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Directors Report of Emerald Leisures Ltd.
Mar 31, 2025
Your directors have pleasure in presenting the 91st Annual Report of Emerald Leisures Limited ("ELL"/
"the Company") along with the Audited Financial Statements for the financial year ended March 31, 2025.
FINANCIAL PERFORMANCE OF THE COMPANY: (Rs. In Lakhs)
|
Particulars |
Standalone |
Consolidated |
||
|
F Y 2024-2025 |
F Y 2023-2024 |
F Y 2024-2025 |
F Y 2023-2024 |
|
|
Revenue from Operations |
1500.34 |
1578.84 |
1500.34 |
1578.84 |
|
Other Income |
22.95 |
80.47 |
22.95 |
80.47 |
|
Total Income |
1523.29 |
1659.31 |
1523.30 |
1659.31 |
|
Profit before Dep. & Int. |
(861.31) |
(725.84) |
(861.31) |
(725.84) |
|
Less: Depreciation & Amortization |
218.53 |
247.32 |
218.53 |
247.32 |
|
Profit after Depreciation & Interest and before Tax |
(1079.84) |
(973.17) |
(1079.84) |
(973.17) |
|
Tax Expenses |
0 |
0 |
0 |
0 |
|
Profit/ Loss after Tax from continuing operations |
(1079.84) |
(973.17) |
(1079.84) |
(973.17) |
The company continues to be engaged in the Hospitality and Real Estate business.
The Company has incurred a Net Loss of Rs. 1079.84 lakhs for the year ended 31.03.2025 as compared to
the previous year''s Net Loss of Rs. 973.17 Lakhs. The increase in loss has been 10.96% over previous year''s
loss. However, there are no significant and material events impacting the going concern status and
Company''s operations in future.
OPERATIONS FOR THE PERIOD AND FUTURE OUTLOOK:
(i) OPERATIONS FOR THE PERIOD:
The revenue for the period has come only from the Hospitality Division as the operations for the real
estate division are under active implementation. The operations of the Company for FY 24-25 have been
quite stable and the revival witnessed in the last year post COVID, has more or less sustained. Total
Income for FY2024-25 was Rs.1523.30 Lakhs. The operational costs remained well within control due to
better operational efficiencies. The Company reported net loss of Rs.1079.84 Lakhs for FY 2024-25 as
compared to net loss of Rs.973.17 Lakhs for FY 2023-24. While Company has been fairly successful in
keeping cost under control & make substantial savings in finance cost, licence fees, bad debts and
commission expenses it had to bear higher electricity cost & property taxes. Further, the major setback was
fall in room revenue owing to disruptions caused by geopolitical tensions which resulted in lower footfall
of business travellers and lower demand for rooms due to shifting of weddings and other bigger events to
out of Mumbai destinations.
The Company has made good progress in the direction of establishing its'' real estate division. During this
financial year, the Company has successfully closed the transaction for purchase of plot of land with
building adjacent to its'' existing plot of land on which proposed real estate development is being planned
in order to increase the development potential and more efficient use of the available FSI. The Company
has also ventured into partnership with Gala Group with 51% share in the SPV for undertaking
redevelopment of plot of lands to be acquired in near future. The Company has in total invested Rs.23.42
crores in this division as on 31.03.25.
The Company has successfully managed to meet its financial commitments in spite of challenging
scenario. The company is also looking closely at exploring various business opportunities which will help
the Company to garner more business, strengthen its'' operations & consolidate its'' financial position.
(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, 2025. 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,
2025.
REVENUE:
The Company has earned gross revenue of Rs. 1523.30 lakhs in FY 2024-25 under review as compared to Rs. 1659.31
lakhs in FY 2023-24. The Company has an EBIT of Rs. -1079.84 lakhs as compared to EBIT of Rs. -973.17 lakhs in FY
2023-24 & negative PAT (loss) of Rs.1079.84 lakhs as compared to negative PAT (loss) of Rs.973.17 lakhs in FY 2023-24.
AMOUNTS TRANSFERRED TO RESERVES:
In view of the current year''s 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 2024-2025 except the
re-classification of share capital of the company by way of cancellation of unissued shares of one class and
increase in shares of another class and consequent alteration in Memorandum of Association.
"The Authorised Share Capital of the Company is Rs.68,00,00,000/- (Rupees Sixty-Eight Crore) comprising
of Rs. 180,000,000/- (Rupees Eighteen Crore) divided into 3,60,00,000 (Three Crore Sixty Lacs) Equity
Shares of Rs.5/- (Rupees Five) each and Rs.500,000,000 (Rupees Fifty Crore) divided into 50,00,000 (Fifty
Lacs) Non-Cumulative Redeemable Preference Shares of Rs.100/- (Rupees Hundred) each."
Paid-up Share Capital
The paid-up share capital of the Company was increased from Rs. 2,50,31,000/- to Rs. 7,50,93,000/- by
way of Issue of Rights Shares during the period 2024-25.
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
Your Company has not accepted any deposit within the meaning of provisions of Chapter V of the Act,
read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended March 31, 2025.
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 except transactions provided in annexures 1
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 Board''s 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,
Mr. Jaydeep Vinod Mehta (DIN: 00252474), Executive Director and Ms. Dhwani Mehta (DIN:07105522),
Non-Executive Director of the Company are liable to retire by rotation at the 91st Annual General Meeting
as they are holding office for the longest period and appointment shall be liable to retire by rotation.
Mr. Jaydeep Vinod Mehta and Ms. Dhwani Mehta has confirmed their 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 Mr. Jaydeep Vinod Mehta and Ms. Dhwani Mehta have requisite
qualifications and experience and therefore, your directors recommend that the proposed resolution
relating to the re-appointment Mr. Jaydeep Vinod Mehta and 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. Kapil Purohit, Company Secretary & Compliance Officer
(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
SEBI LODR, where the 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, it''s Committees and individual Directors
continue to function effectively and remains well balanced and diverse with a strong mix of relevant skills,
expertise, and experience.
DIRECTOR''S 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 Company''s Internal Financial Controls were adequate and effective
during the Financial Year 2024-25.
Pursuant to the provisions of Section 134(5) of the Act, the Board of Directors, to the best of their
knowledge and ability, confirm that:
(i) in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable
Accounting Standards had been followed along with proper explanation relating to material
departures;
(ii) for the financial year ended March 31, 2025, such accounting policies as mentioned in the Notes to the
financial statements have been applied consistently and judgments and estimates that are reasonable
and prudent have been made 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 the financial year ended March 31,
2025;
(iii) proper and enough care has been taken 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) the annual financial statements have been prepared on a going concern basis;
(v) proper internal financial controls were followed by the Company and that such internal financial
controls are adequate and were operating effectively; and
(vi) proper systems devised to ensure compliance with the provisions of all applicable laws were in place
and that such systems were adequate and operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO
Considering the nature of the 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, 2014 to be
disclosed relating to the conservation of energy and technology absorption is provided as "ANNEXURE
2" to the Board''s 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.
BOARD''S 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 2024-25, the Board of Directors met eight times and the last Annual General
Meeting was held on 30th September, 2024. The intervening gap between any two meetings was within the
period prescribed by the Companies Act, 2013.
COMMITTEES OF THE BOARD:
Currently, the Board has three committees: Audit Committee, Nomination and Remuneration Committee,
Stakeholder''s Relationship Committee. For the Financial year 2024-2025, 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 |
5 |
|
Nomination and Remuneration Committee |
1 |
|
Stakeholder''s Relationship Committee |
1 |
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 they satisfy the independence criteria required
under Companies Act, 2013 and Code of Ethics issued by Institute of Chartered Accountants of India
The Statutory Auditor''s report to the Members on the standalone and consolidated financial statement for
the year ended March 31, 2025 does not contain any qualification, reservation, adverse remark or any
disclaimer. During the year, there were no instances of fraud reported by the Statutory Auditors as per
Section 143(12) of the Act.
B). SECRETARIAL AUDITOR:
The Company has appointed M/ s. Zankhana Bhansali & Associates, Practicing Company Secretary (FCS
No: 9261) as a Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year
2024-2025, as required under Section 204 of the Companies Act, 2013 and Rules there under.
The Secretarial Audit Report for F.Y.2024-2025 forms part of the Annual Report as "ANNEXURE 3" to the
Board''s Report.
The Auditors'' Report for the Financial Year ended 31st March, 2025 does not contain any qualification or
reservation or adverse remark except mentioned in annexure 3.
Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of
the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Board of Directors have approved and recommended the appointment of M/s. Zankhana
Bhansali & Associates, Peer Reviewed Company Secretary in Practice (FCS No: 9261) as Secretarial
Auditor of the Company, for a term of 5 (Five) consecutive years from the conclusion of ensuing AGM till
the conclusion of 96th (Ninety Six) AGM of the Company to be held in the Year 2030, for approval of the
shareholders at the ensuing AGM of the Company. Brief resume and other details of M/s. Zankhana
Bhansali & Associates, Company Secretary in Practice, are separately provided in the explanatory
statement to the Notice of AGM.
M/s. Zankhana Bhansali & Associates have given their consent to act as Secretarial Auditor of the
Company and confirmed that their aforesaid appointment (if made) would be within the prescribed limits
under the Act & Rules and SEBI Listing Regulations. They have also confirmed that they are not
disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act and SEBI Listing
Regulations.
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 Company''s 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, 2025 in the prescribed format is appended
& uploaded on Company website as link under www.clubemerald.in.
WEB LINK OF ANNUAL RETURN:
The Company is having website i.e. www.clubemerald.in and the annual return of Company has been
published on such website.
https://corporate.clubemerald.in/Draft_Form_MGT-7_Annual_Return_2024_25.pdf
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has designed a proper and adequate internal control system to ensure the following viz. a)
adherence to Company''s policies, b) safeguarding of assets, and c) that transactions are accurate, complete
and properly authorized prior to execution.
COST RECORD:
The provision of Cost audit as per section 148 is not applicable to the Company.
SECRETARIAL STANDARDS:
The Board confirms compliance of the provisions of the Secretarial Standards notified by the Institute of
Company Secretaries of India (ICSI).
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, 2025, there were no
pending cases of anti-harassment in your Company.
MATERIAL CHANGES AFFECTING THE COMPANY:
During the year the Company has issued Rights Shares and as a result there has been a change in the
Company''s capital structure and promoter holdings.
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.
|
Name of Director |
Title |
Remuneration |
Remuneration |
No. of shares |
|
Mr. Jashwant B |
Non-Executive Director |
NIL |
NIL |
8,64,440 |
|
Mr. Nikhil Vinod |
Executive Director and Chief |
NIL |
NA |
46,74,510 |
|
Mr. Rajesh Loya |
Whole Time Director/CFO |
NIL |
NIL |
1,082 |
|
Mr. Jaydeep |
Executive Director |
NIL |
NIL |
46,74,566 |
|
Mr. Maneesh |
Non-Executive Independent |
Rs.4,000/- |
Rs. 4,000 /- |
NIL |
|
Ms. Dhwani |
Non-Executive Women Director |
NIL |
NIL |
NIL |
|
Mr. Gautam Shah |
Non-Executive Independent |
Rs.1,000/- |
Rs. 2,000/- |
NIL |
|
Mr. Amit Shah |
Non-Executive Independent |
Rs.3,000/- |
Rs. 5,000/- |
24,788 |
Remuneration paid to the Key Managerial Personnel of the Company:
|
Remuneration |
Remuneration |
No. of shares |
|||
|
Name of KMP |
Title |
in financial |
in Financial Year |
held in the |
|
|
year 2023-24 |
2024-25 |
Company |
|||
|
Mr. Rajesh Loya |
Whole time Director/ CFO |
NIL |
NIL |
1,082 |
|
|
Mr. Nikhil |
V. |
Executive Director & CEO |
NIL |
NIL |
46,74,510 |
|
Mr. Kapil |
M |
Company Secretary and |
Rs. 3,90,000 |
7,80,000 |
NIL |
During the Financial Year 2024-2025 the Company had an average count of 38 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, 2025 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 Board''s Report should disclose the
responsibility undertaken and committee constituted for the same.
However, your Company has not earned sufficient profits for the financial year 2024-2025 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.in under 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 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS
There are no significant and material orders passed by the Regulators or Courts or Tribunals which would
impact the going concern status of the Company and its future operations.
There is no application/ proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the
year under review. Further, there are no instances of one-time settlement with any Bank or Financial
Institutions.
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 Company 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.
For and on Behalf of Board of Directors,
Emerald Leisures Limited
Sd/- Sd/-
Rajesh M. Loya Nikhil V. Mehta
Whole Time Director& CFO Executive Director& CEO
DIN: 00252470 DIN: 00252482
Date: 06th September, 2025
Place: Mumbai
Mar 31, 2024
The Board of Directors hereby submits the 90th Annual report of the business and operations of the Company together with the audited financial statements for the financial year ended March 31st, 2024.
FINANCIAL PERFORMANCE OF THE COMPANY:
|
Particulars |
F Y 2023-2024 (Rs. In Lakhs) |
F Y 2022-2023 (Rs. In Lakhs) |
|
Revenue from Operation |
1578.84 |
1475.37 |
|
Revenue from other Income |
80.47 |
13.21 |
|
Total Revenue |
1659.31 |
1488.59 |
|
Profit before Dep. & Int. |
(725.84) |
(687.64) |
|
Less: Depreciation & Amortization |
247.32 |
309.35 |
|
Profit after Depreciation & Interest and before Tax |
(973.16) |
(996.99) |
|
Tax Expenses |
0 |
17.21 |
|
Profit/ Loss after Tax from continuing operations |
(973.16) |
(1014.20) |
The company continues to be engaged in Hospitality Business.
The bottom line has shown Loss of Rs. 973.16 lakhs for the year ended 31.03.2024 as compared to the previous year''s Loss of Rs. 1014.20 Lakhs i.e. the Company has decreased the loss from previous years by 4.05%. Further, there are no significant and material events impacting the going concern status and Company''s 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 23-24 has revived & took turn for the better, as business improved consequent to removal of travel restrictions, better mobility and release of pent up demand for domestic tourism. Total Income for FY 23-24 was Rs.16.59 crores, higher than the previous year''s total Income of Rs. 14.89 crores by 11.42%. The increase in revenues was mainly due to healthy increase in business volumes, especially room 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.9.73 crores for FY 23-24 as compared to net loss of Rs.10.14 crores for FY 22-23.
(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, 2024. 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, 2024.
REVENUE:
The Company has earned gross revenue of Rs. 1659.31 lakhs in FY 23-24 under review as compared to Rs. 1488.59 lakhs in FY 22-23. The Company has an EBIT of Rs. -973.16 lakhs as compared to EBIT of Rs. 996.99 lakhs in FY 22-23 & negative PAT (loss) of Rs.973.16 lakhs as compared to negative PAT (loss) of Rs.1014.20 lakhs in FY 22-23.
AMOUNTS TRANSFERRED TO RESERVES:
In view of the current year''s 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 2023-2024. 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, 2024 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 Board''s 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, Mr. Jashwant Bhaichand Mehta (DIN: 00235845), Director of the Company is liable to retire by rotation at the 90th Annual General Meeting as he is holding office for the longest period and his appointment shall be liable to retire by rotation.
Mr. Jashwant Bhaichand Mehta has confirmed his 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 Mr. Jashwant B. Mehta have requisite qualifications and experience and therefore, your Directors recommend that the proposed resolution relating to the re-appointment Mr. Jashwant B. 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. Kapil Purohit, Company Secretary & Compliance Officer (Appointed w.e.f. 1st September, 2023)
(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 SEBI LODR, where the 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, it''s Committees and individual Directors continue to function effectively and remains well balanced and diverse with a strong mix of relevant skills, expertise, and experience.
DIRECTOR''S 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 Company''s Internal Financial Controls were adequate and effective during the Financial Year 2023-24.
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, 2024 and of the profit or loss of the Company for the year ended March 31, 2024;
(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, 2024 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, 2014 to be disclosed relating to the conservation of energy and technology absorption is provided as "ANNEXURE 2" to the Board''s 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.
BOARD''S 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 2023-24, the Board of Directors met Seven times and the last Annual General Meeting held on 28th September, 2023. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.
COMMITTEES OF THE BOARD:
Currently, the Board has three committees: Audit Committee, Nomination and Remuneration Committee, Stakeholder''s Relationship Committee. For the Financial year 2023-2024, 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 |
5 |
|
Nomination and Remuneration Committee |
3 |
|
Stakeholder''s 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 Auditor''s Reports on the Standalone Financial Statements for the financial year ended March 31, 2024 and 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 2023-2024, as required under Section 204 of the Companies Act, 2013 and Rules there under.
The Secretarial Audit Report for F.Y.2023-2024 forms part of the Annual Report as "ANNEXURE 3" to the Board''s Report.
The Auditors'' Report for the Financial Year ended 31st March, 2024 does not contain any qualification or reservation or adverse remark except mentioned in annexure 3.
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 Company''s 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, 2024 in the prescribed format is appended & uploaded as link under www.clubemerald.in as "ANNEXURE 4" to the Board''s report.
WEB LINK OF ANNUAL RETURN:
The Company is having website i.e. www.clubemerald.in and the annual return of Company has been published on such website.
INTERNAL FINANCIAL CONTROL:
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, 2024, 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 Company''s 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 in financial year 2022-2023 |
Remuneration in Financial Year 2023-2024 |
No. of shares held in the Company |
|
Mr. J ashwant B Mehta |
Non-Executive Director |
NIL |
NIL |
8,64,440 |
|
Mr. Chetan Mehta |
Executive Director and Chief Financial Officer (Resigned w.e.f. Sept., 2022) |
NIL |
NA |
8,64,440 |
|
Mr. Rajesh Loya |
Whole Time Director/CFO |
NIL |
NIL |
NIL |
|
Mr. Maneesh Taparia |
Non-Executive Independent Director |
Rs.13,000/-(Sitting fees) |
Rs. 4,000/- |
NIL |
|
Ms. Dhwani Mehta |
Non-Executive Director |
NIL |
NIL |
NIL |
|
Mr. Gautam Shah |
Non-Executive Independent Director |
Rs.8,000/-(Sitting fees) |
Rs.1,000/- |
NIL |
|
Mr. Amit Shah |
Non-Executive Independent Director |
Rs.13,000/-(Sitting fees) |
Rs.3,000/- |
4810 |
|
Mr. Jaydeep Mehta |
Executive Director |
NIL |
NIL |
8,64,450 |
|
Mr. Nikhil V.Mehta |
Executive Director & CEO |
NA |
NIL |
8,64,440 |
|
Remuneration paid to the Key Managerial Personnel''s of the Company: |
||||
|
Name of KMP |
Title |
Remuneration in financial year 2022-23 |
Remuneration in Financial Year 2023-24 |
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 (Resigned w.e.f. Sept., 2022) |
NIL |
NA |
8,64,440 |
|
Ms. Vedashri Chaudhari (Resigned w.e.f. July, 2023) |
Company Secretary and Compliance Officer |
4,80,000 P.A |
1,20,000 |
NIL |
|
Mr. Nikhil V. Mehta |
Executive Director & CEO |
NIL |
NIL |
8,64,440 |
|
Mr. Kapil M Purohit (Appointed w.e.f. Sept. 2023) |
Company Secretary and Compliance Officer |
NA |
3,90,000 |
NIL |
During the Financial Year 2023-2024 the Company had an average count of 34 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, 2024 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 Board''s Report should disclose the responsibility undertaken and committee constituted for the same.
However, your Company has not earned sufficient profits for the financial year 2023-2024 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.in under 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 AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR 31st MARCH, 2024.
There were neither any applications made under the Insolvency and Bankruptcy Code, 2016 nor any proceedings 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. ap teindia. 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.
For and on Behalf of Board of Directors,
Emerald Leisures Limited
Sd/- Sd/-
Rajesh M. Loya Nikhil V. Mehta
Whole Time Director& Executive Director& CEO
CFO DIN: 00252482
DIN: 00252470
Date: 04th September, 2024 Place: Mumbai
Mar 31, 2023
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 Company''s 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 year''s 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 2122. 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 year''s 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 Board''s 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.
DIRECTOR''S 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 Company''s 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 Board''s 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.
BOARD''S 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, Stakeholder''s 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 |
|
Stakeholder''s 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 Auditor''s 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 Board''s 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 Company''s 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 Board''s 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 Company''s 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 Company''s 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 |
Non-Executive Independent Rs.11,000/-
Mr. Gautam Shah p / . Rs.8000/- NIL
Director (Sitting fees)
Mr. Amit Shah Nn-EXeCUtVe Independent R^11''00^- . Rs.13000/- 4810
Director (Sitting fees)
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 Personnel''s of the Company:
|
Name of KMP |
Title |
Remuneration in financial year 2021-22 |
Remuneration in Financial Year 202223 |
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 Board''s 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.
For and on Behalf of Board of Directors,
Emerald Leisures Limited
(Formerly known as "Apte Amalgamations Limited")
Sd/- Sd/-
Mr. Rajesh M. Loya Mr. Nikhil V. Mehta
Director& CFO Director& CEO
DIN: 00252470 DIN: 00252482
Date: 30th May, 2023 Place: Mumbai
Mar 31, 2018
To BOARDSâ REPORT FOR THE FINANCIAL YEAR 2017-2018
The Members,
The Directors have pleasure in presenting their 84flAnnual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2018.
I. FINANCIAL HIGHLIGHTS:
During the year under review, performance of your company as under: (Rupees in Lakhs)
|
PARTICULARS |
Year ended 31st March 2018 |
Year ended 31st March 2017 |
|
Total Income |
1191.47 |
766.16 |
|
Expenses: |
||
|
a) Depreciation |
604.15 |
633.35 |
|
b) Finance Cost |
865.42 |
946.34 |
|
c) others |
1030.46 |
903.35 |
|
Profit/loss Before Exceptional Items and TAX |
(1308.56) |
(1716.87) |
|
Less-Exceptional Items |
- |
- |
|
Less-Provision for Tax |
- |
- |
|
Net Profit/(Loss) |
(1308.56) |
(1716.87) |
II. OPERATIONS FORTHE PERIODAND FUTURE OUTLOOK:
(i) OPERATIONS FORTHE PERIOD:
The Company has been continuously pursuing the activity of development of Sports Complex at the plot of land owned by the Company at Swastik Park, Chembur, Mumbai. We are pleased to inform that the Company has successfully completed, made operational & put to use all the facilities constructed as per approvals received till date. The Company has been getting a fair response to itâsâ facilities and the Company hopes to improve upon the same in times to come. The Management would like to point out that the general business environment has not been all that conducive to the business of the Company during 17-18. Overall the economy as a whole has been passing through a transition phase and people have been grappling with challenges of GST, online business, cost inflation and such other issues. Due to this the growth has been more or less stagnant. Further, there has been a lot of competition in the business segment in which your Company operates and with growing costs there has been tremendous pressure on the bottom line. It is important to understand here that the Company is in a service industry that has a long gestation period and is largely dependent on word of mouth publicity. During the year, there have been lot of operational challenges like implementation of IND-AS, integration of GST etc. which the Company has been successfully tackling to keep the business stable and going at steady pace. With continuous efforts to increase the revenues & bring down the costs, the Company has been successful in improving its topline as well as curtailing the loss for the year.
(ii) FUTUREOUTLOOK:
The Management is pleased to inform that the facilities established by the Company and services provided are slowly getting well recognized and augurs well for the future of the Company. The Company has taken major steps in restructuring of long term finance which shall bring down the interest burden in years to come. The Management wishes to place on record the fact that, the company has not yet received approvals for construction of certain facilities, for which the Company is consistently pursuing with the appropriate authorities. The business of the company is largely dependent on the overall economic growth and general business sentiment prevalent between the people. However, the Management is positive in itsâ outlook and is confident of generating better revenues in the coming Financial Year.
III. DIVIDEND:
The Chairman informed the Board that in view of current year losses and accumulated losses it would be prudent, not to recommend paymentof dividend on Equity Share Capital of the Companyforthe Financial Yearended 31" March, 2018.
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 31s March, 2018.
IV REVENUE:
The Company has earned gross revenue of Rs. 1191.46 lakhs in the year 2017-2018 under review. The Company has a negative EBITDAofRs.1308.55 lakhs & a PAT ofalossofRs.1308.55 lakhs.
V. AMOUNTS TRANSFERRED TO RESERVES:
In view of the current yearâs losses the Board of the Company does not recommend transfer of any amountto reserves.
VI. SHARE CAPITAL:
During the year, your company has issued 40,00,000 unlisted 10% Non-Convertible, Non-Cumulative, NonParticipating, Redeemable Preference Shares (âNCRPSâ) of face value of Rs. 100/- each at par aggregating Rs.40,00,00,000/-on private placement basis. The said shares were issued in accordance with the provisions of Section 42,55 and other applicable provisions, if any, of the Companies Act, 2013 (Act) read with the rules framed under, as may be amended from time to time, and the Articles of the Association of the company and the Regulations/Guidelines.
VII. PARTICULARSOF 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 availablefor inspection during the business hours on all working days.
VIII. FIXED DEPOSITS:
The Company has not accepted anyfixed deposits from the public during the financial yearended March 31,2018.
IX. 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 Regulations23 of SEBI (LODR) Regulations, 2015.
X. 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,Mr. ChetanJashwant Mehta (DIN:-00235911), Director of the Company is liable to retire by rotation at the Eighty Fourth Annual General Meeting as he is holding office for the longest period and her appointment shall be liable to retire by rotation.
Mr. ChetanJashwant Mehta has confirmed his 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 Mr. ChetanJashwant Mehta has requisite qualifications and experience and therefore, your Directors recommend that the proposed resolution relating to the re-appointment Mr. Chetan Jashwant Mehta be passed.
(ii) KEYMANAGERIALPERSONNEL:
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
b) Mr. Chetan J. Mehta, Executive Director-CFO
c) Mr. Nilesh P. Kelkar, Company Secretary & Compliance Officer
*Note: Mr. Nilesh P. Kelkar, Company Secretary, who earlier held the position of Company Secretary, resigned from the services of the Company with effect from 30th June, 2018.
Ms. Sonali K. Gaikwad, has been appointed as the Company Secretary & Compliance Officer of the Company with effect from 02ndJuly, 2018.
(iii) DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR:
All the Independent Directors have given their declarations stating that they meetthe 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 (âthe Listing Regulationsâ). In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and theListing Regulations and are independent of the management.
XI. DIRECTORâS 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 Companyâs Internal Financial Controls were adequate and effective during the Financial Year2017-18.
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, 2018 and of the profit of the Companyfortheyear ended March 31,2018;
(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 yearended March 31,2018 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
XII. 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, 2014 to be disclosed relating to the conservation of energy and technology absorption is provided as âANNEXURE1â to the Boardâs 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.
XIII. BOARDâS DIVERSITYAND 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 Programme 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.
XIV. NUMBEROF MEETINGS OF THE BOARD:
During the financial year 2017-18, the Board of Directors met Ten times as follows: 17th May, 2017, 30thMay, 2017,3rd June, 2017, 30th June, 2017, 14th September, 2017, 24th October, 2017, 8th November, 2017, 14th December, 2017, 7th February, 2018, 14th February, 2018. Further, certain decisions were taken by passing the resolutions by way of circulation and were subsequently noted and taken on record by the Board at its next meeting. Table 1 below gives the attendance record of the Directors atthe Board meetings and the last Annual General Meeting held on 14th August, 2017. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.
|
Name of Directors |
Designation |
No. of Board Meeting attended during 2017-18 |
Attendance of AGM held on 14th August, 2017 |
Number of Committee positions in mandatory committees |
Number of Shares held |
|
|
Member |
Chairman |
|||||
|
Mr. Jashwant Mehta (DIN: 00235845) |
Non- Executive Director |
10 |
Yes |
2,94,720 |
||
|
Mr. Chetan Mehta (DIN: 00235911) |
Executive Director & CFO |
10 |
Yes |
1 |
2,94,720 |
|
|
Mr. Rajesh Loya(1) (DIN: 00252470) |
Whole Time Director |
10 |
Yes |
2 |
1 |
NIL |
|
Mr. Maneesh Taparia (DIN:00267558) |
Non- Executive Independent Director |
10 |
Yes |
1 |
2 |
NIL |
|
Ms. Dhwani Mehta (DIN: 07105522) |
Non- Executive Women Director |
10 |
Yes |
1 |
NIL |
|
|
Mr. Gautam Shah (DIN:00271794) |
Non- Executive Independent Director |
10 |
Yes |
2 |
NIL |
|
|
Mr.AmitShah (DIN: 07306728) |
Non- Executive Independent Director |
10 |
Yes |
2 |
1 |
2405 |
|
Mr. Jaydeep Mehta (DIN: 00252474) |
Executive Director |
10 |
Yes |
2,94,725 |
||
XV. COMMITTEES OF THE BOARD:
Currently, the Board has three committees: Audit Committee, Nomination and Remuneration Committee, Stakeholderâs Relationship Committee. For the Financial year 2017-2018, the below are the details of the Committee, as per the applicable provisions of the Act and Rules:
|
Name of Committee |
Composition of the Committee |
No. of Meetings held |
|
Audit Committee |
Mr. Maneesh Taparia, Chairman Mr.AmitShah Mr. Rajesh Loya |
5 |
|
Nomination and Remuneration Committee |
Mr. Maneesh Taparia, Chairman Mr. Gautam Shah Mr. Chetan Mehta |
4 |
|
Stakeholderâs Relationship Committee |
Mr.AmitShah, Chairman Mr. Rajesh Loya Mr. Gautam Shah |
5 |
|
IPO Committee |
Mr. Rajesh MotilalLoya, Chairman Ms. DhwaniJaydeep Mehta Mr. ManeeshTaparia Mr.AmitShah |
24 |
XVI. AUDITORS
a) STATUTORY AUDITORS:
In accordance with Section 139 of the Companies Act, 2013 and the rules made thereunder, M. S. Mandlecha& Co., Chartered Accountants, (Firm Registration No.: 129037W) has been appointed as the statutory auditor to hold office from the conclusion of the 83rd AGM on August 14,2017 until the conclusion of the 88th AGM in the year 2022, at a remuneration as may be approved by the Board for the 5years.
b) SECRETARIALAUDITOR:
H. B.Upasani& Co., Practicing Company Secretaries, was appointed to conduct the Secretarial Audit of the Company for the Financial Year 2017-18, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.
The secretarial audit report for F.Y. 2017-18 forms part of the Annual Report as âANNEXURE 2â to the Boardâs Report.
The Auditorsâ Report and the Secretarial Audit Report for the Financial Year ended 31" March, 2018 do not contain any qualification or reservation or adverse remark.
XVII. SIGNIFICANTAND MATERIAL ORDERS:
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
The details of the pending cases with various authorities are mentioned in the notes to Financial Statements.
XVIII. EXTRACT OF ANNUAL RETURN:
In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as âANNEXURE 3â to the Boardâs report.
XIX. INTERNALFINANCIALCONTROL:
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 Companyâs 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.
XX. SECRETARIAL STANDARDS
The Ministry of Corporate Affairs notified the Secretarial Standard on Meetings of the Board of Directors (SS -1) and Secretarial Standard on General Meetings (SS-2) effective from July 1,2015. Your Company complies with the same.
Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.
XXI. 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 31,2018, there were no pending cases of anti-harassment in your Company.
XXII. MATERIALCHANGES AFFECTING THECOMPANY:
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 Companyâs Operations in future.
XXIII. 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 in Financial year 2016-2017 |
Remuneration in Financial Year 2017-2018 |
No. of shares held in the Company |
|
Mr. Jashwant Mehta |
Non-Executive Director |
NIL |
NIL |
2,94,720 |
|
Mr. Chetan Mehta |
Executive Director and Chief Financial Officer |
NIL |
NIL |
2,94,720 |
|
Mr. Rajesh Loya |
Whole Time Director |
NIL |
NIL |
NIL |
|
Mr. Maneesh Taparia |
Non-Executive Independent Director |
Rs 4,000 (Sitting fees) |
Rs 10,000 (Sitting fees) |
NIL |
|
Ms. Dhwani Mehta |
Non-Executive Director |
NIL |
NIL |
NIL |
|
Mr. Gautam Shah |
Non-Executive Independent Director |
Rs. 4,000/- (Sitting fees) |
Rs. 10,000/- (Sitting fees) |
NIL |
|
Mr. Amit Shah |
Non-Executive Independent Director |
Rs. 5,000/- (Sitting fees) |
Rs. 10,000/- (Sitting fees) |
2405 |
|
Mr. Jaydeep Mehta |
Additional Executive Director |
Not Applicable |
NIL |
NIL |
Remuneration paid to the Key Managerial Personnelâs of the Company:
|
Name of KMP |
Title |
Remuneration in Financial year 2016-2017 |
Remuneration in Financial Year 2017-2018 |
No. of shares held in the Company |
|
Mr. Rajesh Loya |
Whole time Director |
NIL |
NIL |
NIL |
|
Mr. Chetan Mehta |
Director and Chief Financial Officer |
NIL |
NIL |
2,94,720 |
|
*Mr. Nilesh P. Kelkar |
Company Secretary and Compliance Officer |
35,000 |
4,20,000 p.a. |
NIL |
** Mr. Nilesh P. Kelkar has been appointed as the Company Secretary & Compliance Officer of the Company with effect from0f March,2017.
During the Financial Year 2017-2018 the Company had an average count of 57 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 31"March, 2018 is not applicable to the Company as none of the employee is drawing remuneration more than the limits presently specified under the said rules.
XXIV. CORPORATE SOCIAL RESPONSIBILITY:
Pursuantto Section 135(2) of the Companies Act, 2013 the Boardâs Report should disclose the responsibility undertaken and committee constituted for the same.
However, your Company has not earned sufficient profits for the financial year 2017-2018 and thus does not require complying with the provisions of Corporate Social Responsibility.
XXV. 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.apteindia.comunder 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.
XXVI. 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 reportviolations 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 Company, www.apteindia.com under the heading Policies of Company.
XXVII. GREEN INITIATIVE:
During the financial year 2013-2014, we had started a sustainability initiative with the aim of going green and minimizing our impact on the environment. Like the previous years, this year too, we are publishing the statutory disclosures in the Annual Report. Additionally, the Annual Report for the Financial Year 2017-2018 will also be available on our website, www.apteindia.com
Electronic copies of the Annual Report 2017-2018 and Notice of the 84thAnnual General Meeting are sent to all members whose email addresses are registered with the Company/ Depository Participant(s).
For members who have not registered their email addresses, physical copies of the Annual Report 2017-2018 and the Notice of the 84thAnnual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to the Company.
For and on Behalf of Board of Directors,
Emerald Leisures Limited
(Formerly known as âApte Amalgamations Limitedâ)
Sd/- Sd/-
Mr. Rajesh Loya Mr. Chetan Mehta
Date : 14.08.2018 Whole Time Director Director & CFO
Place: Mumbai DIN: 00252470 DIN: 00235911
Mar 31, 2014
Dear members,
The Directors have pleasure in presenting 80th Annual Report of the
company along with the audited statements of Accounts for the financial
year ended March 31, 2014.
FINANCIAL RESULTS (Rs. in lacs)
PARTICULARS F.Y. 2013-14 F.Y. 2012-13
Total Income (A) 45.78 3.89
Total Expenditure (B) 34.58 18.35
Earnings before tax & (A-B) 11.20 (14.46)
depreciation
Less:
Finance Cost 235.22 140.68
Depreciation & Amortisation 3.46 1.84
Exceptional Items
Profit before lax / Loss (227.48) (156.98)
Less:
Provision for Taxation (Current) -- --
Provision for Taxation (FBT) -- --
Provision for Taxation (Deferred) -- --
Tax relation to prior years -- 7.00
Net Profit / Loss after Taxation (227.48) (163.98)
OPERATIONS FOR THE PERIOD:
The Company has continued pursuing the activity of development of
sports complex on the land owned by the company at Chembur-Mumbai. The
Company has been facing certain hurdles in smooth implementation of the
planned development activity on account of statutory clearances and
interpretation of development rules. However, the company is confident
of receiving all the statutory clearances and is hopeful of completing
the development as planned.
FINANCIAL RESTRUCTURING:
The Company has been regular in servicing of long term debt raised from
banks. The Company is in the process of ironing out and settling
pending old disputed matters. The company is hopeful that with the
completion of the ongoing planned development, the company shall be
well equipped to engage into a permanent business activity which shall
be sustainable on a long term basis and add to shareholders'' value.
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 31.03.2014. The Board arfter discussion on the matter, decided
not to recommend any dividend on Equity Share Capital of the Company
for the financial year ended 31.03.2014.
DIRECTORS
In accordance with the requirement of the provisions of Section -
256(2) of the companies Act, 1956 read with Article No. 160 of the
Article of Association of the Company Mr. Chetan J. Mehta and Mr.
Maneesh Taparia, Directors of the Company retire by rotation at the
forthcoming Annual General Meeting and being eligible have offered
themselves for re- appointment. The Director''s recommend the
reappointment of Mr. Chetan J. Mehta and Mr. Maneesh Taparia.
AUDITORS AND AUDITOR''S REPORT
M/s. P G. Bhagwat, Chartered Accountants, Statutory Auditors, hold
office until the conclusion of the ensuing Annual Genera Meeting is
eligible for re- appointment. The members are requested to consider
their re - appointment for the financial year 2014-15 and authorize the
Board of Directors to fix their remuneration.
The Company has received a certificate from the auditors to the effect
that their re-appointment if made, would be in accor dance with the
provisions of section 224(1B) of the Companies Act, 1956 and that they
are not disqualified for reappointment within the meaning of Section -
226 of the Act.
The notes on accounts, as referred to in the Auditors Report are self
explanatory and a practice consistently followed , and therefore do not
call for any further comments and explanations.
PARTICULARS OF EMPLOYEES AND OTHER INFORMATION PURSUANT TO SECTION
217(2A) AND 217(2AA) OF THE COMPANIES ACT 1956:
The information required under sub-section (2A) of Section 217 of the
Companies Act, 1956 read with Companies (Particu- lars of Employees)
Rules, 1975 duly amended by the Companies (Particulars of Employees)
Rule, 1999 for the year ended 31st March, 2014 is not applicable to the
Company as none of the employee is drawing remuneration more than the
limits presently specified under the said rules.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Considering the nature of activities of the company, the information
required to be disclosed pursuant to the provisions of Section - 217(1)
(e) of the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988
relating to the conservation of energy and technology absorption is not
applicable to the Company. Hence no comment is being made on energy
conservation. 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.
DIRECTOR''S RESPONSIBILITY STATEMENT:
Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
1956, 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) The Directors had 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, 2014 and of the profit of the Company
for the year ended March 31, 2014;
(iii) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) The Directors have prepared the Annual Accounts for the financial
year ended March 31, 2014 on a going concern basis.
SECRETARIAL COMPLIANCE CERTIFICATE
In terms of provision to sub- section (i) of Section 383A of the
Companies Act, 1956, a Secretarial Compliance Certificate from M/s H.
B. Upasani & Co., Company Secretary in practice, for the year ended
March 31, 2014 has been obtained.
FIXED DEPOSIT
The Company has not accepted any fixed deposits from the public during
the financial year ended March 31, 2014. SHARE TRANSFER COMMITTEE
MEETING
Composition: The Share Transfer Committee of the Board comprises of the
following Directors namely, Mr. Rajesh Loya, Mr Chetan Mehta and Mr.
Jashwant B. Mehta. The Chairman of the Committee is Mr. Rajesh Loya.
The Committee had meet 10 times respectively on 06.07.2013, 23.08.2013,
28.10.2013, 23.12.2013, 30.12.2013, 14.03.2014, 07.04.2014, 17.04.2014,
16.06.2014 and 23.06.2014. The Committee had approved 13 transfer deeds
for 3855 shares and rejected 20 transfer deeds for 738 shares. The
committee accepted demat request in NSDL for 26205 equity shares, for
9143 equity shares in CDSL and rejected 23 demat requests.
LISTING & ISIN NUMBER
The Company is listed with Bombay Stock Exchange having scrip code:
507265. The Company has connectivity with NSDL and CDSL and equity
shares of the Company may also be held in the electronic form with any
Depository Participant (DP) with whom the members/investors are having
their depository account. The ISIN No. for the Equity Shares of the
Company is INE044N01013. In case of any query/difficulty in any matter
relating thereto may be addressed to the Registrar and Share Transfer
Agent.
APPRECIATION
The Directors take this opportunity to express their gratitude and
thanks to the esteemed Shareholders, Bankers, Securities and Exchange
Board of India (SEBI), Bombay Stock Exchange (BSE), Central, State and
Local Government Departments and Bodies for there continued support and
cooperation. The Directors place on the record their deep appreciation
to all employees of the company for their strong ethics, excellent
performance, professionalism, solidarity, commitment, dedication and
initiative at all levels which enabled the company to sustain in
today''s challenging environment and is looking forward to their
continued support in the future as well.
By Order of the Board of Directors
Emerald Leisures Limited
(Formerly known as Apte Amalgamations Limited)
Sd/- Sd/-
Place: Mumbai Rajesh Loya Chetan Mehta
Date: May 30 2014 Director Director
Mar 31, 2013
To The Members of Apte Amalgamations Limited
The Directors have pleasure in presenting 79" Annual Report of the
company along with the audited statements of Accounts for the financial
year ended March 31, 2013.
FINANCIAL RESULTS (Rs. in lacs)
PARTICULARS F.Y. F.Y.
2012-13 2011-12
Total Income (A) 3.89 1.08
Total ExpendjIUnr (B) 18.35 15.24
EarninofeMTore tax & depreciation
(AT$5 (14.46) (14.16)
Unance Cost 140.68 108.19
Uepreciation & Amortisation TM 02
txcepttonai items 5
from Before lax / loss (156.95) (2.68)
Less:
Provision for Taxation (Current)
Provision for Taxation (FBT)
Provision for Taxation (Deferred)
Tax relation to prior years 9012
Net Profit / Loss after Taxation (163,98) (152.68)
OPERATIONS FOR THE PERIOD:
The Company has continued pursuing the activity of development of
sports complex on the land owned by the company and subject to
receiving all the statutory clearances is hopeful of carrying out the
development as planned.
FINANCIAL RESTRUCTURING:
The company has successfully managed to raise long term finance from
banks & is hopeful to complete the ongoing devel- . opment of sports
complex project during the financial year subject to receiving
necessary statutory approvals from various authorities. The Company is
in the process of ironing out and settling pending old disputed
matters. The company is hopeful that with the completion of the ongoing
planned development, the company shall be well equipped to engage into
a perma- nent business activity which shall be sustainable on a long
term basis and add to shareholders'' value.
DIVIDEND
The Chairman informed the Board that in view of accumulated losses it
would be prudent, not to recommend payment of dividend on equity share
capital of the Company for the financial year ended 31.03.2013. The
Board after discussion on the matter, decided not to recommend dividend
on Equity Share Capital of the Company for the financial year ended
31.03.2013. DIRECTORS
In accordance with the requirement of the provisions of Section -
256(2) of the companies Act, 1956 read with Article No. 160 of the
Article of Association of the Company Mr. Jashwant Mehta and Mr. Rajesh
Loya, Directors of the Company retire by rotation at the forthcoming
Annual General Meeting and being eligible have offered themselves for
re- appointment. The Director''s recommend the reappointment of Mr.
Jashwant Mehta and Mr. Rajesh Loya
AUDITORS AND AUDITOR''S REPORT
M/s. P. G. Bhagwat, Chartered Accountants, Statutory Auditors, hold
office until the conclusion of the ensuing Annual General Meeting is
eligible for re- appointment. The members are requested to consider
their re - appointment for the financial year 2013-14 and authorize the
Board of Directors to fix their remuneration.
The Company has received a certificate from the auditors to the effect
that their re-appointment if made, would be in accor- dance with the
provisions of section 224(1 B) of the Companies Act, 1956 and that they
are not disqualified for reappointment within the meaning of Section -
226 of the Act.
The notes on accounts, as referred to in the Auditors Report are self
explanatory and a practice consistently followed , and therefore do not
call for any further comments and explanations.
PARTICULARS OF EMPLOYEES AND OTHER INFORMATION PURSUANT TO SECTION
217I2A) AND 217(2AA) OF THE COMPANIES ACT 1956:
The information required under sub-section (2A) of Section 217 of the
Companies Act, 1956 read with Companies (Particu- lars of Employees)
Rules, 1975 duly amended by the Companies (Particulars of Employees)
Rule, 1999 for the year ended 31st March, 2013 is not applicable to the
Company as none of the employee is drawing remuneration more than the
limits presently specified under the said rules.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Considering the nature of activities of the company, the information
required to be disclosed pursuant to the provisions of Section - 217(1)
(e) of the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988
relating to the conservation of energy and technology absorption is not
applicable to the Company. Hence no comment is being made on energy
conservation. 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.
DIRECTOR''S RESPONSIBILITY STATEMENT:
Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
1956, 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; i
(ii) The Directors had selected such accounting policies and applied
them consistently and made judgments and esti- ¦ mates 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, 2013 and of the profit of
the Company for the year ended March 31, 2013; j
(iii) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accor- i dance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; !
(iv) The Directors have prepared the Annual Accounts for the financial
year ended March 31, 2013 on a going concern basis, j
SECRETARIAL COMPLIANCE CERTIFICATE j
In terms of provision to sub- section (i) of Section 383A of the
Companies Act, 1956, a Secretarial Compliance Certificate from i M/s H.
B. Upasani & Co., Company Secretary in practice, for the year ended
March 31, 2013 . |
FIXED DEPOSIT I
'' The Company has not accepted any fixed deposits from the public
during the financial year ended March 31, 2013. ''.
SHARE TRANSFER COMMITTEE MEETING
Composition: The Share Transfer Committee of the Board comprises of the
following Directors namely, Mr. Rajesh Loya, Mr. Chetan Mehta and Mr.
Vaman Apte. The Chairman of the Committee is Mr. Rajesh Loya.
The Committee had meet 11 times respectively on
28.09.2012,31.10.2012,10.11.2012,31.01.2013,11.02.2013,20.02.2013,
11.03.2013, 20.03.2013, 30.03.2013, 10.04.2013 and 18.05.2013. The
Committee had approved 30 transfer deeds for 3000 shares and rejected 8
transfer deeds for 840 shares. The committee accepted demat request in
NSDL for 35745 equity shares, for 5380 equity shares in CDSL and
rejected 4 demat request.
LISTING &ISIN NUMBER
The Company is listed with Bombay Stock Exchange having scrip code:
507265. The Company has connectivity with NSDL and CDSL and equity
shares of the Company may also be held in the electronic form with any
Depository Participant (DP) with whom the members/investors are having
their depository account. The ISIN No. for the Equity Shares of the
Company is INE044N01013. In case of any query/difficulty in any matter
relating thereto may be addressed to the Registrar and Share Transfer
Agent.
APPRECIATION
The Directors take this opportunity to express their gratitude and
thanks to the esteemed Shareholders, Bankers, Securities and Exchange
Board of India (SEBI), Bombay Stock Exchange (BSE), Central, State and
Local Government Departments and Bodies for there continued support and
cooperation. The Directors place on the record their deep appreciation
to all employees of the company for their strong ethics, excellent
performance, professionalism, solidarity, commitment, dedication and
initiative at all levels which enabled the company to sustain in
today''s challenging environment and is looking forward to their
continued support in the future as well.
By Order of the Board of Directors
APTE AMALGAMATIONS LIMITED
Sd/- Sd/-
Place: Mumbai Rajesh Loya Chetan Mehta
Date: May 30, 2013 Director Director
Mar 31, 2012
The Directors have pleasure in presenting 78th Annual Report of the
company along with the audited statements of Accounts for the financial
year ended March 31, 2012.
FINANCIAL, RESULTS (RS. in lacs)
PARITCULARS F.Y F.Y
2011-12 2010-11
Total income 1.08 2.54
Total Expenditure 123.76 187.92
Profit before Tax / Loss (152.68) (185.38)
Less:
Provision for Taxation (Current) - -
Provision for Taxation (FBT) - -
Provision for Taxation (Deferred) - -
Net Profit/Loss after Taxation (152.68) (185.38)
OPERATIONS FOR THE PERIOD:
In view of depressed capital markets & extreme volatility, the company
has paused the business of trading in securities. The Company has
commenced activity of development of sports complex on the land owned
by the company and subject to receiving all the statutory clearances is
hopeful of carrying out the development as planned.
FINANCIAL RESTRUCTURING:
In continuation of its efforts, the management is contemplating various
measures to revive the operations of the Company. The Company is in the
process of ironing out and settling old disputed matters. It is
exploring different avenues of viable business activities and is
hopeful of identifying and commencing the same shortly.
DIVIDEND:
The Chairman informed the Board that in view of accumulated losses it
would be prudent, not to recommend payment of dividend on equity share
capital of the Company for the financial year ended 31.03.2012. The
Board after discussion on the matter, decided not to recommend dividend
on Equity Share Capital of the Company for the financial year ended
31.03.2012.
DIRECTORS
In accordance with the requirement of the provisions of Section256(2)
of the companies Act, 1956 read with Article No. 160 of the Article of
Association of the Company Mr. Chetan Jashwant Mehta and Mr. Maneesh
Taparia, Directors of the Company retire by rotation at the forthcoming
Annual General Meeting and being eligible have offered themselves for
re- appointment. The Director's recommend the reappointment of Mr.
Chetan Jashwant Mehta and Mr. Maneesh Taparia GROUP Pursuant to
intimation from the Promoters, the names of the Promoters and entities
comprising the 'group' are disclosed in the Annual Report for the
purpose of the SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 1997.
AyPHQRSAMDAUDIISR!S.RE-PQRT
M/s. P. 6. Bhagwat, Chartered Accountants, Statutory Auditors, hold
office until the conclusion of the ensuing Annual General Meeting is
eligible for re- appointment. The members are requested to consider
their re - appointment for the financial year 2012- 13 and authorize
the Board of Directors to fix their remuneration.
The Company has received a certificate from the auditors to the effect
that their re-appointment if made, would be in accor- dance with the
provisions of section 224(1 B) of the Companies Act, 1956 and that they
are not disqualified for reappointment within the meaning of Section -
226 of the Act.
The notes on accounts, as referred to in the Auditors Report are self
explanatory and a practice consistently followed , and therefore do not
call for any further comments and explanations.
PARTICULARS OF EMPLOYEES AND OTHER INFORMATION PURSUANT TO SECTION
217(2A) AND 217I2AA) OF THE COMPANIES ACT 1956:
The information required under sub-section (2A) of Section 217 of the
Companies Act, 1956 read with Companies (Particu- lars of Employees)
Rules, 1975 duly amended by the Companies (Particulars of Employees)
Rule, 1999 for the year ended 31st March, 2012 is not applicable to the
Company as none of the employee is drawing remuneration more than the
limits presently specified under the said rules.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Considenng the nature of activities of the company, the information
required to be disclosed pursuant to the provisions of Section - 217(1)
(e) of the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988
relating to the conservation of energy and technology absorption is not
applicable to the Company. Hence no comment is being made on energy
conservation. 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.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
1956, 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) The Directors had selected such accounting policies and applied
them consistently and made judgments and esti- mates 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, 2012 and of the profit of the
Company for the year ended March 31, 2012;
(iii) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accor- dance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) The Directors have prepared the Annual Accounts for the financial
year ended March 31, 2012 on a going ooncem basis.
APPRECIATION
The Directors take this opportunity to express their gratitude and
thanks to the esteemed Shareholders, Bankers, Securities and Exchange
Board of India (SEBI), Bombay Stock Exchange (BSE), Central, State and
Local Government Departments and Bodies for there continued support and
cooperation. The Directors place on the record their deep appreciation
to ail employees of the company for their strong ethics, excellent
performance, professionalism, solidarity, commitment, dedication and
initiative at all levels which enabled the company to sustain in
today's challenging environment arid is looking forward to their
continued support in the future as well.
By Order of the Board of Directors
Date 31st May 2012 APTE AMALGAMATIONS LIMITED
Place: Mumbai
Sd /-
Director
Mar 31, 2010
The Directors have pleasure in presenting 76th Annual Report of the
company along with the audited statements of Accounts for the financial
year ended March 31,2010.
Financial Results , (Rs. in lacs)
F.Y. F.Y.
PARTICULARS 2009-10 2008-O9
Total Income 1028.32 77.96
Total Expenditure 282.01 117.41
Profit before Tax and Depreciation 746.51 (39.14)
Less:
Depreciation_ O.20 0.32
Net Profit before Taxation_ 746.31 (39.45)
Less:
Provision for Taxation
(Current) (130.00 -
Provision for Taxation (FBT) (0.48) (0.20)
Provision for Taxation (Deferred) (4.04) 21.25
Net Profit after Taxation 618.05 (18.40)
OPERATIONS FOR THE PERIOD:
The company undertook the business of trading in securities and renting
out of the property.
FINANCIAL RESTRUCTURING:
During the year the company has by way of slum sale hived off its
undertaking and activities at Sakharwadi pursuant to the approval of
the members of the company via postal ballot. The management is
contemplating various other measures to revive the operations of the
Company.
INCOME TAX & SALES TAX:
Income Tax assessments are completed upto the Assessment Year 2007-08,
i.e. financial year ended 31" March 2007. There is no demand, interest,
penalty against any of the completed assessments.
Sales Tax assessments are completed and there are no demands pending
for completed assessments.
DIVIDEND
The Board discussed the matter relating to recommending dividend on the
Equity Share Capital of the Company. The Chairman informed the Board
that in view of accumulated losses and considering the necessity of
conserving financial resources for future growth and expan- sion of the
Company, it would be prudent, not to recommend payment of dividend on
equity share capital of the Company for the financial year ended
31.03.2010. The Board after discussion on the matter, decided not to
recommend dividend on Equity Share Capital of the Company for the
financial year ended 31.03.2010.
LISTING ON BSE
The shares of the company are listed on the Bombay Stock Exchange
Limited (Scrip code - 507265). BSE had suspended the trading in the
shares of the company with effect from 10th September. 2001. The
company has now complied with Listing Agreement and all the relevant
submissions were made to BSE for revocation of suspension of trading of
the equity shares. BSE has revoked the suspension of trading of shares
w.e.f. 25th May, 2010.
The company has not demated the shares as it is not meeting the
rietworth criteria prescribed by NSDL and CDSL for dematerialisation &
will continue to accept all the physical shares certificates tendered
for transfer through RTA.
REGISTRAR AND SHARE TRANSFER AGENTS
The Company has appointed
Sharex Dynamic (India) Private Limited .
(Registered office- 17/B, Dena Bank Building,
2nd floor, Horniman Circle, Fort, Mumbai 400 001.
Tel:022-2270 2485/22641376
Fax: 22641349 Email - sharexindia@vsnl.com)
as shares transfer agents of the Company from January 27, 2010. Members
are requested to write to them in future for any matters pertaining to
transfers / transmission/ loss of shares / issue of Duplicate Share
Certificates as well as change of address or any other matters
connected with the same.
DIRECTORS
In accordance with the requirement of the provisions of Section -
256(2) of the companies Act, 1956 read with Article No. 160 of the
Article of Association of the Company Mr. Madhav Apte and Mr. Vaman
Apte, Directors of the Company retire by rotation at the forthcoming
Annual General Meeting and being eligible have offered themselves tor
re- appointment. The Directors recommend the reappointment of Mr.
Madhav Apte and Mr. Vaman Apte.
Pursuant to the provisions of Section - 260 of the Companies Act, read
with Article -139, Mr. Jashwant B. Mehta, Mr. Chetan Mehta, Mr. Rajesh
Loya and Mr. Maneesh Taparia were appointed as additional Directors of
the Company with effect from August 12,2010. They hold office upto the
date of the forthcoming Annual General Meeting. Your company has
received notice in writing from members proposing their candidature for
the office of Director.
A brief resume and other details, for each of the above Directors
seeking appointment are given in the notice of the forth coming Annual
General Meeting. Further, the required resolutions for appointment of
the above Directors at the forth coming Annual General Meeting are
included in the notice convening the Annual General Meeting.
Mrs. Janhavi Apte Kothari resigned as a director of the Company from
August 12,2010. The Board of Directors places on record its sincere
appreciation for the valuable service rendered by Mrs. Janhavi Apte
Kothari during her tenure as a Director of the Company.
Mr. V.K.Sant, Wholetime Finance Director & Company Secretary has
resigned from April 12,2010. The Board of Directors places on record
its sincere appreciation for the valuable service rendered by Mr.
V.K.Sant during his tenure as a Finance Director of the Company.
AUDITORS AND AUDITORS REPORT
M/s. P.G.Bhagwat, Chartered Accountants, Statutory Auditors, hold
office until the conclusion of the ensuing Annual General Meeting is
eligible for re- appointment. The members are requested to consider
their re - appointment for the financial year 2010-11 and authorize the
Board of Directors to fix their remuneration.
The Company has received a certificate from the auditors to the effect
that their re-appointment if made, would be in accordance with the
provisions of section 224(1 B) of the Companies Act, 1956 and that they
are not disqualified for reappointment within the meaning of Section
-226 of the Act.
The notes on accounts, as referred to in the Auditors Report are self
explanatory and a practice consistently followed, and therefore do not
call for any further comments and explanations.
PARTICULARS OF EMPLOYEES AND OTHER INFORMATION PURSUANT TO SECTION
217(2A) AND 217(2AA) OF THE COMPA- NIES ACT 1956:
The information required under sub-section (2A) of Section 217 of the
Companies Act, 1956 read with Companies (Particulars of Employ- ees)
Rules, 1975 duly amended by the Companies (Particulars of Employees)
Rule, 1999 for the year ended 31st March,2010 is not applicable to the
Company as none of the employee is drawing remuneration more than the
limits presently specified under the said rules.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Considering the nature of activities of the company, the information
required to be disclosed pursuant to the provisions of Section - 217(1)
(e) of the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988
relating to the conservation of energy and technology absorption is not
applicable to the Company. Hence no comment is being made on energy
conservation. There is no foreign technology involved/ absorbed.
During the year under review, the company has niether earned any
foreign exchange nor incurred any expenditure in Foreign exchange.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
1956, 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) The Directors had 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 31,2010 and of the profit of the Company for
the year ended March 31,2010;
(iii) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other -
irregularities;
(iv) The Directors have prepared the Annual Accounts for the financial
year ended March 31,2010 on a going concern basis.
CORPORATE SOCIAL RESPONSIBILITY
As a part of our Corporate Social Responsibility our Policy is to
support activities, which do not have any religious or political
afflictions. Our Company encourages employees to actively participate
in and drive such programs. We also support initiatives by our
employees and their family members in rural India.
Apte regards Corporate Social Responsibility (CSR) as an investment in
society and in its own future. Our goal as a responsible corporate
citizen is to create social capital.
Apte wants to build its future on sustainable profit based on sound
business ethics and respect for its stakeholders and be a good
corporate
APTE AMALGAMATIONS LIMITED
citizen. For only by acting with professionalism and integrity, we will
be able to maintain our stakeholders trust and preserve our
reputation. Our Business Principles prescribe the corporate values we
pursue and the responsibilities we have towards society and the
environment we act with integrity, we are open and clear, we respect
each other and we are socially and environmentally responsible.
APPRECIATION
The Directors take this opportunity to express their gratitude and
thanks to the esteemed Shareholders, Bankers, Securities and Exchange
Board of India (SEBI), Bombay Stock Exchange (BSE), Central, State and
Local Government Departments and Bodies for there continued support and
cooperation. The Directors place on the record their deep appreciation
to all employees of the company for their strong ethics, excellent
performance, professionalism, solidarity, commitment, dedication and
initiative at all levels which enabled the company to sustain in
todays challenging environment and is looking forward to their
continued support in the future as well.
On behalf of the Board of Directors
Place: Mumbai Vaman MadhavApte
Date : August 12, 2010 Chairman
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