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<dhhead>BOARD’S REPORT </dhhead>
To
The Members,
Your Directors take pleasure in presenting their Thirty-Third Annual
Report on the Business and Operations of the Company and the Accounts for the Financial
Year ended 31st March, 2023 (period under review).
1. FINANCIAL PERFORMANCE OF THE COMPANY:
The summary of the financial performance for the financial year ended
March 31, 2023 and the previous financial year ended March 31, 2022 is given below: (Rs in
lakhs)
Particulars |
31-Mar-23 |
31-Mar-22 |
Total Income |
70.94 |
46.69 |
Less: Expenditure |
57.46 |
57.77 |
Profit before Depreciation |
13.48 |
(11.08) |
Less: Depreciation |
9.09 |
4.21 |
Profit before Tax |
4.39 |
(15.29) |
Provision for Taxation |
1.10 |
0.50 |
Profit after Tax |
3.28 |
(15.79) |
Earnings Per Share (FV of Rs.10/- per
share) |
|
|
(1) Basic |
0.06 |
(0.33) |
(2) Diluted |
0.06 |
(0.33) |
2. REVIEW OF OPERATIONS
The Total Income of the Company stood at Rs.70.94 lakhs for the year
ended March 31, 2023 as against Rs. 46.69 lakhs in the previous year. The Company made a
net profit (after tax) of Rs. 3.28 lakhs for the year ended March 31, 2023 as compared to
the net loss of Rs. (15.79) lakhs in the previous year.
3. CASH FLOW STATEMENTS:
As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a
Cash Flow Statement forms part of Annual Report.
4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE
COMPANIES ACT, 2013
The Board has decided not to transfer any amount to the Reserves for
the year under review.
5. DIVIDEND:
The dividend policy for the year under review has been formulated
taking into consideration of growth of the company and to conserve resources, the
Directors do not recommend any dividend for year ended March 31, 2023.
6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR
EDUCATION AND PROTECTION FUND
The Ministry of Corporate Affairs under Sections 124 and 125 of the
Companies Act, 2013 requires dividends that are not encashed/ claimed by the shareholders
for a period of seven consecutive years, to be transferred to the Investor Education and
Protection Fund (IEPF). In FY 2022-23, there was no amount due for transfer to IEPF.
7. SHARE CAPITAL
The authorized share capital of the company is Rs. 10,50,00,000/-
divided into 1,05,00,000 equity shares of Rs. 10/- The Paid up capital of the Company is
Rs. 5,83,60,200/- divided into 58,36,020 Equity shares of Rs. 10/- Company has appointed
M/s Bigshare Services Private Limited as the Registrar and Transfer Agent of the Company.
8. CHANGE IN SHARE CAPITAL:
There were following changes in share capital of the Company during the
period under review.
The authorized share capital of the company was increased from Rs.
5,00,00,000/- to Rs 10,50,00,000/- divided into equity 58,36,020 shares of Rs. 10/-each
during the year.
The Paid up capital of the Company was increased from Rs. 4,81,00,200/-
to Rs 5,83,60,200/- divided into 58,36,020 Equity shares of Rs. 10/- pursuant to the issue
of Equity Shares on Preferential basis.
9. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review,
in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the "Listing Regulations") and SEBI (Listing
Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended
Listing Regulations"), is presented in a separate section forming part of the Annual
Report.
10. CHANGE IN NATURE OF BUSINESS, IF ANY
There has been no change in nature of business of the Company during
the FY under review.
11. DISCLOSURES BY DIRECTORS
The Board of Directors have submitted notice of interest in Form MBP 1
under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2)
and declarations as to compliance with the Code of Conduct of the Company.
12. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY
The Company does not have any Subsidiary, Joint venture or an Associate
Company.
13. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, which affect the
financial position of the Company which have occurred between the end of the FY and the
date of this Report.
14. EXTRACT OF ANNUAL RETURN:
The Annual Return of the Company as on 31st March, 2023 is
available on the website of the Company at https://www.roopshriresorts.co.in/Investor.html
15. FAMILIARISATION PROGRAMME FOR DIRECTORS
As a practice, all Directors (including Independent Directors) inducted
to the Board go through a structured orientation programme. Presentations are made by
Senior Management giving an overview of the operations, to familiarise the new Directors
with the Company's business operations. The new Directors are given an orientation on the
products of the business, group structure and subsidiaries, Board constitution and
procedures, matters reserved for the Board, and the major risks and risk management
strategy of the Company.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
i. Change in Directors and Key Managerial personnel
During the period under review, there was following change in
Directors;
Sr. Date No. |
Name of Director |
Changes |
1. November 10, 2022 |
Mr. Chinmay Sanjay Bhiwandikar |
Resigned as Chief Financial Officer |
2. November 11, 2022 |
Mr. Abhijeet Bablu Das |
Appointed as Chief Financial Officer |
3. May 29, 2023 |
Mr. Niken Shah |
Resigned as Non-Executive Independent
Director |
4. May 29, 2023 |
Ms. Kajal Chhatwal |
Appointed as Additional Director
(Non-Executive Independent) |
5. May 29, 2023 |
Ms. Bhawana Lohiya |
Appointed as Company Secretary and Compliance
Officer |
6. May 12, 2023 |
Ms. Kinjal Rathod |
Resigned as Company Secretary and Compliance
Officer |
7. August 07, 2023 |
Ms. Bhawana Lohiya |
Resigned as Company Secretary and Compliance
Officer |
8. August 07, 2023 |
Ms. Unnati Bhanushali |
Appointed as Company Secretary and Compliance
Officer |
*Mr. Niken Shah Resigned on 29.05.2023. Thereon, Ms. Kajal Chhatwal,
was appointed as Non-Executive Independent Director.
ii. Committees of Board of Directors
Sr. Date No. |
Committee |
Director Name |
| |
|
Mrs. Tejal Vala (Chairman) |
1. April 29, 2021 |
Audit Committee* |
Mrs. Sonakshi Shah (Member) |
| |
|
Ms. Kajal Chhatwal (Member) |
| |
|
Ms. Kajal Chhatwal (Chairman) |
2. April 29, 2021 |
Nomination and Remuneration Committee* |
Mrs. Sonakshi Shah (Member) |
| |
|
Mrs. Tejal Vala (Member) |
| |
|
Mrs. Sonakshi Shah (Chairman) |
3. April 29, 2021 |
Stakeholder Relationship Committee* |
Mr. Shreyas Shah (Member) |
| |
|
Ms. Kajal Chhatwal (Member) |
*Mr. Niken Shah Resigned on 29.05.2023. Thereon, Ms. Kajal Chhatwal,
was appointed as Non-Executive Independent Director and committees were re-constituted.
iii. Retirement by Rotation of the Directors
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Shreyas Shah, Executive Director of the
Company, retires by rotation and offers himself for re- appointment.
The brief resume of Mr. Shreyas Shah, the nature of his expertise in
specific functional areas, names of the companies in which he has held directorships, his
shareholding etc. are furnished in the Annexure - A to the notice of the ensuing AGM.
iv. Independent Directors
Our Company has received annual declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of Independence
provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) & 25 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has
been no change in the circumstances, which may affect their status as Independent Director
during the year.
The Independent Directors met on March 24, 2023, without the attendance
of Non-Independent Directors and members of the Management. The Independent Directors
reviewed the performance of Non-Independent Directors and the Board as a whole; the
performance of the Chairman of the Company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of
flow of information between the Company Management and the Board that is necessary for the
Board to effectively and reasonably perform their duties.
17. BOARD MEETINGS:
The Company held Seven (7) meetings of its Board of Directors during
the year on April 10, 2022, May 30, 2022; July 01, 2022; August 30, 2022; October 22,
2022; November 10, 2022; and March 02, 2023.
None of the Directors are related to each other except Mrs. Sonakshi
Shah being wife of Mr. Shreyas Shah, Executive Director of the Company.
18. COMMITTEES OF THE BOARD:
(a) Audit Committee:
The Audit Committee, as per Section 177 of Companies Act, 2013,
continued working under Chairmanship of Mrs. Tejal Vala. During the year, the committee
met three times with full attendance of all the members. The composition of the Audit
Committee as at March 31, 2023 and details of the Members participation at the Meetings of
the Committee are as under:
| |
|
|
Attendance at the Audit
Committee |
Name of Director |
Category |
Position in the committee |
30.05.2022 |
Meetings held on 30.08.2022 |
10.11.2022 |
Mrs. Tejal Vala |
Non-Executive Independent Director |
Chairman |
Yes |
Yes |
Yes |
Mr. Niken Shah* |
Non-Executive Independent Director |
Member |
Yes |
Yes |
Yes |
Mrs. Sonakshi Shah |
Non-Executive Non- Independent Director |
Member |
Yes |
Yes |
Yes |
Ms. Kajal Chhatwal* |
Non-Executive Independent Director |
Member |
NA |
NA |
NA |
Mr. Niken Shah Resigned on 29.05.2023. Thereon, Audit Committee was
re-constituted and Ms. Kajal Chhatwal, was admitted as member of Audit Committee.
The Committee is governed by a Charter, which is in line with the
regulatory requirements mandated by the Companies Act, 2013. Some of the important
functions performed by the Committee are:
Financial Reporting and Related Processes:
• Oversight of the Company’s financial reporting process
and financial information submitted to the Stock Exchanges, regulatory authorities or the
public.
• Reviewing with the Management, the Half Yearly Unaudited
Financial Statements and the Auditor’s Limited Review Report thereon / Audited Annual
Financial Statements and Auditors’ Report thereon before submission to the Board for
approval. This would, inter alia, include reviewing changes in the accounting policies and
reasons for the same, major accounting estimates based on exercise of judgement by the
Management, significant adjustments made in the Financial Statements and / or
recommendation, if any, made by the Statutory Auditors in this regard.
• Review the Management Discussion & Analysis of financial and
operational performance.
• Discuss with the Statutory Auditors its judgement about the
quality and appropriateness of the Company’s accounting principles with reference to
the Accounting Standard Policy.
• Review the investments made by the Company.
All the Members on the Audit Committee have the requisite qualification
for appointment on the Committee and possess sound knowledge of finance, accounting
practices and internal controls.
The Auditors, Internal Auditors, Chief Financial Officer are invited to
attend the meetings of the Committee. The Company Secretary acts as the Secretary to the
Committee.
(b) Nomination and Remuneration Committee:
The Nomination and Remuneration Committee, as per Section 178(1) of
Companies Act, 2013, continued working under Chairmanship of Mr. Niken Shah. During the
year, the committee met one times with full attendance of all the members. The composition
of the Nomination and Remuneration Committee as at March 31, 2023 and details of the
Members participation at the Meetings of the Committee are as under Attendance at the
Remuneration Committee held on
Name of Director |
Category |
Position in the committee |
Attendance at the Remuneration Committee
held on |
| |
|
|
30.05.2022 |
Mr. Niken Shah* |
Non-Executive Independent Director |
Chairman |
Yes |
Mrs. Tejal Vala |
Non-Executive Independent Director |
Member |
Yes |
Mrs. Sonakshi Shah |
Non-Executive Non-Independent Director |
Member |
Yes |
Ms. Kajal Chhatwal* |
Non-Executive Independent Director |
Chairman |
NA |
Mr. Niken Shah Resigned on 29.05.2023. Thereon, Nomination and
Remuneration Committee was re-constituted and Ms. Kajal Chhatwal, was admitted as Chairman
of Nomination and Remuneration Committee.
The Committee is governed by a Charter which is in line with the
regulatory requirements mandated by the Companies Act, 2013. Some of the important
functions performed by the Committee are:
The terms of reference of the Committee inter alia, include the
following:
• Succession planning of the Board of Directors and Senior
Management Employees;
• Identifying and selection of candidates for appointment as
Directors / Independent Directors based on certain laid down criteria;
• Identifying potential individuals for appointment as Key
Managerial Personnel and to other Senior Management positions;
• Formulate and review from time to time the policy for
selection and appointment of Directors, Key Managerial Personnel and senior management
employees and their remuneration;
• Review the performance of the Board of Directors and Senior
Management Employees based on certain criteria as approved by the Board.
The Company has formulated a Remuneration Policy which is annexed to
the Board’s Report as "Annexure I".
(c) Stakeholders’ Relationship Committee:
The Stakeholders Relationship Committee, as per Section 178 (5) of
Companies Act, 2013, continued working under Chairmanship of Mrs. Sonakshi Shah. During
the year, the committee met one times with full attendance of all the members. The
composition of the Stakeholders Relationship Committee as at March 31, 2023 and details of
the Members participation at the Meetings of the Committee are as under:
Name of Director |
Category |
Position in the committee |
Attendance at the Stakeholders’
Relationship Committee held on |
| |
|
|
30.05.2022 |
Mrs. Sonakshi Shah |
Non-Executive Non-Independent Director |
Chairperson |
Yes |
Mr. Shreyas Shah |
Executive Director |
Member |
Yes |
Mr. Niken Shah* |
Non-Executive Independent Director |
Member |
Yes |
Mrs. Kajal Chhatwal* |
Non-Executive Independent Director |
Member |
NA |
Mr. Niken Shah Resigned on 29.05.2023. Thereon, Stakeholders’
Relationship Committee was re-constituted and Ms. Kajal Chhatwal, was admitted as Member
of Stakeholders’ Relationship Committee.
The Committee is governed by a Charter which is in line with the
regulatory requirements mandated by the Companies Act, 2013. Some of the important
functions performed by the Committee are:
The terms of reference of the Committee are:
• transfer/transmission of shares/debentures and such other
securities as may be issued by the Company from time to time;
• issue of duplicate share certificates for shares/debentures
and other securities reported lost, defaced or destroyed, as per the laid down procedure;
• issue new certificates against subdivision of shares,
renewal, split or consolidation of share certificates / certificates relating to other
securities;
•issue and allot right shares / bonus shares pursuant to a
Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be
required;
• to grant Employee Stock Options pursuant to approved
Employees’ Stock Option Scheme(s), if any, and to allot shares pursuant to options
exercised;
• to issue and allot debentures, bonds and other securities,
subject to such approvals as may be required;
• to approve and monitor dematerialization of shares /
debentures / other securities and all matters incidental or related thereto;
• to authorize the Company Secretary and Head Compliance /
other Officers of the Share Department to attend to matters relating to non-receipt of
annual reports, notices, non-receipt of declared dividend / interest, change of address
for correspondence etc. and to monitor action taken;
• monitoring expeditious redressal of investors / stakeholders
grievances;
• all other matters incidental or related to shares, debenture
During the year, no complaints were received from shareholders. There
are no balance complaints. The Company had no share transfers pending as on March 31,
2023.
Ms. Unnati Bhanushali, Company Secretary of the Company is the
Compliance Officer.
19. BOARD PERFORMANCE EVALUATION:
The Board of Directors carried out an annual evaluation of the Board
itself, its Committees and individual Directors. The entire Board carried out performance
evaluation of each Independent Director excluding the Independent Director being
evaluated. The Nomination Remuneration Committee also carried out evaluation of every
director’s performance.
The evaluation was done after taking into consideration inputs received
from the Directors, setting out parameters of evaluation. Evaluation parameters of the
Board and Committees were mainly based on Disclosure of Information, Key functions of the
Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation
parameters of Individual Directors including the Chairman of the Board and Independent
Directors were based on Knowledge to Perform the Role, Time and Level of Participation,
Performance of Duties and Level of Oversight and Professional Conduct etc.
Independent Directors in their separate meeting evaluated the
performance of Non-Independent Directors, Chairman of the Board and the Board as a whole.
20. CORPORATE SOCIAL RESPONSIBILITY
The Company does not fall under the criteria laid under the provisions
of Section 135 of the Act and rules framed there under. Therefore, the provisions of
Corporate Social Responsibility are not applicable to the Company.
21. AUDITORS:
i. Statutory Auditors:
Subject to the amendment stated in The Companies Amendment Act, 2017
read with Notification S.O. 1833(E) dated 7th May 2018 deleting the provision
of annual ratification of the appointment of auditor, the requirement to place the matter
relating to appointment of Auditors for ratification by members at every Annual General
Meeting is done away with and no resolution has been proposed for the same.
The Company has appointed M/s. V N Purohit & Co, Chartered
Accountants (Firm Registration No 304040E) in the 29th Annual General Meeting
to hold office till the conclusion of 34th Annual General Meeting to be held in
the year 2024.
ii. Secretarial Auditors:
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 JNG & CO., a firm of Company Secretaries in Practice (CP No.
8108), to undertake the Secretarial Audit of the Company for the F.Y. 2022-23. The
Secretarial Audit Report for F.Y. 2022-23 is annexed herewith as "Annexure
II".
iii. Cost Auditor:
Your Company is principally engaged into providing hotel and
accommodation services. Therefore, Section 148 of the Companies Act, 2013 is not
applicable to the Company.
iv. Internal Auditor:
The Board of Directors, based on the recommendation of the Audit
Committee and pursuant to the provisions of Section 138 of the Act read with the Companies
(Accounts) Rules, 2014, has reappointed M/s Gaurav Shiv & Co, Chartered Accountants,
Delhi (FRN No. 032322N) as the Internal Auditors of your Company for the financial year
2022-2023. The Internal Auditor conducts the internal audit of the functions and
operations of the Company and reports to the Audit Committee and Board from me to me.
22. AUDITOR’S REPORT:
The Auditor’s Report and Secretarial Auditor’s Report does
not contain any qualifications, reservations or adverse remarks.
Report of the Secretarial Auditor is given as an Annexure which forms
part of this report.
23. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In pursuant to the provisions of section 177(9) & (10) of the
Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine
concerns has been established. The Vigil Mechanism Policy has been uploaded on the website
of the Company at http://www.roopshriresorts.co.in.
24. INTERNAL AUDIT & CONTROLS:
Pursuant to provisions of Section 138 read with rules made there under,
the Board has appointed M/s Gaurav Shiv & Co, Chartered Accountant, as an Internal
Auditors of the Company to check the internal controls and functioning of the activities
and recommend ways of improvement. The Internal Financial Controls with reference to
financial statements as designed and implemented by the Company are adequate. The Internal
Audit is carried out half yearly basis; the report is placed in the Audit Committee
Meeting and the Board Meeting for their consideration and direction.
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. During the year under review, no
material or serious observation has been received from the Internal Auditors of the
Company for inefficiency or inadequacy of such controls.
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 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 the financial year 2022-23.
25. RISK ASSESSMENT AND MANAGEMENT:
Your Company has been on a continuous basis reviewing and streamlining
its various operational and business risks involved in its business as part of its risk
management policy. Your Company also takes all efforts to train its employees from time to
time to handle and minimize these risks.
26. LISTING WITH STOCK EXCHANGES:
Roopshri Resorts Limited is listed on the SME Platform of the BSE
Limited. It has paid the Annual Listing Fees for the year 2023-24 to BSE Limited.
27. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company is fully compliant with the applicable Secretarial
Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General
Meetings respectively.
28. PARTICULARS OF EMPLOYEES AND REMUNERATION:
The information required under Section 197 & Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given
below.
a) The median remuneration of employees of the Company during the
financial year was Rs. 180,000.
b) Percentage increase in the median remuneration of employees in the
financial year 2022-23: No change
c) Number of permanent employees on the rolls of the Company as on
March 31, 2023: 15 (Fifteen)
d) It is hereby affirmed that the remuneration paid during the year is
as per the Remuneration policy of the Company.
e) There is no employee covered under the provisions of section 197(14)
of the Companies Act, 2013.
There was no employee in the Company who drew remuneration of Rs.
1,00,00,000/- per annum during the period under review. Hence, the Company is not required
to disclose any information as per Rule 5(2) of the Companies (Appointment and
Remuneration) Rules, 2014.
29. POLICIES AND DISCLOSURE REQUIREMENTS:
In terms of provisions of the Companies Act, 2013 the Company has
adopted following policies which are available on its website
http://www.roopshriresorts.co.in/.
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS
AND OUTGO:
i. Conservation of Energy
a) The steps taken or impact on conservation of energy The
Operations of the Company are not energy intensive. However, adequate measures have been
initiated for conservation of energy.
b) The steps taken by the Company for utilizing alternate source of
energy Company shall consider on adoption of alternate source of energy as and when
necessities.
c) The Capital Investment on energy conversation equipment No
Capital Investment yet.
ii. Technology absorption
a) The efforts made towards technology absorption. Minimum
technology required for Business is absorbed.
b) The benefits derived like product improvement, cost reduction,
product development or import substitution Not Applicable. c) In case of imported
technology (imported during the last three years reckoned from the beginning of the
financial year) Not Applicable. a. the details of technology imported; b. the year of
import; c. whether the technology been fully absorbed; d. if not fully absorbed, areas
where absorption has not taken place, and the reasons thereof
iii. The expenditure incurred on Research and Development Not
Applicable.
31. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:
Particulars of loans given, investments made, guarantees given and
securities provided are provided in the nancial statements.
32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary course of business and
on an arm’s length basis. Thus Disclosure in form AOC-2 is not required. Further,
during the year, the Company had not entered into any contract / arrangement /transaction
with related parties which could be considered material in accordance with the policy of
the Company on materiality of related party transactions. All related party transactions
are placed before the Audit Committee and Board for approval. The details of the related
party transactions as required under Accounting Standard (AS) 18 are set out in Note to
the financial statements forming part of this Annual Report.
33. PREVENTION OF INSIDER TRADING:
In compliance with the provisions of the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations,
2015, as amended, the Company has formulated and adopted the revised
"Code of Conduct for Prevention of Insider Trading" ("the Insider Trading
Code"). The object of the Insider Trading Code is to set framework, rules and
procedures which all concerned persons should follow, while trading in listed or proposed
to be listed securities of the Company. During the year, the Company has also adopted the
Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information ("the Code") in line with the SEBI (Prohibition of Insider Trading)
Amendment Regulations, 2018. The Code is available on the Company’s website
www.roopshriresorts.co.in.
34. DEPOSITS:
Your Company did not accept / hold any deposits from public /
shareholders during the year under review.
35. RELATED PARTY TRANSACTIONS
All transactions entered into with related parties as defined under the
Act during the FY were in the ordinary course of business and on an arm’s length
pricing basis and do not attract the provisions of Section 188 of the Act. There were no
materially significant transactions with the related parties during the FY which were in
conflict with the interest of the Company.
36. FRAUD REPORTING
There have been no frauds reported by the Auditors of the Company to
the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the
Companies Act, 2013 during the financial year.
37. SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the Regulators
or Courts or Tribunals impacting the going concern status and Company’s operations in
future.
38. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with
the Requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and an Internal Complaints Committee has been set
up to redress complaints received regarding Sexual Harassment at workplace, with a
mechanism of lodging & redress the complaints. All employees (permanent, contractual,
temporary, trainees, etc.) are covered under this policy.
Your Directors further state that pursuant to the requirements of
Section 22 of Sexual Harassment of Women at Work place (Prevention, Prohibition &
Redressal) Act, 2013 read with Rules there under, the Company has not received any
complaint of sexual harassment during the year under review.
39. HUMAN RESOURCES:
Your Company has established an organization structure that is agile
and focused on delivering business results. With regular communication and sustained
efforts it is ensuring that employees are aligned on common objectives and have the right
information on business evolution.
40. CORPORATE GOVERNANCE:
In terms of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 exempts companies which have listed their specified securities on SME
Exchange from compliance with corporate governance provisions.
Since the equity share capital of your Company is listed exclusively on
the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance
requirements, and accordingly the reporting requirements like Corporate Governance Report,
Business Responsibility Report etc. are not applicable to the Company.
41. DIRECTORS’ RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the board of
directors, to the best of their knowledge and ability, confirm that:
i. In the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures.
ii. They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the pro t of the Company for that period.
iii. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. They have prepared the annual accounts on a going concern basis.
v. They have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and operating effectively.
vi. They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
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 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 the financial year 2022-23.
42. CAUTIONARY STATEMENTS:
Statements in this Annual Report, particularly those which relate to
Management Discussion and Analysis as explained in the Corporate Governance Report,
describing the Company’s objectives, projections, estimates and expectations may
constitute ‘forward looking statements’ within the meaning of applicable laws
and regulations. Actual results might differ materially from those either expressed or
implied in the statement depending on the circumstances.
43. DISCLOSURES:
The following disclosures are not applicable to the company:
1. The details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status
as at the end of the financial year. 2. The details of difference between amount of the
valuation done at the time of one-time settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons thereof.
44. ACKNOWLEDGEMENTS:
Your Directors would like to express deep sense of appreciation for the
assistance and co-operation received from the Financial Institutions, Banks, Government
Authorities and Shareholders and for the devoted service by the Executives, staff and
workers of the Company. The Directors express their gratitude towards each one of them.
Registered Office: |
By Order Of The Board Of Directors |
Hotel Alexander, S.No.246, |
FOR ROOPSHRI RESORTS LIMITED |
Plot No.99, Matheran,Karjat, |
|
Raigarh, MH 410102 IN. |
Sd/- |
Tel: 02148-230069 |
Shreyas Shah |
CIN: L45200MH1990PLC054953 |
DIN: 01835575 |
Website: www.roopshriresorts.co.in |
(Whole Time Director) |
Email: info@roopshriresorts.co.in |
Mumbai, Thursday, August 31, 2023. |
|