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Emerald Leisures Ltd			Industry : Hotels


BSE Code:	507265	NSE Symbol:	Not Listed	P/E(TTM):	0

ISIN Demat:	INE044N01021	Div & Yield %:	0	EPS(TTM):	0

Book Value(Rs):	-70.871253	Market Cap ( Cr.):	303.53	Face Value(Rs):	5

Change Company

To,

The Members,

The Board of Directors hereby submits the 90^th Annual report of the business and operations of the Company together with the audited financial statements for the financial year ended March 31^st, 2024.

FINANCIAL PERFORMANCE OF THE COMPANY:

Particulars	F Y 2023-2024 (Rs. In Lakhs)	F Y 2022-2023 (Rs. In Lakhs)
Revenue from Operation	1578.84	1475.37
Revenue from other Income	80.47	13.21
Total Revenue	1659.31	1488.59
Profit before Dep. & Int.	(725.84)	(687.64)
Less: Depreciation & Amortization	247.32	309.35
Profit after Depreciation & Interest and before Tax	(973.16)	(996.99)
Tax Expenses	0	17.21
Profit/ Loss after Tax from continuing operations	(973.16)	(1014.20)

The company continues to be engaged in Hospitality Business.

The bottom line has shown Loss of Rs. 973.16 lakhs for the year ended 31.03.2024 as compared to the previous year's Loss of Rs. 1014.20 Lakhs i.e. the Company has decreased the loss from previous years by 4.05%. Further, there are no significant and material events impacting the going concern status and Company's operations in future.

OPERATIONS FOR THE PERIOD AND FUTURE OUTLOOK:

(i) OPERATIONS FOR THE PERIOD:

Post COVID-19, the operations of the Company for FY 23-24 has revived & took turn for the better, as business improved consequent to removal of travel restrictions, better mobility and release of pent up demand for domestic tourism. Total Income for FY 23-24 was Rs.16.59 crores, higher than the previous year's total Income of Rs. 14.89 crores by 11.42%. The increase in revenues was mainly due to healthy increase in business volumes, especially room revenues aided by better ARR & higher occupancy. The operational costs remained well within control due to better operational efficiencies. The Company reported net loss of Rs.9.73 crores for FY 23-24 as compared to net loss of Rs.10.14 crores for FY 22-23.

(ii) FUTURE OUTLOOK:

An analysis of the financial results is given in the Management Discussion & Analysis, which forms part of the Annual report.

The Company is working hard to develop alternate revenue streams. The Management is taking all efforts to keep the facilities in good condition and retain the team. The Management is committed to take all such measures that will strengthen the Company and its' operations in years to come. The Management wishes to place on record the fact that, the company has still not received approvals for future construction of certain facilities, for which the Company is consistently pursuing with the appropriate authorities and is hopeful of some positive development in time to come. The business of the company is largely dependent on the overall economic growth and general business sentiment prevalent in the market. However, the Management is positive in its' outlook and is confident of generating better revenues in future.

The Company has successfully managed to meet its financial commitments in spite of challenging scenario. The company is also looking closely to various business opportunities which will help the Company to garner more business strengthen its operations & financial position.

DIVIDEND:

The Chairman informed the Board that in view of current year losses and accumulated losses it would be prudent, not to recommend payment of dividend on Equity Share Capital of the Company for the Financial Year ended 31^st March, 2024. The Board after discussion on the matter, decided not to recommend any dividend on Equity Share Capital of the Company for the financial year ended 31^st March, 2024.

REVENUE:

The Company has earned gross revenue of Rs. 1659.31 lakhs in FY 23-24 under review as compared to Rs. 1488.59 lakhs in FY 22-23. The Company has an EBIT of Rs. -973.16 lakhs as compared to EBIT of Rs. 996.99 lakhs in FY 22-23 & negative PAT (loss) of Rs.973.16 lakhs as compared to negative PAT (loss) of Rs.1014.20 lakhs in FY 22-23.

AMOUNTS TRANSFERRED TO RESERVES:

In view of the current year's losses the Board of the Company does not recommend transfer of any amount to reserves.

SHARE CAPITAL:

Authorized share Capital

There is no change in Authorized share capital of the company for the Financial Year 2023-2024. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in the Annual Report.

The Register of Loan, Guarantee, Security and Investment is maintained in Form MBP-2 under section 186 of the Act, 2013 which is available for inspection during the business hours on all working days.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the financial year ended March 31, 2024 and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES

There were no contract(s) / arrangement(s) / transaction(s) entered into by your Company with its related parties, during the year under review as per the provisions of Section 188(1) of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and Regulations 23 of SEBI (LODR) Regulations, 2015.

Particulars of contract or arrangements made with related parties referred to section 188 (1) of the Companies Act, is prescribed in Form AOC -2 as "ANNEXURE 1" to Board's Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Director Retiring By Rotation:

In terms of Section 152(6) of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Jashwant Bhaichand Mehta (DIN: 00235845), Director of the Company is liable to retire by rotation at the 90^th Annual General Meeting as he is holding office for the longest period and his appointment shall be liable to retire by rotation.

Mr. Jashwant Bhaichand Mehta has confirmed his willingness to accept the office of the Director of your Company, if confirmed by the Members at the ensuing Annual General Meeting. In the opinion of your Directors Mr. Jashwant B. Mehta have requisite qualifications and experience and therefore, your Directors recommend that the proposed resolution relating to the re-appointment Mr. Jashwant B. Mehta be passed.

(ii) Key Managerial Personnel:

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company:

A) Mr. Rajesh M. Loya, Whole Time Director- CFO

B) Mr. Nikhil V. Mehta, Executive Director - CEO

C) Mr. Kapil Purohit, Company Secretary & Compliance Officer (Appointed w.e.f. 1^st September, 2023)

(iii) Declaration of Independence By Independent Director:

All the Independent Directors have given their declarations stating that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b)of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ('the Listing Regulations'). In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management.

(iv) Separate Meeting of Independent Directors & Evaluation Process:

Mr. Amit Shah, Mr. Gautam Shah, and Mr. Maneesh Taparia, Independent Directors of the Company, had a separate meeting during the financial year, in terms of Schedule IV to the Companies Act, 2013 and the SEBI LODR, where the performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was reviewed together with the assessment of the quality, quantity, and timeliness of the flow of information between the management of the Company and the Board as well as overview of succession planning, risk management, internal controls and prioritization of strategic objectives and Board efficiency. The Nomination and Remuneration Committee also conducted a similar evaluation exercise. The evaluation concluded that the Board, it's Committees and individual Directors continue to function effectively and remains well balanced and diverse with a strong mix of relevant skills, expertise, and experience.

DIRECTOR'S RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors 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 the Financial Year 2023-24.

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure, if any;

(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, 2024 and of the profit or loss of the Company for the year ended March 31, 2024;

(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, 2024 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 are operating effectively.

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of activities of the Company, the information required under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 to be disclosed relating to the conservation of energy and technology absorption is provided as "ANNEXURE 2" to the Board's Report.

There is no foreign technology involved/ absorbed. During the year under review, the Company has neither earned any foreign exchange nor incurred any expenditure in Foreign exchange.

BOARD'S DIVERSITY AND EVALUATION:

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage difference in thought, perspective, knowledge, skill, regional and industry experience which will help us retain our competitive advantage.

At present, your Company has Eight Directors and pursuant to the Regulation 17(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations your Company complies with this requirement. In terms of the Listing Regulations, your Company conducts the Familiarization Program for Independent Directors about their roles, rights, responsibilities in your Company, nature of the industry in which your Company operates, business model of your Company, etc., through various initiatives. The details of the same are displayed on the website of the Company.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board has carried out the annual performance evaluation of the entire Board, Committees and all the Directors based on the parameters specified by the Nomination and Remuneration Committee. The exercise was carried out through a structured evaluation process covering various aspects of the functioning of the Board and its Committees. Individual Directors were evaluated separately on basis of their respective designations and roles.

NUMBER OF MEETINGS OF THE BOARD:

During the financial year 2023-24, the Board of Directors met Seven times and the last Annual General Meeting held on 28^th September, 2023. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

COMMITTEES OF THE BOARD:

Currently, the Board has three committees: Audit Committee, Nomination and Remuneration Committee, Stakeholder's Relationship Committee. For the Financial year 2023-2024, the composition of the Committee is as per the applicable provisions of the Act, Regulations and Rules:

Name of Committee	No. of Meetings held
Audit Committee	5
Nomination and Remuneration Committee	3
Stakeholder's Relationship Committee	6

AUDITORS:

A) . STATUTORY AUDITORS:

In accordance with Section 139 of the Companies Act, 2013 and the rules made thereunder, M/ s P. G. Bhagwat Chartered Accountants LLP (Firm Registration Number: 101118W/ W100682) has been appointed as Statutory Auditors of the Company to hold office for a period of Five years commencing from the conclusion of 88^th AGM until the conclusion of the 93rd Annual General Meeting of the Company to be held in year 2027.

The requirement for the annual ratification of Auditors appointment at the Annual General Meeting has been omitted pursuant to Companies (Amendment) Act, 2017 notified on 7^th May, 2018. Accordingly, no resolution is being proposed for ratification of the appointment of statutory auditors at the ensuing Annual General Meeting.

During the year, the statutory auditors have confirmed that that they satisfy the independence criteria required under Companies Act, 2013 and Code of Ethics issued by Institute of Chartered Accountants of India

M/ s P. G. Bhagwat Chartered Accountants LLP, have submitted the Auditor's Reports on the Standalone Financial Statements for the financial year ended March 31, 2024 and states that it does not contain any qualification, reservation or adverse remark or disclaimer requiring any explanations / comments in their report. No frauds have been reported by the Auditors under section 143(12) of the Companies Act, 2013.

B) . SECRETARIAL AUDITOR:

The Company has appointed Ms. Zankhana Bhansali, Practicing Company Secretary,(FCS No: 9261) as a Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2023-2024, as required under Section 204 of the Companies Act, 2013 and Rules there under.

The Secretarial Audit Report for F.Y.2023-2024 forms part of the Annual Report as "ANNEXURE 3" to the Board's Report.

The Auditors' Report for the Financial Year ended 31^st March, 2024 does not contain any qualification or reservation or adverse remark except mentioned in annexure 3.

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.

The details of the pending cases with various authorities are mentioned in the notes to Financial Statements.

EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) Section 92(3)of the Companies Act, 2013, an extract of the annual return of the company for the financial year ended 31^st March, 2024 in the prescribed format is appended & uploaded as link under www.clubemerald.in as "ANNEXURE 4" to the Board's report.

WEB LINK OF ANNUAL RETURN:

The Company is having website i.e. www.clubemerald.in and the annual return of Company has been published on such website.

INTERNAL FINANCIAL CONTROL:

COST RECORD:

The provision of Cost audit as per section 148 is not applicable to the Company.

SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has in place an Anti-Sexual Harassment Policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. This policy applies to all categories of employees of the Company, including permanent management and workmen, temporaries, trainees and employees on contract at their workplace or at client sites. Internal Complaints Committee(s) (ICC) has been set up to redress complaints received regarding sexual harassment. The cases reported to such Committee(s) are investigated by the respective Committee(s) members and the detailed report thereon is presented to the Board of Directors on a regular basis. During the year under report, your Company did not receive any case of sexual harassment and hence as at March 31, 2024, there were no pending cases of anti-harassment in your Company.

MATERIAL CHANGES AFFECTING THE COMPANY:

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's Operations in future.

PARTICULARS OF EMPLOYEES:

a) Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The remuneration and perquisites provided to our employees including that of the Management are on a par with industry levels. The Nomination and Remuneration Committee continuously reviews the compensation of our senior executives to align both the short-term and long-term business objectives of the Company and to link compensation with the achievement of measurable performance goals.

Remuneration paid to Board of Directors of the Company:

Name of Director	Title	Remuneration in financial year 2022-2023	Remuneration in Financial Year 2023-2024	No. of shares held in the Company
Mr. J ashwant B Mehta	Non-Executive Director	NIL	NIL	8,64,440
Mr. Chetan Mehta	Executive Director and Chief Financial Officer (Resigned w.e.f. Sept., 2022)	NIL	NA	8,64,440
Mr. Rajesh Loya	Whole Time Director/CFO	NIL	NIL	NIL
Mr. Maneesh Taparia	Non-Executive Independent Director	Rs.13,000/- (Sitting fees)	Rs. 4,000/-	NIL
Ms. Dhwani Mehta	Non-Executive Director	NIL	NIL	NIL
Mr. Gautam Shah	Non-Executive Independent Director	Rs.8,000/- (Sitting fees)	Rs.1,000/-	NIL
Mr. Amit Shah	Non-Executive Independent Director	Rs.13,000/- (Sitting fees)	Rs.3,000/-	4810
Mr. Jaydeep Mehta	Executive Director	NIL	NIL	8,64,450
Mr. Nikhil V.Mehta	Executive Director & CEO	NA	NIL	8,64,440

Remuneration paid to the Key Managerial Personnel's of the Company:

Name of KMP	Title	Remuneration in financial year 2022-23	Remuneration in Financial Year 2023-24	No. of shares held in the Company
Mr. Rajesh Loya	Whole time Director/ CFO	NIL	NIL	NIL
Mr. Chetan Mehta	Director and Chief Financial Officer (Resigned w.e.f. Sept., 2022)	NIL	NA	8,64,440
Ms. Vedashri Chaudhari (Resigned w.e.f. July, 2023)	Company Secretary and Compliance Officer	4,80,000 P.A	1,20,000	NIL
Mr. Nikhil V. Mehta	Executive Director & CEO	NIL	NIL	8,64,440
Mr. Kapil M Purohit (Appointed w.e.f. Sept. 2023)	Company Secretary and Compliance Officer	NA	3,90,000	NIL

During the Financial Year 2023-2024 the Company had an average count of 34 employees on the payroll of the Company.

b). Information as per Rule 5(2) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The information required under Section 134 read with Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules for the year ended 31^st March, 2024 is not applicable to the Company as none of the employee is drawing remuneration more than the limits presently specified under the said rules.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to Section 135(2) of the Companies Act, 2013 the Board's Report should disclose the responsibility undertaken and committee constituted for the same.

However, your Company has not earned sufficient profits for the financial year 2023-2024 and thus does not require complying with the provisions of Corporate Social Responsibility.

RISK MANAGEMENT POLICY:

The Company recognizes that risk is inherent to any business activity and that managing risk effectively is critical to the immediate and future success of the Company. Accordingly, the Company has established a Risk Management Policy which has helped in overseeing the risks, management of material business risks and also helps in internal control of the Company. The Policy is displayed on the website of the Company, www.clubemerald.in under the heading Policies of Company.

The Management of your Company is vigilant about their responsibility of overseeing and reviewing that the risk that the organization faces such as strategic, financial, credit, market, liquidity, security, property, regulatory or any other risk have been defined and assessed. There is adequate risk management infrastructure in place capable of addressing those risks.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR 31^st MARCH, 2024.

There were neither any applications made under the Insolvency and Bankruptcy Code, 2016 nor any proceedings were pending.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a brief note on Management Discussions and Analysis of the results for the year under review is given in Annexure which forms part of the Directors' Report

WHISTLE BLOWER POLICY:

The Company promotes ethical behavior in all its business activities and is in process of establishing a mechanism for reporting illegal or unethical behavior. The Company has thus formed a vigil mechanism and Whistle blower policy under which the employees are free to report violations of the applicable laws and regulations and the Code of Conduct.

The reportable matters would be disclosed to the Audit Committee. The Policy is displayed on the website of the Companywww. ap teindia. com /www.clubemerald.in under the heading Policies of Company.

INDUSTRIAL RELATIONS:

Industrial Relations remained cordial throughout the year under review.

ACKNOWLEDGEMENT:

The Directors thank Your Directors wish to place on record their appreciation for the dedicated services of the employees of your company at all levels.

For and on Behalf of Board of Directors, Emerald Leisures Limited

Sd/-	Sd/-
Rajesh M. Loya	Nikhil V. Mehta
Whole Time Director&	Executive Director& CEO
CFO	DIN: 00252482
DIN: 00252470
Date: 04^th September, 2024
Place: Mumbai