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Ras Resorts and Apart Hotels Ltd.

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Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2008 2007

Director’s Report

Dear members, The Directors have pleasure in presenting the Thirty First Annual Report together with the Statement of Accounts for the year ended on March 31, 2015 FINANCIAL RESULTS: 2014-15 2013-14 Revenue from operations 76,408,889 69,927,723 Other Income 914,418 529,647 Total Revenue 77,323,307 70,457,370 Less: Depreciation 4,990,340 3,676,139 Interest 47,86,954 41,39,738 PROFIT BEFORE TAX 436,390 (3,243,728) PROFIT BEFORE TAX Less: Provision for Taxation Current Tax - - Deferred Tax (3,37,076) (9,32,147) Tax for earlier Years (13,39,624) 27,580 PROFIT AFTER TAX 21,13,090 (2,339,161) Surplus brought forward 1,32,33,089 11,564,90 from Previous Year (With a view to conserve the resources, there was no transfer of profits made to General Reserve) DIVIDEND The Board of directors do not recommend any dividend during the financial year 2014-2015 in view of the meager profit. OPERATIONS/STATE OF COMPANY''S AFFAIRS The company has completed the twenty sixth year of operations. During the year under review, income from operations was Rs. 77,323,307 compared to Rs. 70,457,370 in the previous year. The working results of the Company shows a net profit of Rs. 2,113,090 as against the net loss of Rs.23, 39, 161 during the corresponding previous year. The Company is constructing a large banquet hall facility of 12000 sq ft at an approximate cost of 300 lakhs at its resort in Silvassa for the purpose of weddings and conferences. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR: There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. NUMBER OF MEETINGS OF BOARD OF DIRECTORS 5 (Five) meetings of the Board of Directors were held during the year. DIRECTORS AND KEY MANAGERIAL PERSONNEL Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Shri. Pravin Vepari (DIN : 00216303), Shri. Ameet Hariani (DIN: 00087866) and Shri. Vijay Ranjan (DIN: 02346190) were appointed as Independent Directors at the last Annual General Meeting of the Company which was held on September 11, 2014. Shri. Gautam Shewakramani (DIN : 00021181), Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Shri. Rahul Shewakramani (DIN: 00021195) was appointed as an Additional Director of the Company with effect from May 29, 2015. Shri Rahul Shewakramani is one of the promoters of the Company. He is an MBA from MIT Salon School of Management and has experience of e- Commerce at Amazon Company UK Limited, Banking (Royal Bank Canada) and Think Tank (Gateway House). The resolution seeking approval of the Members for the appointment of Shri. Rahul Shewakramani has been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief detail about him. The Company has received notice under Section 160 of the Act along with the requisite deposit proposing his appointment. During the year Company appointed Shri. Vishamber Shewakramani, Managing Director also as Chief Financial Officer with effect from 31st January, 2015 as required under the provisions of Section 203 of the Act. DECLARATION FROM INDEPENDENT DIRECTORS Shri.Pravin Vepari., Shri. Ameet Hariani and Shri. Vijay Ranjan, who are independent directors, have submitted declarations that each of them meets the criteria of independence as provided in sub Section (6) of Section 149 of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required. AUDIT COMMITTEE OF BOARD OF DIRECTORS The Audit committee of the Board of directors of the Company consists of the following members 1. Shri. Pravin Vepari 2. Shri. Ameet Hariani 3. Shri. Vijay Ranjan 4. Smt. Nalini Shewakramani Four meetings of the Committee were held during the financial year. VIGIL MECHANISM The Company has formulated and published a Whistle Blower Policy to provide a mechanism (Vigil Mechanism) for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177 (9) of the Act. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director/ Chairman of the Audit Committee in exceptional cases. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS The Remuneration Policy for directors and senior management and the Criteria for selection of candidates for appointment as directors, independent directors, senior management as adopted by the Board of Directors are placed on the website of the Company and are annexed as Annexure I & II to this report. DIRECTORS'' RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: (i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; (ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; (iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) they have prepared the annual accounts on a going concern basis; (v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; (vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. ADEQUACY OF INTERNAL FINANCIAL CONTROLS The Company has proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives: * Providing assurance regarding the effectiveness and efficiency of operations * Efficient use and safeguarding of resources * Compliance with policies, procedures and applicable laws and regulations and * Transactions being accurately reported and recorded timely The Company has budgetary control system to monitor expenditures and operations against budgets on an ongoing basis. The internal auditor also regularly reviews the adequacy of internal financial control system. DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES The Company does not have any subsidiary/ joint ventures/ associates. EXTRACT OF ANNUAL RETURN As provided under sub Section (3) of Section 92 of the Act, the extract of annual return is enclosed, which forms part of the directors'' report as Annexure III. AUDITORS M/s. Dayal and Lohia, Chartered Accountants, the Auditors of the company who would retire at the ensuing Annual General Meeting offer themselves for reappointment. M/s. Dayal and Lohia, Chartered Accountants, the existing auditors have furnished a certificate, confirming that if reappointed for the financial year 2015-2016 their reappointment will be in accordance with Section 139 read with section 141 of the Companies Act, 2013. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh Parekh & Associates, Practising Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year 2014-2015. The Secretarial Auditors'' Report is annexed as Annexure IV. AUDITORS'' REPORT AND SECRETARIAL AUDITORS'' REPORT The auditors'' report does not contain any qualifications, reservations or adverse remarks in their report. As regards observations of Secretarial Auditors in their report, your directors have to state that the company is in the process of identifying and appointing a competent and suitable Company Secretary. Meanwhile, the company has engaged the professional services of Practising Company Secretaries to take care of due compliances of the provisions of the Act. The company has been compliant of all the provisions of the act and rules framed thereunder. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows: (A) CONSERVATION OF ENERGY: During the year, the Company continued to make efforts to prevent wasteful electrical consumption. Solar Water Heating System has been extended and this has helped in saving of energy cost. (B) TECHNOLOGY ABSORPTION: The Company does not need any technology for its existing business. (C) FOREIGN EXCHANGE EARNINGS AND OUTGO: The Company has earned Rs. 2.71 lakhs by way of foreign exchange earnings from foreign tourists and the outgo of foreign exchange was NIL. PARTICULARS OF EMPLOYEES Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees are annexed as Annexure V. DEPOSITS FROM PUBLIC The Company has not accepted any deposits from public. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY There are no significant or material orders passed by any regulator or court that would impact the going concern status of the Company and its future operations. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. RISK MANAGEMENT POLICY The Board of Directors of the Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. RELATED PARTY TRANSACTIONS Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure VI. BOARD EVALUATION The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act. EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS An annual evaluation of the Board own performance, Board committees and individual directors was carried out pursuant to the provisions of the Act in the following manner: Sr. Perfor- Perfor- Criteria No. mance mance evaluation evaluation of performed by 1. Each Nomination Attendance, Contribution to Individual and Remu- the Board and committee directors neration meetings like preparedness Committee on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of executive directors etc. 2. Independ- Entire Board Attendance, Contribution to ent direc- of Directors the Board and committee tors; excluding meetings like preparedness the director on the issues to be who is being discussed, meaningful and evaluated constructive contribution and guidance provided, etc. 3. Board, and All directors Board composition and its commit- structure; effectiveness tees of Board processes, information and functioning, performance of specific duties and obligations, timely flow of information etc. The assessment of committees based on the terms of reference of the committees. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. CORPORATE GOVERNANCE REPORT As per Sebi circular no .CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 the revised clause 49 is not mandatory to the Company. ACKNOWLEDGEMENT Your Directors convey their gratitude to the Allahabad Bank and every official of the administration of Dadra And Nagar Haveli and Daman and Diu for their continued assistance and support. The Directors also wish to place on record their appreciation of the hard work put in by the staff, both at Silvassa and Mumbai. The Directors express gratitude to Company''s Customers and Vendors. The Directors are also grateful to you, the Shareholders for the confidence you continue to repose in the Company. For and on behalf of the Board Mumbai PRAVIN VEPARI July 25, 2015 Chairman

Director’s Report