To
The Members,
The Board of Directors of Fomento Resorts and Hotels Limited (your Company
or the Company) have the pleasure of submitting their Annual Report together
with the Audited Financial Statements for the year ended March 31, 2023.
1. FINANCIAL RESULTS AND APPROPRIATION
(Amount in Lakhs)
Particulars |
F.Y. 2022-23 |
F.Y. 2021-22 |
Income |
23,085.39 |
12,960.62 |
Operating Expenses |
15,445.03 |
9,523.90 |
Gross Operating Profit(PBIDT) |
7,640.36 |
3,434.72 |
Less: |
|
|
Interest and Financial Charges |
5,935.41 |
5,721.58 |
Depreciation |
4,233.29 |
4,053.60 |
Profit before Extra-Ordinary and Exceptional Items &Tax |
(2,528.34) |
(6,338.46) |
Exceptional Items |
- |
(450.57) |
Profit Before Tax (PBT) |
(2,528.34) |
(6,789.03) |
Tax Expense |
502.27 |
1,697.18 |
Profit/(Loss) After Tax (PAT) |
(2,026.07) |
(5,091.85) |
Add Surplus/(Deficit) brought forward from the previous year |
(2,717.83) |
2,419.16 |
Profit available for appropriation |
(4,743.90) |
(2,672.69) |
Appropriation |
|
|
a) Transfer to General Reserve |
- |
- |
b) Re-measurement of defined benefit obligation |
6.07 |
(45.14) |
c) Dividend (including dividend distribution taxes) |
- |
- |
Balance carried to Balance Sheet |
(4,737.83) |
(2,717.83) |
Earnings per share before Exceptional Item (Basic and Diluted) (in
Rs.) |
(7.00) |
(23.82) |
2. COMPANY'S PERFORMANCE
On a standalone basis, the total revenue of the Company for the financial year 2022-23
stood at Rs. 23,085.39 lakhs as compared to Rs. 12,960.62 lakhs in the previous year. The
Total Income from operations for the current year was Rs. 23,085.39 lakhs compared to Rs.
12,960.62 lakhs in the previous year. Of the above income, the Operational revenue was
Rs.22,645.02 lakhs as against Rs. 12,743.12 lakhs of the previous year. The company
achieved higher revenues across the business segments viz, rooms, banquets and restaurants
compared to the previous financial year. The business improved during the year under
review due to removal of restrictions on foreign travel and inter-state travel and the
increase in vaccination drive across the country. Consequently, the company reported a
Loss after Tax of Rs. 2,026.07 lakhs for the year as compared to Loss after Tax of Rs.
5,091.85 lakhs in the previous year.
During the year, the Company incurred a net loss of Rs. 2,528.34 lakhs including
depreciation of Rs. 4,233.29 lakhs as against the net loss of Rs. 6,338.46 lakhs for the
previous year including the depreciation of Rs. 4,053.60 lakhs.
3. ECONOMIC SCENARIO AND BUSINESS OUTLOOK
The Indian economy has exhibited remarkable resilience and robust growth in the first
half of FY 2022-23, surpassing that of other major economies and bolstering macroeconomic
stability. India's Gross Domestic Product (GDP) at current prices is estimated to have
reached Rs. 36.85 lakh crore (US$ 447.44 billion) in the first quarter of2022-23,
indicating a growth rate of13.5% as compared to Rs. 32.46 lakh crore (US$ 394.13 billion)
in the previous fiscal year. As India takes up the mantle of the G20 presidency with the
theme of Vasudhaiva Kutumbakam or One Earth, One Family, One
Future, it has assumed a leadership position on the global stage. India has
identified a number of priority areas for action during its G20 presidency, including
sustainable, equitable, and inclusive growth, digital public infrastructure and
technology-enabled development, climate financing, energy security, and multilateral
reforms, among others. India's G-20 presidency has been a major boost to Indian Tourism
and will also benefit Taj Resort & Convention Centre, Goa & Cidade de Goa.
The services sector is the predominant contributor to India's GDP and has attracted
substantial foreign investment, contributed significantly to exports, and generated
substantial employment opportunities. With a growth rate of 9.2%, the Indian services
industry is the fastest-growing globally, accounting for a 66% share in the country's GDP
and 28% of its total employment. The Indian government's initiatives, such as Smart
Cities, Clean India, and Digital India, have fostered an enabling environment that has
strengthened the services sector. This sector has the potential to offer a
multi-trillion-dollar opportunity, providing mutually beneficial growth prospects for all
nations.
Asia followed by Europe and America to be the major source markets for India. India is
forecasted to witness 13.34M inbound visitors by the year 2024, which is 22% higher than
2019 (10.93M). However, 2023 is expected to witness only 8.5M inbound tourists (22% lower
than 2019). January- August, 2022 inbound visitors were 3.2M as compared to 6.9M in
January-August, 2019 (53% lower).
The State of Goa has witnessed a surge in tourism and infrastructure development,
notably with the inauguration of the Mopa International Airport, the second Greenfield
international airport in the region, with a capacity to handle 30 million passengers
annually by phase IV. Additionally, the new Zuari Bridge has substantially reduced travel
time between the northern and southern parts of Goa. The steadfast infrastructure
development in the region has resulted in an influx of tourists eager to explore both
regions.
The hotel industry in Goa has proven to be a vital component of the state's thriving
tourism ecosystem, offering accommodation to visitors from all over the world. Recent
trends suggest that the sector is assured for significant growth, fuelled by high demand
for tourism services. In line with data from IBEF, the Indian travel market is expected to
expand to US$ 125 billion by FY27, up from an estimated US$ 75 billion in FY20. The
hospitality industry has demonstrated remarkable resilience in adapting to the challenges
posed by the pandemic, with government intervention and infrastructure investments helping
major hotel brands such as IHCL to navigate previously difficult pandemic situations. In
order to sustain long-term growth, our company is committed to being mindful of our impact
on the environment and adopting sustainable practices to promote responsible growth.
Despite the positive outlook, it is important to acknowledge the obstacles that must be
overcome for continued success. High inflationary pressures, supply chain disruptions, and
currency fluctuations have contributed to increased operational expenses for hotels, while
ongoing construction projects have been impacted by rising input and construction costs
due to global inflationary trends. In addition, the industry is grappling with a severe
talent shortage, as it strives to rebuild its workforce to pre-pandemic levels.
Overall, India's economic performance in the first half of FY 2022-23 has been
impressive, driven by the strong growth of the services sector and the hotel industry in
Goa. The government's initiatives and budgetary allocation highlight its commitment to
fostering sustained growth in these sectors, despite the obstacles and challenges faced.
While uncertainties remain, the bright outlook along with government's support indicate
that the industry is ripe for investment and advancement.
Business Travel and Meetings set to continue on a growth trajectory, despite
geopolitical uncertainties as industries are recovering beyond pre-pandemic levels which
remained key for the Taj Resort & Convention Centre & Cidade de Goa complex
offering the perfect landscape for local, national and upcoming global events along with
high volume MICE. Consumer demand and consumption have grown significantly in last 2
quarters. This trend is now expected to sustain and grow significantly across industry at
an estimated annual rate of 5.8% till 2032.
4. ISSUE OF ADDITIONAL EQUITY SHARES
During the year under review, the Company on June 13, 2022 allotted 4,81,927 equity
shares of Rs. 10/- each @Rs. 166/- by way of preferential allotment to the Promoters, Mrs.
Anju Auduth Timblo and Mr. Auduth M. Timblo on receipt of approval through postal ballot
by the equity shareholders and preference shareholders of the Company on May 31, 2022.
5. SHARE CAPITAL:
The paid-up share capital of the Company as on March 31, 2023 stood at Rs.
98,54,56,870/- consisting of 2,85,45,687 equity shares of Rs. 10/- each and 70,00,000
Cumulative, Non-Convertible, Redeemable Preference shares of Rs. 100 each.
6. CAPITAL REDUCTION:
(a) Members of the Company by way of Postal Ballot on May 31, 2022 approved a special
resolution under Section 66 of Companies Act, 2013 read with NCLT (Procedure for Reduction
of Share Capital) Rules, 2016 for reduction of issued, subscribed and paid-up equity share
capital from INR 29,07,08,630/- (Indian Rupees Twenty Nine Crore Seven Lakh Eight Thousand
Six Hundred and Thirty Only) consisting of 2,90,70,863/- (Two Crore Ninety Lakh Seventy
Thousand Eight Hundred and Sixty Three) Equity shares of Face Value INR 10/- (Indian
Rupees Ten only) each to INR 28,54,56,870/- (Indian Rupees Twenty Eight Crore Fifty Four
Lakh Fifty Six Thousand Eight Hundred and Seventy Only) consisting of 2,85,45,687/- (Two
Crore Eighty Five Lakhs Forty Five Thousand Six Hundred and Eighty Seven) Equity shares of
Face Value INR 10/- (Indian Rupees Ten only) each by cancelling and extinguishing in
aggregate, 1.81% (One point eighty one percent) of the total issued, subscribed and paid
up equity share capital of the Company, comprising of 5,25,176/- (Five Lakh Twenty Five
Thousand One Hundred and Seventy Six) equity shares of Face Value INR 10/- (Indian Rupees
Ten only) each held by the Non-Promoter shareholders of the Company by paying a
consideration of INR 166/- (Indian Rupees One Hundred and Sixty Six) per equity share to
such Non-Promoter Shareholders.
(b) The Company had filed a petition with the Honorable National Company Law Tribunal
(NCLT), Mumbai Bench on June 28, 2022 for reduction of equity share capital. The Honorable
NCLT vide its order dated January 20, 2023 has allowed the petition for reduction of the
equity share capital of the Company and the said order was registered by the Registrar of
Companies, Goa on March 20, 2023 vide a certificate issued u/s 66(5) of the Companies Act,
2013.
(c) In this regard, the Company had fixed February 15, 2023 as the Record date for the
purpose of determining the Non-Promoter Shareholders entitled to receive consideration on
reduction of the equity share capital. As on the date of signing this report, the Company
has undertaken necessary steps to discharge the consideration after deduction of tax at
source, if applicable to the Non-promoter Shareholders and the shares stand cancelled in
the books of the Company.
7. DIVIDEND:
In spite of revival of business during the year the Company is setting aside surplus
cash generated during the year under review. The Board of Directors decided not to declare
any dividend for the financial year 2022-23.
8. TRANSFER TO RESERVES:
The Company does not propose to transfer any amount to reserves during the year.
The Company has appropriated a sum of Rs. 819.28 lakhs towards capital reduction from
General Reserves during the year.
9. BORROWINGS:
During the year under review
The long term borrowings of the Company stood at Rs. 47,894 lakhs for the year ended
March 31, 2023 as compared to Rs. 50,524 lakhs as at March 31, 2022.
During the year the existing borrowings held by the Company were refinanced by HDFC
Bank Limited on September 30, 2022 which enabled the Company to avail term loan at a
reduced interest rate. The Company's working capital term loan facility has also been
refinanced by HDFC Bank Limited Rs.10,704 lakhs crores under the Emergency Credit Line
Guarantee Scheme (ECLGS) 3.0, operational guidelines issued by the National Credit
Guarantee Trustee Company Limited (NCGTCL), a wholly owned Trustee Company of Government
of India) and also sanctioned additional facility as per the prescribed guidelines.
The Company re-paid Rs. 2,630 lakhs of principal during the FY 2022-23.
Credit Rating :
As on March 31, 2023, Company's credit rating profile stood as under:
Instrument |
Credit Rating Agency |
As at March 31, 2023 |
Bank Term Loan (Long - term) |
Acuite Ratings & Research Limited |
ACUITE BBB |
10. CAPITAL EXPENDITURE:
As at March 31, 2023, the gross tangible and intangible assets, including capital
work-in-progress stood at Rs. 71,662.87 Lakhs. Depreciation of Rs. 9,807.05 Lakhs is
charged up to March 31, 2023. Additions during the year to Property, Plant and Equipment
amounted to Rs. 7,024.19 Lakhs and to CWIP amounted to Rs. 443.12 Lakhs and deduction of
tangible assets Rs. 3,740.77 Lakhs.
11. INSURANCE:
All properties and insurable interests of the Company including building, plant and
machinery and stocks have been fully insured.
12. HOTEL RENOVATION/REFURBISHMENTS:
CIDADE DE GOA
Over the past year, the Company has made significant progress in its phased
refurbishment plan. We are proud to announce the successful completion of renovation in
the lobby area and 91 guest rooms, which have been thoughtfully designed to cater to the
discerning needs of individual and business travelers. In addition to this, we have also
upgraded our facilities, including the swimming pool and Pool bar, Taverna Bar, Main
porch, and the surrounding landscaping. These enhancements are expected to attract a wider
range of guests, from FITs to those seeking larger functions, exhibitions, conferences,
and events. We are confident that the synergy between Cidade de Goa and Taj Resort &
Convention Centre in Goa will further strengthen our position in the market.
13. EXPANSION
The civil works and interiors for the new five star hotel project site at Aarvli,
Sindhudurg, Maharashtra is in advanced stages. The project would consist of around 25 keys
and is expected to be operational during FY 2023-24.
14. PUBLIC DEPOSITS:
During the year under review, the Company has not accepted or renewed from public any
amount falling within the purview of provisions of Section 73 of the Companies Act, 2013
(the Act') read with the Companies (Acceptance of Deposit) Rules, 2014.
15. PARTICULARS OF LOANS/ADVANCES/INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR
The Company has not given any Loans/Guarantees and not made any Investments during the
Financial Year 2022-23, as required under the provisions of Section 186 of the Companies
Act, 2013 read with Companies (Meetings of the Board and its Powers) Rules, 2014.
16. DEPOSITORY SYSTEM
The Company's Equity shares are not listed on any stock exchange and are being traded
on off-market platform. As on March 31, 2023, 2,88,16,207 (99.12%) of the total share
capital was held in dematerialized form with National Securities Depository Limited (NSDL)
and Central Depository Services (India) Limited (CDSL). However, the shares stand
cancelled pursuant to registration of the order passed by Honorable NCLT, Mumbai Bench
allowing reduction of the equity share capital of the Company held by the Non-Promoter
shareholders.
As on the date of this report the Company is in the process of extinguishing the equity
shares held in the dematerialized form by the Non-Promoter shareholders as the capital
reduction payment is disbursed to the Non-promoter shareholders pursuant to the order of
NCLT, Mumbai approving the capital reduction of the Company.
17. STATUTORY AUDITORS:
Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and
Auditors) Rules, 2014, the Company had appointed Messrs Sudha Suresh Pai & Associates,
Chartered Accountants, (ICAI Registration No. 118006W), as the Statutory Auditors of the
Company for a period of 5 years commencing from the conclusion of 51st AGM till
the conclusion of 56th AGM.
The Report given by Messrs Sudha Suresh Pai & Associates, Chartered Accountants on
the financial statements of the Company for the year 2022-23 is part of the Annual Report.
The Auditors' Report does not contain any qualification, reservation or adverse remark.
During the year under review, the Auditors had not reported any matter under Section 143
(12) of the Companies Act, 2013. The Ministry of Corporate Affairs vide its notification
dated 7th May 2018, has dispensed with the requirement of ratification of Auditor's
appointment by the shareholders, every year. Hence, the resolution relating to
ratification of Auditor's appointment is not included in the Notice of the ensuing Annual
General Meeting.
18. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies ( Appointment and
Remuneration of Managerial Personnel) Rules, 2014, your Directors have appointed Mr.
Shivaram Bhat, Practising Company Secretary (Certificate of Practice Number: 7853), to
undertake the Secretarial Audit of your Company for the financial year 2022-23.
The Secretarial Audit Report does not contain any qualifications, reservations or
adverse remarks . The Report in Form MR-3 is enclosed as Annexure D and
forms part of the Board's Report.
19. INTERNAL FINANCIAL CONTROLS
Your Company's internal control systems are commensurate with the nature, size and
complexity of its business. Your Company has an effective internal control system for all
the major processes to ensure accuracy and reliability of financial reporting, timely
feedback on achievement of operational and strategic goals, compliance with policies,
procedures, laws and regulations, safeguarding of assets and economical and efficient use
of resources.
The Internal control system basically covers the area of Accounting control, internal
audit, compliance audit at regular intervals by the Internal Auditor. The Internal
Auditors also asseses opportunities for improvement in business processes, systems and
controls, provides recommendation, design to add value to the organization and follow up
the implementation of corrective actions and improvements in business processes after
review by the Audit Committee.
During the financial year under review, no material or serious observations have been
received from the Auditors of the Company, citing inefficacy or inadequacy of such
controls.
20. INTERNAL AUDITORS
The Board of Directors of the Company have appointed M/s. Ashustosh Kharangate &
Co, as Internal Auditors to conduct internal audit of the Company's Hotels for the
Financial Year 2022-23 and the Internal Auditors present the observations to the Audit
Committee at the meetings held of the Audit Committee every quarter. The Internal Auditors
directly report to the Audit Committee of the Board.
21. CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of Business of the Company during the year under
review.
22. INSURANCE
All properties and insurable interests of the Company including building, plant and
machinery and stocks have been fully insured.
23. WEB ADDRESS FOR ANNUAL RETURN AND OTHER POLICIES/DOCUMENTS
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, the draft
Annual Return of the Company for the Financial Year ended March 31, 2023 is uploaded on
the website of the Company at www.frhl.in The final Annual Return shall be uploaded
on the website after the said Return is filed with the Registrar of Companies, Goa.
24. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP's):
The Board has a balanced composition with representation of relevant ideas, types of
expertise and backgrounds. The Board has an optimal constitution of executive, non-
executive and independent directors having an in depth knowledge of the hospitality
industry with expertise in their respective areas of specialization.
The Board meets at regular intervals to review the performance of the Company. During
the year ended March 31, 2023 Eight board meetings were held i.e. April 21, 2022, May 4,
2022, June 13, 2022, August 12, 2022, September 19, 2022, November 18, 2022, February 6,
2023 and March 6, 2023.
The Annual General Meeting of the Company for F.Y. 2021-2022 was held on September 23,
2022 at 4:00 P.M. at the registered office of the Company.
Attendance at the Board meeting:
Sr. Name of the Director No. |
Category of Director |
No. of meetings entitled to attend |
No. of meetings attended |
Attendance of the Director at the AGM |
1 Mr. Auduth Timblo* DIN:00181589 |
Chairman (Promoter & Non-Executive) |
8 |
7 |
Yes |
2 Mrs. Anju Timblo* DIN: 00181722 |
Managing Director & CEO (Promoter and Executive) |
8 |
7 |
Yes |
3 Mr. Jamshed Delvadavala DIN: 00047470 |
Independent Director (Non-Executive) |
8 |
8 |
Yes |
4 Mr. Vinayak Padwal DIN: 00198772 |
Independent Director (Non-Executive) |
8 |
8 |
Yes |
5 Mr. Sujjain Talwar DIN: 01756539 |
Independent Director (Non-Executive) |
8 |
8 |
Yes |
*Mr. Auduth Timblo and Mrs. Anju Timblo are related to each other. None of the other
Directors are related inter-se. Appointments
For the purpose of compliance with Section 152 of the Companies Act, 2013 and for
determining the Director liable to retire by rotation, the Board at its meeting held on
May 5, 2023, took note of the consent given by Mr. Auduth Timblo, being longest in office,
to retire by rotation at the ensuing Annual General Meeting of the Company. Accordingly,
the Board noted that Mr. Auduth Timblo, Director and Non-Executive Chairman shall be the
Director liable to retire by rotation and being eligible, has offered himself for
re-appointment. The Directors recommend re-appointment of Mr. Auduth Timblo.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel
(KMP) of your Company are Mrs. Anju Timblo, Managing Director & CEO, Mr. M. A. Hajare,
Chief Financial Officer and Mrs. Asmeeta Matondkar, Company Secretary. There has been no
change in Key Managerial Personnel's during the year.
Board Evaluation
Pursuant to provisions of the Companies Act, 2013 the Board of Directors has carried
out Performance Evaluation of Directors individually including the Independent Directors,
Board as a whole as well as the evaluation of the working of its Committees namely Audit
Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee,
Risk Management Committee and Corporate Social Responsibility Committee.
Further, 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. The same was discussed in the Board meeting at which the performance of the
Board, its Committees and individual directors was also discussed. Performance evaluation
of Independent Directors was done by the entire Board, excluding the Independent Director
being evaluated.
The Chairman of the Board and the Nomination and Remuneration Committee reviewed the
performance of the individual directors on the basis of the criteria approved by the
Board. Each Committee and the Board expressed satisfaction on the performance of each
Director.
Meeting of Independent Directors
A separate meeting of Independent Directors as required under the Schedule IV of the
Companies Act, 2013 was held on March 23, 2023, without presence of Non-Executive &
Executive Directors. Such meeting was conducted to review and evaluate
a) the performance of Non-Independent Directors and the Board as a whole, (b) the
performance of the Chairperson of the company, taking into account the views of Executive
Directors and Non-Executive Directors and (c) assess the quality, quantity and timeliness
of flow of information between the Company's management and the Board that is necessary
for the Board to effectively and reasonably perform their duties. The Independent
Directors expressed their satisfaction with the performance of Non-Independent Directors
and the Board as a whole and the Chairman of the Independent Directors meeting briefed the
outcome of the meeting to the Chairman of the Board.
The Independent Directors expressed satisfaction with the overall performance of the
Directors and the Board as a whole. PROCESS OF AGENDA CIRCULATION:
A detailed agenda for the meeting of the Board of Directors and its Committees is
usually prepared and circulated in electronic form to the Board of Directors.
Board Diversity
A diverse Board enables efficient functioning through differences in perspective and
skill, and also fosters differentiated thought processes at the back of varied industrial
and management expertise, gender, knowledge and geographical background.
The Board recognizes the importance of a diverse composition and has adopted a Board
Diversity Policy which sets out the approach to diversity.
Committees of the Board
Currently, the Board has five committees: the Audit committee, the Nomination and
Remuneration committee, the Corporate Social Responsibility committee, the Stakeholders
Relationship committee and the Risk Management committee.
25. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from all Independent Directors that they meet the
criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 (the
Act). Pursuant to the provisions of Section 149 of the Act, the Independent Directors have
submitted declarations that each of them meet the criteria of Independence as provided in
Section 149(6) of the Act along with Rules framed thereunder. The Board of Directors of
the Company has taken on record the declaration and confirmation submitted by the
Independent Directors. There has been no change in the circumstances affecting their
status as Independent Directors of the Company.
The Independent Directors of the Company have confirmed that they have registered names
in the data bank of Independent Directors maintained with the Indian Institute of
Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment & Qualification of Directors) Rules, 2014.
26. AUDIT COMMITTEE:
The Board has constituted an Audit Committee of qualified and competent members in
compliance with Section 177 of the Companies Act, 2013 and Rule 6 of the Companies
(Meetings of Board and its Powers) Rules, 2014. The following Directors were serving on
Audit Committee of the Board of Directors as on March 31, 2023:
Mr. Jamshed Delvadavala - Chairman
Mrs. Anju Timblo - Member
Mr. Vinayak Padwal - Member
Mr. Sujjain Talwar - Member
The Statutory Auditors and Internal Auditor are Invitees at the Audit Committee
meetings. The Group Chief Financial Officer, Chief Financial Officer, Head of Finance and
the General Manager are also invitees at the Audit Committee meetings.
During the financial year 2022- 2023, four Audit Committee meetings were held on April
21, 2022, May 4, 2022, August 12, 2022, November 18, 2022 and March 6, 2023.
Attendance at the Audit Committee Meetings:
Sr. Name of the Director No. |
No. of meetings entitled to attend |
No. of meetings attended |
1. Mr. Jamshed Delvadavala |
5 |
5 |
2. Mrs. Anju Timblo |
5 |
4 |
3. Mr. Vinayak Padwal |
5 |
5 |
4. Mr. Sujjain Talwar |
5 |
4 |
27. NOMINATION AND REMUNERATION COMMITTEE
The Board has constituted a Nomination & Remuneration Committee as per provisions
of Section 178 of the Companies Act, 2013 read with the Companies (Meetings of Board and
its Powers) Rules, 2014. The following directors were serving on Nomination and
Remuneration Committee as on March 31, 2023:
Mr. Vinayak Padwal - Chairman
Mr. Jamshed Delvadavala - Member Mr. Sujjain Talwar - Member
During the financial year 2022-23 a meeting of the Nomination and Remuneration
Committee was held on March 23, 2023. Attendance at the Nomination and Remuneration
Committee meeting:
Sr. Name of the Director |
No. of meetings |
No. of meetings |
No. |
entitled to attend |
attended |
1. Mr. Vinayak Padwal |
1 |
1 |
2. Mr. Jamshed Delvadavala |
1 |
1 |
3. Mr. Sujjain Talwar |
1 |
1 |
REMUNERATION POLICY
The Company has a Nomination and Remuneration Policy for director's appointment and
remuneration and Senior Management
Personnel's appointment and remuneration . There has been no change in the policy
during F.Y. 2022-23. https://frhl.in/
investor-relat.ion/doc/302_27_new_file_Nominat.ion_and_Remunerat.ion_Policy-1.pdf
The aims and objectives of the remuneration policy are as follows:
a. To formulate a criteria for determining qualifications, competencies, positive
attributes and independence for the appointment of a director (Executive/Non-Executive)
and recommend to the Board policies relating to remuneration of directors, KMPs and other
employees.
b. To formulate a criteria for evaluation of performance of all the directors on the
Board;
c. To devise a policy on Board diversity.
d. The remuneration policy aims to enable the company to attract, retain and motivate
highly qualified members at the Managerial level to persue the Company's long term growth.
e. The remuneration policy seeks to enable the company to provide a well-balanced and
performance-related compensation package, taking into account industry standards and
performance of the Company.
f. The remuneration policy will ensure that remuneration to Directors and Executives
involves a balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the company and its goals.
28. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility
Policy) Rules, 2014, as amended (CSR Rules), the Company has constituted a Corporate
Social Responsibility Committee (CSR
Committee) and has adopted a CSR Policy.
The following directors were serving on CSR Committee as on March 31, 2023:
Mr. Jamshed Delvadavala |
- Chairman |
Mrs. Anju Timblo |
- Member |
Mr. Vinayak Padwal |
- Member |
Mr. Sujjain Talwar |
- Member |
During the financial year 2022-23 a meeting of the CSR Committee was held on March 6,
2023. Attendance at the CSR Committee meeting:
Sr. Name of the Director No. |
No. of meetings entitled to attend |
No. of meetings attended |
1. Mr. Jamshed Delvadavala |
1 |
1 |
2. Mrs. Anju Timblo |
1 |
1 |
3. Mr. Vinayak Padwal |
1 |
1 |
4. Mr. Sujjain Talwar |
1 |
1 |
Annual Report on CSR activities is given in Annexure B of this Report. The CSR policy
is available on the website of your Company at
https://frhl.in/investor-relation/doc/592_27_new_file_CSR_Policy_2021 1_.pdf
29. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Board of Directors has constituted Stakeholders Relationship Committee as per
provisions of Section 178 of the Companies Act, 2013 to consider and resolve the
grievances of security holders of the Company. The following Directors were serving on
Stakeholders Relationship Committee as on March 31, 2023 :
Mr. Vinayak Padwal - Chairman
Mrs. Anju Timblo - Member
Mr. Jamshed Delvadavala - Member
During the financial year 2022-23 a meeting of the Stakeholders Relationship Committee
was held on March 6, 2023. Attendance at the Stakeholders Relationship Committee
meeting:
Sr. Name of the Director |
No. of meetings |
No. of meetings |
No. |
entitled to attend |
attended |
1. Mr. Vinayak Padwal |
1 |
1 |
2. Mrs. Anju Timblo |
1 |
1 |
3. Mr. Jamshed Delavadala |
1 |
1 |
The Company and its Registrar and Share Transfer Agents (RTA) make conscience attempts
to ensure expeditious redressal of shareholders grievances. Members can address their
requests/grievances to the Company at shareholders@frhl.in and to its RTA
investor@bigshareonline.com
The Registrar & Share Transfer Agents of the Company also deal with matters
relating to transfers/transmission/transposition/ consolidation/split-off
folio/re-materialisation/issue of duplicate share certificates/un-claimed dividend etc.
The Committee and the Board of Directors take note of the above matters taken care of
by the RTA at regular intervals.
Members can also contact our RTA at telephone number +91 022 62638200 in this
connection.
30. RISKMANAGEMENT:
The Company has in place, risk assessment and mitigation procedures which are
periodically reviewed by the Risk Management Committee and the Board of Directors of the
Company. These procedures ensure that the Management controls risk through an efficiently
defined framework.
The Board has constituted Risk Management Committee. The following directors and Senior
Management Personnel were serving on Risk Management Committee as on March 31, 2023:
Mr. Jamshed Delvadavala - |
Chairman |
Mrs. Anju Timblo - |
Member |
Mr. Vinayak Padwal - |
Member |
Mr. Sujjain Talwar - |
Member |
Mr. M. A. Hajare - |
Member |
During the financial year 2022-23 a meeting of the Risk Management Committee was held
on March 6, 2023. Attendance at the Risk Management Committee meeting:
Sr. Name of the Director /
No. Senior Management Employee |
No. of meetings entitled to attend |
No. of meetings attended |
1. Mr. Jamshed Delvadavala |
1 |
1 |
2. Mrs. Anju Timblo |
1 |
1 |
3. Mr. Sujjain Talwar |
1 |
1 |
4. Mr. Vinayak Padwal |
1 |
1 |
5. Mr. M. A. Hajare |
1 |
LOA |
The objective of the Committee is to establish a framework, monitor the risk management
plan of the Company and ensure its implementation. To lay down procedures for risk
assessment and minimization and to identify, evaluate and mitigate operational, strategic,
environmental risks and other risks related to the industry and the specific risks
associated with business of the Company.
The roles and responsibilities of the Risk Management Committee includes monitoring and
review of risk management plan and reporting the same to the Board of Directors, in
addition to any other terms as may be referred by the Board of Directors, from time to
time.
The Enterprise Risk Management (ERM) framework of the Company encompasses practice
relating to the identification, assessment, monitoring and mitigation of strategic,
operational and external environment risks to achieve key business objective. ERM
framework at the Company seeks to minimize the adverse impact of risks to our key business
objectives and enables the company to leverage market opportunities effectively. The
Company's risk management practices seek to sustain and enhance the long-term competitive
advantage of the Company.
The Committee reviewed the Company's risk management practices and activities. This
includes review of risks to the achievement of key business objectives covering growth,
profitability, operational excellence and actions taken to address these risks. The
Committee also reviewed the risk related to the Company and discussed priorities of risk
mitigation. The major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis. While acknowledging the
competitive nature of the business environment, the committee believes that the Company's
risk framework, along with risk assessment, monitoring, mitigation and reporting
practices, is adequate to effectively manage the foreseeable material risks. The risk
framework is also reviewed annually by the Board of Directors of the Company.
There is no risk identified which in the opinion of the Risk management Committee of
the Board may threaten the existence of the Company.
31. DIRECTORS' RESPONSIBILITY STATEMENT:
The Board of Directors acknowledges the responsibility for ensuring compliance with the
provisions of section 134(3)(c) read with section 134(5) of the Act, and in the
preparation of the annual accounts for the year ended on March 31, 2023, and state that:
a) in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit/ (loss) of the Company for that period;
c) the Directors 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;
d) the Directors have prepared the annual accounts on a going concern basis;
e) there is a proper system to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.
32. RELATED PARTY TRANSACTIONS:
The Company does not have any materially significant related party transaction, which
may have potential conflict with the interests of the Company at large. All the
transactions with related parties are in the ordinary course of business and at arm's
length basis and have been disclosed separately in the Notes to the Financial Statements.
The Related Party Transactions Policy is available on the Company's website www.frhl.in
The Company has entered into transactions with related parties in compliance with the
provisions of Sections 177 and 188 of the Act. The details of such related party
transactions have been disclosed in the financial statements as required under Indian
Accounting Standard (Ind AS) 24, Related Party Disclosures specified under Section 133 of
the Act.
A detailed statement of such related party transactions entered into pursuant to the
approval so granted are placed before the Audit Committee for their review on a quarterly
basis. The Form No. AOC-2 is annexed to this Report as Annexure A.
The Board has in place a policy on related party transactions which is available on the
Company's website at https://frhl.in/
investor-relation/doc/505_27_new_file_Related_Party_Transactions_Policy.pdf
33. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism system and has in place a Whistle Blower
Policy, a copy of which is available on the Company's website www.frhl.in at
the below weblink https://frhl.in/investor-relation/doc/377_27_new_file_ POLICY VIGIL
MECHANISM.pdf
The provisions of this policy are in line with the provisions of Section 177 (9) of the
Companies Act, 2013. Adequate safeguards have been provided against the victimization of
persons who use the vigil mechanism. All persons have been given direct access to the
Chairman of the Audit Committee to lodge their grievances. No person has been denied
access to the Audit Committee to lodge their grievances.
During the year under review, the Company through the Audit Committee has not received
any complaints relating to unethical behaviors, actual or suspected frauds, wrongful
practices, malpractices or violation of Company's code of conduct from any employee or
directors.
34. SUBSIDIARY COMPANIES:
The Company does not have any subsidiary.
35. PARTICULARS OF EMPLOYEES:
Information required pursuant to Section 197 read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the
employees of the Company is annexed as Annexure C.
The statements containing particulars of employees as required under section 197(12) of
the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014, is not provided since there were no employees drawing remuneration
of more than Rs. 102 lakhs or drawing remuneration of Rs. 8.50 lakhs per month if employed
part of the year as required under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
36. ANTI-SEXUAL HARASSMENT INITIATIVE:
The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual
Harassment in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
The Internal Complaints Committee has been set up to redress the complaints received
regarding sexual harassment.
All employees are covered under this policy. There were no complaints received during
the year.
37. TECHNOLOGY ABSORPTION AND CONSERVATION OF ENERGY:
(A) Technology Absorption:
The Company is in hospitality industry. Its activities do not involve the absorption of
technology as envisaged to be furnished pursuant to the Companies (Accounts) Rules, 2014.
During the year, the Company had continued its focus on energy
conservation measures that include: |
(a) Installation of variable frequency drive for exhaust fans |
(b) Water harvesting and use of natural water resources. |
(c) Installation of timers for public areas and Back of House areas. |
(d) Installation of aerators to reduce water consumption Besides
the above, the Company also took various operational measures to reduce energy consumption
by |
(a) Optimal use of lighting and other equipment, |
(b) Regulating of chilled water set points according to the ambient
temperature, |
(c) Setting bench marks for energy consumption by area |
(d) Regulating of hot water boiler setting according to the ambient
legislations. |
(e) Installation of variable frequency drives at the poolside coffee shop
Cafe Azul. |
(f) Upgradation of STP |
(g) Installation of energy efficient Chiller with screw compressor &
dual VFD. |
(h) Water harvesting by using Bandhara |
(i) Installation of conceal tanks for flushing in all the bay wing rooms
thus reducing water consumption. |
(j) Using of STP treated water for cooling Towers & landscaping.
Actions planned for the next year include: |
(a) Solar power generation |
(b) Replacement of fluorescent lamps by energy efficient LED lamps, |
(c) Replacement of old fan coil units |
(d) Replacement of motors with energy efficient motors. |
(e) Replacement of hot water boilers with heat pumps which will result in
saving of diesel cost. |
38. FOREIGN EXCHANGE EARNINGS AND OUT GO:
During the Financial Year 2022-23, the foreign exchange earnings of the Company
amounted to Rs.1662 lakhs as against Rs. 554 lakhs in the previous year. The expenditure
in foreign exchange during the Financial Year 2022-23 was Rs. 39 lakhs compared to Rs. 26
lakhs in the previous year.
39. EMPLOYEES
Relations between the management and the employees were cordial throughout the year.
Your Directors are pleased to record their appreciation of the devotion and sense of
commitment shown by all the employees in the organization. As on March 31, 2023, the
Company has an Organizational strength of 297 employees.
40. DISCLOURE UNDER RULE 8 (5)(VIII) OF COMPANIES (ACCOUNTS) RULES, 2014:
During the year under review, no significant and/or material orders were passed by any
regulatory authority or Courts or Tribunals against the Company impacting the Company's
going concern status or its operations in the future.
41. TRANSFER OF DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:
(A) Transfer of Unclaimed dividend:
The Company is required to transfer the dividend which remains unpaid or unclaimed for
a period of seven consecutive years or more, to the credit of the Investor Education and
Protection Fund (The IEPF'). Accordingly an amount of Rs. 1,12,500 /-, being
unclaimed dividend for the financial year ended March 31, 2015, was transferred to the
Investors Education & Protection Fund (IEPF) established by the Central Government.
(B) Transfer of shares to IEPF:
Pursuant to the provisions of Section 124 of the Act read with the Investor Education
and Protection Fund Authority (Accounting, Audit , Transfer and Refund) Rules, 2016
(IEPF Rules), 11250 equity shares of INR 10 each (nominal value) held by 66
shareholders were transferred to the Demat Account of Investor Education and Protection
Fund during the year 2022-23. The shares transferred to the IEPF Account including all the
benefits such as unclaimed dividend , accruing on such shares, if any, can be claimed from
the IEPF Authority by following the procedure prescribed under IEPF Rules. The Company had
sent individual notice to all the members whose shares were due to be transferred to the
IEPF Authority and had also published newspaper advertisement in this regard.
42. COST RECORDS
The Company is not required to maintain cost records in accordance with Section 148 of
the Act read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 as the
services of the Company are not covered under the said rules.
43. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION, IF ANY, OF THE
COMPANY:
There were no material changes and commitments, if any, 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.
44. CAUTIONARY STATEMENT
Risks, uncertainties or future actions could differ materially from those exposed in
the Director's Report. These statements are relevant on the date of this Report. We have
no obligation to update or revise any statements, whether as a result of new information,
future developments or otherwise. Therefore, undue reliance should not be placed on these
statements.
45. ACKNOWLEDGEMENTS
Your Directors would like to express their grateful appreciation for the assistance and
co-operation received from customers, bankers, Operator, suppliers, shareholders, Central
and State governments, other statutory authorities and others associated with the Company.
Your Directors also wish to place on record their deep sense of appreciation for the
excellent contribution made by employees at all levels, during the year under review.
|
For and on behalf of the Board of Directors |
|
Auduth Timblo |
Anju Timblo |
Place: Vainguinim Beach - Goa |
Director & Non Executive Chairman |
Managing Director & CEO |
Date: May 5, 2023 |
DIN : 00181589 |
DIN : 00181722 |
|