Directors' Report to the Members
The Directors take pleasure in presenting the 35th Annual
Report of your Company together with the Audited Financial Statements for the year ended
March 31, 2022.
1. FINANCIAL RESULTS:
Your Company's financial performance for the year ended March 31, 2022
is set out below:
(Rs in Millions)
| Particulars |
March 31, 2022 |
March 31,2021 |
| Total Income |
522.21 |
281.78 |
| Profit / (Loss) before Depreciation, Finance Costs and Tax |
116.52 |
(19.88) |
| Less: Depreciation |
28.68 |
32.68 |
| Profit / (Loss) before Finance Costs and Tax |
87.85 |
(52.56) |
| Less: Finance Costs |
0.61 |
1.95 |
| Profit / (Loss) before Tax |
87.24 |
(54.51) |
| Less: Provision for Taxation |
|
|
| Current Tax |
10.20 |
0.00 |
| Deferred Tax Liability / (Asset) |
11.96 |
(13.78) |
| Tax for earlier years |
0.00 |
0.08 |
| Profit / (Loss) for the year After Tax |
65.08 |
(40.81) |
| Other Comprehensive Income (OCI) Net of tax |
0.97 |
0.30 |
| Total Comprehensive Income / (Loss) for the year |
66.05 |
(40.51) |
| Profit brought forward from last year |
151.09 |
191.60 |
| Adjustment on initial adoption of Ind AS 116 |
0.00 |
0.00 |
| Profit Available for Appropriation |
217.14 |
151.09 |
| Balance Profit carried to the Balance Sheet |
217.14 |
151.09 |
| Basic and Diluted Earnings per Equity Share of Rs 2/- each |
1.41 |
(0.88) |
INCOME:
Your Company achieved a Total Income of ' 522.21 million as compared to
' 281.78 million in the previous year, registering a growth of 85.3% on a year-to-year
basis.
EARNINGS BEFORE INTEREST, DEPRECIATION TAX AND AMORTIZATION (EBIDTA):
The Gross Profit before Depreciation, Finance Costs and Tax increased
from a Loss of ' 19.88 million to a Profit of ' 116.52 million in the current year.
FINANCE COSTS:
Interest Costs for the year decreased by 68.7% from ' 1.95 million to '
0.61 million. Finance Costs are arising mainly due to the change in the definition of
Finance Costs as per Ind AS 116. The Company still continues to be debt-free and maintains
sufficient liquid reserves to meet our strategic and operational requirements even after
declaring a 70% dividend.
PROFIT BEFORE TAX:
Profit Before Tax has increased from a Loss of ' 54.51 million to a
Profit of ' 87.24 million.
PROFIT AFTER TAX:
Profit After Tax has increased from a Loss of ' 40.81 million to a
Profit of ' 65.08 million.
2. COVID-19:
The Government of India has imposed 'lock-downs' across the country,
from March 25, 2020. All airline, road and railway travel were suspended and hotels,
offices, factories, schools, universities, restaurants, etc., were closed. The hotel
business was severely and adversely impacted on account of COVID-19. The Company
temporarily closed the operations of its Resort from March 25, 2020 and till September 30,
2020. The Directors are pleased to inform that the Resort operations have been restarted
w.e.f. October 1, 2020 with strict precautions to safeguard hotel guests and employees
from COVID-19 infection.
The second wave of COVID occurred in the first quarter of the Financial
Year 2022. As a result, our Resort was not operational from May 5, 2021 to August 12, 2021
or 27% of the Financial Year. The hospitality industry continued to be adversely impacted
by the pandemic till mid-August 2021 and has revived thereafter. This is partly because of
the successful vaccination drive by the Government of India, which resulted in instilling
confidence among potential travellers.
3. DIVIDEND:
The Board of Directors, at its meeting held on May 20, 2022, declared
an Interim Dividend of ' 1.40 per Equity Share (70%).
4. TRANSFER TO RESERVES:
No amount has been transferred to Reserves during the year.
5. UPGRADATION AND ADDITIONS:
The waterproofing of the North-Wing A-section and the remaining part of
the Lobby was completed to protect the structural integrity of the buildings.
During the Financial Year 2021 - 2022, the Company has replaced the
3-Phase centrifugal blower in the Kitchen. The Company also procured a Toro ride-on Green
Mower to maintain the Golf Course. The Company has procured three Horizontal Reach-in
Refrigerators for the Main Kitchen and Cafeteria. DVR's and CCTV Cameras were added to the
surveillance system. As per the requirements of the Food & Beverage Production
Department, a Gas Stove Burner, Electric Bain Marie, Air fryer and SS Insulated Cold
Display Unit were also procured.
Lastly, the Company added new trolleys, telephones and televisions in
the Resort.
In the first half of the Financial Year 2021 - 2022 when the
Delta-variant struck India, to maintain safety of our employees, we closed the Resort for
guests from May 4, 2021 to August 11, 2021. Subsequently, in January 2022, the
Omicron-variant also adversely impacted the hotel business. Thus, in view of the COVID-19
pandemic, no other major upgradations and additions were done during Financial Year 2021 -
2022.
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 brief outline of the Corporate Social Responsibility (CSR) policy
of the Company and the initiatives undertaken by the Company on CSR activities during the
year under review are set out in "Annexure A" of this report in the
format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
For other details regarding the CSR Committee, please refer to the
Corporate Governance Report, which is a part of this report. The CSR policy is available
on the website of the Company at www.caravelabeachresortgoa.com/investorrelations.
70
9. 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. AHRIL's people-centric focus, provides an open work environment,
fostering continuous improvement and development, has helped several employees realise
their career aspirations during the year.
The Company is committed to provide 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.
10. BUSINESS RISK MANAGEMENT:
The Company has a reasonable 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.
11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The details of Loans given, Guarantees given and Investments made, if
any, and covered under the provisions of Section 186 of the Act, read with Companies
(Meetings of Board and Its Powers) Rules, 2014 are given in the Notes to the Financial
Statements forming part of this Annual Report.
12. VIGIL MECHANISM:
A fraud-free 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.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
(a) Appointment / Reappointment:
Mrs. Menaka S. Advani was attaining the age of 75 years on August 12,
2021 and it was necessary to approve the continuation of her directorship on the Board of
Directors of the Company.
The Board of Directors of the Company, at its meeting held on May 12,
2021, have recommended the continuation of directorship of Mrs. Menaka S. Advani as a
"Non-Executive Non-Independent Director" of the Company, considering her rich
experience, expertise and immense contribution in the growth of the Company and the same
was proposed via a postal ballot for the approval of the Members by way of a Special
Resolution.
The Shareholders of the Company have approved the same by passing a
Special Resolution via a postal ballot for the continuation of Directorship, beyond 75
years, under regulation 17 (1A) of SEBI LODR Regulations, of Mrs. Menaka S. Advani as a
Non-Independent Non-Executive Director, liable to retire by rotation.
Mr. Sunder G. Advani was re-appointed as Chairman & Managing
Director of the Company at the EGM of the Company held on March 19, 2018, for a period of
five years i.e. from March 1, 2018 to February 28, 2023 and payment of remuneration for a
period of 3 years from March 1,2018 to February 28, 2021. Based on the recommendations of
the Nomination and Remuneration Committee, his payment of remuneration for the remaining
period of two years w.e.f. March 1, 2021 to February 28, 2023 was passed by way of a
Special Resolution at the 34th AGM of the Company.
Mr. Haresh G. Advani was re-appointed as an Executive Director of the
Company at the last EGM of the Company held on March 19, 2018, for a period of five years
i.e. from March 1,2018 to February 28, 2023 and payment of remuneration for a period of 3
years from March 1, 2018 to February 28, 2021. Based on the recommendations of the
Nomination and Remuneration Committee, his payment of remuneration for the remaining
period of two years w.e.f. March 1, 2021 to February 28, 2023 was passed by way of a
Special Resolution at the 34th AGM of the Company.
During the year under review, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the Company other than Sitting
Fees for the purpose of attending meetings of the Board / Committee of the Company and
professional services rendered by their firms.
(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 a 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 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: Pursuant to the provisions of Section 203
of the Act, the Key Managerial Personnel of the Company as on March 31, 2022 are: Mr.
Sunder G. Advani, Chairman & Managing Director, Mr. Haresh G. Advani, Executive
Director, Mr. Prahlad
S. Advani, Whole-Time Director, Mr. Nilesh Jain, Company Secretary and
Mr. Ajay G. Vichare, Chief Financial Officer.
Mr. Ajay G. Vichare was appointed as a Chief Financial Officer of the
Company w.e.f. September 9, 2021.
Mr. Nilesh Jain has resigned as Company Secretary and Compliance
Officer of the Company w.e.f. April 16, 2022.
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 Statutory Auditors confirming the compliance, is annexed and forms
part of this Annual Report.
15. MANAGEMENT DISCUSSION AND ANALYSIS:
Management 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.
16. 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.
17. 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 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 the 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 the internal control system.
The Internal Auditors also assesse 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, 2022, 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.
There were no reportable incidents of fraud doing the year within the
meaning of Section 143 (12) read with Section 134 (3) of the Act.
18. 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, 2022, the applicable Indian 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 31,2022
and of the profit and loss of the Company for the year ended March 31, 2022;
(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 31,2022 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 the 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 the Financial Year 2021 - 2022.
19. STATUTORY AUDITORS:
M/s. JMT & Associates, Chartered Accountants (FRN 104167W)
(erstwhile M/s. Amar Bafna & Associates before merger of the firm with JMT &
Associates) were appointed as the Statutory Auditors of the Company in the 30th
Annual General Meeting held on September 27, 2017 for a period of 5 years i.e. upto
conclusion of 35th Annual General Meeting. M/s. JMT & Associates have expressed their
unwillingness to be reappointed as the Statutory Auditors of the Company for the second
term in the ensuing Annual General Meeting of the Company.
It is proposed to appoint M/s. J. G. Verma & Co, Chartered
Accountants (ICAI Firm Registration No. 111381W) as the Statutory Auditors for a period of
5 years commencing from the conclusion of the 35th Annual General Meeting till the
conclusion of the 40th Annual General Meeting. M/s. J. G. Verma & Co. have consented
to the proposed appointment, and confirmed that their appointment, if made at the ensuing
Annual General Meeting would be within the limits prescribed under Section 141(3)(g) of
the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014. As required
under SEBI (LIDOR) Regulations, 2015, M/s. J. G. Verma & Co., Chartered Accountants
have confirmed that they hold a valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India. The Audit Committee and the Board of
Directors recommend the appointment of M/s. J. G. Verma & Co., Chartered Accountants
as the Statutory Auditors of the Company from the conclusion of the 35th Annual General
Meeting, till the conclusion of the 40th Annual General Meeting.
During the year under review, the Auditors had not reported any matter
under Section 143 (12) of the Act, therefore no detail is required to be disclosed under
Section 134 (3)(ca) of the Act
20. STATUTORY AUDITORS' REPORT:
The Statutory Auditors' Report to the Shareholders for the year under
review does not contain any qualifications, 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.
21. 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 July 25, 2022, is attached to this
report as "Annexure B''.
The Secretarial Auditors' Report and the Secretarial Compliance Report
for the year under review does not contain any qualifications, reservations or adverse
remarks or disclaimers and hence, do not call for any further information and explanation
under Section 134(3) of the Companies Act, 2013.
22. 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.
23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS:
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, members' attention is drawn to the Statement on Contingent
Liabilities in the notes forming part of the Financial Statements.
24. CODE OF BUSINESS CONDUCT:
As per the Listing Agreement, the Board has a 'Code of ConductRs 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.
25. 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.
26. TRANSFER OF UNCLAIMED DIVIDEND & SHARES
During the year, the unclaimed dividend of Rs. 5.45 Lakhs pertaining to
the 2013-14 Interim Dividend and 2014-15 Interim Dividend Accounts were transferred to the
Investor Education & Protection Fund (IEPF) established by the Ministry of Corporate
Affairs, within the prescribed time.
During the year, the Company has transferred 2,500 Equity Shares on
which dividend has not been paid or claimed by the Shareholders for a period of seven
consecutive years or more, to the Investor Education and Protection Fund (IEPF)
established by the Ministry of Corporate Affairs.
27. DISCLOSURES UNDER THE COMPANIES ACT, 2013 AND LISTING REGULATIONS
(i) EXTRACT OF ANNUAL RETURN:
As per the requirements of Section 92(3) read with Section 134(3)(a) of
the Act and Rules framed there under, the Annual Return for the Financial Year 2021 - 2022
is available on the website of the Company at
www.caravelabeachresortgoa.com/investorrelations
(ii) DIRECTORS:
The following persons are the Directors of the Company as on March 31,
2022:
| Name of the Director |
Designation |
| Mr. Sunder G. Advani |
Chairman & Managing Director |
| Mr. Haresh G. Advani |
Executive Director |
| Mr. Prahlad S. Advani |
Chief Executive Officer & Whole-Time Director |
| Mrs. Menaka S. Advani |
Non-Executive Director |
| Mrs. Nina H. Advani |
Non-Executive Director |
| Mr. Prakash V. Mehta |
Independent Director |
| Dr. S. D. Israni |
Independent Director |
| Mr. Vinod Dhall |
Independent Director |
| Mr. Sureesh Mehta (Admiral) |
Independent Director |
| Mr. Adhiraj Harish |
Independent Director |
| Mrs. Ragini Chopra |
Independent Director |
Pursuant to the provisions of Section 152 of the Companies Act, 2013
(the "Act"), Mrs. Nina H. Advani (DIN: 00017274) is liable to retire by rotation
and, being eligible, has offered herself for re-appointment.
MEETINGS OF THE BOARD:
The Board of Directors met 8 (Eight) times in the Financial Year 2021 -
2022. 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) COMMITTEES OF THE BOARD:
Your Company has duly constituted the Committees required under the
Companies Act, 2013 read with applicable Rules made thereunder and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Details pertaining to the following Committees are included in the
Corporate Governance Report, which forms part of the Annual Report.
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders' Relationship Committee
(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 the 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 a 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
any complaints received on sexual harassment.
During the year under review, the Company has not received any
complaint of sexual harassment from any of the women employees of the Company.
(vi) During the year under review, there was no occasion where the
Board has not accepted any recommendation of the Audit Committee.
(vii) During the year under review, there has been no pendency of any
proceedings against the Company under the Insolvency and Bankruptcy Code, 2016
(viii) During the year under review, there have been no instances of
one-time-settlement with any bank or financial institution.
28. 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 D".
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.
29. 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.
30. ACKNOWLEDGEMENTS:
A special thanks to our Shareholders, Tour Operators, Travel Agents,
Booking.com and Make My Trip. Our repeat guests have been the pillar of our strength and
resilience over the years. We are grateful to our Employees, Bankers and Government
officials in the Ministry of Finance, Home, Commerce, External Affairs, Tourism, Civil
Aviation, Labour, Road Transport and Niti Aayog. We are thankful to the Government of Goa,
especially the Honourable Chief Minister. We also thank the Village Panchayat of Varca for
their continuous support.
| For and on behalf of the Board of Directors |
| SUNDER G. ADVANI |
| Chairman & Managing Director |
| DIN: 0001365 |
| Date: July 25, 2022 |
| Place: Mumbai |
