advani hotels resorts india ltd share price Directors report

To the Members,

Advani Hotels and Resorts (India) Limited

Your Directors take pleasure in presenting the Thirty Sixth (36^th) Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2023.

1. Financial Results

Your Companys financial performance during the Financial Year ended March 31, 2023 is summarized below:

( in Million)

Particulars	2022 - 2023	2021 - 2022
Total Income	1,006.29	522.21
Profit before Depreciation, Finance Costs and Tax	411.52	116.53
Less: Depreciation	26.27	28.68
Profit before Finance Costs and Tax	385.25	87.85
Less: Finance Costs	1.64	0.61
Profit before Tax	383.61	87.24
Less: Provision for Taxation
Current Tax	94.40	10.20
Deferred Tax Liability / (Asset)	2.36	11.96
Tax for earlier years	0.80	0.00
Profit for the year After Tax	286.05	65.08
Other Comprehensive Income (OCI) Net of tax	(0.17)	0.97
Total Comprehensive Income for the year	285.88	66.05
Profit brought forward from last year	217.14	151.09
Profit Available for Appropriation	503.03	217.14
Balance Profit carried to the Balance Sheet	332.88	217.14
Basic and Diluted Earnings per Equity Share of Rs. 2 each	6.19	1.41

2. Operational Performance of the Company:

Your Directors are pleased to share that this has been the best Financial Year in the history of the Company!

The Company achieved a total income of 1,006.29 Million during the Financial Year 2022 - 2023 which was 92.7% higher compared to 522.21 Million in the previous Financial Year. The Company crossed the total income of more than 1,000 Million for the first time which is the highest ever total income achieved by the Company in its lifetime. Some of this increase was because people could travel and did travel especially to Resort locations. We could increase our price due to increase in demand.

More importantly, during the Financial Year, the earnings before interest, taxes, depreciation and amortization (EBITDA) of the Company was higher by 253.1% at 411.52 Million as against 116.53 Million in the previous Financial Year, mainly on account of higher income. The EBITDA margin increased to 41% vs 22% in the previous Financial Year.

After considering finance cost of 1.64 Million and depreciation of 26.27 Million, Profit Before Tax was 383.61 Million, which is 340% higher than the previous Financial Year. With a tax provision of 97.56 Million, Profit After Tax was 286.05 Million in the Financial Year as against 65.08 Million in the previous Financial Year, a huge increase in comparison to previous Financial Years figures and registering a growth of 339.5% on a year-to-year basis. Finance costs for the Financial Year increased by from 0.61 Million to 1.64 Million. Finance Costs arose mainly due to the change in the definition of Finance Costs as per Ind AS 116.

The other highlights for the Financial Year 2022 2023 are as follows:

Cash Generated from Operations of 356.9 Million in the Financial Year, versus 146.4 Million in the previous Financial Year, reflecting an incremental growth of 144%.

Earnings Per Share of 6.2 (on a Face Value of 2.0 per Share) in the Financial Year, versus 1.4 in the previous Financial Year, reflecting an incremental growth of 343%.

Return on Assets of 34.7% in the Financial Year, versus 9.5% in the previous Financial Year.

To provide a broader perspective (beyond financial measures), from a qualitative perspective, we are pleased to inform that the Caravela Beach Resort, Goa received the below awards in the Financial Year 2022 2023:

In March 2023, the ‘Beach Hut restaurant at the Caravela won the ‘Times of India Food & Nightlife Award 2023, in the category of ‘The Best Regional Indian Premium Dining Restaurant. This is the second time the Caravela has won this award.

In February 2023, the resort was awarded the prestigious Booking.com ‘Traveller Review Award 2023 by Glen Fogel, the President & Chief CEO of Booking.com with a customer satisfaction rating of 8.2 points (out of a maximum of 10 points). This is the sixth consecutive year in which the resort has won this award.

In February 2023, the Caravela received the ‘Travellers Review Award 2022 in the ‘Luxury Segment, at the prestigious ‘Go-MMT Star Partners Award Ceremony, for securing consistently high customer satisfaction scores in the year 2022.

The Caravela also won the Goibibo Award for securing consistently high guest satisfaction scores of 4.5 stars out of maximum of 5.0 stars.

3. Borrowings:

The Company continues to be debt free and maintains sufficient liquid reserves to meet its strategic and operational requirements even after declaring two Interim Dividends aggregating to 170% ( 3.40 per Equity Shares of 2 each) viz. 1^st Interim Dividend of 100% and 2^nd Interim Dividend of 70% on Equity Share of 2 in December 2022 and May 2023 respectively.

4. Dividend and Dividend Distribution Policy:

Considering the life time best performance of the Company during the Financial Year under review, the Company declared 1 ^st Interim Dividend of 2 per Equity Share being 100% of the paid up Equity Share Capital of the Company on December 16, 2022, and 2^nd Interim Dividend of 1.40 per Equity Share being 70% of the paid up Equity Share Capital of the Company on May 19, 2023 for the Financial Year ended March 31, 2023.

This makes the total Interim Dividends for the Financial Year 2022 2023 equal to 170% i.e. 157.1 Million, versus 70% i.e. 64.7 Million in the previous Financial Year 2021 2022.

To conserve resources for future growth requirements, your Board is not recommending any further Dividend for the Financial Year under review.

The Company has voluntarily adopted a ‘Dividend Distribution Policy in lines with the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

5. Reserves:

During the Financial Year under review, a sum of 13.0 Million (previous year - Nil) was transferred to the General Reserve.

6. Upgradation and additions:

During the Financial Year 2022 - 2023, the Company has continued with the waterproofing of the hotel in a phased manner and completed the South Wing (‘A Section), Porch area and Lobby Entrance area.

The Company has added 2 luxury coaches and 2 Innova Crysta to its fleet for guest transportation, considering Mopa Airport became operational in January 2023. As per the Companys Environmental, Social, and Governance (ESG) values, the vehicles purchased are environment friendly and will enhance the guest experience in terms of comfort and safety. During the Financial Year under review, the Company has also replaced part of the fan coil units in rooms to improve the air conditioning and LED 55" TVs, mini bars, Onity safes, etc. to improve guest experience in the rooms. To maintain the large green lawns and golf course spread on 23 acres of the hotel property, the Company has procured TORO green master and TORO time cutter machines. To improve operational efficiency of the kitchen, the Company has upgraded planetary mixer, toasters, blowers, etc. To improve administration efficiency and to support operations, we have procured new Xerox cum printer machines, laptops, attendance systems and UPS, etc. in the hotel.

7. Material changes and commitments affecting financial the report:

There is no change in the capacity or nature of business of the Company during the Financial Year under review.

There were no material changes and commitments affecting the financial position of the Company between the end of the Financial Year to which the Financial Statements relate and the date of this report.

8. Share Capital of the Company:

During the Financial Year under review, there was no change in the paid up Share Capital of the Company. The paid-up Equity Share Capital of your Company as on March 31, 2023 was 9,24,38,500 (Rupees Nine Crore Twenty Four Lakh Thirty Eight Thousand Five Hundred only) divided into 4,62,19,250 Equity Shares having face value of 2 (Rupees Two only) each fully paid up.

9. Subsidiary / Joint Ventures / Associate Companies, etc.:

The Company had no Subsidiary, Joint Ventures or Associate Company during the Financial Year under review.

10. Sustainable Development:

Sustainability has been deeply embedded into the Companys business and has become an integral part of its decision making process while considering social, economic and environmental dimensions.

11. Corporate Social Responsibility (CSR) initiatives:

Pursuant to the provisions of Section 135 of the Companies Act, 2013 ("the Act"), read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has formed a Policy on Corporate Social Responsibility (‘CSR Policy). As part of its initiatives under CSR, the Company has contributed a sum of 25.84 Lakhs for promoting Animal Welfare, Health Care including Preventive Health Care & Empowering Women in accordance with Schedule VII of the Act read with CSR Policy towards its CSR obligations for the Financial Year under review.

As required under the provisions of Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, the brief outline / salient features of the CSR policy of the Company and Annual Report on the initiatives undertaken by the Company towards its CSR obligations during the Financial Year under review are set out in "Annexure A", which forms part of this report.

The CSR policy is available on the website of the Company at https://www.caravelabeachresortgoa.com/investor-relations.html.

12. Human Resources Development:

The Company has continuously adopted a structure that helps attract good external talent and incentivize internal talent to aspire towards higher roles and responsibilities. The Companys people-centric focus provides an open work environment, fostering continuous improvement and development. This has helped several employees realise their career aspirations.

The Company is committed to providing a healthy and safe work environment to all employees. The Companys workplace policies and benefits, employee engagement and welfare initiatives have addressed stress management and promoted work-life balance.

13. Business Risk Management:

The Company has a reasonable Business Risk Management (BRM) framework to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels, including documentation and reporting. The Board of Directors periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

14. Particulars of Loans, Guarantees and Investments:

The details of loans given, guarantees provided and investments made, if any, by the Company as required under Section 186 of the Act, read with the Companies (Meetings of Board and Its Powers) Rules, 2014 are given under Notes to Accounts on the financial statements forming part of this Annual Report.

15. Whistle Blower/ Vigil Mechanism Policy:

A fraud-free and corruption-free culture has been the core of the Company. The Company has established a vigil mechanism for reporting genuine concerns through the Whistle Blower Policy. It helps the Company to deal with instances of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The Whistle Blower Policy is posted on the Companys website at www.caravelabeachresortgoa.com/investorrelations.

We affirm that during the Financial Year 2022 - 2023, no employee or Director was denied access to the Audit Committee.

16. Directors and Key Managerial Personnel (KMP):

As on March 31, 2023, the Board of Directors comprised of Eleven Directors including one Independent Women Director. The Board has an appropriate mix of Executive Directors, Non-Executive Directors and Independent Directors, which is in compliance with the requirements of the Act and the Listing Regulations and is also aligned with the best practices of Corporate Governance.

(a) Appointment / Reappointment:

Mrs. Nina H. Advani (DIN: 00017274), who retried by rotation at previous 35^th Annual General Meeting held on September 27, 2022, was re-appointed as Director of the Company in terms of provisions of Section 152(6) of the Act.

No new Director was appointed on the Board of Directors of the Company during the Financial Year under review.

The members of the Company, in their 01/2022-2023 Extra Ordinary General Meeting held on August 25, 2022 re-appointed Mr. Prahlad S. Advani (DIN: 06943762) as the Whole Time Director and promoted him as the Chief Executive Officer of the Company, for a period of five years with effect from August 1, 2022 to July 31, 2027.

The members of the Company, in their 02/2022-2023 Extra Ordinary General Meeting held on December 20, 2022 re-appointed the following Directors:

(a) Mr. Sunder G. Advani (DIN: 00001365) as the Chairman & Managing Director of the Company, for a period of two years with effect from March 1, 2023 to February 28, 2025.

(b) Mr. Haresh G. Advani (DIN: 00001358) as the Executive Director of the Company, for a period of two years with effect from March 1, 2023 to February 28, 2025.

Further, upon resignation of Mr. Nilesh Jain, Company Secretary & Compliance Officer from the services of the Company from closing business hours of April 15, 2022, the Board of Directors of the Company appointed Mr. Vikram Soni as Company Secretary & Compliance Officer of the Company w.e.f. October 10, 2022. The appointment of Mr. Vikram Soni as Company Secretary & Compliance Officer of the Company is pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 6 of the Listing Regulations.

(b) Cessation:

There was no cessation from the Board of the Company during the Financial Year under review.

Mr. Sureesh Chander Mehta (DIN: 06992229), Independent Director of the Company resigned from the Board of Directors of the Company w.e.f. the close of business hours of 20^th April, 2023 due to his advancing age and ill health as mentioned in his resignation letter. He had given confirmation that there are no other material reasons other than those provided for his resignation.

The Board places on record its sincere appreciation for the valuable contribution made by him during his tenure as an Independent Director of the Company.

Mr. Nilesh Jain, Company Secretary & Compliance Officer of the Company resigned from the services of the Company w.e.f. the close of business hours of April 15, 2022.

(c) Retirement by rotation:

In accordance with the provisions of Section 152 of the Act read with the Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Menaka S. Advani (DIN: 00001375), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment and your Board of Directors, on the recommendation of Nomination and Remuneration Committee, recommends her re-appointment to the members of the Company.

Brief resume and other details of the Director proposed to be re-appointed as stipulated under Regulation 36(3) of the Listing Regulations and Secretarial Standard 2 on General Meetings is given in the Notice convening the 36^th Annual General Meeting of the Company.

(d) Declaration from Independent Directors:

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and pursuant to the provisions of Regulation 25 of the said Regulations that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct.

Further, the Independent Directors have also submitted their declarations in compliance with the provision of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, which mandated the inclusion of an Independent Directors name in the data bank of Indian Institute of Corporate Affairs ("IICA") till they continue to hold the office of an Independent Director.

None of the director of your Company are disqualified under the provisions of Section 164(2) of the Act. Your Directors have made necessary disclosures, as required under various provisions of the Act and the Listing Regulations.

In the opinion of the Board of Directors, all the Independent Directors are persons of integrity and possesses relevant expertise and experience.

(e) Evaluation of the Boards Performance:

The Board of Directors has devised a policy pursuant to the provisions of the Act and the Listing Regulations for performance evaluation of the Chairman, Board, Individual Directors (including Independent Directors) and Committees which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors.

The Nomination and Remuneration Committee of the Company has specified the manner of effective evaluation of the performance of the Board, its committees and Individual Directors of the Company and has authorized the Board to carry out the evaluation Based on the manner specified by the Nomination and Remuneration Committee, the Board has devised questionnaire to evaluate its performance and performance of its committees and Individual Directors and the Chairperson. The performance of each committee was evaluated by the Board, based on report on evaluation received from respective Board committees. The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.

The evaluation framework for assessing the performance of Directors comprise of the following key areas:

i. Attendance at Board Meetings and Committee Meetings; ii. Quality of contribution to Board deliberations; iii. Strategic perspectives or inputs regarding future growth of Company and its performance; iv. Providing perspectives and feedback going beyond information provided by the management.

(f) Familiarization Programme for Independent Directors:

In compliance with the Regulation 25(7) of the Listing Regulations, the familiarization programme aims to provide Independent Directors with the hospitality industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments etc., so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

The policy on Companys familiarization programme for Independent Directors and the details of familiarization programmes imparted to Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters including the number of hours spent by each Independent Director in such programmes is posted on the Companys website at www.caravelabeachresortgoa.com/investorrelations

(g) Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2023 were:

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Sr. No. Name	Designation
1. Mr. Sunder G. Advani	Chairman & Managing Director (Promoter)
2. Mr. Haresh G. Advani	Executive Director (Promoter)
3. Mr. Prahlad S. Advani	Whole-Time Director & CEO (Promoter Group)
4. Mr. Ajay G. Vichare	Chief Financial Officer
5. Mr. Vikram Soni	Company Secretary & Compliance Officer (w.e.f. October 10, 2022)

17. Managerial Remuneration and other details:

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this Report as "Annexure – B" and forms a part of this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this Report. Further in terms of Section 136 of the Act, the report and accounts are being sent to the members excluding the aforesaid annexure. The said annexure is available for inspection at the registered office of the Company during the working hours and any member interested in obtaining a copy of the same may write to the Company Secretary & Compliance Officer of the Company and the same will be furnished on request.

18. Remuneration Policy:

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations and on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have adopted a policy for selection and appointment of Directors, Key Managerial Personnel (‘KMPs), Senior Management Personnel (‘SMPs) and their remuneration which inter-alia requires that the Directors, KMPs and SMPs shall be of high integrity with relevant expertise and experience so as to have a diverse Board and Companys Senior Management and criteria for determining qualifications, positive attributes, independence of Director and other matters, while recommending the candidature for the appointment as a person as Director, KMP or SMP.

The main objective of the said policy is to ensure that the level and composition of remuneration is sufficient to attract, retain and motivate the Directors, KMPs and SMPs.

The Remuneration Policy is placed on the website of the Company viz. https://www.caravelabeachresortgoa.com/investor-relations. html.

19. Management Discussion and Analysis & Corporate Governance Reports:

Pursuant to the provisions of Regulations 34(2) & (3) and Schedule V of the Listing Regulations, the following have been made part of this Report:

? Management Discussion and Analysis Report

? Corporate Governance Report

? Declaration on compliance with Code of Conduct

? Certificate from Practicing Company Secretary that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of companies

? Auditors Certificate regarding compliance conditions of Corporate Governance.

20. Compliance with Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and your Directors confirm compliance of the same during the Financial Year under review.

21. Adequacy of Internal Financial Control Systems with reference to the Financial Statements:

The Company has designed and implemented a process-driven framework for Internal Financial Controls (IFC) within the meaning of the explanation in Section 134(5)(e) of the Act.

The Companys internal controls system has been established on values of integrity and operational excellence. The formal independent evaluation of internal controls and initiatives for remedial of deficiencies by the Internal Auditors has resulted in a sound framework for Internal Controls, commensurate with the size and complexity of the business.

The internal control framework essentially has two elements: (1) structures, policies, and guidelines designed to achieve efficiency and effectiveness in operations and compliance with laws and regulations; and (2) an assurance function provided by Internal Auditors.

The Company has Standard Operating Procedures (SOPs) also for various processes which are periodically reviewed for changes warranted due to business needs. The Internal Auditors continuously monitor the efficiency of the internal controls / compliance with SOPs with the objective of providing to Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organizations risk management, control and governance processes. This formalized system of internal control facilitates effective compliance of Section 138 of the Act and the Listing Regulations.

The Audit Committee meets regularly to review reports, including significant audit observations and follow-up actions thereon. The Audit Committee also meets the Companys Statutory Auditors to obtain their views on Financial Statements including the financial reporting system, compliance to accounting policies and procedures, the adequacy and effectiveness of the internal control system.

The Internal Auditor also assesses opportunities for improvement in the business processes, designed to add value to the organization and follow-ups on the implementation of corrective actions and improvements in the business process after review by the Committee.

For the Financial Year ended March 31, 2023, the Board is of the opinion that the Company has sound IFC, commensurate with the nature and size of the business operations, wherein controls are in place and operating effectively and no material weaknesses exist. The Company has a process in place to continuously monitor the existing controls and identify gaps, if any. It can implement new and / or improved controls wherever the effect of such gaps would have a material effect on the Companys operations.

22. Directors Responsibility Statement:

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act, 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 as at end of the Financial Year March 31, 2023 and of the profit 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 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, 2023 on a "going concern" basis;

(v) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(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.

23. Statutory Auditors:

As per provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company in their 35^th Annual General Meeting held on September 27, 2022 appointed M/s. J. G. Verma & Co, Chartered Accountants (ICAI Firm Registration No. 111381W), as Statutory Auditors of the Company for a term of consecutive 5 years i.e. to hold office from the conclusion of 35^th Annual General Meeting till the conclusion of 40 ^th Annual General Meeting of the Company to be held for the Financial Year ending March 31, 2027.

M/s. J. G. Verma & Co. have furnished written confirmation to the effect that they are not disqualified from acting as the Statutory Auditors of the Company in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules 2014.

24. Secretarial Auditors:

Pursuant to the provisions of Section 204(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Virendra G. Bhatt, Practicing Company Secretary, to undertake Secretarial Audit of the Company for the Financial Year 2022 - 2023. The Secretarial Audit Report is annexed to this report as "Annexure – C" and forms a part of this Report.

25. Internal Auditors:

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Board on recommendation of the Audit Committee, re-appointed M/s. BDO India LLP, as Companys Internal Auditors for the Financial Year 2023 - 2024.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliances with operating systems, accounting procedures and policies at all locations of the Company and reports are presented to the Audit Committee periodically.

26. Cost Records and Cost Audit:

The maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act and rules made thereunder are not applicable for the business activities carried out by the Company.

27. Comments on Qualification by StatutoryAuditors and Secretarial Auditors:

The Statutory Auditors Report on the Financial Statements of the Company for the Financial Year under review does not contain any qualifications / reservations / adverse remarks / disclaimers.

The observations and comments given in the Statutory Auditors Report read together with the notes to the accounts are self explanatory, hence do not call for any further information and explanation under Section 134(3) of the Act.

With respect to observations made by the Secretarial Auditors in their Secretarial Audit Report and Secretarial Compliance Report, your Directors would like to state that: a) The submission of disclosure relating to Related Party Transactions under Regulation 23(9) of the Listing Regulations for the half year ended March 31, 2022 with the NSE was delayed:

The submission of disclosure relating to related party transactions under Regulation 23(9) of the Listing Regulations for the half year ended March 31, 2022 with the National Stock Exchange Limited (‘NSE) was delayed due to some technical issues on NSE Portal (NEAPS). However, the report was duly filed with the BSE within the prescribed timeline and hence, was in the public domain. The NSE levied fine of 2,24,000 for said delayed filing, which was paid by the Company. The Company had requested for waiver of the fine and to condone the delay as there were technical issues while submitting the said report with the NSE on its NEAPS platform. Based on the Companys representation, the NSE waived off the fine vide its letter dated March 1, 2023.

b) The Company filed the Annual Secretarial Compliance Report for the Financial Year ended March 31, 2022 pursuant to Regulation 24A of the Listing Regulations with BSE and NSE within prescribed timeline in XBRL mode; however, the PDF copy of the said report was filed with some delay:

The Company filed the Annual Secretarial Compliance Report for the Financial Year ended March 31, 2022 pursuant to the Regulation 24A of the Listing Regulations with BSE and NSE within the prescribed timeline in XBRL mode; however, the PDF copy of the said report was filed with some delay inadvertently.

Further, none of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Act.

28. Public Deposits:

During the Financial Year under review, the Company has neither accepted nor renewed any public deposits within the meaning of Sections 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014, there were no deposits which remained unclaimed / unpaid and due for repayment.

passed by the regulators or courts or tribunals impacting the going concern 29. Details ofsignificant status and companys operations in future:

There was no significant material orders passed by the Regulators / Tribunal, which would impact the ‘going concern status of the Company and its future operations.

However, members attention is drawn to the Statement on Contingent Liabilities in the notes forming part of the Financial Statements.

30. Conservation of Energy, Technology, Absorption, Foreign exchange earnings and outgo:

As required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in"Annexure D" hereto and forms part of this Report.

31. Investor Education and Protection Fund (IEPF):

Pursuant to the provisions of Section 124(5) of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules), all Unpaid or Unclaimed Dividends are required to be transferred by the Company to the IEPF established by the Government of India after the completion of seven years. Further, according to the said Rules, the Shares on which Dividend remained unpaid or unclaimed by the Shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, during the Financial Year 2022 - 2023, the Company transferred 12,262 Equity Shares on April 7,2022 and 15,002 Equity Shares on December 8, 2022 to the demat account of the IEPF Authority as per the requirements of the IEPF Rules for the Dividend remained unclaimed / unpaid upto Financial Years 2014-15.

In terms of the provisions of Sections 124(5) and 125 of the Act and said Rules, during the Financial Year 2022 - 2023, an amount of 1,32,251 being remained Unpaid / Unclaimed Dividend for the Financial Year 2014 - 2015 and an amount of 4,12,221 being remained Unpaid / Unclaimed Interim Dividend for the Financial Year 2015 - 2016 was transferred to the IEPF Authority.

Further the Unpaid and Unclaimed Dividend amount lying with the Company for Financial Year 2016 - 2017 is due for transfer to the IEPF in the month of September 2023. The details of the same are available on the Companys website viz. https://www. caravelabeachresortgoa.com/.

Mr. Vikram Soni, Company Secretary & Compliance Officer of the Company is appointed as the Nodal Officer to ensure compliance with the IEPF Rules.

32. Annual Return:

Annual Return of the Company as on March 31, 2023 in accordance with Section 92(3) read with the Section 134(3)(a) of the Act will be placed on the website of the Company and can be accessed at the link www.caravelabeachresortgoa.com /investorrelations.

33. Meetings of the Board:

The Board of Directors met 8 (eight) times during the Financial Year 2022 - 2023. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report. The gap between two Board meetings was within the period prescribed under the Act and Listing Regulations.

34. Committees of the Board:

Your Company has duly constituted the Committees as required under the Act read with applicable Rules made thereunder and the Listing Regulations.

Details of the Committees constituted by the Board under the Act and Listing Regulations, along with their composition and changes, if any, during the Financial Year, and the number and dates of meetings held during the Financial Year under review are provided in the Corporate Governance Report, which forms part of this Annual report.

35. Audit Committee and its Composition:

As on March 31, 2023, the Audit Committee comprised of Mr. Prakash V. Mehta, Mr. Vinod Dhall, Dr. Shivkumar D. Israni, Mr. Adhiraj Harish and Mrs. Menaka S. Advani.

Mr. Prakash V. Mehta is Chairman of Audit Committee of the Company. The Company Secretary & Compliance Officer of the Company acts as the Secretary of the Audit Committee. All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company. Other details with respect to Audit Committee are given in Corporate Governance Report, which forms part of this Annual report.

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Companys internal control, financial reporting process and vigil mechanism.

36. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the act:

All contracts / arrangements / transactions entered by the Company during the Financial Year under review with related parties were in the ordinary course of business on arms length basis and are entered into based on considerations of various business exigencies, such as synergy in operations, their specializations etc. and to further the Companys interests.

There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the Members.

All contracts / arrangements / transactions entered by the Company during the Financial Year under review with related parties were in ordinary course of business on arms length basis. However, the Company had no material transactions with related parties falling under the scope of Section 188(1) of the Act. Hence, the Company is not required to furnish disclosure of material related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 for the Financial Year under review.

All Related Party Transactions are presented to and approved by the Audit Committee / Board. In accordance with the provisions of Regulation 23 of the Listing Regulations, the Company has adopted the policy on related party transactions and the same is available on the Companys website at www.caravelabeachresortgoa.com/investorrelations.

37. Credit Ratings:

The Company is a debt free Company and has not obtained credit ratings during the Financial Year 2022 - 2023.

38. Information on sexual harassment of women at workplace:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in-line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Committee has also been set up to redress any complaints received on sexual harassment.

The Company has complied with the provisions relating to the constitution of the Internal Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the Financial Year under review, there was no complaint filed before the said Committee and there was no complaint pending at the beginning or end of the Financial Year under review.

39. Details of proceedings under the Insolvency and Bankruptcy Code, 2016:

During the Financial Year under review, no application was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end of the Financial Year under review.

40. Valuation of assets:

During the Financial Year under review, there was no instance of one-time settlement of loans / financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.

41. Transfer of Unclaimed Shares to Unclaimed Suspense account of the Company:

During the Financial Year under review, the Company was not required to transfer any Shares to the unclaimed suspense account as specified in Schedule VI of the Listing Regulations. The details of the number of Shares transferred from the Unclaimed suspense account to the respective Shareholders are provided in the Corporate Governance Report, which forms part of this Annual Report.

42. Acknowledgements:

I am immensely grateful to our Board of Directors for their continuous support and advice to me all these years. A special thanks to our Shareholders, Tour Operators, Travel Agents, Booking.com, Make My Trip. Our repeat guests have been the pillar of our strength and resilience over the years. We are extremely grateful to our Employees, Bankers and Government officials in the Ministry of Finance, Home, Commerce, External Affairs, Tourism, Civil Aviation, Labour, Road Transport and Niti Aayog. We are thankful to the Government of Goa, especially the Honourable Chief Minister. We also thank the Village Panchayat of Varca for their continuous support.

	For and on behalf of the Board of Directors of
	Advani Hotels and Resorts (India) Limited
	Sunder G. Advani
Place: Mumbai	Chairman & Managing Director
Date: August 10, 2023	DIN: 0001365