country club hospitality & holidays ltd share price Directors report


To,

The Members of

M/s. COUNTRY CLUB HOSPITALITY & HOLIDAYS LIMITED

The Directors have pleasure in presenting the 32nd Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2023.

1. FINANCIAL RESULTS:

(Rs in Lakhs)

Particulars Consolidated Standalone
Year ended 31.03.2023 Year ended 31.03. 2022 Year ended 31.03.2023 Year ended 31.03. 2022
Revenue from Operations 6416.28 5684.43 6416.28 5640.92
Other Income 7179.81 2445.26 5857.15 2444.95
Total Revenue 13596.09 8129.69 12273.42 8085.87
Total Expenses 10202.87 9162.29 24646.19 5664.80
Profit / (Loss) before Depreciation, Finance Costs, Exceptional Items and Tax Expense 3393.22 (1032.60) (12372.77) 2421.07
Less: Depreciation / Amortisation / Impairment 1281.88 1686.41 1281.88 1420.05
Profit / (Loss) before Finance Costs, Exceptional Items and Tax Expense 2111.34 (2719.01) (13654.65) 1001.02
Less: Finance Costs 840.32 1427.72 840.32 1427.72
Profit / (Loss) before Exceptional Items and Tax Expense 1271.02 (4146.73) (14494.97) (426.70)
Add/(Less): Exceptional Items Nil Nil Nil Nil
Profit / (Loss) before Tax Expense 1271.02 (4146.73) (14494.97) (426.70)
Less: Tax Expense (Current & Deferred) (7.15) (224.88) (179.46) (200.13)
Profit / (Loss) for the Year 1263.87 (4371.61) (14674.43) (626.83)
Transfer to General Reserves Nil Nil Nil Nil
Provision for Dividend Nil Nil Nil Nil
Provision for Dividend Tax Nil Nil Nil Nil
Surplus carried to Balance Sheet Nil Nil Nil Nil

2. FINANCIAL PERFORMANCE OF THE COMPANY:

During this year under review, the Consolidated Turnover of the Company was Rs 13596.09 Lakhs as compared to Rs 8129.69 Lakhs for the Previous Year and the Standalone Turnover of the Company was Rs 12273.42 Lakhs as compared to Rs 8085.87 Lakhs for the Previous Year.

Your Company had a Consolidated Net Profit (After deducting Finance Cost and Depreciation) of Rs 1263.87 Lakhs as compared to Net Loss of Rs 4371.61 Lakhs for the Previous Year. The Standalone Net Loss of Rs 14674.43 Lakhs as compared to Rs 626.83 Lakhs for the Previous Year.

The Board of Directors noted and took on record the report of the business review and analyzed the various options available and suitable in the present circumstances to the Company. The Board decided that it was no longer cost effective to manufacture and produce the goods in the present un-remunerative market conditions with the help of present undertaking. The Company is constantly striving to improve its membership and hope to achieve better results in the forthcoming year.

TRANSFER TO RESERVES:

Since the Company has no Profits, hence there is no amount to be proposed to carry forward to its Reserves or strengthen its Reserves.

DIVIDEND:

Since the Company is loss making, no amount has been proposed or recommended to be paid by way of Dividend to the Shareholders.

3. OUTLOOK FOR INDIAN ECONOMY & INDUSTRIAL STRUCTURE:

India has emerged as the fastest growing major economy in the world and is expected to be one of the top three economic powers in the world over the next 10-15 years, backed by its robust democracy and strong partnerships.

A number of sectors in India - real estate, steel, cement, home building products and consumer durables, among others - reported unprecedented growth. Real estate sector in India is expected to reach US$ 1 trillion in market size by 2030, up from US$ 200 billion in 2023 and contribute 13% to the countrys GDP by 2025. Retail, hospitality and commercial real estate are also growing significantly, providing the much-needed infrastructure for Indias growing needs.

In 2023, we anticipate further downward trends in the global economy. This however, should be an opportunity for the Indian economy to become a world leader. The real estate sector is likely to continue on its journey of long term growth as we see a continuous rise in GDP per capita, larger disposable incomes, growing urbanization and most of all a larger focus of the world on us as the next big economy.

An increase in earning potential, a need for a better standard of living and the growing base of aspirational consumers and their lifestyle changes have led to substantial growth in the sector. With suited economic growth, the premium housing segment will also witness higher demand in the years to come.

Indias growth continues to be resilient despite some signs of moderation in growth, although significant challenges remain in the global environment, India was one of the fastest growing economies in the world.

The overall growth remains robust and is estimated to be 6.9% for the full year with real GDP growing 7.7% year on year during the first three quarters of FY 2022-23. There were some signs of moderation in the second half of FY 2022-23. Growth was underpinned by strong investment activity bolstered by the governments capex push and buoyant private consumption, particularly among higher income earners. Inflation remained high, averaging around 6.7% in FY 2022-23 but the current account deficit narrowed in Q3 on the back of strong growth in service exports and easing global commodity prices.

4. FUTURE PROPSECTS AND OUTLOOK OF THE COMPANY:

The Indian economy is projected to grow by more than 6% in FY23 as per various institutional estimates, making it one of the fastest-growing economies. Indias growth journey could be the result of a culmination of favourable tailwinds like consistent agricultural performance, flattening of the COVID-19 infection curve, increase in government spending, reforms and an efficient roll-out of the vaccine, among others.

The Company witnessed an uptick in Hotel & Hospitality Sector compared to the year before. While we do expect the demand to catch up within the year, we believe the customers would expect relaxed holiday plans. We also expect some increase in customer outstanding owing to the pessimistic liquidity environment.

Leisure travel in India gathered momentum as Covid restrictions were eased. As the good market player, Country Club Hospitality & Holidays Limited has performed much better compared to the previous year. Occupancy has increased significantly and is now almost back to pre-Covid levels. At the same time, membership acquisitions has recovered from the previous year and the Company added significant room inventory in FY 2022-23.

This has been possible due to your Companys ability to leverage technology to drive business, its committed teams and a strong service culture. This allowed it to continue to reach-out to prospects, service members and swiftly restart and ramp-up operations after the restrictions were lifted. And, of course, the major factor has been the Country Club brand, which gives its members the confidence to travel and enjoy safe and immersive holiday experiences.

Your Company will focus on opportunistic growth avenues in current environment to create a healthy project pipeline across its markets. Fast turnaround deals shall be a specific focus area for new deals in F.Y 2023-2024. When evaluating new projects, the Company will continue to seek superior long-term growth in shareholder value by maximizing returns through optimal financing and fiscal discipline. The Company shall also enhance agility across its processes to further reduce project launch turnaround times. These shall provide your company with the competitive edge in operational excellence and customer experience respectively.

Country Club remains optimistic about the long-term sectorial direction. With a strong brand, Pan-India presence in Hyderabad, Mumbai, Ahmedabad, Faridabad, Surat, Kolkata, Kochi, Lucknow, Bandipur, Kovalam, Kodaikanal, Jim Corbett, Goa, Chennai and Bengaluru, demonstrated track record and robust marketing capabilities, your Company is poised for a better growth trajectory comparing to the current year.

5. SHARE CAPITAL:

The Paid-up Share Capital of the Company stands at Rs 32,69,29,470 (Rupees Thirty Two Crores Sixty Nine Lakhs Twenty Nine Thousand Four Hundred and Seventy Only) as on 31st March, 2023.

The entire Paid-up Share Capital of your Company is listed with both the Stock Exchange(s) namely, M/s. BSE Limited (BSE) and M/s. National Stock Exchange of India Limited (NSE).

6. NUMBER OF MEETINGS OF THE BOARD:

The Board met 6 (Six) times during the Financial Year 2022-23 on May 30, 2022, August 09, 2022, August 12, 2022, September 08, 2022, November 14, 2022, and February 13, 2023.

7. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, a Report on the Management Discussion and Analysis for the F.Y 2022-23 is appended to this Report.

8. CONSERVATION OF ENERGY. TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Additional information as required u/s 134 of the Companies Act. 2013:

Information as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 forming part of Directors Report for the year ended 31st March, 2023.

The information as per Section 134 of the Companies Act, 2013 has to be presented:

A. Conservation of energy:

(i) The steps taken or impact on conservation of Energy: The Company is continuously monitoring the consumption of energy and implements wherever necessary the required measures for conserving it.

(ii) The Steps taken by the Company for utilising alternate sources of Energy: NIL

(iii) The Capital Investment on energy conservation equipments: NIL

B. Technology absorption:

(i) The efforts made towards technology absorption : No technology - indigenous or foreign is - involved
(ii) The benefits derived like product Improvement, : cost reduction, product Development or import substitution: Not applicable
(iii) in case of imported technology : (imported during the last three years reckoned from the beginning of the Financial year) No technology has been imported during the last three year.
(a) The details of technology imported : Nil
(b) The year of import : Not applicable
(c) Whether the technology been fully Absorbed : Not applicable
(d) If not fully absorbed, areas where absorption : has not taken place, and the reasons thereof; Not applicable
(iv) the expenditure incurred on Research and : Development. Nil

C. Foreign exchange earnings and outgo:

2022-23 2021-22
Foreign Currency Earnings/Inflow NIL NIL
Foreign Currency Expenditure / Outflow NIL NIL

9. ANNUAL RETURN:

As required under Section 92 of the Companies Act, 2013 (the ‘Companies Act) the Annual Return for the Financial Year ended March 31,2023 is available on the website of the Company at https://countryclubindia.net/Annual- Return.php.

10. PARTICULARS OF EMPLOYEES:

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

Name of Director Designation Remuneration FY 22-23 Remuneration in FY 21-22 % of remuneration in 2023 as compared to 2022 Ratio of remuneration to MRE
Yedaguri Rajeev Reddy Chairman & Managing Director 0 0 - 0 Times
Yedaguri Siddharth Reddy Vice-Chairman, JMD & CEO 0 0 - 0 Times
Yedaguri Varun Reddy Vice-Chairman, JMD & COO 0 0 - 0 Times
Key Managerial Personnel other than Directors:
Ramaraju Durga Prasad Chief Financial Officer 7,50,000 6,00,000 25% 4.64 Times
Khushboo Agarwal J Company Secretary 3,00,000 3,00,000 0% 1.79 Times

a) The Median Remuneration of the employees of the Company during the financial year was Rs 1,68,000/- Per Annum.

b) In the financial year, there was no increase in the median remuneration employees.

c) There are 761 permanent Employees on the Rolls of the Company as on 31st March, 2023.

d) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee.

e) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - N.A. and

f) It is hereby confirmed that the remuneration is as per the remuneration policy of the Company.

g) The information required pursuant to Section 197 of the Companies Act read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is available for inspection by the Members at registered office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent.

h) Since the company has committed default in payment of dues to the Bankers (Secured Creditors) and in the continuation of default the Company has not obtained the prior approval of the Bankers where the default is made (Secured Creditors), hence No Remuneration has been paid to the Executive Directors (i.e. Mr. Y Rajeev Reddy, Mr. Y Siddharth Reddy and Mr. Y Varun Reddy) of the Company in the FY 2022-23.

The remuneration paid to the Key Managerial Personnel of the Company is as per remuneration policy.

Particulars o f Employees receiving remuneration of Rs.1.02.00,000 or more per annum or Rs.8,50,000/- or more per month are given below:

Information as per Rule 5(2) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Directors are to report that none of the employees were in receipt of remuneration of Rs.1,02,00,000 or more per annum or Rs.8,50,000 or more per month.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the Articles of Association of the Company and the provisions of the Section 152(6)(e) of the Companies Act, 2013, Sri Y Rajeev Reddy (DIN: 00115430), Chairman & Managing Director of the Company will retire by rotation at the 32nd Annual General Meeting and being eligible, offered himself for re-appointment.

Further Sri Yeleswarapu Subba Rao (DIN: 03030193), Independent Director has died on June 12, 2022 and the Board of Directors of the Company took note of the same in their Board of Directors Meeting duly held on August 09, 2022. However he has attained only 1 Board Meeting held during the F.Y 2022-23. In this regard, respective filings has been made with the concerned Statutory Authorities.

Further Smt. Poojitha Baheti (DIN: 09692764), who was appointed as an Additional Director on August 09, 2022, and who holds the office until the date of 31st Annual General Meeting, in terms of Section 161 of the Companies Act, 2013, upon the recommendation from Nomination and Remuneration Committee and upon Consent of the Shareholders in the 31st Annual General Meeting, Smt. Poojitha Baheti (DIN: 09692764) has been appointed as an

Independent Director of the Company for a term of 5 Years commencing from 30.09.2022 up to 29.09.2027, whose office is not liable to retire by rotation. She is further appointed as a Chairperson of the Audit Committee, Stakeholders Relationship Committee and Member of the Nomination & Remuneration Committee of the Company with effect from August 09, 2022. In this regard, respective filings has been made with the concerned Statutory Authorities.

Further Smt. Navya Challa (DIN: 08289816), has last attended Board Meeting and Audit Committee Meeting on dated May 30, 2022 and later stopped attending Meetings of the Company. Company is sending the Notices and Agenda of the Meetings, but she has not responded back to the Company. Pursuant to the Provision of Section 167(1)(b) of the Companies Act, 2013, whereby the Office of the Director shall Vacate if the Director absents himself / herself from all the meetings of the Board of Directors held during a period of twelve months with or without seeking leave of absence of the Board. Hence on the grounds of Section 167(1)(b) of the Companies Act, 2013, the Office of Smt. Navya Challa (DIN: 08289816) shall be vacated with immediate effect from the date of this Report.

Further Smt. Madhavi Thyagaraj (DIN: 10307245), who was appointed as an Additional Director on September 08, 2023, and who holds the office until the date of 32nd Annual General Meeting, in terms of Section 161 of the Companies Act, 2013, upon the recommendation from Nomination and Remuneration Committee and subject to the Consent of the Shareholders in the 32nd Annual General Meeting, Smt. Madhavi Thyagaraj (DIN: 10307245) has been appointed as an Independent Director of the Company for a term of 5 Years commencing from 30.09.2023 up to 29.09.2028, whose office is not liable to retire by rotation. She is further appointed as a Member of the Audit Committee, Stakeholders Relationship Committee and Nomination & Remuneration Committee of the Company with effect from September 08, 2023. In this regard, respective filings has been made with the concerned Statutory Authorities.

Further Smt. Mamatha Madhavi Venkateshwara Reddy (DIN: 08075749), Independent Director whose office terminates at this 32nd Annual General Meeting has been re-appointed for a second term as an Independent Director of the Company for further period of 5 Years commencing from September 29,2023 up to September 28,2028 whose office is not liable to retire by rotation. She is further re-appointed as a Member of the Audit Committee and Stakeholders Relationship Committee and Chairperson of the Nomination & Remuneration Committee of the Company with effect from September 29, 2023.

Sri Y Rajeev Reddy (DIN: 00115430) - Chairman & Managing Director, Sri Y Siddharth Reddy (DIN: 00815456) - Vice-Chairman, Joint Managing Director & Chief Executive Officer, Sri Y Varun Reddy (DIN: 01905757) - Vice- Chairman, Joint Managing Director & Chief Operating Officer, Sri Morla Anjaneya Prasad - Chief Financial Officer and Smt. Khushboo J Agarwal - Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company as at the date of this Report.

12. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The policy of the Company on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, is appended as Annexure-I to this Report.

13. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD:

Regulations 27 of the SEBI, Listing Regulations states that the board shall monitor and review the board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Company conducted a formal Board Effectiveness Review as part of its efforts to evaluate, identify improvements and thus enhance the effectiveness of the Board of Directors (Board), its Committees and Individual Directors. This was in line with the requirements mentioned in the Companies Act and the SEBI LODR Regulations.

The HR team of Country Club Hospitality & Holidays Limited worked directly with the Vice-Chairman, Joint Managing Director & Chief Operating Officer and the Nomination and Remuneration Committee of the Board, to design and execute this process which was adopted by the Board. Each Board Member completed a confidential online questionnaire, providing vital feedback on how the Board currently operates and how it might improve its effectiveness.

The survey comprised of four sections and compiled feedback and suggestions on:

• Board processes (including Board composition, strategic orientation and team dynamics);

• Individual committees;

• Individual Board members; and

• Chairmans Feedback Report

A meeting of the Independent Directors was also held which reviewed the performance of Non-Independent Directors, Chairman and the quality, quantity and timelines of flow of information between the Company management and Board.

As per the amendments issued to the SEBI LODR Regulations in 2018, the performance evaluation criteria for independent directors included a check on their fulfillment of the independence criteria and their independence from the management.

The following reports were created, as part of the evaluation:

• Board Feedback Report

• Individual Board Member Feedback Report

• Chairmans Feedback Report

The overall Board Feedback Report was facilitated by Mr. Nageshwar Rao with the Independent Directors. The Directors were vocal about the Board functioning effectively, but also identified areas which show scope for improvement. The Individual Committees and Board Members feedback was shared with the Vice-Chairman, Joint Managing Director & Chief Operating Officer. Following his evaluation, Vice-Chairman, Joint Managing Director & Chief Operating Officer Feedback Report was also compiled.

14. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have submitted the Declaration of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in Sub-Section (6) of section 149 of Companies Act, 2013 and Regulation 16 of SEBI LODR Regulations.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the field of finance, strategy, auditing, tax, financial services and infrastructure and Hotel & Hospitality Industry and they hold the highest standards of integrity.

In compliance with the rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have registered themselves with the Indian Institute of Corporate Affairs. Since majority of the Independent Directors of the Company have served as Directors or Key Managerial Personnel in listed companies or in an unlisted public company having a paid-up share capital of Rs 10 Crores or more for a period not less than 10 years, they are not required to undertake the proficiency test as per rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

15. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 of the Companies Act, 2013 with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby confirms:

(a) that in the preparation of the annual accounts for the Financial year ended 31st March, 2023, the applicable accounting standards have been followed;

(b) that 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 as at 31st March, 2023, and Profit and Loss Statement of the Company for that period;

(c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the directors have prepared the annual accounts for the financial year ended 31st March, 2023, on a going concern basis;

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

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

16. FIXED DEPOSITS:

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance sheet.

17. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There were no fresh loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

The details of the existing Secured Loans availed from the Banks as on March 31, 2023 are given below:

a) Term Loans from Punjab National Bank, Loans I & II of Rs 2,500 Lakhs for expansion of existing Clubs and secured by The Country Club (EROS Regency) situated at land Bearing killa no. 2,9,10/1,10/2 & 11/4 at village lakarpur, EROS Regency Township, Surajkund, Faridabad, Haryana. The Outstanding Balance for the Current year is Rs 1,137.04 Lakhs (Previous Year Rs 1,156.60 Lakhs)

b) Term Loans from Saraswat Co-op Bank, Loan of Rs 7,500 Lakhs for expansion of existing Clubs and secured by way of Mortgage by Deposit of Title Deed of Immovable Property being land and building known as Hotel Amrutha Castle Constructed on plot of land bearing Municipal Nos. 5-9-16, 5-9-17 and 6-9-18 and adjoining plot and land bearing Municipal Nos. 5-9-19 and 5-9-18/3 situated at Saifabad, Secretarial Road, Hyderabad solely belonging to the Company and Deposit of Title Deed of Immovable Property located at Country Club Golden Star, # 623, 624, Next to Pramukh Swami Hospital, Adajan, Surat - 395 009 owned by Club Arzee Limited, Immovable Property at Country Club Resort, Plot No. 496, Bhuvan Village, Kolad, Dist. Raigad. owned by Amruta Estates Pvt. Ltd., Immovable Property, Hotel Amruta Castle, Opp. Secretariat, Saifabad, Hyderabad and additional charge on Immovable Property at The Country Club, Balamatta Road, Mangalore - 575 001, belonging to the Company. The Outstanding Balance for the Current year is Rs 3,955.35 Lakhs (Previous Year Rs 4,772.39 Lakhs)

c) Term Loans from Cosmos Bank, Loan of Rs 6,000 Lakhs for expansion of existing Clubs, refurbishment and modernization of its Clubs located at Pune, Kolkata, Goa and Indore, secured by Property located at "The Country Club De Goa", No. 836/1, Anjuna Bardez, Goa owned by Aquarian Realtors Private Limited and "The Country Club Spring" situated at C.T.S No. 1104/03 of Village Kandivali, Parekh Nagar, Kandival owned by M/s. Swami Vivekanand Training and Education Centre Private Limited and additional security by way of registered equitable mortgage on "Country Club Fun & Food", 7th Km, Khandwa Road, Kasturbaagram, Indore owned by the Company. The Outstanding Balance for the Current year is Rs 2,010.54 Lakhs (Previous Year Rs 2,672.25 Lakhs)

d) Overdraft from Yes Bank Limited, Loan of Rs 2,020 Lakhs for Company Working Capital is secured against the Companys Fixed Deposits. The Outstanding Balance for the Current year is Rs 1,082.06 Lakhs (Previous Year Rs 1,943.13). Further, The quarterly returns filed by the company with bank are in agreement with books of accounts.

Other Loans

e) Lease Finance Loan from NOIDA Authority is secured against the Plot No. N-14, Sector - 18, Noida, Uttar Pradesh. The Outstanding Balance for the Current year is Rs 271.65 Lakhs (Previous Year Rs 271.65 Lakhs).

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

All transactions entered into during the financial year 2022 - 2023 with Related Parties as defined under the Companies Act and SEBI LODR Regulations were in the ordinary course of business and on an arms length basis. During the year, the Company had entered into certain transaction referred to in Section 188 of the Companies Act, with related parties which could be considered material under SEBI LODR Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is attached herewith as Annexure - IV. Attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts forming part of the financial statements. The transactions with person or entity belonging to the promoter/promoter group which holds 10 per cent or more shareholding in the Company as required under Schedule V, Part A (2A) of SEBI LODR is given in Notes to Accounts (Note No. 32 on Related Party Transaction) forming part of the financial statements.

As required under Regulation 23 of SEBI LODR Regulations, the Company has formulated a Related Party Transactions Policy which is available on the website of the Company and can accessed at https://countryclubindia.net/files/ policies/7.pdf

19. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no other material changes and commitments in the business operations affecting the financial position of the Company which have occurred between March 31,2023 and the date of signing of this Report, other than those disclosed in this Report.

20. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. In addition, the Company has also Re-appointed M/s. B. N & Company, Chartered Accountants as the Internal Auditors of the Company to conduct the regular Internal Audit and place its Report before the Audit Committee. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

The internal controls over financial reporting have been identified by the management and are checked for effectiveness across all locations and functions by the management and tested by the Auditors on sample basis. The controls are reviewed by the management periodically and deviations, if any, are reported to the Audit Committee periodically.

21. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the financial year under review. The Company is presently carrying on only Clubbing, Tourism, Hotel & Hospitality Services.

22. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future during the year under review.

23. CORPORATE GOVERNANCE:

As required by Regulation 27 of SEBI LODR Regulations, (Listing Regulations), a separate section containing the Report on Corporate Governance together with the Certificate on the compliance with the conditions of Corporate Governance issued by the Practicing Company Secretary is appended hereto and they form part of this Annual Report.

24. SUBSIDIARY COMPANIES:

Pursuant to Section 129(3) of the Companies Act, 2013, a statement consisting salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC-1 is appended as Annexure-III to this Report. The Company has Twenty Six (26) subsidiary outfits as on 31st March, 20223:

Domestic Subsidiaries:

1. Aquarian Realtors Private Limited

2. Bush Betta Holiday Ownership Wildlife Adventure Resort Private Limited

3. Bright Resorts Private Limited

4. Chanakyapuri Resorts Private Limited

5. Club Arzee Limited

6. Country Vacations International Limited

7. International Country Holidays Private Limited

8. Jade Resorts Private Limited*

9. J J Arts & Entertainments Private Limited

10. Kolet Resort Club Private Limited*

11. Maruti Waterpark and Entertainments Private Limited

12. Swami Vivekanand Training and Education Centre Private Limited

13. Swimwel Investment and Trading Private Limited

International Subsidiaries:

1. Country Club Babylon Resort Private Limited, Sri Lanka

2. Country Vacations International Limited, Dubai

3. Country Vacations International LLC, UAE*

4. Country Vacations International LLC, Oman*

5. Country Vacations International LLC, Abu Dhabi*

6. Country Vacations International W.L.L, Bahrain*

7. Country Club and Vacations WLL, Qatar*

8. Country Vacations International SDS BHD, Malaysia*

9. Country Club Limited, England*

10. Country Club Fitness LLC - Dubai*

11. Country Club Hotel - UAE*

12. Country Vacations International - Kenya*

13. Kuwait Country Club Company WLL - Kuwait*

* Has become subsidiary of the Company under Section 2(87) of the Companies Act, 2013.

The Ministry of Corporate Affairs (MCA) has through its General Circular No. 2/2011 dated 08th February 2011, has granted general exemption to all the Companies from the requirement to attach various documents in respect of Subsidiary Companies, as set out in Section 129 of the Companies Act 2013. Accordingly Balance sheet, Profit and Loss Account and other documents of the Subsidiary Companies are not being attached with the balance sheet of the Company.

Further your Company hereby undertakes that Annual Accounts of the Subsidiary Companies and the related detailed information shall be made available to the Shareholders of the Company and Subsidiary Companies seeking such information at any point of time.

The Annual Accounts of the Subsidiary Companies shall also be available for inspection by the Members at registered office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent.

All the Subsidiaries are non-operational Companies and non-performing Companies, hence, there is no contribution in the overall performance of the Company. Further the Company does not have any Associate Companies or Joint Venture Companies.

Further during the FY 2022-23, No Companies have become or ceased to be a Subsidiary, Joint Ventures or Associate Companies of Country Club Hospitality & Holidays Limited.

25. TYPES OF COMMITTEES:

The Company has 4 different Committees, they are:

a. AUDIT COMMITTEE

Composition of the Audit Committee:

The Audit Committee for the F.Y 2022-2023 was constituted of the following members:

Name of the Member Category
1. Sri Y Subba Rao, Chairman *
2. Smt. Poojitha Baheti, Chairperson * Independent, Non- Executive Directors
3. Smt. Mamatha Madhavi V Reddy, Member
4. Smt. Navya Challa, Member

* Sri Y Subba Rao, Chairman passed away on June 12, 2022 and Smt. Poojitha Baheti, has been appointed as a Chairperson of the Audit Committee with effect from August 09, 2022.

Smt. Khushboo Agarwal J, Company Secretary has acted as the Secretary to the Audit Committee.

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI LODR Regulations.

b. NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration Committee for the FY 2022-2023 was constituted of the following members:

Name of the Member Category
1. Smt. Mamatha Madhavi V Reddy, Chairperson
2. Sri Y. Subba Rao, Member* Independent, Non- Executive Directors
3. Smt. Poojitha Baheti, Member*
4. Smt. Navya Challa, Member

* Sri Y Subba Rao, Member passed away on June 12, 2022 and Smt. Poojitha Baheti, has been appointed as a Member of the Nomination and Remuneration Committee with effect from August 09, 2022.

Smt. Khushboo Agarwal J, Company Secretary has acted as the Secretary to the Nomination and Remuneration Committee.

The Company follows a policy on remuneration of directors and other senior managerial personnels. The Policy is recommended by the Nomination and Remuneration Committee and approved by the Board. Policy on Directors Appointment & Remuneration is appended as Annexure-I to this Report.

c. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee for the F.Y 2022-2023 was constituted of the following Directors:

Name of the Member Category
1. Sri Y Subba Rao, Chairman *
2. Smt. Poojitha Baheti, Chairperson * Independent, Non- Executive Directors
3. Smt. Mamatha Madhavi V Reddy, Member
4. Smt. Navya Challa, Member

* Sri Y Subba Rao, Chairman passed away on June 12, 2022 and Smt. Poojitha Baheti, has been appointed as a Chairperson of the Stakeholders Relationship Committee with effect from August 09, 2022.

Smt. Khushboo Agarwal J, Company Secretary has acted as the Secretary to the Stakeholders Relationship Committee.

d. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee for the F.Y 2022-2023 was constituted of the following Directors:

Name of the Member Category
1. Smt. Mamatha Madhavi V Reddy, Chairperson Independent, Non- Executive Directors
2. Smt. Navya Challa, Member
3. Sri Y. Siddharth Reddy, Member Executive Director

Smt. Khushboo Agarwal J, Company Secretary has acted as the Secretary to the Corporate Social Responsibility Committee.

Details about the Policy developed and implemented by the Company on Corporate Social Responsibility initiatives taken during the year : NIL

Since the Company is Loss making and has not generated any profits from last 5 years, Corporate Social Responsibility initiatives have not taken.

26. STATEMENT PURSUANT TO LISTING AGREEMENT:

The Companys Equity shares are listed at

1. BSE Limited, Mumbai.

2. National Stock Exchange of India Limited, Mumbai.

The Company has paid the Annual Listing Fees to the above Stock Exchanges for the year 2023-24.

27. DEPOSITORY SYSTEM:

Your Companys equity shares are available for dematerialisation through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2023, 99.20% of the equity shares of the Company were held in dematerialised form. The Company has paid the Annual Custodian Fees to the above Depositories for the year 2023-24.

28. AUDITORS:

M/s. P. Murali & Co., Chartered Accountants, were appointed as Statutory Auditor of the Company in 31st Annual General Meeting for Five Consecutive years and shall hold the office until the conclusion of this 36th Annual General Meeting as per section 139 of Companies Act, 2013.

For the Financial Year 2022-23, your Company has paid Rs 10,00,000 (Rupees Ten Lakh Only) plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the members at the ensuing Annual General Meeting pursuant to the Provisions of the Companies Act, 2013. The detailed breakup of the Auditors Fees is given in Notes to Accounts (on Note No. 25 - Other Expenses) forming part of the Standalone financial statements.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualifications, reservations, adverse remarks or disclaimers given by the Auditors in their Report.

29. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company have appointed M/s. R. & A Associates, Company Secretaries represented by Mr. R. Ramakrishna Gupta (Membership No. FCS 5523), Practicing Company Secretary, as the Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial year ended 31st March, 2023 in compliance with the provisions of Section 204 of the Companies Act, 2013.

The report of the Secretarial Audit Report by M/s. R. & A Associates, Company Secretaries represented by Mr. Ramakrishna Gupta, Practicing Company Secretary, in Form MR-3 is enclosed as Annexure - II to this Report.

There are no qualifications, reservations but certain adverse remarks or disclaimers were made by M/s. R. & A Associates, Company Secretary in Practice, in the Secretarial Audit Report. The following are the observations made by M/s. R. & A Associates, Company Secretaries, Secretarial Auditors for which Board has replied as mentioned below:

Sr. No Deviations Fine Amount Observations / Remarks of the Practicing Company Secretary Management Response
1. There were delay in payment of Annual Listing Fees payable to both the Stock Exchanges i.e. National Stock Exchange (NSE) & Bombay Stock Exchange (BSE) Nil Delay in payment of Annual Listing Fees payable to NSE & BSE as required under 14 of SEBI (LODR) Regulations. The Management of the Company has acknowledged the delay and ensured to comply the same henceforth
2. Policy on Material Related Party Transactions does not define "Material Modifications" Nil Policy on Material Related Party Transactions does not define "Material Modification "as required under Regulation 23(2)(a) of SEBI (LODR) Regulation. The Management of the Company has acknowledged the Non- compliance and Confirmed that the said information has been communicated to the Audit Committee and will be taken care in the future
3. There was delay of 14 days and 9 days in the submission of Annual Secretarial Compliance Report for the Financial Year ended 31st March, 2022 to NSE & BSE respectively. Rs. 35,400 (inclusive of GST) by NSE and Rs.23,600 (inclusive of GST) by BSE Delay in submission of Annual Secretarial Compliance Report for the Financial Year ended 31st March, 2022 to NSE & BSE as required under Regulation 24A (2) of SEBI (LODR) Regulations read with SEBI Circular CIR/CFD/CMD1/27/2019 dated 08th February, 2019. The Management of the Company has acknowledged the delay and ensured to comply the same henceforth. Further the Company has confirmed the payment of penalties levied by Stock Exchanges
4. Corporate Governance Report does not contain the following :• • Address of the Stock Exchanges • Criteria for making payment to Non- Executive Directors Nil Corporate Governance Report attached to the Annual Report (FY 2021-22) does not contain the adequate information as required under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015 The Management of the Company has acknowledged the non- compliance and ensured to comply the same henceforth. Also, the Company has confirmed that it does not pay any payments to Non- Executive Directors, other than Sitting Fees.
5. There was delay of 05 Minutes 6 Seconds in submission of Financial Results approved in the Board Meeting held on 30th May, 2022 to the National Stock Exchange of India for the Quarter and Year ended 31st March, 2022. Further, there was delay of 04 Seconds in submission of Financial Results approved in the Board Meeting held on 30th May, 2022 to the Bombay Stock Exchange of India for the Quarter and Year ended 31st March, 2022. Nil Delay in submission of Financial Results for the Quarter and Financial Year ended 31st March, 2022 to NSE and BSE as required under Regulation 30 read with Schedule III PART A sub para B of SEBI (LODR) Regulations, 2015 The Management of the Company has acknowledged the delay and explained that there was a delay in fraction of seconds to BSE and in few minutes to NSE, Since filings were permitted within 30 Minutes of Closure seems very shorter in nature and OTP have to be given which also getting delayed in receiving the same. Hence the delay is totally due to technical things and shorter time period.
6. The Unmodified opinion for Consolidated Financial Statements for the Financial year ended 31st March, 2022 was not given under intimation given for outcome of the Board Meeting given on 30th May, 2022. Nil Unmodified opinion for Consolidated Financial Statements for the Financial year ended 31st March, 2022 along with Financial Results was not given as required under Second proviso to Regulation 33(3)(d) SEBI (LODR) Regulations, 2015 The Management of the Company has explained that the same has been left while scanning the documents and when the same has been notified by BSE the Company has resubmitted the same.
7. Management Discussion and Analysis Report does not include the following ratios: • Details of change in return on Net worth • Operating Profit Ratio Nil Corporate Management Discussion and Analysis Report attached to the Annual Report (FY 2021-22) does not contain the adequate information as required under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015 The Management of the Company acknowledged the non compliance and ensured to comply the same henceforth
8. Few instances of non-disclosure of information on the Website of the Company. Nil Few instances of non-disclosure of information on the Website of the Company as required under Regulation 46 of SEBI (LODR) Regulations, 2015 The Management of the Company acknowledged the non compliance and due to technical problem the website is currently not functional.
9. There was delay in submission of certificates under Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018 for the quarter ended 31st December, 2022 Nil Delay in submission of certificates under Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018 for the quarter ended 31st December, 2022 The Management of the Company acknowledged the delay and ensured to comply the same henceforth.
10. There were instances when the Board of Directors has not periodically reviewed the Compliance Reports pertaining to all Laws applicable to the Company and steps taken to rectify instances of non-compliances as required under Regulation 17(3) of the SEBI LODR Regulations. Nil The Board of Directors has not periodically reviewed the Compliance Reports pertaining to all Laws applicable to the Company and no steps has been taken to rectify instances of non- compliances as required under Regulation 17(3) of the SEBI LODR Regulations. The Management of the Company acknowledged the non compliance and ensured to comply the same henceforth.
11. There was delay in intimation to both the Stock Exchanges i.e. National Stock Exchange (NSE) & Bombay Stock Exchange (BSE) regarding closure of Trading Window for the quarters ended 31st March, 2022, 30th June, 2022 and 31st December, 2022. Nil Delay in intimation to NSE & (BSE regarding closure of Trading Window for the quarters ended 31st March, 2022, 30th June, 2022 and 31st December, 2022 as required under Reg 9 read with Schedule- B of SEBI (PIT), 2015 The Management of the Company acknowledged the delay and ensured to comply the same henceforth.
12. Company does not have adequate system of structured digital database which is in conformity of Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015. Nil Company does not have adequate system of structured digital database which is in conformity of Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015 The Management of the Company acknowledged the non compliance and ensured to enter into contract with SDD Service Provider.

Non-Compliance under Companies Act, 2013:

1. During the F.Y 2022-23, there are instances of delay in filing of e-Forms with the concerned Registrar of Companies - Reply: The delay was inadvertent and the Company is in the process of filing the same.

2. The Company has not filed E-Form MGT-14 for approval of Boards Report and borrowing monies as required under Section 117 of the Companies Act, 2013 - Reply : The delay was inadvertent and the Company is in the process of filing the same.

3. As required under Section 134 of the Companies Act, 2013 read with Rules made there under, the disclosures such as a) the state of the companys affairs b) explanations or comments of the Board on the qualification made by the company secretary in practice in his secretarial audit report c) the amount, if any proposes to transfer to any reserves d) dividend, if any proposed e) highlights of performance of subsidiaries, associates and joint venture companies and their contribution, were not made in the Boards Report for the FY 2021-22 - Reply : The Management has acknowledged the same and will be included in the upcoming Annual Report.

4. News Paper Advertisement specifying the details as required under Para 3(A)(IV) of MCA General Circular No. 20/2020 dated 05thMay, 2020 was not made by the Company - Reply : The Management has acknowledged the same and will be advertising in the next Annual General Meeting.

The Board further confirms that the Company has complied with all the provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

30. COST AUDITORS:

Maintenance of cost records as specified by the Central Government under Section 148 (1) of the Act is not applicable to the Company.

31. FRAUD REPORTING:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder either to the Company or to the Central Government.

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism for directors, employees and other stakeholders to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of this Annual Report.

The Board of Directors of the Company has adopted Whistle Blower Policy. This policy is formulated to provide an opportunity to employees and an avenue to raise concerns and to access in good faith the Audit Committee, to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communication, in case they observe unethical and improper practices or any other wrongful conduct in the Company, to provide necessary safeguards for protection of employees from reprisals or victimization and to prohibit managerial personnel from taking any adverse personnel action against those employees.

33. RISK MANAGEMENT POLICY AND BUSINESS RISK MANAGEMENT:

The Company has policy for identifying risk and assess business risks and opportunities and established controls to effectively manage the risk. Further the company has laid down various steps to mitigate the identified risk.

The business risks identified are reviewed by the Board of Directors of the Company and a detailed action plan to mitigate identified risks is drawn up and its implementation is monitored. The key risks and mitigation actions are then placed before the Audit Committee of the Company.

However, Your Company does not have a Risk Management Committee as the said Provisions of SEBI LODR Regulations are not applicable to the Company.

34. DISCLOSURE PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

During the Financial year ended 31st March, 2023 the Company has neither received any complaints nor there are any pending complaints pertaining to Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH).

The Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation or intimidation. Every employee is made aware that the company is strongly opposed to sexual harassment and that such behaviour is prohibited both by law and by the Company. No cases of child labour, forced labour, involuntary labour and discriminatory employment were reported during the period.

The Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the POSH Act, and the rules framed thereunder, including constitution of the Internal Complaints Committee. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the POSH Act and the same is available on the Companys website at https://countryclubindia.net/files/policies/posh.pdf.

35. MATERIAL DEVELOPMENTS IN HUMAN RESOURCE:

Given the highly specialized nature of the Companys business and the large number of locations where it operates, attracting and nurturing the right talent is at the core of your Companys strategy for success and growth. Accordingly, the HR function is organised into three key areas: customer acquisition, resort operations and corporate functions. During the year, focus was on building capabilities through a structured approach to drive the Companys performance. This encompassed implementing changes across all components of the HR function: recruitment, employee engagement, reward and recognition, skill upgrading, talent management, organisational culture and employee relations. The Company organizes a TOP GUN training program where promising young employees are trained to become next level managers. There are 761 permanent Employees on the Rolls of the Company as on 31st March, 2023. More than 100 new Employees has been recruited by the Company during FY 2022-23.

36. PERSONNEL:

Presently the Company enjoys cordial relations with employees and believes that human resources are invaluable asset. The Board wishes to place on record its appreciation to all employees for their efforts and co-operation for the performance and growth of business during the year.

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

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year 2022-23.

38. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There are no instances of major difference between the amount of the Valuation done at the time of one time settlement and the valuation done while taking loan from the Banks such as Canara Bank, Union Bank of India, Bank of India, Bank of Baroda and Central Bank of India or any other Financial Institutions during the Financial Year 2022- 23. During the Financial Year 2022-23, Company has settled the outstanding Loans from the above mentioned Banks through one time settlement. But there is no major difference between the amount of the Valuation done at the time of one time settlement and the valuation done while taking loan from the Banks.

39. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation and sincere thanks to the customers, shareholders, banks, financial institutions, investors, vendors, business associates and other associates, who through their continued support and cooperation, have helped, as partners, in the Companys progress.

The Directors also acknowledge the hard work, dedication and commitment of the employees. We wish to place on record our appreciation for the untiring efforts and contributions made by the employees at all levels to ensure that the Company continues to grow and excel.

For and on behalf of the Board of Directors of
COUNTRY CLUB HOSPITALITY & HOLIDAYS LIMITED
PLACE: HYDERABAD Y. SIDDHARTH REDDY Y VARUN REDDY
DATE : 08-09-2023 VICE-CHAIRMAN, JMD & CEO VICE-CHAIRMAN, JMD & COO
DIN:00815456 DIN:01905757