Ras Resorts & Apart Hotels Ltd Directors Report.

[Pursuant to Section 134 of the Companies Act, 2013]

To

The Members

RAS RESORTS AND APART HOTELS LTD.

The Directors have pleasure in presenting the Thirty-Sixth Annual Report together with the Audited Financial Statements for the financial year ended on March 31,2020.

FINANCIAL RESULTS

(Amount in

Particulars 2019-20 2018-19
Revenue from operations 8,89,78,942 9,16,98,023
Other Income 43,52,783 9,75,714
Total Income 9,33,31,725 9,26,73,737
Less:
Depreciation 53,97,541 44,73,480
Finance Costs 58,11,943 54,30,456
Other Expense 8,17,56,195 7,62,93,801
Profit/(loss) before tax 3,66,046 64,76,000
Less: Provision for Taxation
Current Tax 60,000 7,98,000
Deferred Tax (6,66,211) 16,77,318
Tax for earlier Years 88,060 (3,69,996)
Profit/(Loss) After Tax For The Year 8,84,199 43,70,677

TRANSFER TO RESERVES

There was no transfer of profits made to General Reserve.

OPERATIONS/STATE OF COMPANYS AFFAIRS

The Company has completed Thirty-one years of operations. During the year under review, the total income was Rs 9,33,31,725/- compared to Rs 9,26,73,737/- in the previous year. The working result of the Company shows a Net Profit of Rs 8,44,199/- as against the Net Profit of 43,70,677/- during the corresponding previous year.

IMPACT OF COVID

In the month of March 2020, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity. For the Company, the focus immediately shifted to ensuring the health and well-being of all employees, and on minimizing disruption to services for all our customers.

The material impact of COVID-19 (Corona Virus Disease 2019) on the company has been negligible income from the operations of the hotel of the company since mid March 2020 onwards.

DIVIDEND

In view to conserve the resources the Board of Directors does not recommend any dividend for the financial year 2019-20.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

There have been no material changes and commitments, 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 the report.

DIRECTORS AND KMP Director:

Shri Rahul Shewakramani (DIN:00021195), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Company Secretary

Ms. Pooja Anand resigned as Company Secretary and Compliance Officer of the Company w.e.f November 14, 2019 and Ms. Binita Patel was appointed as Company Secretary and Compliance Officer of the Company w.e.f November 15, 2019.

DECLARATION FROM INDEPENDENT DIRECTORS

Independent directors have submitted declarations as required under section 149(7) of the Act that each of them meets the criteria of independence as provided in sub Section (6) of Section 149 of the Act as amended from time to time and there has been no change in the circumstances which may affect their status as independent directors during the year, in the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

a. Board of Directors:

The Board of Directors of the Company met 4 (Four) times during the year to deliberate on various matters i,e on May 03, 2019, August 14, 2019, November 09, 2019 and February 08, 2020,

The details of meetings attended by the Directors are as follows:

Sr. No Name No. of Board Meetings attended
1, Shri Pravin Vepari 4
2, Shri Ameet Hariani 3
3, Shri Vijay Ranjan 4
4, Smt, Nalini Shewakramani 2
5, Shri Gautam Shewakramani 3
6, Shri Rahul Shewakramani 2
7. Shri Vishamber Shewakramani 4

b. Audit Committee:

Members of the Audit Committee met 4 (Four) times during the year i,e, May 03, 2019, August 14, 2019, November 09, 2019 and February 08, 2020,

The details of meetings attended by the members are as follows:

Sr. No Name No. of Meetings attended
1, Shri, Pravin Vepari 4
2, Shri, Ameet Hariani 3
3, Shri, Vijay Ranjan 4
4, Shri, Gautam Shewakramani 3

c. Nomination and Remuneration Committee:

Members of the Nomination and Remuneration Committee met 2 (Two) times during the year i,e, on November 09, 2019 and February 08, 2020,

The details of meetings attended by the members are as follows:

Sr. No Name No. of Meetings attended
1, Shri, Pravin Vepari 2
2, Shri, Ameet Hariani 2
3, Shri, Vijay Ranjan 2
4, Shri, Rahul Shewakramani 2

d. Stakeholders Relationship Committee:

Members of the Stakeholders Relationship Committee met 2 (Two) times during the year i,e, on May 03, 2019 and August 14, 2019,

The details of meetings attended by the members are as follows:

Sr. No Composition No. of Meetings attended
1, Shri, Pravin Vepari 2
2, Smt, Nalini Shewakramani 2
3, Shri, Gautam Shewakramani 2

e. Share Transfer Committee :

Members of the Share Transfer Committee met 3 (Three) times during the year i.e. on April 30, 2019, November 09, 2019, and November 13, 2019,

The details of meetings attended by the members are as follows:

Sr. No Composition No. of Meetings attended
1, Shri, Pravin Vepari 1
2, Smt, Nalini Shewakramani 3
3, Shri, Rahul Shewakramani 3

VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. A Vigil (Whistle Blower) Mechanism formulated by the Company provides a channel to the employees and Directors

to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or Policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director/Chairman of the Audit Committee in exceptional cases. The revised policy is placed on the website of the Company which includes provisions enabling employees to report instances of leak of unpublished price sensitive information as per SEBI (Prohibition of Insider Trading) Regulations, 2015 and in view of recent amendments to the SEBI (Prohibition of Insider Trading) 2015 by SEBI (Prohibition of Insider Trading) (Amendments) Regulations, 2018. Web link : http://www.rrahl.com/rrahlpolicies.htm.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for Directors and Senior Management and the criteria for selection of candidates for appointment as Directors, Independent Directors and Senior Management are placed on the website of the Company.

Web link: http://www.rrahl.com/rrahlpolicies.htm.

There has been no change in the policy since the last fiscal year.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual accounts on a going concern basis;

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

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:

• Providing assurance regarding the effectiveness and efficiency of operations;

• Efficient use and safeguarding of resources;

• Compliance with policies, procedures and applicable laws and regulations;

• Transactions being accurately reported and recorded timely.

The Company has budgetary control system to monitor expenditures and operations against budgets on an ongoing basis. The internal auditors also regularly review the adequacy of internal financial control system.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company does not have any subsidiaries/ joint ventures/ associates.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form MGT- 9 pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management & Administration) Rules, 2014 and forming part of the Boards Report is annexed hereto as "Annexure I".

The same is available on www.rrahl.com/ financialinformation.htm.

AUDITORS

As per the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Khandelwal and Mehta LLP, Chartered Accountants were appointed as Statutory Auditors of the Company for a period of five years from the conclusion of the Thirty- Third Annual General Meeting till the conclusion of the Thirty-Eighth Annual General Meeting to be held in the year 2022.

The Statutory Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Statutory Auditors of your Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh & Associates, Practising Company Secretaries were appointed as the Secretarial Auditors for auditing the secretarial records of the Company for the financial year 20192020. The Secretarial Audit Report in Form MR-3 is annexed to this report as "Annexure II".

DISCLOSURE

The Company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

The statutory auditors report for the financial year 2019-20 and secretarial audit report for the year 2019-20 does not contain any qualifications, reservations, adverse remarks in their report.

The Company has been compliant of all the regulations of the concerned authorities and the provisions of the act and rules framed thereunder.

COST AUDITORS

The provisions of section 148 are not applicable to the Company and accordingly the maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the companies act, 2013, is not required by the Company.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows;

a. Conservation of energy:

During the year, the Company continued to make efforts to prevent wasteful electrical consumption. Solar Water Heating System has been extended and this has helped in saving of energy cost.

b. Technology absorption:

The Company does not need any technology for its existing business.

c. Foreign exchange earnings and outgo:

The Company has earned Rs 36.34 lakhs by way of foreign exchange earnings from foreign tourists. There was no outgo of foreign exchange during the year under review.

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees are annexed as "Annexure IN".

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in the Annexure forming part of this Report. In terms of the proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Any member interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

No significant or material orders were passed by any regulator or court that would impact the going concern status of the Company and its future operations,

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments pursuant to the provisions of the Section 186 of the Companies Act, 2013.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a Risk Management Policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

In the current year the Company has carried out a risk assessment to ascertain any potential COVID-19 related risks, As of now, it does not foresee any disruption in raw material supplies nor any incremental risk to recoverability of assets (inventories, investments, receivables, etc.) given the measures being taken to mitigate the risks, There is also no impact on internal financial controls due to the COVID 19 situation. However, as the situation is uncertain and constantly evolving, the Company intends to reassess its position periodically. Please read that statements has been given in Notes to financial statements for the year ended 31st March 2020.

RELATED Party TRANSACTIONS

Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as "Annexure IV",

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Boards own performance, its Committees and Individual

Directors was carried out pursuant to the provisions of the Act in the following manner:

Sr. No. Performance evaluation of Performance evaluation performed by Criteria
1, Each Individual Directors Nomination and Remuneration Committee Attendance, Contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of Executive Directors etc.
2, Independent Directors Entire Board of Directors excluding the Director who is being evaluated Attendance, Contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and guidance provided etc.
3, Board, and its Committees All Directors Board composition and structure; effectiveness of Board processes, information and functioning, fulfilment of key responsibilities, performance of specific duties and obligations, timely flow of information etc.
The assessment of Committees based on the terms of reference of the committees and effectiveness of the meetings,

In a meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company after taking into account the views of Executive Directors and Non-Executive Directors, was evaluated.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under, All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has not received any complaint on Sexual harassement,

LISTING FEES

The Company has paid the listing fees to BSE Limited for the year 2020-21,

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and in view of recent amendments to the SEBI (Prohibition of Insider Trading) 2015 by SEBI (Prohibition of Insider Trading)(Amendment) Regulations, 2018, the Policy on Determination of Legitimate purpose and the Policy on inquiry in case of leak or suspected leak of UPSI are adopted by the Company and are made available on the Website of our Company.

Web link: www.rrahl.com/rrahlpolicies.htm.

MANAGEMENTS DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements Discussion and Analysis is set out in this Annual Report as annexed in "Annexure V".

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Corporate Governance is not mandatory to the Company.

ACKNOWLEDGEMENT

Your Directors convey their deep sense of gratitude to Allahabad Bank and every Official of the administration of Dadra and Nagar Haveli and Daman and Diu for their continued assistance and support and look forward to their continued assistance in future. The Directors wish to place on record sincere appreciation for excellent support received from the Banks and financial institutions during the Financial Year under review. Your Directors also express their warm appreciation to all employees for their contribution to your Companys performance and for their superior levels of competence, dedication and commitment to your Company, both at Silvassa and Mumbai. The Directors express gratitude to Companys Customers and Vendors. The Directors are also grateful to you, the Shareholders for the confidence you continue to repose in the Company.

For and on behalf of the Board

Place : Mumbai PRAVIN VEPARI
Date : August 08, 2020 Chairman