Blu.Coast Hotel. Director Discussions


To

The Members,

Your Directors have pleasure in presenting 30 th Annual Report on the business and operations of the company together with the Financial Statements for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

(Rs in Lakh)

PARTICULARS

Consolidated Standalone
2022-23 2021-2022 2022-23 2021-2022
Revenue from Operations
Expenses (155.98) (134.88) (155.33) (133.47)
Depreciation (9.48) (10.61) (9.48) (10.60)
Profit from Operations before Finance Cost & Tax (165.46) (145.49) (164.81) (144.07)
Other Income 39.35 83.96 39.03 83.96
Profit before Interest & Tax (126.11) (61.53) (125.78) (60.11)
Interest / Finance Charges (415.00) (415.00) (415.00) (415.00)
Operating Profit before Tax (541.11) (476.53) (540.78) (475.11)
Interest / Finance Charges - New Hotel Projects
Profit (Loss) before Tax & Exceptional Items (541.11) (476.53) (540.78) (475.11)
Exceptional Items
Profit before Tax (541.11) (476.53) (540.78) (475.11)
Tax Expense (173.40) 135.72 (173.40) 135.72
Profit (Loss) after Tax (714.51) (340.81) (714.18) (339.39)
Share of Minority Interest in Profit/Loss
Net Profit/(Loss) for the year (714.51) (340.81) (714.18) (339.39)
EPS (Basic/Diluted) (5.60) (2.67) (5.60) (2.66)

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements for the year ended March 31, 2023 has been prepared in accordance with Indian Accounting Standards (Ind AS) noti ed under the Companies (Indian Accounting Standards) Rules, 2015 together with the comparative period data as at end of March 31, 2022.

In accordance with the Companies Act, 2013 and Indian Accounting Standards (Ind AS) 110 on Consolidated Financial Statements read with Ind AS 112 on Disclosure of Interest in other entities, the Audited Consolidated Financial Statements is provided in the Annual Report.

In accordance with the provisions of Section 129(3) of the Act, read with the Companies (Accounts) Rules, 2014, a report on the performance and nancial position of each of the subsidiaries is attached as Annexure A to this Report in the prescribed form, AOC-1.

WEBLINK OF ANNUAL RETURN

Pursuant to Section 92(3) read with section 134 (3) (a) of the Companies Act, 2013, Annual Return as on March 31, 2023 of your company is available at https://www.bluecoast.in/annual-returns

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2022-23, Board has conducted total Five (5) meetings to transact the business of the Company. Details of all such meetings are given in Corporate Governance Report section of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, it is here by confirmed that:

a) In the preparation of annual accounts for the Financial Year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 2022-23 and of the Profit or 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 Companies Act, 2013 for safeguarding the assets of the Company and for prevention and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts for the financial year ended on March 31, 2023, on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

STATEMENT ON INDEPENDENT DIRECTORS DECLARATION AND MEETING

Pursuant to Section 149 (7) of Companies Act, 2013 (Act), all the Independent Directors in Board Meeting of the Financial Year 2022-23 held on May 27, 2022 has provided declaration on their status as an Independent Director and they mate the criteria of independence as provided in Section 149 (6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"). There has been no change in the circumstances affecting their status as an Independent Directors of the Company.

During the year under review, a separate meeting of the Independent Directors of the Company was held on Friday May 27, 2022, without the presence of any other Director(s). The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole and assessed the quality, quantity and timelines of ow of information between the Company Management and the Board. The Company Secretary acted as a secretary to the Meeting.

NOMINATION AND REMUNERATION POLICY

Your Company has a Nomination and Remuneration Committee in compliance to the provisions of Section 178 of the Act and Regulation 18 of SEBI (Listing Obligation & Disclosures Requirements) Regulation, 2015 as amended. The complete details with respect to the salient features of Nomination and Remuneration Committee, as required to be given under the aforesaid provisions, is given in the Corporate Governance Report section of this Annual Report.

The Company has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP) and other employees of the Company as formulated by Nomination and Remuneration Committee, pursuant to provisions of Section 178 of the Act and Para A of Part D of Schedule II of SEBI (Listing Obligation & Disclosures Requirements) Regulation, 2015, as amended, which acts as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees.

The Company has made the requisite changes in accordance of the Companies Act, 2013, as amended, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The detailed policy on Directors appointment and remuneration including criteria for determining qualification, positive attributes, independence of a Director, formulated by Nomination and Remuneration Committee is available at our website and can be accessed at www.bluecoast.in.

AUDITORS

I) STATUTORY AUDITORS

On account of completion of term of M/s Dewan & Gulati, the Members at the twenty-ninth Annual General Meeting ("AGM") of the Company held on September 27, 2022, had approved the appointment of M/s. P.P Bansal & Co. (P.P. Bansal) Chartered Accountants, (FRN: 001916N), as the Statutory Auditors of the Company, for a term of ve consecutive years from the conclusion of twenty-ninth AGM till the conclusion of thirty fourth AGM of the Company to be held in the year 2027, at a remuneration as may be mutually agreed between the Board of Directors and Statutory Auditors.

EXPLANATION TO AUDITORS REPORT

On Matters of Emphasis on Statutory Auditors Report, we draw attention to Note 28 (a) in the Financial Statements regarding handing over of only operational asset of the Company to the auction purchaser pursuant to Honble Supreme Court order raising signi cant doubt on the companys ability to continue as a going concern.

Explanation

On account of default in repayment of term loan IFCI initiated recovery proceeding under SARFAESI Act, 2002, against the company and allegedly sold the Hotel Property Park Hyatt, Goa for an amount of Rs515,44.01 Lakhs. On 19.03.2018 Honble Supreme Court of India ordered the Company to handover the possession of the Hotel to the auction purchaser within a period of six months. In compliance of Honble Supreme Court order, the Company has handed over the possession of the property Park Hyatt Goa Resort & Spa to the auction purchaser on 19.09.2018. The handing over of only operational asset of the company to the auction purchaser pursuant to aforesaid order has impacted the companys ability to continue as a going concern.

However, the company has availed of its Right to redeem the property u/s 60 of the Transfer of Property Act, 1882 by giving notice to IFCI before handing over the possession of property. The Writ Petition is pending adjudication at Honble High Court of Bombay at Goa. The outcome of the writ petition may have the material impact on the company as a going concern and may also impact the alleged sale of Hotel property at Goa.

ii) SECRETARIAL AUDIT

The Board in their meeting held on Friday, 10 th February 2023 appointed Mr. Ajay Kumar, Practicing Company Secretary, (C.P No 12344), as a Secretarial Auditor of the Company to conduct the Secretarial Audit as per the provisions of Section 204 (1) of the Companies Act, 2013 and other laws as applicable, for the financial year 2022 -23.

The Report in Form MR-3 is enclosed as Annexure-C to this Annual Report and there are no qualifications, reservations and adverse remarks made by the Secretarial Auditor in his report, if any are self-explanatory.

During the year, Blue Coast Hospitality Ltd. and Golden Joy Hotel Pvt. Ltd. are identi ed as material unlisted subsidiary companies, in accordance with the provisions of Regulation 16 (1) (c) of the Listing Regulations and pursuant to the Regulation 24(A)(1) of the Listing Regulations, a report on Secretarial Audit of Blue Coast Hospitality Ltd. and Golden Joy Hotel Pvt. Ltd. is annexed herewith as Annexure C-1 & Annexure C-2.

SECRETARIAL STANDARD

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards as issued by the Institute of Company Secretaries of India (ICSI) and that such systems are adequate and operating effectively.

LOAN GUARANTEES AND INVESTMENT BY COMPANY

Pursuant to Section 186 of the Act, details of loan and investment made by the company is given in the notes to the Financial Statement of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered into during the nancial year were on arms length basis and in the ordinary course of business. During the year under review there were no materially significant related party transactions, including arms length transactions; hence, disclosure in Form AOC 2 is not required.

The complete details with respect to contracts or arrangements with related parties as required to be given under the Act and Part C of Schedule V of Listing Regulations is given in the Corporate Governance Report.

STATE OF COMPANYS AFFAIRS

In compliance with order of Honble Supreme Court of India, dated September 19, 2018 Company handed over its sole revenue generating asset Hotel Park Hyatt, Goa to ITC Limited. Currently Company has no revenue generating business and exploring new opportunity of the business. Company also contesting in High Court of Bombay at Goa to retain the abovementioned property.

RESERVES

Due to absence of surplus during the year under review, no amount was transferred to the Reserves.

DIVIDEND

Due to absence of Profit during the year, your Directors have not recommended any dividend for the Financial Year 2022-23.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments, affecting the financial position of the company, have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING AND OUTGO

In compliance with order of Honble Supreme Court of India, Company has handed over the possession of its only operating property on September 19, 2018, hence the consumption of energy or technology absorption and foreign exchange earnings and outgo is not pertinent.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures and periodical review to ensure that management controls risk through means of a properly de ned framework.

The Company has formulated and adopted Risk Management Policy to prescribe risk assessment, management, reporting and disclosure requirements of the Company; the same is available on the website of the Company at, www.bluecoast.in

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, your Company does not fall under the criteria as speci ed under Section 135 (1) of the Companies Act, 2013. Hence, no amount is required to be spent as per the provisions of Section 135 of the Act.

Further, Composition of Corporate Social Responsibility Committee is disclosed in Corporate Governance Report section of this Annual Report.

EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Act and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors in their Meeting held on May 27, 2022 has carried out performance evaluation of Board as whole, committees and the individual performance of each Directors.

The manner in which the evaluation carried out has been detailed in the Corporate Governance Report.

CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business of the Company during the nancial year ended March 31, 2023.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Changes in Directors and Key Managerial Personnel

Name

DIN/PAN Designation Date of appointment Date of Cessation Nature of change in FY 2022-23
Mr. Kushal Suri 02450138 Whole Time Director 21-03-2015 - None

Mrs. Anju Suri

00042033 Non-Executive Non-Independent Director 09-02-2019 - None

Mr. Manujendu Sarker

06856271 Non-Executive Non-Independent Director 24-07-2020 - None

Mr. Praveen Kumar Dutt ##

06712574 Independent Director 30-09-2013 - None

Mr. Vijay Mohan Kaul

00472888 Independent Director 28-03-2003 22-08-2023 Resignation
Mr. Vijay Jain 09084717 Independent Director 01-03-2021 None

Mr. Kunal Khowal**

DSYPK5975J Chief Financial Officer 08-08-2022 28-09-2022 Appointment & Resignation

Mr. Amit Kumar Singhl*

GJOPS0881L Chief Financial Officer 26-12-2018 31-07-2022 Resigned
Mr. Rahul Kumar*** AIYPC3627K Chief Financial Officer 11-11-2022 - Appointment

Ms. Kapila Kandel#

EZLPK2549N Company Secretary & Compliance Officer 26-12-2018 08-08-2023 29-07-2023 Resigned & Rejoined

Details of Director seeking appointment or re-appointment has been provider in corporate governance section of this Annural report.

*Mr. Amit Kumar Singhl, resigned from the post of chief nancial Officer w.e.f. July 31, 2022.

** Mr. Kunal Khowal, appointed on August 08, 2022 & resigned w.e.f. September 28, 2022 from the post of chief nancial Officer.

***Mr. Rahul Kumar Chauhan has been appointed as chief nancial Officer w.e.f. November 11, 2022.

#Ms. Kapila Kandel resigned from the post of Company Secretary & Compliance Officer w.e.f. July 29, 2023 & rejoined in the same position w.e.f. August 08, 2023.

## Dr. Vijay Mohan Kaul, an independent director of the company resigned w.e.f. August 22 , 2023.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

The Company has following Subsidiaries/Associates as on March 31, 2023 namely:

1. Golden Joy Hotels Private Limited (Wholly Owned Subsidiary Company)

2. Blue Coast Hospitality Limited (Wholly Owned Subsidiary Company)

DEPOSITS

During the period under review, your Company has not accepted, renewed or invited any deposit.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS

The provisions of the Companies Act, 2013 (Act) have placed statutory restriction on the company, having accumulated losses, from payment of dividends on Preference Shares. As a result, dividends on Preference Shares have not been paid for more than two years, thereby making the holders of these shares entitled to vote on all resolutions placed before the Company. The proportion of voting rights of Equity Shareholders to the voting rights of Preference Shareholders shall be in proportion to their paid up capital.

The Board of Directors in their meeting held on August 11, 2017 had proposed modi cation in the terms of redemption of 41,50,000 10% Cumulative Redeemable Preference Shares and the same were approved by shareholders in their meeting held on September 20, 2017. However, the Honble National Company Law Tribunal (NCLT), Delhi in a petition led by one litigant, vide its order dated November 24, 2017 restrained these Preference Shareholders from exercising their voting rights in respect of these preference shares and directed the Company not to give effect to the resolution dated August 11, 2017 till further orders. On March 16, 2023 matter has been dismissed by Honble National Company Law Tribunal (NCLT) for non-prosecution.

INTERNAL FINANCIAL CONTROL

The Company has an internal financial control system, commensurate with size, scale and complexity of its operations. The internal financial control system is adequate and operating effectively so as to ensure orderly and efficient conduct of business operations. The companys internal nancial control procedures ensure the reliability of the Financial Statements of the Company and prepared in accordance with the applicable laws.

To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. Based on the internal audit report, process owners undertake corrective action in their respective areas and thereby strengthening the controls. Signi cant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. The internal auditor carries out extensive audits throughout the year across all functional areas and submits its reports from time to time to the Audit Committee of the Board of Directors.

DISCLOSURE UNDER SECTION 148 (1) OF COMPANIES ACT,2013

Section 148 of Companies Act, 2013 is not applicable on the Company.

THE POLICY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013, NUMBER OF CASES FILED WITH COMPANY, IF ANY, AND THEIR DISPOSAL.

The policy on prevention, prohibition and redressal of sexual harassment of women at workplace pursuant to the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the company due to less number of employees.

SHARE CAPITAL

During the year under review, there were no changes in the paid-up equity share capital of the Company. The Equity Shares issued by the Company are listed at following Stock Exchanges as on March 31, 2023:

1. National Stock Exchange of India Limited (NSE)

2. BSE Limited (BSE)

Annual listing fee for the Financial Year 2022-23 has been paid to both the Stock Exchanges. The Equity Shares continue to be listed on both NSE and BSE.

MANAGERIAL REMUNERATION AND OTHER DISCLOSURES

The disclosures as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and forms part of this report as Annexure B.

AUDIT COMMITTEE

Your company has an Audit Committee in compliance of the provisions of Section 177 of the Act and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The complete details with respect to Audit Committee, as required to be given under the aforesaid provisions, is given in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and other matters of the company is set out in the Management Discussion and Analysis Report pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, forms part of this Annual Report as Annexure -D.

VIGIL MECHANISM

The company has established a Whistle Blower Policy/Vigil Mechanism through which its directors, employees and stakeholders can report their genuine concern about unethical behaviors, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The said policy provides for adequate safeguard against victimization and also direct access to the higher level of superiors including Chairman of the Audit Committee in exceptional cases. The same is reviewed by the Audit Committee from time to time.

ACKNOWLEDGMENT

The Directors express their sincere appreciation of the co-operation and assistance received from the Central Government, State Government, Companys Bankers, Auditors, Members, Lawyers and other business associates. The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by the employees at all levels.

By Order of the Board

Sd/-

Sd/-

For Blue Coast Hotels Limited

(Kushal Suri)

(Anju Suri)

Place: New Delhi

Whole Time Director

Director

Date : 25.08.2023

DIN: 02450138

DIN: 00042033