best eastern hotels ltd Directors report

Operating Results:

The Company has achieved total revenue of Rs. 605.52 lakh, a significant increase of 45.83% as compared to total revenue of Rs. 415.23 lakh recorded in the previous year. The Profit before Tax was Rs. 59.56 lakh as compared to loss before tax of Rs. 29.52 lakh in the previous year. One of the main reasons for increase in the turnover was expected recovery from COVID19 pandemic during FY 2020-21 and 2021-22.

Share Capital

The issued, subscribed and paid up equity share capital of the Company is Rs.1,68,50,000 divided into 1,68,50,000 of Rs. 1/- per share (Rupee One each).

10% Cumulative Non-Convertible Preference shares of the Company are Rs. 1,20,00,000 divided into 12,00,000 shares of Rs. 10/- per share (Rupee Ten each) During the year, the Company has not issued any equity or preference shares.

Dividend on Equity and Preference Shares:

Considering the necessity to conserve resources of the Company, the Board of Directors do not recommend any dividend for the year ended 31^st March 2023 on equity shares of the Company. However, the Board of Directors have declared a dividend at the rate of 10% on 10% Cumulative Non-Convertible Redeemable Preference Shares of Rs. 9.21 lac for financial year 2019-20 and Rs. 12.00 lac for each financial year 2020-21, 2021-22 and 2022-23 i.e. Rs. 36.00 lac for these three financial year. The dividend for these cumulative preference shares were not paid during financial year 2019-20, 2020-21 and 2021-22 due to loss in the respective financial year.

Transfer to Reserves:

No amount was transferred to the reserves during the financial year ended 31^st March 2023.

Deposits from Public:

The Company has neither invited nor accepted any deposits from Public. The Company does not have any unpaid or unclaimed deposits as at the end of financial year.

Directors and Key Managerial Personnel (KMP)

Shri Vinaychand Kothari (DIN: 00010974), Executive Non-Independent Director retires by rotation and being eligible offers himself for re-appointment.

Mr. Vinaychand Kothari (DIN: 00010974), Managing Director and Mr. Dilip V. Kothari (DIN: 00011043), Joint Managing Director of the Company, being eligible offer themselves for re-appointment for a term of 5 years with effect from 01.06.2024. The Board has recommended their reappointment at the forthcoming Annual General Meeting as Executive Non-Independent Directors of the Company, liable to retire by rotation.

Mr. Manohar Tambat (DIN: 00011062), is re-appointed for a second term of five (5) consecutive years commencing from 12.09.2022. The Board has recommended his reappointment at the forthcoming Annual General Meeting as Non-Executive Independent Director of the Company, not liable to retire by rotation.

The following policies of the company are attached herewith and marked as Annexure 1, Annexure 2 and Annexure 3. Policy on appointment of Directors and Senior Management (Annexure 1) Policy on Remuneration to Directors (Annexure 2) Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 3)Directors Responsibility Statement:

Pursuant to sub-section (5) of section 134 of the Companies Act, 2013, the Board of Directors of the company hereby state and confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had 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 and loss of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Corporate Social Responsibility (CSR):

The provisions of section 135 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your company.

However, Companys social welfare and community development initiatives focus on the key areas of education, health care. As a social responsible Corporate Citizen, the company continues to support a wide spectrum of community initiative through N.G.O.s / Charitable Institutes as well as programs for health, education and environment. Also your company carries Medical Camps for the locals of Matheran & surrounded areas on regular Basis, including vaccination for school children. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

Risk Management:

The Companys principal financial liabilities include borrowing, trade and other payables. The Companys principal financial assets include loans, trade receivable, cash and cash equivalents and others. The Company is exposed to credit risk, liquidity risk and market risk. The Companys senior management oversees the management of these risks. The Companys senior management provides assurance that the Companys financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Companys policies and risk objectives.

Vigilance Function:

Your Company has developed a structured mechanism of vigilance functions and is focused towards creation of value for all the stakeholders. The practices involve multi-layer checks and balances to improve transparency. Vigilance Awareness and preventive vigilance activities were continuously carried out during the year. Guidelines of central vigilance commission (CVC) are being followed.

Internal Financial Control and its Adequacy:

Your Company has put in place adequate internal financial controls with reference to the financial statements. The CFO periodically carries out inspection of assets, debtors and inventory. Audit Committee of the Company periodically reviews the internal financial controls.

Reporting of frauds by Auditors:

During the year, there were no instances of frauds reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.

Particulars of Loan, Guarantees and Investments under Section 186:

During the year, Company has not given any loan, guarantee or made investment covered under Sec 186 of Companies Act, 2013.

Related Party Transactions:

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 arms length basis.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties, which could be considered material. Particulars of contracts / arrangements / transactions made with related parties, in Form AOC-2 and Related Party Details as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("LODR") given in Annexure-4.

Subsidiaries, Joint Ventures and Associate Companies:

During the year under review, no company has become or ceased to be the Companys subsidiary, joint venture or associate company.

Details of Significant and Material Orders passed by the Regulators, Courts and Tribunals:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review, no case of sexual harassment was reported.

Material Changes and Commitment if any affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate and the date of the report:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report

Secretarial Standards:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

Performance Evaluation:

The annual evaluation of the performance of the Board, its Committees and of individual directors has been carried out by the NRC and the Board of Directors on the basis of criteria such as experience, competencies, performance of duties & obligations, contribution in the meetings and otherwise, independent judgment and impact made by being on the Board of the Company.

Meetings of the Board and Committees: Board:

During FY 2022-23, 5 (five) Board Meetings were held. Meetings were held on 30^th May 2022, 18^th July 2022, 12^th August 2022, 14^th November 2022 and 13^th February 2023.

Committees: Audit Committee:

During FY 2022-23, 5 (five) meetings were held on the following dates: 30^th May 2022, 18^th July 2022, 12^th August 2022, 14^th November 2022 and 13^th February 2023. The recommendation by the Audit Committee as and when made to the Board has been accepted. All members of the Audit Committee possess strong knowledge of accounting and financial management. The Chairman, the Managing Director, Chief Financial Officer, and Statutory Auditors are regularly invited to attend the Audit Committee Meetings. Significant audit observations and corrective actions as may be required and taken by the management are presented to the Audit Committee. The Board has accepted all recommendations made by the Audit Committee from time to time.

Nomination & Remuneration Committee:

During the year under review, 3 meetings were held on the following dates: 30^th May 2022, 12^th August 2022 and 13^th February 2023

Stakeholders Relationship Committee

Pursuant to the Companies Act, 2013 and the Listing Regulations, the Company has constituted a Stakeholders Relationship Committee. The Committee looks into the grievances of security holders of the Company.

During FY 2022-2023, the Committee met once on 18^th July 2022 to, inter alia, review the status of investors services rendered. The Committee was apprised of all the major developments on matters relating to investors. In addition, the Committee also looked into matters that can facilitate better investor services and relations. During FY 2022-2023, no complaints from investors were received on any matters.

Meeting of Independent Directors:

The Independent Directors of the Company meet without the presence of the Chairman, Managing Director / Chief Executive Officer, other Non- Independent Director, Chief Financial Officer, Company Secretary and any other Management Personnel. This Meeting is conducted to enable the Independent Directors to, inter-alia, discuss matters pertaining to review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors), assess 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 its duties. One meeting of Independent Directors was held on 13^th February 2023. The said meeting was attended by all Independent Directors of the Company.

Annual Return:

The Annual Return in Form MGT-7 for the financial year ended 31^st March 2023, is available on the website of the Company at www.ushaascot.com

Transfer of Dividend to IEPF:

In terms of Section 124 of the Act, dividends that are unclaimed/unpaid for a period of seven years are required to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government. Accordingly, unpaid / unclaimed dividend for the financial year ended on 31^st March 2016 is in process of being transferred to the IEPF. No claim lies against the Company in respect thereof.

Auditors:

M/s Sancheti & Co.(Firm Registration No. 000016C), Chartered Accountants retire as statutory auditors of the company at the ensuing Annual General Meeting.

The Board recommends the appointment of M/s GMJ & Co. (Firm Registration No. 103429W), Chartered Accountants as statutory auditors of the company for a period of five years i.e. from the conclusion of 80^th Annual General Meeting till the conclusion of 85^th Annual General Meeting of the Company subject to approval of the shareholders.

Auditors Report:

The comments made in Auditors Report read with notes on accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

Listing:

The Equity Shares of the Company are listed on BSE Limited, Mumbai. It may be noted that there are no payment outstanding to the said Exchange by way of listing fees etc.

Secretarial Audit Report:

In accordance with Section 204 of the Companies Act, 2013, the Company had appointed Ferrao MSR & Associates, Company Secretaries as Secretarial Auditors for the financial year ended 31^st March 2023. The Secretarial Auditors report forms part of the Annual Report.

Particulars of Employees:

Information as per Section 197 of the Companies Act, 2013 (the ‘Act) read with the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended by notification dated 30/06/2016, list of the top ten employees in terms of remuneration drawn is annexed as Annexure – 5. None of the employees are employed on a remuneration of Rs. 8,50,000/- p.m. or Rs. 1,02,00,000/- p.a.

Energy Conservation, Technology Transfer and Foreign Exchange Earnings and Outgo:

Information required to be disclosed pursuant to section 134 (3) (m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earning & outgo are furnished hereunder: a) Conservation of Energy: The Company has always given high priority to energy conservation. Constant efforts have been made to reduce energy consumption on continuous basis. Employee awareness and effective monitoring of uses of energy are being pursued. The Company is also examining the use of alternative source of energy. It had already implemented Hot Water System at the hotel site and converting normal lighting to PL/CFL lighting to save fuel and electricity consumption to the considerable extent. b) Technology Absorption: The Company being in the hospitality industry, its activities do not as such involve any technology absorption or expenditure on research and development. Nonetheless, the Companys endeavors would be to achieve what is best possible in its business. c) Foreign Exchange Earnings & Outgo: Rs.0.07 lakh being realization under credit cards (Previous year Rs. 0.46) and Outgo Rs. Nil (Previous year Nil)

Corporate Governance:

Regulation 15(2t) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 in respect of Corporate Governance is not applicable to your Company since the paid-up capital of the company is less than Rs. 3 crore.

Cost Records as Specified by the Central Government:

Making and Maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013 is not required by the Company.

Acknowledgements:

The Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, Central & State Government, Local Authorities and all other authorities during the year under review. Your Directors would also like to thank its customers, contractors and suppliers for their continuous support and confidence in its management.

The Directors would like to appreciate the efforts of the Companys employees for their dedicated support extended to the Company.