fomento resorts hotels ltd Directors report

To

The Members,

The Board of Directors of Fomento Resorts and Hotels Limited (“your Company” or “the Company”) have the pleasure of submitting their Annual Report together with the Audited Financial Statements for the year ended March 31, 2023.

1. FINANCIAL RESULTS AND APPROPRIATION

(Amount in Lakhs)

Particulars	F.Y. 2022-23	F.Y. 2021-22
Income	23,085.39	12,960.62
Operating Expenses	15,445.03	9,523.90
Gross Operating Profit(PBIDT)	7,640.36	3,434.72
Less:
Interest and Financial Charges	5,935.41	5,721.58
Depreciation	4,233.29	4,053.60
Profit before Extra-Ordinary and Exceptional Items &Tax	(2,528.34)	(6,338.46)
Exceptional Items	-	(450.57)
Profit Before Tax (PBT)	(2,528.34)	(6,789.03)
Tax Expense	502.27	1,697.18
Profit/(Loss) After Tax (PAT)	(2,026.07)	(5,091.85)
Add Surplus/(Deficit) brought forward from the previous year	(2,717.83)	2,419.16
Profit available for appropriation	(4,743.90)	(2,672.69)
Appropriation
a) Transfer to General Reserve	-	-
b) Re-measurement of defined benefit obligation	6.07	(45.14)
c) Dividend (including dividend distribution taxes)	-	-
Balance carried to Balance Sheet	(4,737.83)	(2,717.83)
Earnings per share before Exceptional Item (Basic and Diluted) (in Rs.)	(7.00)	(23.82)

2. COMPANYS PERFORMANCE

On a standalone basis, the total revenue of the Company for the financial year 2022-23 stood at Rs. 23,085.39 lakhs as compared to Rs. 12,960.62 lakhs in the previous year. The Total Income from operations for the current year was Rs. 23,085.39 lakhs compared to Rs. 12,960.62 lakhs in the previous year. Of the above income, the Operational revenue was Rs.22,645.02 lakhs as against Rs. 12,743.12 lakhs of the previous year. The company achieved higher revenues across the business segments viz, rooms, banquets and restaurants compared to the previous financial year. The business improved during the year under review due to removal of restrictions on foreign travel and inter-state travel and the increase in vaccination drive across the country. Consequently, the company reported a Loss after Tax of Rs. 2,026.07 lakhs for the year as compared to Loss after Tax of Rs. 5,091.85 lakhs in the previous year.

During the year, the Company incurred a net loss of Rs. 2,528.34 lakhs including depreciation of Rs. 4,233.29 lakhs as against the net loss of Rs. 6,338.46 lakhs for the previous year including the depreciation of Rs. 4,053.60 lakhs.

3. ECONOMIC SCENARIO AND BUSINESS OUTLOOK

The Indian economy has exhibited remarkable resilience and robust growth in the first half of FY 2022-23, surpassing that of other major economies and bolstering macroeconomic stability. Indias Gross Domestic Product (GDP) at current prices is estimated to have reached Rs. 36.85 lakh crore (US$ 447.44 billion) in the first quarter of2022-23, indicating a growth rate of13.5% as compared to Rs. 32.46 lakh crore (US$ 394.13 billion) in the previous fiscal year. As India takes up the mantle of the G20 presidency with the theme of “Vasudhaiva Kutumbakam” or “One Earth, One Family, One Future”, it has assumed a leadership position on the global stage. India has identified a number of priority areas for action during its G20 presidency, including sustainable, equitable, and inclusive growth, digital public infrastructure and technology-enabled development, climate financing, energy security, and multilateral reforms, among others. Indias G-20 presidency has been a major boost to Indian Tourism and will also benefit Taj Resort & Convention Centre, Goa & Cidade de Goa.

The services sector is the predominant contributor to Indias GDP and has attracted substantial foreign investment, contributed significantly to exports, and generated substantial employment opportunities. With a growth rate of 9.2%, the Indian services industry is the fastest-growing globally, accounting for a 66% share in the countrys GDP and 28% of its total employment. The Indian governments initiatives, such as Smart Cities, Clean India, and Digital India, have fostered an enabling environment that has strengthened the services sector. This sector has the potential to offer a multi-trillion-dollar opportunity, providing mutually beneficial growth prospects for all nations.

Asia followed by Europe and America to be the major source markets for India. India is forecasted to witness 13.34M inbound visitors by the year 2024, which is 22% higher than 2019 (10.93M). However, 2023 is expected to witness only 8.5M inbound tourists (22% lower than 2019). January- August, 2022 inbound visitors were 3.2M as compared to 6.9M in January-August, 2019 (53% lower).

The State of Goa has witnessed a surge in tourism and infrastructure development, notably with the inauguration of the Mopa International Airport, the second Greenfield international airport in the region, with a capacity to handle 30 million passengers annually by phase IV. Additionally, the new Zuari Bridge has substantially reduced travel time between the northern and southern parts of Goa. The steadfast infrastructure development in the region has resulted in an influx of tourists eager to explore both regions.

The hotel industry in Goa has proven to be a vital component of the states thriving tourism ecosystem, offering accommodation to visitors from all over the world. Recent trends suggest that the sector is assured for significant growth, fuelled by high demand for tourism services. In line with data from IBEF, the Indian travel market is expected to expand to US$ 125 billion by FY27, up from an estimated US$ 75 billion in FY20. The hospitality industry has demonstrated remarkable resilience in adapting to the challenges posed by the pandemic, with government intervention and infrastructure investments helping major hotel brands such as IHCL to navigate previously difficult pandemic situations. In order to sustain long-term growth, our company is committed to being mindful of our impact on the environment and adopting sustainable practices to promote responsible growth.

Despite the positive outlook, it is important to acknowledge the obstacles that must be overcome for continued success. High inflationary pressures, supply chain disruptions, and currency fluctuations have contributed to increased operational expenses for hotels, while ongoing construction projects have been impacted by rising input and construction costs due to global inflationary trends. In addition, the industry is grappling with a severe talent shortage, as it strives to rebuild its workforce to pre-pandemic levels.

Overall, Indias economic performance in the first half of FY 2022-23 has been impressive, driven by the strong growth of the services sector and the hotel industry in Goa. The governments initiatives and budgetary allocation highlight its commitment to fostering sustained growth in these sectors, despite the obstacles and challenges faced. While uncertainties remain, the bright outlook along with governments support indicate that the industry is ripe for investment and advancement.

Business Travel and Meetings set to continue on a growth trajectory, despite geopolitical uncertainties as industries are recovering beyond pre-pandemic levels which remained key for the Taj Resort & Convention Centre & Cidade de Goa complex offering the perfect landscape for local, national and upcoming global events along with high volume MICE. Consumer demand and consumption have grown significantly in last 2 quarters. This trend is now expected to sustain and grow significantly across industry at an estimated annual rate of 5.8% till 2032.

4. ISSUE OF ADDITIONAL EQUITY SHARES

During the year under review, the Company on June 13, 2022 allotted 4,81,927 equity shares of Rs. 10/- each @Rs. 166/- by way of preferential allotment to the Promoters, Mrs. Anju Auduth Timblo and Mr. Auduth M. Timblo on receipt of approval through postal ballot by the equity shareholders and preference shareholders of the Company on May 31, 2022.

5. SHARE CAPITAL:

The paid-up share capital of the Company as on March 31, 2023 stood at Rs. 98,54,56,870/- consisting of 2,85,45,687 equity shares of Rs. 10/- each and 70,00,000 Cumulative, Non-Convertible, Redeemable Preference shares of Rs. 100 each.

6. CAPITAL REDUCTION:

(a) Members of the Company by way of Postal Ballot on May 31, 2022 approved a special resolution under Section 66 of Companies Act, 2013 read with NCLT (Procedure for Reduction of Share Capital) Rules, 2016 for reduction of issued, subscribed and paid-up equity share capital from INR 29,07,08,630/- (Indian Rupees Twenty Nine Crore Seven Lakh Eight Thousand Six Hundred and Thirty Only) consisting of 2,90,70,863/- (Two Crore Ninety Lakh Seventy Thousand Eight Hundred and Sixty Three) Equity shares of Face Value INR 10/- (Indian Rupees Ten only) each to INR 28,54,56,870/- (Indian Rupees Twenty Eight Crore Fifty Four Lakh Fifty Six Thousand Eight Hundred and Seventy Only) consisting of 2,85,45,687/- (Two Crore Eighty Five Lakhs Forty Five Thousand Six Hundred and Eighty Seven) Equity shares of Face Value INR 10/- (Indian Rupees Ten only) each by cancelling and extinguishing in aggregate, 1.81% (One point eighty one percent) of the total issued, subscribed and paid up equity share capital of the Company, comprising of 5,25,176/- (Five Lakh Twenty Five Thousand One Hundred and Seventy Six) equity shares of Face Value INR 10/- (Indian Rupees Ten only) each held by the Non-Promoter shareholders of the Company by paying a consideration of INR 166/- (Indian Rupees One Hundred and Sixty Six) per equity share to such Non-Promoter Shareholders.

(b) The Company had filed a petition with the Honorable National Company Law Tribunal (NCLT), Mumbai Bench on June 28, 2022 for reduction of equity share capital. The Honorable NCLT vide its order dated January 20, 2023 has allowed the petition for reduction of the equity share capital of the Company and the said order was registered by the Registrar of Companies, Goa on March 20, 2023 vide a certificate issued u/s 66(5) of the Companies Act, 2013.

(c) In this regard, the Company had fixed February 15, 2023 as the Record date for the purpose of determining the Non-Promoter Shareholders entitled to receive consideration on reduction of the equity share capital. As on the date of signing this report, the Company has undertaken necessary steps to discharge the consideration after deduction of tax at source, if applicable to the Non-promoter Shareholders and the shares stand cancelled in the books of the Company.

7. DIVIDEND:

In spite of revival of business during the year the Company is setting aside surplus cash generated during the year under review. The Board of Directors decided not to declare any dividend for the financial year 2022-23.

8. TRANSFER TO RESERVES:

The Company does not propose to transfer any amount to reserves during the year.

The Company has appropriated a sum of Rs. 819.28 lakhs towards capital reduction from General Reserves during the year.

9. BORROWINGS:

During the year under review

The long term borrowings of the Company stood at Rs. 47,894 lakhs for the year ended March 31, 2023 as compared to Rs. 50,524 lakhs as at March 31, 2022.

During the year the existing borrowings held by the Company were refinanced by HDFC Bank Limited on September 30, 2022 which enabled the Company to avail term loan at a reduced interest rate. The Companys working capital term loan facility has also been refinanced by HDFC Bank Limited Rs.10,704 lakhs crores under the Emergency Credit Line Guarantee Scheme (ECLGS) 3.0, operational guidelines issued by the National Credit Guarantee Trustee Company Limited (NCGTCL), a wholly owned Trustee Company of Government of India) and also sanctioned additional facility as per the prescribed guidelines.

The Company re-paid Rs. 2,630 lakhs of principal during the FY 2022-23.

Credit Rating :

As on March 31, 2023, Companys credit rating profile stood as under:

Instrument	Credit Rating Agency	As at March 31, 2023
Bank Term Loan (Long - term)	Acuite Ratings & Research Limited	ACUITE BBB

10. CAPITAL EXPENDITURE:

As at March 31, 2023, the gross tangible and intangible assets, including capital work-in-progress stood at Rs. 71,662.87 Lakhs. Depreciation of Rs. 9,807.05 Lakhs is charged up to March 31, 2023. Additions during the year to Property, Plant and Equipment amounted to Rs. 7,024.19 Lakhs and to CWIP amounted to Rs. 443.12 Lakhs and deduction of tangible assets Rs. 3,740.77 Lakhs.

11. INSURANCE:

All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.

12. HOTEL RENOVATION/REFURBISHMENTS:

CIDADE DE GOA

Over the past year, the Company has made significant progress in its phased refurbishment plan. We are proud to announce the successful completion of renovation in the lobby area and 91 guest rooms, which have been thoughtfully designed to cater to the discerning needs of individual and business travelers. In addition to this, we have also upgraded our facilities, including the swimming pool and Pool bar, Taverna Bar, Main porch, and the surrounding landscaping. These enhancements are expected to attract a wider range of guests, from FITs to those seeking larger functions, exhibitions, conferences, and events. We are confident that the synergy between Cidade de Goa and Taj Resort & Convention Centre in Goa will further strengthen our position in the market.

13. EXPANSION

The civil works and interiors for the new five star hotel project site at Aarvli, Sindhudurg, Maharashtra is in advanced stages. The project would consist of around 25 keys and is expected to be operational during FY 2023-24.

14. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted or renewed from public any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (‘the Act) read with the Companies (Acceptance of Deposit) Rules, 2014.

15. PARTICULARS OF LOANS/ADVANCES/INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR

The Company has not given any Loans/Guarantees and not made any Investments during the Financial Year 2022-23, as required under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of the Board and its Powers) Rules, 2014.

16. DEPOSITORY SYSTEM

The Companys Equity shares are not listed on any stock exchange and are being traded on off-market platform. As on March 31, 2023, 2,88,16,207 (99.12%) of the total share capital was held in dematerialized form with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). However, the shares stand cancelled pursuant to registration of the order passed by Honorable NCLT, Mumbai Bench allowing reduction of the equity share capital of the Company held by the Non-Promoter shareholders.

As on the date of this report the Company is in the process of extinguishing the equity shares held in the dematerialized form by the Non-Promoter shareholders as the capital reduction payment is disbursed to the Non-promoter shareholders pursuant to the order of NCLT, Mumbai approving the capital reduction of the Company.

17. STATUTORY AUDITORS:

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Company had appointed Messrs Sudha Suresh Pai & Associates, Chartered Accountants, (ICAI Registration No. 118006W), as the Statutory Auditors of the Company for a period of 5 years commencing from the conclusion of 51^st AGM till the conclusion of 56th AGM.

The Report given by Messrs Sudha Suresh Pai & Associates, Chartered Accountants on the financial statements of the Company for the year 2022-23 is part of the Annual Report. The Auditors Report does not contain any qualification, reservation or adverse remark. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Companies Act, 2013. The Ministry of Corporate Affairs vide its notification dated 7th May 2018, has dispensed with the requirement of ratification of Auditors appointment by the shareholders, every year. Hence, the resolution relating to ratification of Auditors appointment is not included in the Notice of the ensuing Annual General Meeting.

18. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies ( Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors have appointed Mr. Shivaram Bhat, Practising Company Secretary (Certificate of Practice Number: 7853), to undertake the Secretarial Audit of your Company for the financial year 2022-23.

The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks . The Report in Form MR-3 is enclosed as “Annexure D” and forms part of the Boards Report.

19. INTERNAL FINANCIAL CONTROLS

Your Companys internal control systems are commensurate with the nature, size and complexity of its business. Your Company has an effective internal control system for all the major processes to ensure accuracy and reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources.

The Internal control system basically covers the area of Accounting control, internal audit, compliance audit at regular intervals by the Internal Auditor. The Internal Auditors also asseses opportunities for improvement in business processes, systems and controls, provides recommendation, design to add value to the organization and follow up the implementation of corrective actions and improvements in business processes after review by the Audit Committee.

During the financial year under review, no material or serious observations have been received from the Auditors of the Company, citing inefficacy or inadequacy of such controls.

20. INTERNAL AUDITORS

The Board of Directors of the Company have appointed M/s. Ashustosh Kharangate & Co, as Internal Auditors to conduct internal audit of the Companys Hotels for the Financial Year 2022-23 and the Internal Auditors present the observations to the Audit Committee at the meetings held of the Audit Committee every quarter. The Internal Auditors directly report to the Audit Committee of the Board.

21. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of Business of the Company during the year under review.

22. INSURANCE

All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.

23. WEB ADDRESS FOR ANNUAL RETURN AND OTHER POLICIES/DOCUMENTS

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, the draft Annual Return of the Company for the Financial Year ended March 31, 2023 is uploaded on the website of the Company at www.frhl.in The final Annual Return shall be uploaded on the website after the said Return is filed with the Registrar of Companies, Goa.

24. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs):

The Board has a balanced composition with representation of relevant ideas, types of expertise and backgrounds. The Board has an optimal constitution of executive, non- executive and independent directors having an in depth knowledge of the hospitality industry with expertise in their respective areas of specialization.

The Board meets at regular intervals to review the performance of the Company. During the year ended March 31, 2023 Eight board meetings were held i.e. April 21, 2022, May 4, 2022, June 13, 2022, August 12, 2022, September 19, 2022, November 18, 2022, February 6, 2023 and March 6, 2023.

The Annual General Meeting of the Company for F.Y. 2021-2022 was held on September 23, 2022 at 4:00 P.M. at the registered office of the Company.

Attendance at the Board meeting:

Sr. Name of the Director No.	Category of Director	No. of meetings entitled to attend	No. of meetings attended	Attendance of the Director at the AGM
1 Mr. Auduth Timblo* DIN:00181589	Chairman (Promoter & Non-Executive)	8	7	Yes
2 Mrs. Anju Timblo* DIN: 00181722	Managing Director & CEO (Promoter and Executive)	8	7	Yes
3 Mr. Jamshed Delvadavala DIN: 00047470	Independent Director (Non-Executive)	8	8	Yes
4 Mr. Vinayak Padwal DIN: 00198772	Independent Director (Non-Executive)	8	8	Yes
5 Mr. Sujjain Talwar DIN: 01756539	Independent Director (Non-Executive)	8	8	Yes

*Mr. Auduth Timblo and Mrs. Anju Timblo are related to each other. None of the other Directors are related inter-se. Appointments

For the purpose of compliance with Section 152 of the Companies Act, 2013 and for determining the Director liable to retire by rotation, the Board at its meeting held on May 5, 2023, took note of the consent given by Mr. Auduth Timblo, being longest in office, to retire by rotation at the ensuing Annual General Meeting of the Company. Accordingly, the Board noted that Mr. Auduth Timblo, Director and Non-Executive Chairman shall be the Director liable to retire by rotation and being eligible, has offered himself for re-appointment. The Directors recommend re-appointment of Mr. Auduth Timblo.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel (KMP) of your Company are Mrs. Anju Timblo, Managing Director & CEO, Mr. M. A. Hajare, Chief Financial Officer and Mrs. Asmeeta Matondkar, Company Secretary. There has been no change in Key Managerial Personnels during the year.

Board Evaluation

Pursuant to provisions of the Companies Act, 2013 the Board of Directors has carried out Performance Evaluation of Directors individually including the Independent Directors, Board as a whole as well as the evaluation of the working of its Committees namely Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee.

Further, in a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated. The same was discussed in the Board meeting at which the performance of the Board, its Committees and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The Chairman of the Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria approved by the Board. Each Committee and the Board expressed satisfaction on the performance of each Director.

Meeting of Independent Directors

A separate meeting of Independent Directors as required under the Schedule IV of the Companies Act, 2013 was held on March 23, 2023, without presence of Non-Executive & Executive Directors. Such meeting was conducted to review and evaluate

a) the performance of Non-Independent Directors and the Board as a whole, (b) the performance of the Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors and (c) assess the quality, quantity and timeliness of flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors expressed their satisfaction with the performance of Non-Independent Directors and the Board as a whole and the Chairman of the Independent Directors meeting briefed the outcome of the meeting to the Chairman of the Board.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole. PROCESS OF AGENDA CIRCULATION:

A detailed agenda for the meeting of the Board of Directors and its Committees is usually prepared and circulated in electronic form to the Board of Directors.

Board Diversity

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical background.

The Board recognizes the importance of a diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity.

Committees of the Board

Currently, the Board has five committees: the Audit committee, the Nomination and Remuneration committee, the Corporate Social Responsibility committee, the Stakeholders Relationship committee and the Risk Management committee.

25. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 (the Act). Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of Independence as provided in Section 149(6) of the Act along with Rules framed thereunder. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Independent Directors of the Company have confirmed that they have registered names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

26. AUDIT COMMITTEE:

The Board has constituted an Audit Committee of qualified and competent members in compliance with Section 177 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The following Directors were serving on Audit Committee of the Board of Directors as on March 31, 2023:

Mr. Jamshed Delvadavala - Chairman

Mrs. Anju Timblo - Member

Mr. Vinayak Padwal - Member

Mr. Sujjain Talwar - Member

The Statutory Auditors and Internal Auditor are Invitees at the Audit Committee meetings. The Group Chief Financial Officer, Chief Financial Officer, Head of Finance and the General Manager are also invitees at the Audit Committee meetings.

During the financial year 2022- 2023, four Audit Committee meetings were held on April 21, 2022, May 4, 2022, August 12, 2022, November 18, 2022 and March 6, 2023.

Attendance at the Audit Committee Meetings:

Sr. Name of the Director No.	No. of meetings entitled to attend	No. of meetings attended
1. Mr. Jamshed Delvadavala	5	5
2. Mrs. Anju Timblo	5	4
3. Mr. Vinayak Padwal	5	5
4. Mr. Sujjain Talwar	5	4

27. NOMINATION AND REMUNERATION COMMITTEE

The Board has constituted a Nomination & Remuneration Committee as per provisions of Section 178 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014. The following directors were serving on Nomination and Remuneration Committee as on March 31, 2023:

Mr. Vinayak Padwal - Chairman

Mr. Jamshed Delvadavala - Member Mr. Sujjain Talwar - Member

During the financial year 2022-23 a meeting of the Nomination and Remuneration Committee was held on March 23, 2023. Attendance at the Nomination and Remuneration Committee meeting:

Sr. Name of the Director	No. of meetings	No. of meetings
No.	entitled to attend	attended
1. Mr. Vinayak Padwal	1	1
2. Mr. Jamshed Delvadavala	1	1
3. Mr. Sujjain Talwar	1	1

REMUNERATION POLICY

The Company has a Nomination and Remuneration Policy for directors appointment and remuneration and Senior Management

Personnels appointment and remuneration . There has been no change in the policy during F.Y. 2022-23. https://frhl.in/

investor-relat.ion/doc/302_27_new_file_Nominat.ion_and_Remunerat.ion_Policy-1.pdf

The aims and objectives of the remuneration policy are as follows:

a. To formulate a criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (Executive/Non-Executive) and recommend to the Board policies relating to remuneration of directors, KMPs and other employees.

b. To formulate a criteria for evaluation of performance of all the directors on the Board;

c. To devise a policy on Board diversity.

d. The remuneration policy aims to enable the company to attract, retain and motivate highly qualified members at the Managerial level to persue the Companys long term growth.

e. The remuneration policy seeks to enable the company to provide a well-balanced and performance-related compensation package, taking into account industry standards and performance of the Company.

f. The remuneration policy will ensure that remuneration to Directors and Executives involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

28. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility

Policy) Rules, 2014, as amended (CSR Rules), the Company has constituted a Corporate Social Responsibility Committee (CSR

Committee) and has adopted a CSR Policy.

The following directors were serving on CSR Committee as on March 31, 2023:

Mr. Jamshed Delvadavala	- Chairman
Mrs. Anju Timblo	- Member
Mr. Vinayak Padwal	- Member
Mr. Sujjain Talwar	- Member

During the financial year 2022-23 a meeting of the CSR Committee was held on March 6, 2023. Attendance at the CSR Committee meeting:

Sr. Name of the Director No.	No. of meetings entitled to attend	No. of meetings attended
1. Mr. Jamshed Delvadavala	1	1
2. Mrs. Anju Timblo	1	1
3. Mr. Vinayak Padwal	1	1
4. Mr. Sujjain Talwar	1	1

Annual Report on CSR activities is given in Annexure B of this Report. The CSR policy is available on the website of your Company at https://frhl.in/investor-relation/doc/592_27_new_file_CSR_Policy_2021 1_.pdf

29. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board of Directors has constituted Stakeholders Relationship Committee as per provisions of Section 178 of the Companies Act, 2013 to consider and resolve the grievances of security holders of the Company. The following Directors were serving on Stakeholders Relationship Committee as on March 31, 2023 :

Mr. Vinayak Padwal - Chairman

Mrs. Anju Timblo - Member

Mr. Jamshed Delvadavala - Member

During the financial year 2022-23 a meeting of the Stakeholders Relationship Committee was held on March 6, 2023. Attendance at the Stakeholders Relationship Committee meeting:

Sr. Name of the Director	No. of meetings	No. of meetings
No.	entitled to attend	attended
1. Mr. Vinayak Padwal	1	1
2. Mrs. Anju Timblo	1	1
3. Mr. Jamshed Delavadala	1	1

The Company and its Registrar and Share Transfer Agents (RTA) make conscience attempts to ensure expeditious redressal of shareholders grievances. Members can address their requests/grievances to the Company at shareholders@frhl.in and to its RTA investor@bigshareonline.com

The Registrar & Share Transfer Agents of the Company also deal with matters relating to transfers/transmission/transposition/ consolidation/split-off folio/re-materialisation/issue of duplicate share certificates/un-claimed dividend etc.

The Committee and the Board of Directors take note of the above matters taken care of by the RTA at regular intervals.

Members can also contact our RTA at telephone number +91 022 62638200 in this connection.

30. RISKMANAGEMENT:

The Company has in place, risk assessment and mitigation procedures which are periodically reviewed by the Risk Management Committee and the Board of Directors of the Company. These procedures ensure that the Management controls risk through an efficiently defined framework.

The Board has constituted Risk Management Committee. The following directors and Senior Management Personnel were serving on Risk Management Committee as on March 31, 2023:

Mr. Jamshed Delvadavala -	Chairman
Mrs. Anju Timblo -	Member
Mr. Vinayak Padwal -	Member
Mr. Sujjain Talwar -	Member
Mr. M. A. Hajare -	Member

During the financial year 2022-23 a meeting of the Risk Management Committee was held on March 6, 2023. Attendance at the Risk Management Committee meeting:

Sr. Name of the Director / No. Senior Management Employee	No. of meetings entitled to attend	No. of meetings attended
1. Mr. Jamshed Delvadavala	1	1
2. Mrs. Anju Timblo	1	1
3. Mr. Sujjain Talwar	1	1
4. Mr. Vinayak Padwal	1	1
5. Mr. M. A. Hajare	1	LOA

The objective of the Committee is to establish a framework, monitor the risk management plan of the Company and ensure its implementation. To lay down procedures for risk assessment and minimization and to identify, evaluate and mitigate operational, strategic, environmental risks and other risks related to the industry and the specific risks associated with business of the Company.

The roles and responsibilities of the Risk Management Committee includes monitoring and review of risk management plan and reporting the same to the Board of Directors, in addition to any other terms as may be referred by the Board of Directors, from time to time.

The Enterprise Risk Management (ERM) framework of the Company encompasses practice relating to the identification, assessment, monitoring and mitigation of strategic, operational and external environment risks to achieve key business objective. ERM framework at the Company seeks to minimize the adverse impact of risks to our key business objectives and enables the company to leverage market opportunities effectively. The Companys risk management practices seek to sustain and enhance the long-term competitive advantage of the Company.

The Committee reviewed the Companys risk management practices and activities. This includes review of risks to the achievement of key business objectives covering growth, profitability, operational excellence and actions taken to address these risks. The Committee also reviewed the risk related to the Company and discussed priorities of risk mitigation. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. While acknowledging the competitive nature of the business environment, the committee believes that the Companys risk framework, along with risk assessment, monitoring, mitigation and reporting practices, is adequate to effectively manage the foreseeable material risks. The risk framework is also reviewed annually by the Board of Directors of the Company.

There is no risk identified which in the opinion of the Risk management Committee of the Board may threaten the existence of the Company.

31. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Act, and in the preparation of the annual accounts for the year ended on March 31, 2023, and state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 and of the profit/ (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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

32. RELATED PARTY TRANSACTIONS:

The Company does not have any materially significant related party transaction, which may have potential conflict with the interests of the Company at large. All the transactions with related parties are in the ordinary course of business and at arms length basis and have been disclosed separately in the Notes to the Financial Statements. The Related Party Transactions Policy is available on the Companys website www.frhl.in

The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified under Section 133 of the Act.

A detailed statement of such related party transactions entered into pursuant to the approval so granted are placed before the Audit Committee for their review on a quarterly basis. The Form No. AOC-2 is annexed to this Report as “Annexure A.

The Board has in place a policy on related party transactions which is available on the Companys website at https://frhl.in/ investor-relation/doc/505_27_new_file_Related_Party_Transactions_Policy.pdf

33. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism system and has in place a Whistle Blower Policy, a copy of which is available on the Companys website www.frhl.in at the below weblink https://frhl.in/investor-relation/doc/377_27_new_file_ POLICY VIGIL MECHANISM.pdf

The provisions of this policy are in line with the provisions of Section 177 (9) of the Companies Act, 2013. Adequate safeguards have been provided against the victimization of persons who use the vigil mechanism. All persons have been given direct access to the Chairman of the Audit Committee to lodge their grievances. No person has been denied access to the Audit Committee to lodge their grievances.

During the year under review, the Company through the Audit Committee has not received any complaints relating to unethical behaviors, actual or suspected frauds, wrongful practices, malpractices or violation of Companys code of conduct from any employee or directors.

34. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

35. PARTICULARS OF EMPLOYEES:

Information required pursuant to Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company is annexed as Annexure C.

The statements containing particulars of employees as required under section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, is not provided since there were no employees drawing remuneration of more than Rs. 102 lakhs or drawing remuneration of Rs. 8.50 lakhs per month if employed part of the year as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

36. ANTI-SEXUAL HARASSMENT INITIATIVE:

The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment.

All employees are covered under this policy. There were no complaints received during the year.

37. TECHNOLOGY ABSORPTION AND CONSERVATION OF ENERGY:

(A) Technology Absorption:

The Company is in hospitality industry. Its activities do not involve the absorption of technology as envisaged to be furnished pursuant to the Companies (Accounts) Rules, 2014.

During the year, the Company had continued its focus on energy conservation measures that include:

(a) Installation of variable frequency drive for exhaust fans

(b) Water harvesting and use of natural water resources.

(c) Installation of timers for public areas and Back of House areas.

(d) Installation of aerators to reduce water consumption Besides the above, the Company also took various operational measures to reduce energy consumption by

(a) Optimal use of lighting and other equipment,

(b) Regulating of chilled water set points according to the ambient temperature,

(c) Setting bench marks for energy consumption by area

(d) Regulating of hot water boiler setting according to the ambient legislations.

(e) Installation of variable frequency drives at the poolside coffee shop “Cafe Azul”.

(f) Upgradation of STP

(g) Installation of energy efficient Chiller with screw compressor & dual VFD.

(h) Water harvesting by using Bandhara

(i) Installation of conceal tanks for flushing in all the bay wing rooms thus reducing water consumption.

(j) Using of STP treated water for cooling Towers & landscaping. Actions planned for the next year include:

(a) Solar power generation

(b) Replacement of fluorescent lamps by energy efficient LED lamps,

(c) Replacement of old fan coil units

(d) Replacement of motors with energy efficient motors.

(e) Replacement of hot water boilers with heat pumps which will result in saving of diesel cost.

38. FOREIGN EXCHANGE EARNINGS AND OUT GO:

During the Financial Year 2022-23, the foreign exchange earnings of the Company amounted to Rs.1662 lakhs as against Rs. 554 lakhs in the previous year. The expenditure in foreign exchange during the Financial Year 2022-23 was Rs. 39 lakhs compared to Rs. 26 lakhs in the previous year.

39. EMPLOYEES

Relations between the management and the employees were cordial throughout the year. Your Directors are pleased to record their appreciation of the devotion and sense of commitment shown by all the employees in the organization. As on March 31, 2023, the Company has an Organizational strength of 297 employees.

40. DISCLOURE UNDER RULE 8 (5)(VIII) OF COMPANIES (ACCOUNTS) RULES, 2014:

During the year under review, no significant and/or material orders were passed by any regulatory authority or Courts or Tribunals against the Company impacting the Companys going concern status or its operations in the future.

41. TRANSFER OF DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

(A) Transfer of Unclaimed dividend:

The Company is required to transfer the dividend which remains unpaid or unclaimed for a period of seven consecutive years or more, to the credit of the Investor Education and Protection Fund (‘The IEPF). Accordingly an amount of Rs. 1,12,500 /-, being unclaimed dividend for the financial year ended March 31, 2015, was transferred to the Investors Education & Protection Fund (IEPF) established by the Central Government.

(B) Transfer of shares to IEPF:

Pursuant to the provisions of Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit , Transfer and Refund) Rules, 2016 (“IEPF Rules”), 11250 equity shares of INR 10 each (nominal value) held by 66 shareholders were transferred to the Demat Account of Investor Education and Protection Fund during the year 2022-23. The shares transferred to the IEPF Account including all the benefits such as unclaimed dividend , accruing on such shares, if any, can be claimed from the IEPF Authority by following the procedure prescribed under IEPF Rules. The Company had sent individual notice to all the members whose shares were due to be transferred to the IEPF Authority and had also published newspaper advertisement in this regard.

42. COST RECORDS

The Company is not required to maintain cost records in accordance with Section 148 of the Act read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 as the services of the Company are not covered under the said rules.

43. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION, IF ANY, OF THE COMPANY:

There were no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

44. CAUTIONARY STATEMENT

Risks, uncertainties or future actions could differ materially from those exposed in the Directors Report. These statements are relevant on the date of this Report. We have no obligation to update or revise any statements, whether as a result of new information, future developments or otherwise. Therefore, undue reliance should not be placed on these statements.

45. ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from customers, bankers, Operator, suppliers, shareholders, Central and State governments, other statutory authorities and others associated with the Company. Your Directors also wish to place on record their deep sense of appreciation for the excellent contribution made by employees at all levels, during the year under review.

	For and on behalf of the Board of Directors
	Auduth Timblo	Anju Timblo
Place: Vainguinim Beach - Goa	Director & Non Executive Chairman	Managing Director & CEO
Date: May 5, 2023	DIN : 00181589	DIN : 00181722