To,
The Members,
The Board of Directors hereby submits the 89th Annual report of the business
and operations of the Company together with the audited financial statements for the
financial year ended March 31st, 2023.
FINANCIAL PERFORMANCE OF THE COMPANY:
| Particulars |
F Y 2023 |
F Y 2022 |
|
(Rs. In Lakhs) |
(Rs. In Lakhs) |
| Revenue from Operation |
1475.37 |
857.00 |
| Revenue from other Income |
13.21 |
15.10 |
| Total Revenue |
1488.59 |
872.10 |
| Profit before Dep. & Int. |
(687.64) |
(895.85) |
| Less: Depreciation & Amortization |
309.35 |
335.41 |
| Profit after Depreciation & Interest and before Tax |
(996.99) |
(1231.26) |
| Tax Expenses |
17.21 |
0.00 |
| Profit/ Loss after Tax from continuing operations |
(1014.20) |
(1231.26) |
The company continues to be engaged in Hospitality (Hotels & Resort) Business.
The bottom line has shown Profit & Loss (after tax) for the year ended 31.03.2023
Rs. -1014.20 Lakhs as compared to the previous year 2021-22 Profit & Loss Rs. -1231.26
Lakhs i.e. the Company has decreased the loss from previous years by 17.63%. Further,
there are no significant and material events impacting the going concern status and
Companys operations in future.
OPERATIONS FOR THE PERIOD AND FUTURE OUTLOOK:
(i) OPERATIONS FOR THE PERIOD:
Post COVID-19, the operations of the Company for FY 22-23revived & took turn for
the better, consequent to removal of travel restrictions, improved mobility and release of
pent up demand for domestic tourism. Total Income for FY 22-23 was Rs.14.89crores, higher
than the previous years Total Income of Rs.8.72crores by 70.75%. Operating Expenditure
increased by 38.60% to Rs.9.09crores in FY 22-23 from Rs.6.55crores in the previous FY.
The increase in revenues was mainly due to healthy increase in business volumes,
speciallyroom revenues aided by better ARR & higher occupancy. The operational costs
remained well within control due to better operational efficiencies. The Company reported
net loss of Rs.10.14crores for FY 22-23 as compared to net loss of Rs.12.31crores for FY
21-22.
(ii) FUTURE OUTLOOK:
An analysis of the financial results is given in the Management Discussion &
Analysis, which forms part of the Annual report.
The Company is working hard to develop alternate revenue streams. The Management is
taking all efforts to keep the facilities in good condition and retain the team. The
Management is committed to take all such measures that will strengthen the Company and
its operations in years to come. The Management wishes to place on record the fact that,
the company has still not received approvals for future construction of certain
facilities, for which the Company is consistently pursuing with the appropriate
authorities and is hopeful of some positive development in time to come.The business of
the company is largely dependent on the overall economic growth and general business
sentiment prevalent in the market. However, the Management is positive in its outlook and
is confident of generating better revenues in future.
The Company has successfully managed to meet its financial commitments in spite of
challenging scenario. The company is also looking closely to various business
opportunities which will help the Company to garner more business strengthen its
operations & financial position.
DIVIDEND:
The Chairman informed the Board that in view of current year losses and accumulated
losses it would be prudent, not to recommend payment of dividend on Equity Share Capital
of the Company for the Financial Year ended 31st March, 2023. The Board after
discussion on the matter, decided not to recommend any dividend on Equity Share Capital of
the Company for the Financial Year ended 31st March, 2023.
REVENUE:
The Company has earned gross revenue of Rs.1488.59 lakhs in FY 22-23 under review as
compared to Rs.872.10 lakhs in FY 21- 22. The Company has a EBITDA of Rs.580.11 lakhsas
compared to EBITDA of Rs.216.68 in FY 21-22 &negative PAT (loss)of Rs.1014.20 lakhs as
compared to Rs.1231.26 lakhs in FY21-22.
AMOUNTS TRANSFERRED TO RESERVES:
In view of the current years losses the Board of the Company does not recommend
transfer of any amount to reserves.
SHARE CAPITAL:
Authorized share Capital
There is no change in Authorized share capital of the company for the Financial Year
2022-2023.
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013
form part of the notes to the financial statements provided in the Annual Report.
The Register of Loan, Guarantee, Security and Investment is maintained in Form MBP-2
under section 186 of the Act, 2013 which is available for inspection during the business
hours on all working days.
FIXED DEPOSITS
The Company has not accepted any fixed deposits from the public during the financial
year ended March 31, 2023 and as such, there are no outstanding deposits in terms of the
Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES
There were no contract(s) / arrangement(s) / transaction(s) entered into by your
Company with its related parties, during the year under review as per the provisions of
Section 188(1) of the Act read with Companies (Meetings of Board and its Powers) Rules,
2014 and Regulations 23 of SEBI (LODR) Regulations, 2015.
Particulars of contract or arrangements made with related parties referred to section
188 (1) of the Companies Act, is prescribed in Form AOC -2 as "ANNEXURE 1" to
Boards Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
(i) Director Retiring By Rotation:
In terms of Section 152(6) of the Companies Act, 2013 and the Articles of Association
of your Company, Ms. Dhwani J Mehta (DIN: 07105522), Director of the Company is liable to
retire by rotation at the Eighty Ninth Annual General Meeting as she is holding office for
the longest period and her appointment shall be liable to retire by rotation.
Ms Dhwani J Mehta has confirmed her eligibility and willingness to accept the office of
the Director of your Company, if confirmed by the Members at the ensuing Annual General
Meeting. In the opinion of your Directors Ms. Dhwani Mehta have requisite qualifications
and experience and therefore, your Directors recommend that the proposed resolution
relating to the re-appointment Ms. Dhwani Mehta be passed.
(ii) Key Managerial Personnel:
In terms of Section 203 of the Act, the following are the Key Managerial Personnel of
the Company:
A) Mr. Rajesh M. Loya, Whole Time Director- CFO
B) Mr. Nikhil V. Mehta, Executive Director - CEO
C) Mr.Vedashri Chaudhari, Company Secretary & Compliance Officer (Resigned w.e.f.7th
July, 2023)
D) Mr. Kapil Purohit, Company Secretary & Compliance Officer (Appointed w.e.f. 1st
September, 2023)
Mr. Chetan J Mehta retired from the designation of CFO and Executive Director since was
liable to retire by rotation and was not re-appointed since resolution pertaining to
re-appointment was not passed in AGM held on 30th Sep 2022 as per voting results.
(iii) Declaration Of Independence By Independent Director:
All the Independent Directors have given their declarations stating that they meet the
criteria of independence as laid down under Section 149(6) of the Act and Regulation
16(1)(b)of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations 2015 (the Listing Regulations). In the opinion of the Board,
they fulfil the conditions of independence as specified in the Act and the Listing
Regulations and are independent of the management.
(iv) Separate Meeting of Independent Directors & Evaluation Process:
Mr. Amit Shah, Mr. Gautam Shah, and Mr. Maneesh Taparia, Independent Directors of the
Company, had a separate meeting during the financial year, in terms of Schedule IV to the
Companies Act, 2013 and the SEBILODR, whereat performance of Non-Independent Directors,
the Board as a whole, and the Chairman of the Company was reviewed together with the
assessment of the quality, quantity, and timeliness of the flow of information between the
management of the Company and the Board as well as overview of succession planning, risk
management, internal controls and prioritization of strategic objectives and Board
efficiency. The Nomination and Remuneration Committee also conducted a similar evaluation
exercise. The evaluation concluded that the Board, its Committee and individual Directors
continue to function effectively and remains well balanced and diverse with a strong mix
of relevant skills, expertise, and experience.
DIRECTORS RESPONSIBILITY STATEMENT
Based on the framework of Internal Financial Controls and compliance systems
established and maintained by the Company, the work performed by the Internal, Statutory
and Secretarial Auditors including Audit of Internal Financial Controls over financial
reporting by the Statutory Auditors and the reviews performed by Management and the
relevant Board Committees, including the Audit Committee, the Board is of the opinion that
the Companys Internal Financial Controls were adequate and effective during the Financial
Year 2022-23.
Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of
Directors of the Company hereby state and confirm that:
(i) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanations relating to material departure, if any;
(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 March 31, 2023 and of the profit or loss of
the Company for the year ended March 31, 2023;
(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 are operating effectively.
(vi) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Considering the nature of activities of the Company, the information required under
Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies
(Accounts) Rules, 2014to be disclosed relating to the conservation of energy and
technology absorption is provided as "ANNEXURE V" to the Boards Report.
There is no foreign technology involved/ absorbed. During the year under review, the
Company has neither earned any foreign exchange nor incurred any expenditure in Foreign
exchange.
BOARDS DIVERSITY AND EVALUATION:
The Company recognizes and embraces the importance of a diverse Board in its success.
We believe that a truly diverse Board will leverage difference in thought, perspective,
knowledge, skill, regional and industry experience which will help us retain our
competitive advantage.
At present, your Company has Eight Directors and pursuant to the Regulation 17(1)(b) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations your Company
complies with this requirement. In terms of the Listing Regulations, your Company conducts
the Familiarization Program for Independent Directors about their roles, rights,
responsibilities in your Company, nature of the industry in which your Company operates,
business model of your Company, etc., through various initiatives. The details of the same
are displayed on the website of the Company.
The performance of the Board was evaluated by the Board after seeking inputs from all
the Directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board has carried out the annual performance evaluation of the entire Board,
Committees and all the Directors based on the parameters specified by the Nomination and
Remuneration Committee. The exercise was carried out through a structured evaluation
process covering various aspects of the functioning of the Board and its Committees.
Individual Directors were evaluated separately on basis of their respective designations
and roles.
NUMBER OF MEETINGS OF THE BOARD:
During the financial year 2022-23, the Board of Directors met Seven times and the last
Annual General Meeting held on 30thSeptember, 2022. The intervening gap between
any two meetings was within the period prescribed by the Companies Act, 2013.
Note: Mr. Nikhil V. Mehta was appointed as Additional Director and CEO of the
Company dated 28th October 2022 and Mr. Rajesh Loya was appointed as CFO of the
Company as on 28.10.2022.
COMMITTEES OF THE BOARD:
Currently, the Board has three committees: Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee. For the Financial year 2022-2023, the
composition of the Committee is as per the applicable provisions of the Act , Regulations
and Rules:
| Name of Committee |
No. of Meetings held |
| Audit Committee |
7 |
| Nomination and Remuneration Committee |
6 |
| Stakeholders Relationship Committee |
6 |
AUDITORS:
A) . STATUTORY AUDITORS:
In accordance with Section 139 of the Companies Act, 2013 and the rules made
thereunder, M/s P.G. Bhagwat Chartered Accountants LLP (Firm Registration Number: 101118W/
W100682) has been appointed as Statutory Auditors of the Company to hold office for a
period of Five years commencing from the conclusion of 88th AGM until the conclusion of
the 93rd Annual General Meeting of the Company to be held in year 2027.
The requirement for the annual ratification of Auditors appointment at the Annual
General Meeting has been omitted pursuant to Companies (Amendment) Act, 2017 notified on 7th
May, 2018. Accordingly, no resolution is being proposed for ratification of the
appointment of statutory auditors at the ensuing Annual General Meeting.
During the year, the statutory auditors have confirmed that that they satisfy the
independence criteria required under Companies Act, 2013 and Code of Ethics issued by
Institute of Chartered Accountants of India
M/s P.G. Bhagwat Chartered Accountants LLP, have submitted the Auditors Reports on the
Standalone Financial Statements for the financial year ended March 31, 2023and states that
it does not contain any qualification, reservation or adverse remark or disclaimer
requiring any explanations / comments in their report.No frauds have been reported by the
Auditors under section 143(12) of the Companies Act, 2013.
B) . SECRETARIAL AUDITOR:
The Company has appointed Ms. Zankhana Bhansali, Practicing Company Secretary,(FCS No:
9261)as a Secretarial Auditor to conduct the Secretarial Audit of the Company for the
Financial Year 2022-2023, as required under Section 204 of the Companies Act, 2013 and
Rules there under.
The Secretarial Audit Report for F.Y.2022-2023forms part of the Annual Report as
"ANNEXURE 3" to the Boards Report.
The Auditors Report for the Financial Year ended 31st March, 2023 do not
contain any qualification or reservation or adverse remark.
The Secretarial Auditor has made following observations for the financial year ended 31st
March, 2023 in Secretarial Audit Report. (Annexure Attached)
The management is of the opinion that the Regulation 47 speaks only about publication
in regional newspaper & not about translating the result to regional language. Also
similar practice is generally followed by other corporate as well. Hence Management is of
the opinion that it has done complete compliance as mandated under the Regulation.
There were MCA Portal issues which caused delay in filing that was for only one
instance
SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Companys operations in future.
The details of the pending cases with various authorities are mentioned in the notes to
Financial Statements. EXTRACT OF ANNUAL RETURN:
In accordance with Section 134(3)(a) Section 92(3)of the Companies Act, 2013, an
extract of the annual return of the company for the financial year ended 31st
March, 2023in the prescribed format is appended& uploaded as link under
www.apteindia.com/www.clubemerald.in as "ANNEXURE II" to the Boards
report.
WEB LINK OF ANNUAL RETURN:
The Company is having website i.e.www.apteindia.com/www.clubemerald.in and the annual
return of Company has been published on such website.
INTERNAL FINANCIAL CONTROL:
The Board is responsible for establishing and maintaining adequate internal financial
control as per Section 134 of the Companies Act, 2013.
The Board has laid down policies and processes in respect of internal financial
controls and such internal financial controls were adequate and were operating
effectively. The internal financial controls covered the policies and procedures adopted
by your Company for ensuring orderly and efficient conduct of business including adherence
to your Companys policies, safeguarding of the assets of your Company, prevention and
detection of fraud and errors, accuracy and completeness of accounting records and the
timely preparation of reliable financial information.
COST RECORD:
The provision of Cost audit as per section 148 is not applicable to the Company.
SECRETARIAL STANDARDS:
The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2
issued by the Institute of Company Secretaries of India.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
Your Company has in place an Anti-Sexual Harassment Policy in line with requirements of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. This policy applies to all categories of employees of the Company, including
permanent management and workmen, temporaries, trainees and employees on contract at their
workplace or at client sites. Internal Complaints Committee(s) (ICC) has been set up to
redress complaints received regarding sexual harassment. The cases reported to such
Committee(s) are investigated by the respective Committee(s) members and the detailed
report thereon is presented to the Board of Directors on a regular basis. During the year
under report, your Company did not receive any case of sexual harassment and hence as at
March 31, 2023, there were no pending cases of anti-harassment in your Company.
MATERIAL CHANGES AFFECTING THE COMPANY:
There are no significant or material orders which were passed by the Regulators or
Courts or Tribunals which impact the going concern status and the Companys Operations in
future.
PARTICULARS OF EMPLOYEES:
a) Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
The remuneration and perquisites provided to our employees including that of the
Management are on a par with industry levels. The Nomination and Remuneration Committee
continuously reviews the compensation of our senior executives to align both the
short-term and long-term business objectives of the Company and to link compensation with
the achievement of measurable performance goals.
Remuneration paid to Board of Directors of the Company:
| Name of Director |
Title |
Remuneration i financial year 2021 2022 |
Remuneration in Financial Year 2022 2023 |
No. of shares hel( in the Company |
| Mr. JashwantMehta |
Non-Executive Director |
NIL |
NIL |
8,64,440 |
| Mr. Chetan Mehta |
Executive Director and Chief Financial Officer |
NIL |
NIL |
8,64,440 |
| Mr. Rajesh Loya |
Whole Time Director/CFO |
NIL |
NIL |
NIL |
| Mr.ManeeshT aparia |
Non-Executive Independent Director |
Rs.11,000/- (Sitting fees) |
Rs.13000/- |
NIL |
| Ms. DhwaniMehta |
Non-Executive Director |
NIL |
NIL |
NIL |
| Mr. Gautam Shah |
Non-Executive Independent Director |
Rs.11,000/- (Sitting fees) |
Rs.8000/- |
NIL |
| Mr. Amit Shah |
Non-Executive Independent Director |
Rs.11,000/- (Sitting fees) |
Rs.13000/- |
4810 |
| Mr. Jaydeep Mehta |
Executive Director |
NIL |
NIL |
8,64,450 |
| Mr.NikhilV.Mehta |
Additional Director & CEO |
NA |
NIL |
NIL |
Remuneration paid to the Key Managerial Personnels of the Company:
| Name of KMP |
Title |
Remuneration in financial year 2021-22 |
Remuneration in Financial Year 2022- 23 |
No. of shares held in the Company |
| Mr. Rajesh Loya |
Whole time Director/ CFO |
NIL |
NIL |
NIL |
| Mr. Chetan Mehta |
Director and Chief Financial Officer |
NIL |
NIL |
8,64,440 |
| Ms. Vedashri Chaudhari |
Company Secretary and Compliance Officer |
4,80,000 P.A |
4,80,000 P.A |
NIL |
| Mr. Nikhil V. Mehta |
Additional Director & CEO |
NA |
NIL |
8,64,440 |
Note: Mr. Nikhil V. Mehta was appointed as Additional Director and CEO and Mr.
Rajesh Loya as CFO of the Company in the Board Meeting held on 28th October
2022.
During the Financial Year 2022-2023 the Company had an average count of 37 employees on
the payroll of the Company.
b). Information as per Rule 5(2) of Chapter XIII, Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
The information required under Section 134 read with Rule 5 of Companies (Appointment
& Remuneration of Managerial Personnel) Rules for the year ended 31st
March, 2023 is not applicable to the Company as none of the employee is drawing
remuneration more than the limits presently specified under the said rules.
CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to Section 135(2) of the Companies Act, 2013 the Boards Report should
disclose the responsibility undertaken and committee constituted for the same.
However, your Company has not earned sufficient profits for the financial year
2022-2023 and thus does not require complying with the provisions of Corporate Social
Responsibility.
RISK MANAGEMENT POLICY:
The Company recognizes that risk is inherent to any business activity and that managing
risk effectively is critical to the immediate and future success of the Company.
Accordingly, the Company has established a Risk Management Policy which has helped in
overseeing the risks, management of material business risks and also helps in internal
control of the Company. The Policy is displayed on the website of the Company,
www.clubemerald.inunder the heading Policies of Company.
The Management of your Company is vigilant about their responsibility of overseeing and
reviewing that the risk that the organization faces such as strategic, financial, credit,
market, liquidity, security, property, regulatory or any other risk have been defined and
assessed. There is adequate risk management infrastructure in place capable of addressing
those risks.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
ANDBANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THEEND
OF THE FINANCIAL YEAR
There were neither any applications made under the Insolvency and Bankruptcy Code, 2016
nor anyproceedings were pending.
MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a brief note
on Management Discussions and Analysis of the results for the year under review is given
in Annexure which forms part of the Directors Report
WHISTLE BLOWER POLICY:
The Company promotes ethical behavior in all its business activities and is in process
of establishing a mechanism for reporting illegal or unethical behavior. The Company has
thus formed a vigil mechanism and Whistle blower policy under which the employees are free
to report violations of the applicable laws and regulations and the Code of Conduct.
The reportable matters would be disclosed to the Audit Committee. The Policy is
displayed on the website of the Companywww.apteindia.com/
www.clubemerald.in under the heading Policies of
Company.
INDUSTRIAL RELATIONS:
Industrial Relations remained cordial throughout the year under review.
ACKNOWLEDGEMENT:
The Directors thank Your Directors wish to place on record their appreciation for the
dedicated services of the employees of your company at all levels.
| Sd/- |
Sd/- |
| Mr. Rajesh M. Loya |
Mr. Nikhil V. Mehta |
| Director& CFO |
Director& CEO |
| DIN: 00252470 |
DIN: 00252482 |
| Date: 30th May, 2023 |
|
| Place: Mumbai |
|
+91-9892691696
