Director with effect from October 1, 2015.

2

On payment of managerial remuneration to the Managing Director, Mr. Sunder G. Advani and the Executive Director, Mr. Haresh G. Advani

This is self explanatory and does not require any clarification or response save and except that each of the Managing Director, Mr. Sunder G. Advani and the Executive Director, Mr. Haresh G. Advani have given an undertaking to the Board of Directors in terms of Section 197(9) of the Companies Act, 2013 to refund the excess remuneration to the Company and each of them have further confirmed that they will hold the excess remuneration in trust for and on behalf of the Company.

The Management further reports that pending the final disposal of the Applications by the Central Government, the Managing Director and the Executive Director have refunded the excess remuneration drawn by them till 1st quarter ended June 30,2016

19. FIXED DEPOSITS:

The Company has not accepted any deposits from the public/members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATOR:

There are no significant material orders passed by the Regulators/Courts which would impact the ''going concern'' status of the Company and its future operations. However, member''s attention is drawn to the statement on contingent liabilities in the notes forming part of the financial statements.

21. CODE OF BUSINESS CONDUCT:

As per the Listing Agreement, the Board has a ''Code of Conduct'' in place whereby all Board Members and Senior Management have declared and complied with the said Code. A declaration to this effect signed by the Chairman & Managing Director has been obtained.

22. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREX EARNINGS AND OUTGO:

As required under Section 134(3)(m) of the Companies Act, 2013 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 ''C'' hereto and forms part of this Report.

23. TRANSFER OF UNCALIMED DIVIDEND

During the year, the unclaimed dividend of '' 0.51 million pertaining to the interim and final dividend for the year ended March 31, 2008 was transferred to the Investor Education & Protection Fund (IEPF) within the prescribed time.

24. DISCLOSURES UNDER THE COMPANIES ACT, 2013 AND LISTING REGULATIONS

(i) EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure D”.

(ii) MEETINGS:

The Board of Directors met 6 (six) times in the financial year 2015-16. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report. The gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

(iii) AUDIT COMMITTEE:

The Board has constituted the Audit Committee which comprises of Mr. Prakash Mehta as the Chairman and Mr. Vinod Dhall, Mr Adhiraj Harish and Mrs. Menaka S. Advani as members. More details pertaining to Committee are included in the Corporate Governance Report, which forms part of the Annual Report.

(iv) RELATED PARTY TRANSACTIONS:

All the related party transactions are entered on arm''s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. 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 shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Parties are provided in the Company''s financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The statement is supported by the certificate from the MD and the CFO. The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at: www.ramadacaravela.com/investorrelations

(v) POLICY 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 there under. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment.

During the financial year under review, the Company has not received any complaint of sexual harassment from any of the women employees of the Company.

25. PARTICULARS OF EMPLOYEES:

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as “Annexure E”.

Further a statement showing the names and other particulars of employees drawing remuneration in excess of limits as set out in the Rules 5(2) and 5(3) of the aforesaid rules, forms part of this report.

26. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

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 this report.

27. ACKNOWLEDGEMENTS:

I would like to thank the Central Government, especially the Ministries of Tourism, Civil Aviation, External Affairs, Finance and also the Government of Goa for their continued assistance to the tourism industry. I would also like to thank the Wyndham Hotel Group, Bank of Baroda and Bank of India for their support. The employees and executives of the Ramada Caravela Beach Resort are our most important assets and deserve immense praise. A special thanks to our business associates, tour operators and travel agents. Last but not the least, I would like to thank all you shareholders for your faith in our Company.

For and on behalf of the Board of Directors

SUNDER G. ADVANI

Place: Mumbai Chairman & Managing Director

Date: July 28, 2016 (DIN 00001365)


Mar 31, 2015

The Members

The Directors have pleasure to present the 28th Annual Report of your Company together with the audited financial accounts for the year ended March 31,2015.

1. FINANCIAL RESULTS:

Your Company's financial performance for the year ended March 31,2015 is set out below:


For the year For the year ended ended Particulars March 31, 2015 March 31,2014

Total Income 4902.54 4133.31

Profit before Depreciation, Finance Costs and Tax 1171.62 835.63

Less: Depreciation. 450.26 316.74

Profit before Finance Costs and Tax 721.36 518.89

Less: Finance Costs 169.14 216.53

Profit before Tax 552.22 302.36

Less: Provision for Taxation:

-Current Tax 173.00 92.00

- Deferred Tax Liability/(Asset). 22.73 (21.64)

- Tax for earlier years. (3.64) 5.60

Profit for the year after Tax 360.13 226.40

Profit brought forward from last year 751.94 660.46

Adjustment of carrying amount of assets in terms of transitional provisions of Schedule II of the Companies Act, 2013 (net of Deferred Tax). (49.15) —

Profit available for appropriation 1062.92 886.86

Transfer to General Reserve. 30.00 6.00

Interim Dividend paid / Final Dividend. 194.12 110.93

Dividend Distribution Tax 39.02 17.99

Balance Profit carried to Balance Sheet 799.78 751.94

Basic and Diluted Earnings per Equity Share of^ 2/- each (in Rs.) 0.78 0.49

INCOME:

Your Company achieved a total turnover of ^490.3 Million as compared to ^413.3 Million in the previous year, registering a growth of 18.63% on a year to year basis. This increase was achieved without any expansion in room or food and beverage facilities. The Gross Profit Before Depreciation, Finance Costs and Tax increased by 40% from X 83.6 Million to ^117.2 Million.

DEPRECIATION:

The amount provided for depreciation has increased by 42% from ^31.7 Million to ^45 Million as a result of the change in depreciation policy introduced in the Companies Act, 2013.

FINANCE COSTS:

Finance Costs have reduced significantly from ^21.7 Million to ^16.9 Million. This result was achieved by lowering debt from ^160.65 Million to ^134.25 Million and conversion of high cost Rupee loan into FCNR(B) loan carrying much lower interest.

PROFIT BEFORE TAX:

Profit Before Tax has increased by 83% from ^30.2 Million to ^55.2 Million.

PROFIT AFTER TAX:

Profit for the year After Tax has increased by 59% from ^22.6 Million to ^36 Million.

2. DIVIDEND:

Your Directors are pleased to recommend an additional dividend of ^0.12 (6%) per equity share of ^2/- each as a final dividend. The Company had distributed an interim dividend in this financial year of ^ 0.30 (15%) per equity share of ^2/- each in February 2015. The total dividend for the financial year ended March 31,2015 would be ^0.42 (21%) per equity share of ^2/- each. The total outgo for the current year amounts to ^23.3 Million, including dividend distribution tax of ^3.9 Million as against ^12.9 Million, including dividend distribution tax of ^ 1.8 Million in the previous year.

During the year, the unclaimed dividend of ^0.30 million pertaining to the interim dividend for the year ended March 31,2007 was transferred to the Investor Education & Protection Fund within the prescribed time.

3. TRANSFER TO RESERVES:

The Company has transferred ^3 Million to General Reserves out of the amount available for appropriation.

4. ECONOMIC SCENARIO AND OUTLOOK:

India's GDP is expected to grow to almost 7.5% and is second only to China, where the growth rate is slackening. The increase in prosperity in India will lead to a larger spend on leisure and corporate get togethers at exotic locations. The recent decline in value of the Indian Rupee to ^64 to USD will encourage Indians to travel within India. Domestic tourism will grow and Goa and our Company will benefit from this trend.

As the Rupee depreciates, India will also become a cheaper holiday destination for foreign tourists. Foreign tourist arrivals into India and Goa will increase as a result of the policy of issuing tourist e-Visas to citizens of several countries.

5. UPGRADATION PLAN FOR 2015-16:

There are no major renovation plans for the next financial year as major renovations have already been made in recent years. The Ministry of Tourism, Government of India, New Delhi has classified Company's resort as "Five (*****) Star Deluxe Category" w.e.f. June 18, 2013 to June 17, 2018.

6. SUBSIDIARY / HOLDING COMPANY, ETC.:

The Company does not have any Subsidiary, Holding Company, Associate or Group Venture Company.

7. 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.

8. DOCUMENTS PLACED ON THE WEBSITE OF THE COMPANY (WWW.RAMADACARAVELA.COM):

The following documents have been placed on the website in compliance with the Act:

(a) Details of unpaid dividend as per Section 124(2);

(b) Corporate Social responsibility policy as per Section 134(4)(a);

(c) Financial Statements of the Company along with relevant documents as per third proviso to Section 136(1);

(d) Details of vigil mechanism for the directors and employees to report genuine concerns as per proviso to Section 177(10);

(e) Policy on Related Party Transactions pursuant to Clause 49 of the listing agreement;

(f) Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

(g) Disclosure of Insider Trading Policy as per the SEBI (Prohibition of Insider Trading) Regulations, 2015.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Though the provisions of the Schedule VII of the Companies Act, 2013 ('the Act') are not applicable to the Company during the financial year, the Company has undertaken projects voluntarily in the areas of Education, Livelihood, Health, Water and Sanitation.

During the current FY 2014-15, the Company's net profit before tax was above the limit of Rs. 5 crores, as set out under Section 135 of the Companies Act, 2013, and Companies (Corporate Social Responsibility Policy) Rules 2014. Accordingly, the Company has formed a CSR Committee, the details of which are set out in the Corporate Governance Report forming part of the Board's Report, and the prescribed amount will be spent during FY 2015- 16 on CSR activities under approval and supervision of CSR committee.

10. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder and the same have been posted on the website of the Company namely www.ramadacaravela.com. One minor complaint was received and resolved during the year.

11. HUMAN RESOURCES DEVELOPMENT:

The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. AHRIL's people centric focus, providing an open work environment fostering continuous improvement and development, helped several employees realise their career aspirations during the year.

Company's Health and Safety Policy commits to provide a healthy and safe work environment to all employees. The Company's progressive workplace policies and benefits, various employee engagement and welfare initiatives have addressed stress management and promoted work life balance.

12. BUSINESS RISK MANAGEMENT:

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report. The details of the CRMP are explained in the Corporate Governance Report and also posted on the Company's website viz www.ramadacaravela.com/ investorrelations.

The Company has a robust Business Risk Management (BRM) framework to identify, 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 framework has different risk models, which help in identifying risk trends, exposure and potential impact analysis at a Company level. Risk management forms an integral part of the Company's Mid-Term Planning cycle.

13. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not granted any loans or provided any guarantees or made investments, hence no disclosures, which are required under Section 186 of the Companies Act, 2013, are applicable for the year.

14. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditors monitor and evaluate the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all levels of the Company. Based on the report of internal auditors, the management undertakes corrective action in their respective areas and thereby strengthens the controls. Important audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

15. WHISTLE BLOWER POLICY:

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in force. The Policy was approved on August 1, 2014. The Whistle Blower Policy covers all employees and directors and is posted on the Company's website viz www.ramadacaravela.com/investorrelations).

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Board of Directors had appointed Adm. Sureesh Mehta (Retd.) and Mr. Adhiraj Harish as Directors of the Company in the category of Independent Directors with effect from September 24, 2014 and November 10, 2014 respectively. Thereafter, at the Extraordinary General Meeting (EGM) of the Company held on December 22, 2014, the Members of the Company appointed the said Directors as Independent Directors under the Companies Act, 2013 ('the Act') for a period of 5 years with effect from December 22, 2014.

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr. Prakash Mehta, Mr. Vinod Dhall, Adm. Sureesh Mehta (Retd.) and Mr. Adhiraj Harish were appointed as Independent Directors by the Shareholders at their meetings held on September 24, 2014 (AGM) and December 22, 2014 (EGM). The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as prescribed in Section 149(6) of the Act and there has been no change in the circumstances, which may affect their status as Independent Director during the year.

The Independent Directors are to hold office for a term of 5 years i.e. Mr. Prakash Mehta and Mr. Vinod Dhall till September 23, 2019 and Adm. Sureesh Mehta and Mr. Adhiraj Harish till December 21,2019.

Mr. K. Kannan, an Independent Director of the Company, ceased to be a Director of the Company with effect from December 18, 2014 due to his sad demise. The Board has placed on record its appreciation for the outstanding contributions made by Mr. K.Kannan during his tenure of office.

Mr. Anil Harish, an Independent Director of the Company, resigned from the Board of Directors with effect from September 30, 2014 to comply with the amendment to the Listing Agreement with the Stock Exchanges, which restricts maximum number of Directorships by the individuals. The Board has placed on record its appreciation for the outstanding contribution made by Mr. Anil Harish during his tenure of office.

In accordance with the provisions of the Companies Act, 2013, Mrs. Menaka S. Advani, Director of the Company, retires by rotation and is eligible for re-appointment.

Pursuant to the provisions of Section 203 of the Act, came into effect from April 1, 2014, the appointments of Mr. Sunder G. Advani, Chairman & Managing Director, Mr. Shankar Kulkarni, Chief Financial Officer and Mr. Raju

M. Bamane, Company Secretary, were formalized as the Key Managerial Personnel of the Company.

Mr. Raju M. Bamane, Company Secretary and Key Managerial Personnel of the Company, resigned from the services of the Company w.e.f. June 15, 2015. Another qualified Company Secretary has been appointed, who will be assuming charge from the third week of August 2015.

17. NUMBER OF MEETINGS OF THE BOARD:

The details of the number of meetings of the Board held during the financial year 2014-15 forms part of the Corporate Governance Report, which forms part of the Annual Report.

18. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive and Non-Executive Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, the Committee and individual directors was also discussed.

19. MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

20. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company's policy on Directors' appointment and remuneration and other matters provided in Section (3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Annual Report.

21. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

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 Companies Act, 2013.

For the year ended March 31,2015, 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, and implement new and / or improved controls wherever the effect of such gaps would have a material effect on the Company's operations.

22. AUDIT COMMITTEE:

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of the Annual Report.

23. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, as amended, with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the accounts for the financial year ended March 31,2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; if any;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit and loss of the Company for the year ended March 31,2015;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing fraud and other irregularities;

(iv) The Directors have prepared the annual accounts for the financial year ended March 31,2015 on a "going concern" basis;

(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. RELATED PARTY TRANSACTIONS:

During the period under review, the Company had not entered into any material transaction with any of its related parties. None of the transactions with any of the related parties were in conflict with the Company's interest. All related party transactions are negotiated on an arms length basis and are intended to further the Company's interest.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions are placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

25. STATUTORY AUDITORS:

At the 27th Annual General Meeting of the Company held on September 24, 2014, M/s. J. G. Verma & Co., Chartered Accountants, Mumbai, have been appointed as Statutory Auditors of the Company till conclusion of the Thirtieth Annual General Meeting of the Company to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting. As required under Clause 49 of the Listing Agreement, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. They are eligible to continue as Statutory Auditors for the financial year 2015-16. Your Board recommends ratification of their appointment as the Statutory Auditors at the ensuing Annual General Meeting.

The observations and comments given in the Auditors' Report read together with the notes to the accounts are self explanatory and hence, do not call for any further information and explanation under Section 134(3) of the Companies Act, 2013.

26. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Virendra G. Bhatt, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as "Annexure A".

27. DISCLOSURE REQUIREMENTS:

(a) As per Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report with Certificate thereon by the Company's Auditors and Management Discussion and Analysis are attached, which form part of this Report.

(b) Details of the familiarization programme of the Independent Directors are available on the website of the Company. (URL: www.ramadacaravela.com/investorrelations)

(c) Policy on dealing with related party transactions is available on the website of the Company. (URL: www.ramadacaravela.com/investorrelations)

(d) The Whistle Blower Policy is in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with Stock Exchanges and is available on the website of the Company (URL: www.ramadacaravela.com/investorrelations)

28. FIXED DEPOSITS:

The Company has not accepted or invited any fixed deposits from the public in the year under review.

29. CODE OF BUSINESS CONDUCT:

As per the Listing Agreement, the Board has a 'Code of Conduct' in place whereby all Board Members and Senior Management have declared and complied with the said Code. A declaration to this effect signed by the Chairman & Managing Director has been obtained.

30. LISTING:

Your Company's equity shares are listed on the Bombay Stock Exchange (BSE), National Stock Exchange (NSE) and Delhi Stock Exchange (DSE). Your Company has paid the Listing Fees for the financial year 2015-16 to BSE and NSE. The Listing Fee invoice from DSE is being followed up and awaited.

31. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 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 'B' hereto and forms part of this Report.

32. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C".

33. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 [Chapter XIII] is annexed herewith as "Annexure D".

34. ACKNOWLEDGEMENTS:

Your Directors appreciate the assistance provided by the bankers, the Goa Government and Wyndham Hotel Group (USA). We thank the Shareholders, our valued clients and the tour operators for their continued support. Your Directors also appreciate the contributions made by all employees to improve the operations of the Company.

For and on behalf of the Board of Directors SUNDER G. ADVANI

Place: Mumbai Chairman & Managing Director

Date: August 3, 2015 (DIN 00001365)


Mar 31, 2014

Dear members,

The Directors have pleasure to present the 27th Annual Report of your Company together with the audited financial accounts for the year ended March 31, 2014.

FINANCIAL RESULTS:

Your Company''s financial performance for the year ended March 31, 2014 is set out below:

(Rs. in Lakhs) For the year For the year ended ended Particulars March 31, 2014 March 31, 2013

Total Income 4133.31 3979.26

Profit before Depreciation, 835.63 910.24 Interest and Tax (PBDIT)

Depreciation 316.74 292.19

Profit before Interest and Tax 518.89 618.05

Interest 216.53 163.25

Profit before Tax and prior 302.36 454.80 adjustments

Prior period adjustments - 17.83

Profit before Tax 302.36 436.97

Less: Provision for Taxation:

-Current Tax 92.00 160.00

-Deferred Tax Liability/(Asset) (21.64) 10.53

- Tax for earlier years 5.60 3.79

Profit for the year after Tax 226.40 262.65

Profit brought forward from last 660.46 551.47 year

Profit available for appropriation 886.86 814.12

Transfer to General Reserve 6.00 14.00

Interim Dividend paid/Dividend 110.93 120.17

Dividend Tax 17.99 19.49

Balance Profit carried to Balance 751.94 660.46 Sheet

Basic and Diluted Earnings per Equity 0.49 0.57 Share of Rs. 2/- each (in Rs.)

PERFORMANCE/OPERATIONS:

Your Company achieved a total turnover of Rs. 4133 lakhs, as compared to Rs. 3979 lakhs in the previous year, registering a growth of 3.87% on a year to year basis. The Company carried out a total renovation of 62 guestrooms of the Oceanfront wing by replacing the flooring, furniture, beds, headboards, upholstery, carpets, air- conditioning, TVs, lighting and much of the bathrooms. Even though almost one third of the room inventory was not available for sale for the period between July and October, the Company was able to achieve a higher turnover. We have contracted these newly renovated rooms at substantially higher rates as they have been appreciated by all.

The Finance Costs have gone up from Rs. 163 Lakhs to Rs. 217 Lakhs due to borrowings made in the current year for renovation of these 62 rooms and replacement of all the cold storages in the kitchen. The Gross Operating Profit (PBDIT) declined 8% from Rs. 910 lakhs to Rs. 836 lakhs largely due to increased staff cost. The Company''s net profit after tax has decreased by 14% to Rs. 226 lakhs. The earnings per Equity Share, which has a face value of Rs. 2, decreased from Rs. 0.57 to Rs. 0.49.

DIVIDEND:

The Board of Directors had declared and paid an Interim Dividend of Rs. 0.24 per share (i.e. 12% on an equity share of par value of Rs. 2/- each) for the year 2013-14. This entailed an outflow of Rs. 129 lakhs, including the Dividend Tax thereon. The Board has recommended that this Interim Dividend be treated as the final dividend for the financial year 2013-14. Your Company has a high payout ratio of 57%.

TRANSFER TO RESERVE:

The Company has transferred Rs. 6 Lakhs to general reserve out of the amount available for appropriation and an amount of Rs. 752 Lakhs proposed to be retained in the Surplus in the Statement of Profit and Loss.

DIRECTORS:

Mr. Prakash Mehta and Mr. K. Kannan Independent directors of the Company, whose period of office is liable to determination by retirement by rotation under the applicable provisions of the erstwhile Companies Act, 1956 are being retired by rotation in this 27th Annual General Meeting ("AGM").

Pursuant to the provisions of Section 149 read with Schedule IV and other applicable provisions of the Companies Act, 2013, Mr. Prakash Mehta, Mr. K. Kannan and Mr. Anil Harish are eligible and offering themselves for appointment.

The Board of Directors of the Company in its meeting held on August 1, 2014 has appointed Mrs. Nina H. Advani as an Additional Director and Mr. Prahlad S. Advani as an Additional Director and Whole-time Director with effect from August 1, 2014 and being Additional Director they can hold Office of Director till the ensuing Annual General Meeting of the Company i.e. upto September 24, 2014.

In line with the requirements of the Companies Act, 2013, Mr. Prakash Mehta, Mr. K. Kannan and Mr. Anil Harish, satisfy the criteria of Independence Directors under Section 149(6) of the Act and are being appointed as Independent Directors, to hold office for a term of 5 years.

Mr. Vinod Dhall is proposed to be appointed as Independent Director for a term of 5 years and the approval of the shareholders is being sought at the ensuing AGM of the Company. Attention of the Members is drawn to Resolution No. 7 of the Notice and its related Explanatory Statement of the 27th Annual General Meeting.

The Board of Directors of the Company recommends the appointments of Mr. Prakash Mehta, Mr. K. Kannan, Mr. Anil Harish and Mr. Vinod Dhall as Independent Directors for the five consecutive years from the commencement of this 27th AGM i.e. September 24, 2014 and Mrs. Nina H. Advani as non Executive Director and Mr. Prahlad S. Advani as Whole-time Director, to the members of the Company for their approval.

UPGRADATION PLAN FOR 2014-15:

The Company plans to improve the public areas of the Hotel since all the guestrooms have been renovated. The restaurants in the lobby and the casino need to be upgraded. The swimming pool needs to be renovated along with new water proofing to reduce the loss of water.

FUTURE OUTLOOK:

The economies of Europe have not fully recovered. The growth of the Russian economy has slowed down partly as a result of the sanctions imposed by the US after the crisis in Ukraine. These events have a direct impact on the hotel industry in Goa and specially our hotel which relies heavily on Russian tourists. Fortunately, Russian tourists will be allowed to obtain Visas on Arrival at Goa airport in the next season and the traffic from Russia will increase substantially on this account.

The domestic demand for Goa hotels is also likely to increase as India''s GDP as a whole is likely to improve. Goa is becoming an even more popular wedding destination. The cost of travel to Goa is likely to come down due to competition. Moreover, very little new supply of hotel rooms is expected in Goa in the next few years as it takes considerable time for new projects to be approved and obtain the series of clearances required. As such, our hotel should do better in the future although employee costs will continue to put a pressure on margins.

CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS REPORT AND BUSINESS RESPONSIBILITY REPORT:

As per Clause 49 of the Listing Agreement entered into with Stock Exchanges Corporate Governance Report with auditors'' certificate thereon and Management Discussion and Analysis are attached and form part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required by Section 217(2AA) of the Companies Act, 1956 the Directors hereby confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made 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) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing fraud and other irregularities;

(iv) The annual accounts have been prepared on a "going concern" basis.

AUDITORS:

With respect to the captioned Matter of Emphasis in the Auditors'' Report read with Note No. 33.1(c) to the Financial Statements, the Directors do state that the Company has now received the requisite approval under Section 314(1B) of the Companies Act, 1956 in respect of Mr. Prahlad S. Advani, a relative of Director to hold and continue to hold an office or place of profit as Vice President and Asset Manager of the Company, from the Central Government vide its letter SRNo. B93872000 / 2014 - CL VII dated the August 13, 2014.

M/s. J. G. Verma & Company, Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the ensuing AGM and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. J. G. Verma & Company, Chartered Accountants as Statutory Auditors of the Company from the conclusion of the ensuing AGM till the conclusion of the Thirtieth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

FIXED DEPOSITS:

The Company has not accepted or invited any fixed deposits from the public in the year under review.

CODE OF BUSINESS CONDUCT:

As per the Listing Agreement, the Board has a ''Code of Conduct'' in place whereby all Board Members and Senior Management have declared and complied with the said Code. A declaration to this effect signed by the Chairman & Managing Director has been obtained.

LISTING:

Your Company''s equity shares are listed on the Bombay Stock Exchange, National Stock Exchange and Delhi Stock Exchange. Your Company has paid the Listing Fees for the financial year 2014-15.

ADDITIONAL INFORMATION:

(a) Conservation of Energy:

Your Company makes all efforts to reduce consumption and cost of energy on a regular basis.

In 2012-13, the Company bought a new LT Panel with an in-built PLC (Program Logic Controller), which ensures that the DG Sets run at the optimum load to conserve diesel. This new LT Panel capacitor bank has also ensured that we have a Power Factor of 99%. We have got a credit on our electricity bills from the Government Electricity Department each month due to this efficient Panel.

Furthermore, the Company has procured a new 1 ton IBR boiler from Thermax with a good system for condensate recovery. As a result, we have saved approximately Rs. 125 Lakh per month on diesel and also improved the laundry operation.

The Company has installed a new Gas Bank with high safety standards and this new Gas System is also saving the hotel about Rs. 50,000 per month.

In 2013 the company procured new cold rooms with high efficiently Bitzer compressors from Germany. This has led to more efficient cooling and conservation of energy. Lastly, in 2013 we replaced 62 old Fan-coil units with new improved units from Trane. This combined with our in- room energy saving device has reduced the load on the HVAC System.

(b) Technology absorption:

The relevant particulars relating to technology absorption in terms of Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable as the hotel forms a part of the service industry and as such the Company does not have any manufacturing operations.

ACKNOWLEDGEMENTS:

Your Directors appreciate the assistance provided by the bankers, the Goa Government and Wyndham Hotel Group (USA). We thank the Shareholders, our valued clients and the tour operators for their continued support. Your Directors also appreciate the contributions made by all employees to improve the operations of the Company

For and on behalf of the Board of Directors

Place: Mumbai SUNDER G. ADVANI Date: August 26, 2014 Chairman & Managing Director


Mar 31, 2013

The Directors have pleasure to present the 26th Annual Report of your Company together with the audited financial accounts for the year ended March 31, 2013.

FINANCIAL RESULTS:

Your Company''s financial performance for the year ended March 31, 2013 is set out below:

(Rs. in Lakhs)

For the year For the year ended ended Particulars March 31, 2013 March 31, 2012

Total Income 3979.26 3738.92

Profit before Depreciation, Interest and Tax (PBDIT) 910.24 793.42

Depreciation 292.19 270.70

Profit before Interest and Tax 618.05 522.72

Interest 163.25 183.88

Profit before Tax and prior adjustments 454.80 338.84

Prior period adjustments 17.83

Profit before Tax 436.97 338.84

Provision for Taxation:

– Current Tax 160.00 85.00

– Deferred Tax 10.53 29.98

– Tax for earlier years 3.79

Profit for the year after Tax 262.65 223.86

Profit brought forward from last year 551.47 462.18

Profit available for appropriation 814.12 686.04

Transfer to General Reserve 14.00 6.00

Interim Dividend paid/Dividend 120.17 110.93

Dividend Tax 19.49 17.64

Balance Profit carried to Balance Sheet 660.46 551.47

Basic and Diluted Earnings per Equity Share of Rs.2/- each (in Rs.) 0.57 0.49

PERFORMANCE/OPERATIONS:

Your Company achieved a total turnover of Rs.3979.26 lakhs, as compared to Rs.3738.92 lakhs in the previous year, registering a growth of 6.4% on a year to year basis. This growth was achieved even though the income from the casino in the hotel declined substantially from Rs.128 lakhs to Rs.34 lakhs, as we voluntarily surrendered our casino licence on 1st June 2012, when the Government of Goa increased the annual license fee from Rs.7.6 lakhs to a whopping Rs.250 lakhs. The operations of the casino were restarted on 22nd January 2013, after the Government issued a fresh notification that the increase in fee was effective from 24th April 2013. Since the Government has not relaxed the annual recurring fee of Rs.250 lakhs, we had no option but to stop the casino from 24th April 2013.

The depreciation was higher by Rs.22 lakhs, as the Company made certain required replacements of old equipment amounting to Rs.406.95 lakhs, including new transformers/LT Panels etc. Your Company always uses the slack months between June and October to improve the facilities of the 5-star deluxe resort in Goa. During this period, the Company changed the obsolete LT Panels and this will ensure the power supply is restored to hotel by our generator within 15 seconds of a power failure. In addition, we changed the Transformers and added a new Steam Boiler to save energy. We also improved the fire suppression system and upgraded the Diesel Tanks and Gas Bank to comply with the latest Fire & Safety Standards. These changes will also benefit our Company from a risk point of view. In order to carry out this limited renovation, the hotel had to be totally shut for about 10 days in August 2012.

Your Company has also managed to curtail interest costs, which have decreased from Rs.183.88 lakhs to Rs.163.25 lakhs. Your Company has been conservative in borrowing and the debt equity ratio is only 0.36. The profit for the year before tax increased 29% from Rs.338.84 lakhs to Rs.436.97 lakhs, which has increased income tax from Rs.85 lakhs in the previous year to Rs.160 lakhs in the current year. As a result, your Company''s net profit after tax increased by only 17% to Rs.262.65 lakhs. The earnings per Equity Share, which has a face value of Rs.2/-, increased by 16.33% from Rs.0.49 to Rs.0.57.

DIVIDEND:

The Board of Directors had made the payment of Interim Dividend of Rs. 0.26 per Share (i.e. 13% on an equity share of face value of Rs.2/- each) for the year 2012-13 on 2nd March 2013. This entailed an outflow of Rs.139.66 lakhs, including the Dividend Tax thereon. The Board has recommended that this Interim Dividend be treated as the final dividend for the financial year 2012-13. Your Company has a high payout ratio of 53%.

DIRECTORS:

As per the provisions of Section 255 and Section 256 of the Companies Act, 1956, Mr. Anil Harish and Mrs. Menaka S. Advani retire by rotation and being eligible, have offered themselves for re-appointment. A brief background of the retiring Directors seeking re-appointment at the ensuing AGM of the Company, along with their experience, is annexed to the Notice forming part of the Annual Report.

UPGRADATION PLAN FOR 2013:

Your Company was finding that some of the hotel guests were complaining of the standard rooms in the New Wing, which had not been renovated from the date they were built about eighteen years ago. After completion of the financial year, your Company has taken steps to improve the quality of these rooms by partially redoing the bathrooms and guestrooms, including replacement of the beds, upholstery, TV''s and light fittings of these rooms. One sample room has been completed and work will commence on balance rooms from 15th July 2013, and will be completed by October 2013, when the hotel''s occupancy will be at the lowest. In addition, to ensure good levels of hygiene and food safety, we are currently renovating all our 8 walk-in refrigerators / cold rooms. This will help us meet the standards required by the Tour Operator Health and Safety Audits, and also save energy.

FUTURE OUTLOOK:

Your Company is a major player in the foreign market and obtained higher occupancy and higher rates during the period November to March, which is the peak season for foreign charter flights to Goa. For the first time in the history of Goa''s tourism, the Dabolim International airport received the highest charter arrivals with over 1020 flights between October and April. During October and May of the last year the Goa airport received only 900 flights. Even though foreign charter flights have been increasing in recent years, there are some bottlenecks, which have prevented Goa from reaching its full potential. The brand new international terminal at Dabolim International Airport, which was scheduled to open in March 2013, is now scheduled to open in the near future. Requests made by foreign airlines for time slots for landing were not being given. However, when the new international terminal opens with 5 aerobridges, the traffic will increase substantially, especially since the building is three times as spacious with 64 instead of 32 check-in counters. The Government of Goa is also adding to the infrastructure for tourism, as this is now the major revenue earner for the State after a temporary shutdown of much of the mining industry. Your Company''s future looks bright, especially since very little new supply is forthcoming to cater to this increase in demand.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required by Section 217 (2AA) of the Companies Act, 1956 the Directors hereby confirm that:

(i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and that there are no material departures;

(ii) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made 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) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing fraud and other irregularities;

(iv) The annual accounts have been prepared on a "going concern” basis.

CORPORATE GOVERNANCE:

The Company has complied with the requirements regarding the Corporate Governance as required under Clause 49 of the Listing Agreement.

The report on Management Discussion and Analysis, Corporate Governance as well as the Auditors'' Certificate on the compliance of Corporate Governance form part of the Annual Report.

AUDITORS:

M/s. J. G. Verma & Company, Chartered Accountants and the Independent Auditors of the Company are due to retire at the forthcoming Annual General Meeting. They have confirmed that they are eligible and they have offered themselves for reappointment. Their reappointment, if made, will be within the limits of Section 224(1B) of the Companies Act, 1956.

FIXED DEPOSITS:

The Company has not accepted or invited any fixed deposits from the public in the year under review.

CODE OF BUSINESS CONDUCT:

As per the Listing Agreement, the Board has a ''Code of Conduct'' in place whereby all Board Members and Senior Management have declared and complied with the said Code. A declaration to this effect signed by the Chairman & Managing Director has been obtained.

LISTING:

Your Company''s equity shares are listed on the Bombay Stock Exchange, National Stock Exchange and Delhi Stock Exchange.

ADDITIONAL INFORMATION:

(a) Conservation of Energy:

Your Company makes all efforts to reduce consumption and cost of energy on a regular basis.

In 2012-13, the Company bought a new LT Panel with an in-built PLC (Program Logic Controller), which ensures that the DG Sets run at the optimum load to conserve diesel. this new LT Panel capacitor bank has also ensured that we have a Power Factor of 99%. We have got a credit on our electricity bills from the Government Electricity Department each month due to this efficient Panel.

Furthermore, the Company has procured a new 1 ton IBR boiler from Thermax with a good system for condensate recovery. As a result, we have saved approximately Rs.1.50 lakhs per month on diesel and also improved the laundry operation. lastly, the Company has installed a new Gas Bank with high safety standards and this new Gas System is also saving the hotel about Rs. 50,000 per month.

(b) Technology absorption:

The relevant particulars relating to technology absorption in terms of Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable as the hotel forms a part of the service industry and as such the Company does not have any manufacturing operations.

(c) Foreign Exchange Earnings and Outgo:

The Company''s foreign exchange earnings for the current year were Rs.2167 lakhs (previous year Rs.1652 lakhs). The total outgo in foreign exchange for the current year was Rs.282 lakhs (previous year Rs.330 lakhs).

ACKNOWLEDGEMENTS:

Your Directors thank the Company''s bankers, the Wyndham Hotel Group International, the Goa Government, the Government of India, the Shareholders, our valued clients and the suppliers for their continued support during the year. Your Directors also appreciate the contributions made by all employees to improve the operations of the Company.

For and on behalf of the Board of Directors

Place: Mumbai SUNDER G. ADVANI

Date: May 13, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors are pleased to present the 25th Annual Report and the audited accounts for the financial year ended March 31, 2012.

FINANCIAL RESULTS:

Your Company's financial performance for the year ended March 31, 2012 is set out below:

(Rs. in Lakhs)

Item 2011-12 2010-11

Total Income 3738.92 3521.89

Profit before Depreciation, Interest and Tax (PBDIT) 793.42 476.68

Less: Depreciation 270.70 247.97

Profit before Interest and Tax 522.72 228.71

Less: Interest 183.88 132.18

Profit before Tax and Exceptional Items 338.84 96.53

Add: Exceptional Items — 78.00

Profit before Tax 338.84 174.53

Less: Provision for:

— Current Tax 85.00 —

— Deferred Tax 29.98 34.37

Profit for the year after Tax 223.86 140.16

Add: Profit brought forward 462.17 384.92

Excess Tax provision for earlier year — 44.88

Profit available for appropriation 686.04 569.96

Less: Transfer to General Reserve 6.00 —

Less: Interim Dividend paid/Dividend 110.93 92.44

Less: Dividend Tax 18.00 15.35

Add: Excess Dividend Tax provision written back 0.36 —

Balance Profit carried to Balance Sheet 551.47 462.17

Basic and Diluted Earnings per Equity Share of Rs. 2/- each (in Rs.)..............0.49 0.30

SILVER JUBILEE YEAR OF THE COMPANY:

Your Company has completed 25 years in 2012. Your Company has over the years served thousands of satisfied guests, many of whom are repeat clients. The Bankers and other stakeholders have supported your Company in good and bad times. Ethics, transparency and values are the foundations of your Company.

PERFORMANCE / OPERATIONS:

Although your Company's total income for the financial year 2011-12 increased by only 6% from Rs. 3522 lakhs to Rs. 3739 lakhs, the profit before depreciation, interest and tax increased by 66% to Rs. 793 lakhs, as against Rs. 477 lakhs. The profit for the year before tax and exceptional items increased by 251% to Rs. 339 lakhs. Your Company's profit after tax increased by 60% to Rs. 224 lakhs, as compared to Rs. 140 lakhs in the previous year.

DIVIDEND:

Your Directors have declared and paid an Interim Dividend of Re. 0.24 (12%) per equity share of Rs. 2 each [previous year Final Dividend Re. 0.20 (10%) per share] for the financial year 2011-12 and the same be treated as final dividend for the year 2011-12. The outflow on account of dividend was Rs. 129 lakhs inclusive of Dividend Tax.

DIRECTORS:

As per the provisions of Section 255 and Section 256 of the Companies Act, 1956, Mr. K. Kannan and Mr. Prakash V. Mehta, Directors of the Company, retire by rotation and being eligible, have offered themselves for re-appointment. A brief resume of the Directors seeking re-appointment in the forthcoming Annual General Meeting along with their experience is annexed to the Notice forming part of the Annual Report.

UPGRADATION PLAN:

After the completion of the financial year, the Company has started replacing certain mechanical equipment including Transformer, LT Panels, Boiler, Gas Bank etc. which have exceeded their useful life. The Company has appointed an Interior Designer to suggest improvements to the public areas and these will be evaluated and work carried out in the near future, as these areas have not been improved since the construction of the hotel.

FUTURE OUTLOOK:

The Company is making efforts to increase the revenues of the hotel by obtaining higher room rates both from the foreign and domestic clients. The Government of Goa has announced plans to double the number of tourists in the next few years by building a large convention centre for 10,000 persons very close to our hotel. The present Dabolim International Airport is also being expanded by adding a separate terminal with several aero bridges. This will be ready in the near future and lead to an increase in passengers visiting Goa. The Government is also planning to add to the tourist infrastructure by building marinas, cable cars and other attractions. Since very little new supply of rooms is forthcoming, our hotel will do better in future.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required by Section 217 (2AA) of the Companies Act, 1956 the Directors hereby confirm that:

(i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and that there are no material departures;

(ii) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made 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) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing fraud and other irregularities;

(iv) The annual accounts have been prepared on a "going concern" basis.

CORPORATE GOVERNANCE:

The Company has complied with the requirements regarding the Corporate Governance as required under Clause 49 of the Listing Agreement.

The report on Management Discussion and Analysis, Corporate Governance as well as the Auditors' Certificate on the compliance of Corporate Governance form part of the Annual Report.

AUDITORS:

M/s. J. G. Verma & Company, Chartered Accountants and the Statutory Auditors of the Company are due to retire at the forthcoming Annual General Meeting. They have confirmed that they are eligible and they have offered themselves for re-appointment. Their re-appointment if made will be within the limits of Section 224(1B) of the Companies Act, 1956.

FIXED DEPOSITS:

The Company has not accepted or invited any fixed deposits from the public in the year under review.

CODE OF BUSINESS CONDUCT:

As per the Listing Agreement, the Board has a 'Code of Conduct' in place whereby all Board Members and Senior Management have declared and complied with the said Code. A declaration to this effect signed by the Chairman & Managing Director has been obtained.

LISTING:

Your Company's equity shares are listed on the Bombay Stock Exchange, National Stock Exchange and Delhi Stock Exchange. Your Company has paid the Listing Fees for the financial year 2012-13.

ADDITIONAL INFORMATION:

(a) Conservation of Energy:

Your Company makes all efforts to reduce consumption and cost of energy on a regular basis. The Company has energy conserving DG Sets from Caterpillar, very efficient screw chillers from Trane, Meiko German dishwashers with an in-built heat exchanger for energy saving. The Company has also installed several VFDs (Variable Frequency Drives) on certain pumps to save energy.

(b) Technology absorption:

The relevant particulars relating to technology absorption in terms of Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable as the hotel forms a part of the service industry and as such the Company does not have any manufacturing operations.

(c) Foreign Exchange Earnings and Outgo:

The Company's foreign exchange earnings for the current year were Rs. 1652 lakhs (previous year Rs. 1274 lakhs). The total outgo in foreign exchange for the current year was Rs. 330 lakhs (previous year Rs. 700 lakhs).

PARTICULARS OF EMPLOYEES:

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is as follows:

ACKNOWLEDGEMENTS:

Your Directors thank the Company's bankers, the Wyndham Hotel Group International, the Goa Government, the Government of India, the Shareholders, our valued clients and the suppliers for their continued support during the year. Your Directors also appreciate the contributions made by all employees to improve the operations of the Company.

For and on behalf of the Board of Directors

Place: Mumbai SUNDER G. ADVANI

Date: July 10, 2012 Chairman & Managing Director


Mar 31, 2011

Dear Members,

The Directors are pleased to present the 24th Annual Report and the audited accounts for the financial year ended March 31, 2011.

1. Financial Results:

Your Company's financial performance for the year ended March 31, 2011 is set out below:

(Rs. in Lakhs)

Item Year ended Year ended March 31, March 31, 2010 2010

Total Income 3502.43 3239.69

Profit before interest, depreciation, tax and exceptional items 470.59 371.40

Interest 126.09 123.60

Depreciation 247.97 248.98

Profit/(Loss) before tax and exceptional items 96.53 (1.18)

Exceptional items 78.00 147.04

Profit before tax 174.53 145.86

Less: Provision for:

Current tax - 37.00

Deferred tax 34.37 31.96

Profit for the year after tax 140.16 76.90

Add: Profit brought forward 384.92 361.92

Excess Tax provision for earlier year 44.88 -

Profit available for appropriation 569.96 438.82

Less:Dividend 92.44 46.22

Less: Dividend Tax 15.35 7.68

Balance Profit carried to Balance Sheet 462.17 384.92

Basic and Diluted Earnings per Equity Share of Rs.2/- each (in Rs.) 0.30 0.17

2. DIVIDEND:

Your Directors have recommended a dividend of Rs. 0.20 (10%) per equity share of Rs. 2 each [previous year Rs. 0.10 (5%) per share] for the financial year 2010-2011, which if approved at the forthcoming Annual General Meeting, will be paid to the shareholders. The payment of dividend would involve an outgo of Rs. 92 lakhs for dividend and a tax thereon of Rs. 15 lakhs.

3. DIRECTORS:

As per the provisions of Section 255 and Section 256 of the Companies Act, 1956, Mr. Anil Harish and Mrs.Menaka Advani, Directors of the Company, retire by rotation and being eligible, have offered themselves for reappointment. A brief resume of the Directors seeking reappointment in the forthcoming Annual General Meeting along with their nature of experience is annexed to the Notice forming part of the Annual Report.

4. UPGRADATION PLAN:

Over the years, your Company has had special attraction for the European holiday makers, who found our architecturally well-designed hotel with Goa's best beach attached, as a USP. A major part of revenue accrued from the foreign market. As a result of the decline in the economies of the Western European countries, your Company's foreign business suffered a loss in revenues, especially after the 26 November 2008 Mumbai terrorist attacks. Your Company has had to adapt its product to be more attractive for the domestic client, who spends more time in the guest room itself. Three years ago, we redesigned our North Wing of 60 rooms for the upmarket domestic travelers by incorporating large bathrooms and rich interiors. Thereafter, we totally redesigned three Villas to make two large Presidential Villas suitable for the highest level dignitary. During this financial year, we undertook and completed improving the decor of 20 guestrooms in the South Wing. Starting this month, we have commenced renovation of the balance 42 rooms in the South Wing. Although these rooms will not be as elaborately furnished as the North Wing rooms, all these rooms will have flat screen TV's and new furniture with a better design and layout for the domestic clients. We will now be able to attract more weddings and upmarket conferences at higher room rates to bolster revenues in future.

5. FUTURE OUTLOOK:

The Current year has had a good start with sales of the hotel for April going up to Rs.302 lakhs as compared to Rs.249 lakhs for the corresponding period in the last year. The Gross Operating Profit is also considerably higher at Rs.96 lakhs as compared to Rs.42 lakhs.

The domestic market looks more promising and efforts will be made to attract higher paying clients, especially those wanting a romantic venue for weddings. The newly renovated rooms, which will have higher room rates, will be fully operational by October 2011. Talks have been started with some international hotel chains for tie-ups to position our hotel differently.

Our Company is also considering to build on the unutilized portion of our 24 acre property to generate further revenues.

6. SUBSIDIARY COMPANIES:

As informed in the last Annual Report, Advani Pleasure Cruise Company Private Limited (APCCPL) ceased to be a subsidiary with effect from September 20, 2010. The offshore casino license held by our Company has also been transferred to APCCPL after the close of this financial year and the Bank Guarantee given by the Company has been cancelled. The Company has also applied for the closure of Advani Flight Catering Services Private Limited and the final approval is awaited.

7. DIRECTORS' RESPONSIBILITY STATEMENT:

As required by Section 217 (2AA) of the Companies Act, 1956 the Directors hereby confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made 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) Proper and sufficient care has been Jaken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing fraud and other irregularities;

(iv) The annual accounts have been prepared on a "going concern" basis.

8. CORPORATE GOVERNANCE:

The Company has complied with the requirements regarding the Corporate Governance as required under Clause 49 of the Listing Agreement.

The report on Management Discussion and Analysis, Corporate Governance as well as the Auditors' Certificate on the compliance of Corporate Governance form part of the Annual Report.

9. AUDITORS:

M/s. J. G. Verma & Company, Chartered Accountants and the Statutory Auditors of the Company are due to retire at the forthcoming Annual General Meeting. They have confirmed that they are eligible and they have offered themselves for reappointment. Their reappointment if made will be within the limits of Section 224(1 B) of the Companies Act, 1956.

10. FIXED DEPOSITS:

The Company has not accepted or invited any fixed deposits from the public in the year under review.

11. CODE OF BUSINESS CONDUCT:

As per the Listing Agreement, the Board has a 'Code of Conduct' in place whereby all Board Members and Senior Management have declared and complied with the said Code. A declaration to this effect signed by the Chairman & Managing Director has been obtained.

12. LISTING:

Your Company's equity shares are listed on the Bombay Stock Exchange, National Stock Exchange and Delhi Stock Exchange. Your Company has paid the Listing Fees for the financial year 2011-12.

13. ADDITIONAL INFORMATION:

(a) Conservation of Energy:

Your Company makes all efforts to reduce consumption and cost of energy on a regular basis. During the last renovation, thermostats made by Honeywell USA were installed in rooms which facilitates automatic cut-off of power to the room when it is not occupied.

(b) Technology absorption:

The relevant particulars relating to technology absorption in terms of Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable as the hotel forms a part of the service industry and as such the Company does not have any significant manufacturing operations.

(c) Foreign Exchange Earnings and Outgo:

The Company's foreign exchange earnings for the current year were Rs.1274 lakhs (previous year Rs. 1036 lakhs). The total outgo in foreign exchange for the current year were Rs.700 lakhs (previous year Rs. 494 lakhs).

14. PARTICULARS OF EMPLOYEES:

During the year under review, the Company has not employed any person who was in receipt of remuneration which, in aggregate, exceeds the limit fixed under Section 217(2A) of the Companies Act, 1956.

15. ACKNOWLEDGEMENTS:

Your Directors thank the Company's bankers, the Wyndham Hotel Group International, the Shareholders, our valued clients and the suppliers for their continued support during the year. Your Directors also appreciate the contributions made by all employees to improve the operations of the Company.

For and on behalf of the Board of Directors

SUNDER G. ADVANI Chairman & Managing Director

Place : Mumbai Date : May 13, 2011


Mar 31, 2010

The Directors are pleased to present the 23rd Annual Report of the Company along with the audited Profit & Loss Account for the year ended 31st March 2010 and the Balance Sheet as on that date.

Financial Results:

Your Companys performance for the year ended March 31, 2010 is summarized below:

(Rs. in Lakhs)

Item Year ended Year ended March 31, 2010 March 31, 2009

Operating Income ................ 3164.31 3057.38

Other Income .................... 75.37 309.78

Total Income 3239.68 3367.16

Profit before depreciation, interest, tax and exceptional items ............... 371.40 587.22

Less: Interest................... 123.60 165.85

Profit/(Loss) before depreciation, tax and exceptional items 247.80 421.37

Less: Depreciation............... 248.98 250.86

Profit/(Loss) before tax and exceptional items ............... (1.18) 170.51

Add/(Less): Exceptional items (net)...................... 147.04 (222.34)

Profit/(Loss) before tax ........ 145.86 (51.83)

Less: Provision for:

Current tax....................... 37.00 77.00

Deferred tax liability/(asset)..... 31.96 (145.56)

Fringe Benefit tax................. -- 11.58

Profit after tax................... 76.90 5.15

Add: Profit brought forward from previous year...................... 361.92 643.68

Less: Adjustment on adoption of AS-11 Notification................ -- 86.91

Profit available for appropriation ...................... 438.82 561.92

Less: Dividend and tax thereon....... 53.90 --

Less: Transfer to General Reserve..... -- 200.00

Balance Profit carried to Balance Sheet......................... 384.92 361.92

Basic and Diluted Earnings per share (in Rs.)........................ 0.17 0.01

Income:

The total income for the year ended 31st March 2010 at Rs.3240 lakhs is lower by 3.8% as compared to Rs.3367 lakhs during the previous year. However, the income from Operations for the year has gone up from Rs.3057 lakhs to Rs.3164 lakhs even though income for the previous year included two months operational income of the Airport Plaza catering unit. The other income has gone down significantly during this financial year as no dividend income was received from the erstwhile subsidiary (Advani Pleasure Cruise Company Private Limited [APCCPL]) as compared to Rs. 166 lakhs received in the previous financial year.

Interest and Depreciation:

Interest costs for the year ended 31s1 March 2010 stood at Rs.124 lakhs, which represents a reduction of Rs.42 lakhs or 25% over the previous year. This has been achieved by bringing down the Secured Loans from Rs.1128 lakhs to only Rs.960 lakhs and the lower LIBOR rate during the year. Unsecured Loans did go up by Rs.512 lakhs for a short period. This amount was given by the intended acquirer of APCCPL as an interest-free loan to facilitate renewal of the Companys Casino Licence used by APCCPL and has since been repaid. The Unsecured Loans of the Company as of date stand at Rs.125 lakhs as compared to Rs.614 lakhs as on March 31, 2010. The figures for depreciation are almost the same as no additional capital expenditures were carried out.

Profits:

The Profit for the year before tax is Rs.146 lakhs as compared to a loss of Rs.52 lakhs. Since the sale of our investment in APCCPL has been completed during the year, the provision made in previous year for diminution in value of investment in APCCPL has been reversed during the year. The net excess provision of Rs.147 lakhs has been added to profits as exceptional item.

Consolidated Financial Results:

The Consolidated Results for this financial year include the standalone results as well as the operations of APCCPL. APCCPL, which was operated by Casinos Austria International had been making considerable losses due to competition from other new offshore casinos. Subsequently, the business operations were suspended from 12th June 2009.

The total income of APCCPL for the year 2009-10 declined to Rs.91 lakhs as against Rs.2320 lakhs during the previous year. The loss after tax for the year 2009-10 was Rs.1327 lakhs as against Rs 79 lakhs last year. As a prudent accounting policy, APCCPL has written off the assets on the leased ship M.V. Caravela amounting to Rs.339 lakhs in the year 2009-10. These assets were not removed from the Ship on expiry of the lease and the same is also included in the above loss. APCCPL has made cumulative loss of Rs.822 lakhs upto March 31, 2010 of which 51% is reflected in the consolidated accounts.

Considering the above, the Board of Directors has sold the 51% investment in APCCPL to Delta Corp Ltd. for a consideration of Rs.245 lakhs which sale was completed on 20* September 2010. APCCPL has thus ceased to be Companys subsidiary with effect from that date.

Dividend:

In view of the improved results and the sale of the investment in the loss-making APCCPL, the Board has recommended a dividend of Rs.0.10 per Share (i.e. @ 5%) in respect of the financial year 2009-10 and the same will be paid to the shareholders subject to the approval at the Annual General Meeting.

The tax on dividends will be borne by the Company as per the Income-tax Act provisions.

Future Outlook:

The business from the foreign tourists is expected to be much higher due to increased flights into Goa from Russia and its neighbouring countries whose economies have not been adversely affected. There is also an increase in domestic traffic into Goa due to improvement in the disposable income available with individuals and the better performance of the corporates and the stock market. Although Indians are travelling abroad extensively for holidays, there is a decline in cost of air travel within India.

Your Company has maintained the sales of about Rs.1190 lakhs for the half-year despite the unexpected heavy rainfall in Goa and other parts of India. The net loss for the half-year has been reduced by Rs.84 lakhs. Your Company expects to do better than last year as occupancy rates are higher with the early start of the foreign season in October. The Indian economy is going to do even better and coupled with the boom in the stock market, domestic travel to Goa will also increase.

Renovation:

The Company managed to do a limited touch up of some of the hotel guest rooms in the period between May and October 2009. Since there have been some complaints of mustiness of a particular section of the hotel, the 20 rooms in this section have been upgraded in the period between May and October 2010. A new conference facility has also been created during the above period, which will add to the revenues for the financial year 2010-11.

Subsidiary Companies:

As informed in our Directors Report last year, APCCPL had been making losses and the operations of the casino on the leased ship Caravela had been suspended from 12th June, 2009. Your Company had a 51% stake in APCCPL. The balance 49% of the equity in APCCPL was held by Casinos Austria International, who did not wish to provide any matching funds to cover the recurring losses. Your Company did not wish to borrow unilaterally to fund the negative cash flow due to competition from other Casino ships. Your Company had already provided substantial amounts to APCCPL unilaterally and felt it would be prudent to sell the shareholding in APCCPL instead of putting more funds in APCCPL over which the Company had no operational control.

On 19th January 2010 your Company entered info a Share Purchase Agreement (SPA) to seff the 51% stake in APCCPL to Delta Corp Limited whereby all the funds provided to APCCPL would be returned and liabilities as of that date and thereafter absorbed by Delta. Subsequently, Delta wished to renegotiate the commercials and after protracted discussions a new SPA was signed on 20th September 2010. Your Company has managed to recover most of the funds provided to APCCPL and also freed itself from the Corporate Guarantee of Rs.836.40 lakhs given exclusively by your Company to the Bankers for a loan provided to APCCPL.

Pursuant to the sale of the 51% investment, APCCPL has ceased to be a subsidiary of the Company w.e.f. 20th September 2010.

The other subsidiary Company Advani Flight Catering Services Private Limited has not yet commenced operations.

The Ministry of Corporate Affairs, New Delhi has vide its Order No. 47/373/2010-CL-111 dated 17th May 2010 exempted the Company from the requirement of attaching the Financial statements of its subsidiaries in terms of Section 212(1) of the Companies Act, 1956. As per the order, a gist of the financial statements of the subsidiary companies has been prepared and forms part of the annual report. The accounts of the subsidiary companies and other detailed information will be made available to the Shareholders on request.

Directors Responsibility Statement:

As required by Section 217 (2AA) of the Companies Act, 1956 the Directors hereby confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made 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) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

Directors:

Mr. K. Kannan and Mr. Prakash V. Mehta, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Corporate Governance:

The Company has complied with the requirements regarding the Corporate Governance as required under Clause 49 of the Listing Agreement.

The report on Management Discussion and Analysis, Corporate Governance as well as the Auditors Certificate on the compliance of Corporate Governance, form part of the Annual Report.

Additional Information:

(a) Conservation of Energy

Energy conservation continues to receive utmost priority and the Company monitors energy costs and reviews the consumption of energy on a regular basis. The Company wherever necessary also initiates appropriate measures to reduce consumption of electricity.

(b) Technology Absorption

The relevant particulars relating to technology absorption in terms of Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is not applicable as the hotel forms a part of the service industry and as such the Company does not have any significant manufacturing operations.

(c) Foreign Exchange Earnings and Outgo

The Companys foreign exchange earnings were Rs. 103,564,239/- (previous year Rs. 154,289,333/-) whereas the outgo was only Rs.49,396,473/- (previous year Rs.58,404,481/-). The relevant details are given in the notes to Accounts.

Auditors:

M/s. J. G. Verma & Co., Chartered Accountants, Mumbai, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Particulars of Employees:

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given in the annexure.

Acknowledgment:

Your Directors thank the Companys bankers, investors, the WYNDHAM Hotel Group International and clientele for their continued support during the year. Your Directors also appreciate the hard work put in by all employees of the Company.

For and on behalf of the Board of Directors

Place: Mumbai SUNDER G. ADVANI

Date: November 4, 2010 Chairman & Managing Director

Get Instant News Updates
Enable
x
Notification Settings X
Time Settings
Done
Clear Notification X
Do you want to clear all the notifications from your inbox?
Settings X