To, The Shareholders,
Your Directors have great pleasure in presenting the Thirty Sixth (36th)
Annual Report, together with the Audited Financial Statements of the Company for the
financial year ended March 31, 2023.
CORPORATE RESTRUCTURING:
A. Change in Promoter and appointment of new Board
Eco Hotels UK Plc has come out with an open offer during FY 2022-23 in which many
shareholders including erstwhile promoter shareholders have sold their shares to Eco
Hotels UK Plc. Pursuant to closure of open offer Eco Hotels UK Plc holds 66.43%.
Pursuant to change in promoter, new Board was constituted in the month of November 2022
where highly qualified and professional were onboard in our board.
B. Acquisition of target company in Hospitality Sector through share swap
The Company has planned to acquire an existing company named Eco Hotels India Private
Limited. This company has been into the hotel industry for more than 10 years. In order to
acquire Eco Hotels India Private Limited, scheme of allotment of shares on preferential
basis (share swap basis) was prepared.
Board has approved proposed scheme of preferential allotment of shares (share swap) on
20th January 2023 wherein on the basis of valuation by an approved registered
valuer, shares of Eco Hotels and Resorts Limited was agreed to be allotted to the
shareholders of Eco Hotels India Private Limited in ratio of 1:1 which means one share in
Eco Hotels India Private Limited has got one share in Eco Hotels and Resorts Limited. Out
of total outstanding fully paid shares amounted to INR 15,26,26,080, 45 shareholders
holding fully paid shares amounted to INR 13,47,01,080 were opted for share swaps and
accordingly the proposed scheme was approved by Shareholders in the Extra Ordinary General
Meeting held on 20th February, 2023 and accepted the consents received from
these 45 shareholders.
Required approvals from BSE were obtained and accordingly 1,34,70,108 shares of Eco
Hotels and Resorts Limited were allotted to 45 shareholders. Eco Hotels India Private
Limited has transferred shares from those shareholders to Eco Hotels and Resorts Limited
on 22nd April 2023. Therefore, Eco Hotels India Private Limited became a
subsidiary company of Eco Hotels and Resorts Limited w.e.f. 22nd April 2023.
C. Change in main object and change in name of the company to reflect current
operations
Main object of the Company was changed to services and business related to Hotel
Industry and accordingly
Memorandum of Association was amended by obtaining shareholder's approval in the EGM
dated 20th February 2023. Simultaneously new name of the Company was proposed
and approved by Board and also by members from Sharad Fibres & Yarn Processors Limited
to "Eco Hotels and Resorts Limited".
After completion of all the corporate restructuring, now the company is poised towards
writing an upward journey and to establish itself as a leading brand in the Hotel industry
with its following ethos:
World's first net zero brand
Economical and Ecological
Vegetarian and Vegan
3 P's People, Planet and Profit
FINANCIAL HIGHLIGHTS:
The audited financial statements of the Company as on March 31, 2023 are prepared in
accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") and provisions of the Companies
Act, 2013 ("Act"). Key financial highlights are given below:
|
|
(Amount in Rs. ) |
Particulars |
As on March 31, 2023 |
As on March 31, 2022 |
Revenue from Operations |
- |
16,58,680 |
Other Income |
77,758 |
3,07,578 |
Total Revenue |
77,758 |
19,66,258 |
Total Expenses |
1,87,69,301 |
59,68,443 |
Profit / (Loss) before tax |
(1,86,91,544) |
(40,02,185) |
Tax Expense: |
|
|
|
- |
- |
Current tax expense for current Year |
|
|
|
- |
- |
Deferred tax |
|
|
|
|
(1,72,311) |
Tax expense for Earlier Years |
|
|
|
(1,86,91,544) |
(41,74,496) |
Profit / (Loss) after tax |
|
|
Earning per Equity Share |
|
|
|
-4.28 |
-0.96 |
Basic |
|
|
|
-4.28 |
-0.96 |
Diluted |
|
|
OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:
Your Company earned a Total Income of Rs. 77,758/- as compared to Rs. 19,66,258/- in
the previous Year. The total expenditure incurred during the Year under review was Rs.
1,87,69,301/- as compared to Rs. 59,68,440/- in the previous Year. The Net Loss for
the year is Rs. 1,86,91,544 /- as against the Profit earned of Rs. (41,74,496)/-
in the previous Year.
DIVIDEND:
During the year under review, the Board does not propose any dividend for the year
ended March 31, 2023.
TRANSFER TO RESERVES:
During the financial year, the Board does not propose to transfer any amount to general
reserves.
SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES:
As on March 31, 2023, the Company does not have any subsidiaries, joint ventures &
associate companies.
CAPITAL STRUCTURE OF THE COMPANY:
Authorized Share Capital:
The Authorized Share Capital of the Company as on March 31, 2023 was Rs. 30,00,00,000/-
(Rupees Thirty Crores Only) divided into divided into 2,70,00,000 (Two Crores Seventy
Lakhs) Equity Shares of Rs. 10/- each and 30,00,000 (Thirty Lakhs) Preference Shares of
Rs. 10/- each .
On account of preferential allotment of shares and other corporate action, the
Authorized Share Capital of the Company as on March 31, 2023 is increased to Rs.
30,00,00,000/- (Rupees Thirty Crores Only) divided into 2,70,00,000 (Two Crores Seventy
Lakh) Equity Shares of Rs. 10/- each and 30,00,000 (Thirty Lakhs) Preference Shares of Rs.
10/- each.
Issued, Subscribed & Paid-up share Capital:
During February 2023 and March 2023, preferential allotment of shares (under share swap
basis) were allotted however, forms could not be filed on ROC portal due to in-operability
of the portal. Considering these pending form filing the Paid Up Equity Share Capital of
the Company as on March 31, 2023 stands at Rs. 17,83,65,080/- (Rupees Seventy Crores
Eighty Three Lakhs Sixty Five Thousand and Eighty) divided into 1,78,36,508 (One Crores
Seventy Eight Lakhs Thirty Six Thousand Five Hundred and Eight) Equity Shares having face
value of Rs. 10/- each fully paid up.
During the financial year, Company has allotted 1,34,70,108 Equity Shares pursuant to
share swap schemes to the Shareholders of Eco Hotels India Private Limited on March 18,
2023.
The Company in its Extra Ordinary General Meeting held on February 20, 2023 has
approved the issue of sweat equity shares to Mr. Vinod Tripathi, Chairman and Executive
Director of the Company, Mr. Abhijeet Umathe, Executive Director and CEO of the Company
and Mr. Vikram Doshi, CFO of the Company. These sweat equity shares are not yet allotted.
During the year under review, the Company has not issued any shares with differential
voting rights nor granted any stock options.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
i) COMPOSITION:
The Board of Directors consists of Five (5) Directors comprising of Two (2) Executive
Director, One (1) Non-Executive and Two (2) Independent Directors as on March 31, 2023.
The composition of the Board is in conformity with the Companies Act, 2013 and Listing
Regulations enjoining specified combination of Executive and Non-Executive Directors.
In the opinion of the Board, both the Independent Directors possess requisite
qualifications, experience, expertise and hold high standards of integrity for the purpose
of Rule 8(5)(iii)(a) of the Companies (Accounts) Rules, 2014.
ii) APPOINTMENTS
(a) The Board at its meeting held on November 09, 2022, based on the recommendation of
Nomination and Remuneration Committee approved the Appointment of Mr. Vinod Kumar Tripathi
(DIN: 00798632) as Executive Director and Chairman of the Company, for a period of 5
(Five) Years w.e.f. November 10, 2022 which was approved by shareholders in the EGM dated
February 20, 2023.
(b) The Board at its meeting held on November 09, 2022, based on the recommendation of
Nomination and Remuneration Committee approved the Appointment of Mr. Abhijeet Umathe
(DIN: 07752416) as an Executive Director and CEO of the Company, for a period of 5 (Five)
Years w.e.f. November 10, 2022 which was approved by shareholders in the EGM dated
February 20, 2023.
(c) The Board at its meeting held on November 09, 2022, based on the recommendation of
Nomination and Remuneration Committee approved the Appointment of Mr. Suchit Punnose (Din:
02184524) as an Additional Non-Executive Director of the Company, which was approved by
shareholders in the EGM held on February 20, 2023.
(d) The Board at its meeting held on November 09, 2022, based on the recommendation of
Nomination and Remuneration Committee approved the Appointment of Mr. Parag Mehta (DIN:
00714674) as an Independent Director of the Company, for a period of 5 (Five) Years w.e.f.
November 10, 2022 to November 09, 2027, which was approved by shareholders in the EGM held
on February 20, 2023.
(e) The Board at its meeting held on November 09, 2022, based on the recommendation of
Nomination and Remuneration Committee approved the Appointment of Mrs. Indira Bhargava
(DIN: 02368301) as an Independent Woman Director of the Company, for a period of 5 (Five)
Years w.e.f. November 10, 2022 to November 09, 2027, which was approved by shareholders in
the EGM held on February 20, 2023.
(f) The Board at its meeting held on December 23, 2022, based on the recommendation of
Nomination and Remuneration Committee approved the Appointment of Mr. Bharat Bhushan
Mithal (DIN: 01451033) as an Independent Director of the Company, for a period of 5 (Five)
Years w.e.f. December 23, 2022 to December 22, 2027, subject to shareholder's approval.
Further, he has resigned from the company w.e.f. January 12, 2023 due to conflict of
interest.
iii) RESIGNATIONS
1. Ms. Jyoti Nankani (DIN: 07145004) Chairman and Managing Director of the Company has
been resigned from the Company w.e.f. 10th November 2022.
2. Mr. Unni Krishnan Nair (DIN: 01159376) has resigned from the post of Independent
Director of the Company w.e.f. 23rd December 2022.
3. Mr. Surendra Bahadur Singh (DIN:06521001) has resigned from the post of Independent
Director of the Company w.e.f. 10th November 2022
4. Mr. Bharat Bhushan Mithal (DIN: 01451033) has resigned from the post of Independent
Director of the Company w.e.f. 12th January 2023.
5. After the financial year, Mr. Abhijeet Umathe has resigned from the post of Director
and CEO w.e.f. May 14, 2023.
KEY MANAGERIAL PERSONNEL:
The following persons were the Key Managerial Personnel of the Company in accordance
with the provisions of Section 2(51) read with Section 203 of the Act:
Name of the person |
Designation |
|
|
1. Mr. Vinod Kumar Tripathi |
Chairman and Wholetime Director |
2. Mr. Abhijeet Umathe* |
Chief Executive Officer |
3. Mr. Vikram Doshi |
Chief Financial Officer |
4. Ms. Namita Rathore** |
Company Secretary & Compliance Officer |
|
(upto 30.05.2023) |
5. Mr. Sameer Desai*** |
Company Secretary & Compliance Officer |
|
(w.e.f. 01.06.2023) |
* Mr. Abhijeet Umathe resigned from KMP and Board on 14th May 2023. ** Ms.
Namita Rathore resigned from CS & CO post w.e.f. 30th May 2023 *** Mr.
Sameer Desai was appointed as CS & CO w.e.f. 1st June, 2023.
DECLARATION BY INDEPENDENT DIRECTORS:
All the Independent Directors of the Company have given declarations that they meet the
criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of The SEBI
(Listing Obligation and Disclosure Requirements) Regulation, 2015 ("Listing
Regulations"). In the opinion of the
Board, the Independent Directors, fulfill the conditions of independence specified in
Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations.
All Independent Directors have affirmed compliance to the code of conduct for
independent directors as prescribed in Schedule IV to the Companies Act, 2013.
MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors of your Company met 9 (Nine) times during the Year on April 22,
2022, August 12, 2022, August 30, 2022, November 09, 2022, November 18, 2022, December 01,
2022, December 23, 2022, January 20, 2023 and February 20, 2023 and the gap between two
meetings was in compliance with the provisions of the Companies Act, 2013 and SEBI Listing
Regulations.
The necessary quorum was present for all the meetings.
The Attendance of the Directors of the Company at the Board meetings is as under:
Name of the Director |
Category |
No. of Meetings Entitle to Attend |
No. of Meetings attended |
Attendance at the AGM held on September 30, 2022 |
Ms. Jyoti Nankani |
Chairperson and |
4 |
4 |
Yes |
(DIN: 07145004) |
Managing Director |
|
|
|
|
(Cessation |
|
|
|
|
w.e.f. 10/11/2022) |
|
|
|
Mr. Unni Krishnan Nair |
Independent Director |
6 |
4 |
Yes |
(DIN: 00798632) |
(Cessation |
|
|
|
|
w.e.f. 23/12/2022) |
|
|
|
Mr. Surendra Bahadur |
Independent Director |
4 |
4 |
Yes |
Singh |
(Cessation |
|
|
|
(DIN: 06521001) |
w.e.f. 10/11/2022) |
|
|
|
Mr. Vinod Kumar |
Chairman and |
5 |
5 |
N.A. |
Tripathi |
Executive Director |
|
|
|
(DIN: 00798632) |
(Appointment |
|
|
|
|
w.e.f. 10/11/2022) |
|
|
|
Mr. Suchit Punnose |
Non-Executive Director |
5 |
4 |
N.A. |
(DIN: 02184524) |
(Appointment w.e.f. |
|
|
|
|
10/11/2022) |
|
|
|
Mr. Abhijeet Umathe |
Executive Director and |
5 |
5 |
N.A. |
(DIN: 07752416) |
CEO |
|
|
|
|
(Appointment w.e.f |
|
|
|
|
10/11/2022) |
|
|
|
Ms. Indira Bhargava |
Independent Director |
5 |
5 |
N.A. |
(DIN: 02368301) |
(Appointment w.e.f. |
|
|
|
|
10/11/2022) |
|
|
|
Mr. Parag V. Mehta |
Independent Director |
5 |
4 |
N.A. |
(DIN: 00714674) |
(Appointment |
|
|
|
|
w.e.f. 10/11/2022) |
|
|
|
Mr. Bharat B. Mithal |
Independent Director |
1 |
1 |
N.A. |
DIN: 01451033) |
(Appointment |
|
|
|
|
w.e.f. 23/12/2022 |
|
|
|
COMMITTEES OF THE BOARD:
The Board has following Committees: 1. Audit Committee; 2. Nomination &
Remuneration Committee; 3. Stakeholders Relationship Committee;
The Composition of various committees and compliances, as per the applicable provisions
of the Companies Act, 2013 and the Rules thereunder and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 are as follows:
AUDIT COMMITTEE:
The Audit Committee of the Company is constituted in accordance with the section 177 of
the Companies Act, 2013 and Regulation 18 of SEBI Listing Regulations. and comprises of
three qualified members (i.e., 2 Non-Executive Independent Directors and 1 Non-Executive
Director).
All the members have financial and accounting knowledge.
The Audit Committee acts in accordance with the terms of reference specified from time
to time by the Board.
The Committee met Four (5) times during the year on April 22, 2022, August 12, 2022,
November 09, 2022, November 18, 2022 and February 20, 2023 and the gap between two
meetings was in compliance with the Companies Act, 2013 and SEBI Listing Regulations. .
The necessary quorum was present for all the meetings.
The composition of the Audit Committee and the details of meetings attended by its
members are given below:
Name of the Director |
Category |
No. of Meetings Entitle to Attend |
No. of Meetings attended |
Ms. Jyoti Nankani |
Member - Managing Director |
3 |
3 |
(DIN: 07145004) |
Cessation w.e.f. 10/11/2022. |
|
|
Mr. Unni Krishnan Nair |
Chairperson - Independent |
3 |
3 |
(DIN: 01159376) |
Director Cessation w.e.f. |
|
|
|
23/12/2022. |
|
|
Mr. Surendra Bahadur |
Member - Independent Director |
3 |
3 |
Singh |
Cessation w.e.f. 10/11/2022. |
|
|
(DIN: 06521001) |
|
|
|
Ms. Indira Bhargava |
Chairperson - Independent |
2 |
2 |
(DIN: 02368301) |
Director (Appointment w.e.f. |
|
|
|
10/11/2022) |
|
|
Mr. Parag Vinod Mehta |
Member - Independent Director |
2 |
1 |
(DIN: 00714674) |
(Appointment w.e.f. |
|
|
|
10/11/2022) |
|
|
Mr. Suchit Punnose |
Member - Non-Executive |
2 |
2 |
(DIN: 02184524) |
Director (Appointment w.e.f. |
|
|
|
10/11/2022) |
|
|
NOMINATION AND REMUNERATION COMMITTEE:
Name of the Members |
Category |
No. of Meetings Entitled to Attend |
No. of Meetings
Attended |
Mr. Unnikrishnan Nair |
Chairperson Independent |
2 |
2 |
(DIN: 01159376) |
Director Cessation |
|
|
|
w.e.f. 10/11/2022. |
|
|
Mr. Surendra |
Independent Director |
2 |
2 |
Bahadur Singh |
Cessation |
|
|
(DIN: 06521001) |
w.e.f. 10/11/2022. |
|
|
Ms. Jyoti Nankani |
Managing Director |
2 |
2 |
(DIN: 07145004) |
Cessation |
|
|
|
w.e.f. 10/11/2022. |
|
|
Ms. Indira Bhargava |
Member - Independent |
3 |
3 |
(DIN: 02368301) |
Director Appointment |
|
|
|
w.e.f. 10/11/2022) |
|
|
Mr. Parag Vinod Mehta |
Chairperson - Independent |
3 |
2 |
(DIN: 00714674) |
Director Appointment |
|
|
|
w.e.f. 10/11/2022) |
|
|
Mr. Suchit Punnose |
Member - Non-Executive |
3 |
2 |
(DIN: 02184524) |
Director |
|
|
|
Appointment w.e.f. |
|
|
|
10/11/2022) |
|
|
|
|
|
|
The Nomination and Remuneration Committee of the Company is constituted in accordance
Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulations. The
Committee comprises Three (3) qualified members (i.e., Two (2) Independent Directors and
One (1) Non-Executive Director)
The role of the committee has been defined as per section 178(3) of the Companies Act,
2013 and SEBI Listing Regulations.
The Committee met Five (5) times during the year on August 30, 2022, November 09, 2022,
November 18, 2022, December 23, 2022 and January 20, 2023. The necessary quorum was
present at the meeting.
The composition of the Nomination and Remuneration Committee and the details of
meetings attended by its members are given below:
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of the Company is constituted in accordance
with Regulation 20 of SEBI Listing Regulations and Section 178 of the Companies Act, 2013.
The role and functions of the Stakeholders Relationship Committee are the effective
redressal of grievances of shareholders, debenture holders and other security holders
including complaints related to transfer of shares, non-receipt of balance sheet,
non-receipt of declared dividends. The Committee overviews the steps to be taken for
further value addition in the quality of service to the investors.
The Company has designated the e-mail ID: investor.relations@ecohotels.in exclusively
for the purpose of registering complaint by investors electronically. This e-mail ID is
displayed on the Company's website i.e. www.sharadfibres.co.in
The following table shows the nature of complaints received from the shareholders
during the years 2022-2023.
Nature of Complaints |
Received |
Pending |
Disposed |
1 Non receipt of Annual Report |
- |
- |
- |
. |
|
|
|
2 Non-Receipt of Share Certificates after |
- |
- |
- |
. transfer |
|
|
|
3 Non-Receipt of Demat Rejected S/C's |
- |
- |
- |
. |
|
|
|
4 Others |
01 |
0 |
01 |
. |
|
|
|
Total |
01 |
0 |
01 |
There were no complaints pending as on March 31, 2023.
The Committee met One (1) time during the year on November 18, 2022. The necessary
quorum was present at the meeting.
The composition of the Stakeholders Relationship Committee and the details of meetings
attended by its members are given below
Name of the Members |
Category |
Stakeholder Relationship Committee Meetings Dates (2022-2023)
November 18, 2022 |
No. of Meetings entitled to Attend |
No. of Meeting s Attende d |
Mr. Parag Mehta |
Chairperso |
Yes |
1 |
0 |
|
n |
|
|
|
|
Independe |
|
|
|
|
nt Director |
|
|
|
Ms. Indira |
Independe |
Yes |
1 |
1 |
Bhargava |
nt Director |
|
|
|
|
- Member |
|
|
|
Mr. Vinod |
Executive |
Yes |
1 |
1 |
Kumar Tripathi |
Director - |
|
|
|
|
Member |
|
|
|
INDEPENDENT DIRECTORS MEETING:
As stipulated by the Code of Independent Directors under Schedule IV of the Companies
Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Independent Directors of the Company shall hold at least one meeting in a year
without the presence of Non-Independent Directors and members of the management. All the
independent Directors shall strive to be present at such meeting.
The independent Directors in their meeting shall, inter alia-
(a) review the performance of non-independent Directors and the Board of Directors as a
whole;
(b) review the performance of the chairperson of the listed entity, taking into account
the views of executive Directors and non-executive Directors; (c) assess the quality,
quantity and timeliness of flow of information between the management of the listed entity
and the Board of Directors that is necessary for the Board of Directors to effectively and
reasonably perform their duties.
Independent Directors met 1 (one) time during the year on March 30, 2023 and the
meeting was attended by both the Independent Directors.
None of the Non-Executive Independent Directors hold Equity Shares of the Company in
their own name.
PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the
Company has implemented a system of evaluating performance of the Board of Directors and
of its Committees and individual Directors on the basis of evaluation criteria suggested
by the Nomination and Remuneration Committee and the SEBI Listing Regulations.
Accordingly, the Board has carried out an evaluation of its performance after taking into
consideration various performance related aspects of the Board's functioning, composition
of the Board and its Committees, culture, execution and performance of specific duties,
remuneration, obligations and governance. The performance evaluation of the Board as a
whole, Chairperson and Non-Independent Directors was also carried out by the Independent
Directors in their meeting held on March 30, 2023.
Similarly, the performance of various committees, individual Independent and
Non-Independent Directors was evaluated by the entire Board of Directors (excluding the
Director being evaluated) on various parameters like engagement, analysis, decision
making, communication and interest of stakeholders.
The Board of Directors expressed its satisfaction with the performance of the Board,
its committees and individual Directors.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year under review, the Company has not given any loans, or made investments
or provided guarantees or securities, hence the provisions of Section 186 of the Companies
Act, 2013 were not attracted during the financial year.
ANNUAL RETURN:
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the company
has placed a copy of the Annual Return as at March 31, 2023 on its website at
www.sharadfibres.co.in.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Act, with respect to Directors responsibility statement
it is hereby confirmed that:
i. that in the preparation of the Annual Accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures, if any;
ii. that 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 at the end of the Financial Year and of
the profit and loss of the Company for that period; iii. the Directors had taken proper
and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of this Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities; iv. the Directors had prepared the annual
accounts on a going concern basis; v. the Directors, had laid down internal financial
controls to be followed by the Company and that such internal financial controls are
adequate and were operating effectively. vi. the Directors had devised proper systems to
ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
PUBLIC DEPOSITS:
Your Company has not accepted any deposits from the public within the meaning the
meaning of Chapter V of the Act and as such, no amount of principal or interest was
outstanding as on the balance sheet date.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act, 2013 read with the Rules made
thereunder, in respect of Corporate Social Responsibility were not applicable to your
Company for the Financial Year 2022-2023.
RELATED PARTY TRANSACTIONS:
Your Company has formulated a policy on related party transactions. This policy deals
with the review and approval of related party transactions. The Board of Directors of the
Company has approved the criteria for making the omnibus approval by the Audit Committee
within the overall framework of the policy on related party transactions.
Prior omnibus approval is obtained for related party transactions which are of
repetitive nature and entered in the ordinary course of business and on an arm's length
basis. All related party transactions are placed before the
Audit Committee for review and approval.
During the year under review, your Company has not entered into material related party
transactions i.e. transactions exceeding ten percent of the annual turnover as per the
last audited financial statements. Particulars of contracts of arrangements with Related
Parties referred to in Sub-Section (1) of Section 188 read with Rule 8(2) of the
(Companies Accounts) Rules, 2014 read with Section 134(3)(h) are not applicable to the
Company, therefore Form AOC 2 is not applicable to the Company.
AUDITORS:
STATUTORY AUDITOR
M/s. J.H. Bhandari & Co., Chartered Accountants, Mumbai (Firm Registration No.
138960W) were appointed as the Statutory Auditors of the Company at the 31st
Annual General Meeting (AGM) held in 2018 until the conclusion of the 36th Annual
General Meeting (AGM) to be held in 2023. Accordingly M/s. J.H. Bhandari & Co., will
be completing their term of five (5) years at the conclusion of the forthcoming Annual
General Meeting.
The Report given by M/s. J.H. Bhandari & Co., Chartered Accountants, on the
financial statements of the Company for the financial year 2022-2023 is a part of the
Annual Report. There has been no qualification, reservation or adverse remark or
disclaimer in their Report.
The company is proposing to appoint M/s. Girish Sethia (ICAI Registration No. 044607),
Chartered Accountants, as Statutory Auditors for a period of five (2) years commencing
from the conclusion of the 36th Annual General Meeting till the conclusion of
the 38th Annual General Meeting.
M/s. Girish Sethia, have consented to the said appointment, and confirmed that their
appointment, if made, would be within the limits mentioned under Section 141(3)(g) of the
Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014. Further, they have
confirmed that they hold a valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India (ICAI).
The Audit Committee and the Board of Directors recommend the appointment of M/s. Girish
Sethia, Chartered Accountants as Statutory Auditors of the company from the conclusion of
the 36th Annual General Meeting till the conclusion of the 38th
Annual General Meeting.
INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014, the Board on recommendation of the Audit Committee has
appointed Ms. Jyoti Panjwani , as the internal auditor of the Company for the Financial
Year 2023-2024.
SECRETARIAL AUDITOR
The Secretarial Audit was carried out by M/s. GMJ & Associates, Company Secretaries
for the Financial Year 2022-2023. The Report given by the Secretarial Auditors is annexed
as Annexure B' to this Report. The report does not contain any qualification,
reservation and adverse remark or declaimer.
In terms of Section 204 of the Act, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the
Board of Directors have appointed M/s. GMJ & Associates, Company Secretaries as the
Secretarial Auditors of the Company in relation to the financial year ending March 31,
2024. The Company has received their written consent that the appointment is in accordance
with the applicable provisions of the Act and rules framed there under.
COST AUDIT AND COST RECORDS:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rules
made thereunder, Cost Audit and maintenance of Cost records and audit is not applicable to
the Company for the financial year 2022-2023.
CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with the applicable
laws, rules and regulations and highest standards of business ethics. In recognition
thereof, the Board of Directors has implemented a Code of Conduct for adherence by the
Directors, Senior Management Personnel and Employees of the Company. This will help in
dealing with ethical issues and also foster a culture of accountability and integrity.
All the Board Members and Senior Management Personnel have confirmed compliance with
the Code
PARTICULARS OF EMPLOYEES:
The information required under Section 197 (12) of the Act read with Rule 5 (1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including
amendment thereto, is provided in the Annexure forming part of the Report. In terms of the
second proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent
to the shareholders excluding the aforesaid Annexure.
The said information is available for inspection by the members at the registered
office of the Company during working hours on working days up to the date of the Annual
General Meeting and if any member is interested in obtaining as copy thereof, such member
may write to the Company Secretary and Compliance Officer at sameer@ecohotels.in
Further, Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) and (3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 was
not applicable to the Company during the Financial Year 2022-2023.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is
defined by the Audit Committee. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairperson of the Audit Committee & to the Chairperson
of the Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with operating systems, accounting
procedures and policies of the Company.
Based on the report of internal audit function, the Company undertakes corrective
action in their respective areas and thereby strengthens the controls. Significant audit
observations and recommendations along with corrective actions thereon are presented to
the Audit Committee of the Board.
RISK MANAGEMENT:
Your Company recognizes that risk is an integral part of business and is committed to
managing the risks in a proactive and efficient manner; your Company periodically assesses
risks in the internal and external environment, along with the cost of treating risks and
incorporates risk treatment plans in the strategy, business and operational plans.
Your Company has in place a Risk Management Policy
(a) to ensure that all the current and future material risk exposures of the Company
are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e.
to ensure adequate systems for risk management. (b) to establish a framework for the
Company's risk management process and to ensure its implementation. (c) to enable
compliance with appropriate regulations, wherever applicable, through the adoption of best
practices. (d) to assure business growth with Financial stability.
There are no risks which threaten the existence of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Your Company has adopted a Whistle Blower Policy to provide a formal mechanism to the
Directors and Employees to report their concerns about unethical behaviour, actual or
suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The policy
provides for adequate safeguards against victimization of employees who avail of the
mechanism and also provides for direct access to the Chairperson of the Audit Committee.
It is affirmed that no personnel of the Company has been denied access to the Audit
Committee.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has in place a Policy on prohibition, prevention and redressal of sexual
harassment of women at workplace and matters connected therewith or incidental thereto
covering all the aspects as contained under
"The Sexual Harassment of Women at Work Place (Prevention, Prohibition and
Redressal) Act, 2013".
An Internal Complaint Committee has been set up to redress complaints received
regarding sexual harassment. During the year under review, there were no reported
instances pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
During the year, there were no complaints received relating to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
DETAILS OF FRAUD REPORT BY AUDITOR:
During the year under review, there were no frauds reported by the auditors to the
audit committee or the Board under section 143(12) of the Act.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the
Rule 8(3) of the Companies (Accounts) Rules, 2014 is given as under:
A. CONSERVATION OF ENERGY NOT APPLICABLE
(i) the steps taken or impact on conservation of energy:
(ii) the steps taken by the company for utilising alternate sources of energy; NIL
(iii) the capital investment on energy conservation equipment's; NIL
B. TECHNOLOGY ABSORPTION NOT APPLICABLE
Technology absorption, adaptation and innovation: NOT APPLICABLE
(i) the efforts made towards technology absorption;
(ii) the benefits derived like product improvement, cost reduction, product development
or import substitution; (iii) in case of imported technology (imported during the last
three years reckoned from the beginning of the financial year): (a) the details of
technology imported; (b) the year of import; (c) whether the technology been fully
absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the
reasons thereof; and (iv) the expenditure incurred on Research and Development.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review, there were no Foreign Exchange earnings / outgoings.
ENVIRONMENT AND SAFETY:
The Company is aware of the importance of environmentally clean and safe operations.
The Company's policy requires conduct of operations in such a manner, so as to ensure
safety of all concerned, compliances, environmental regulations and preservation of
natural resources.
Our Company avoids any activities that harm the environment and looks for ways to
reduce carbon effect and any negative impact on its operations may have on the ecosystem.
The Company controls energy and water consumption and takes steps to reduce its carbon
emissions and offset the same with various means.
DEPOSITORY SERVICES:
The Company's Equity Shares have been admitted to the depository mechanism of the
National Securities
Depository Limited (NSDL) and also the Central Depository Services (India) Limited
(CDSL). As a result the investors have an option to hold the shares of the Company in a
dematerialized form in either of the two Depositories. The Company has been allotted ISIN
INE638N01012.
Shareholders therefore are requested to take full benefit of the same and lodge their
holdings with Depository Participants [DPs] with whom they have their Demat Accounts for
getting their holdings in electronic form.
THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There are no significant/material orders passed by the Regulators or courts or
Tribunals impacting the going concern status of your Company and its operations in future.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT:
There were no material changes or commitments affecting the financial position of the
company that occurred between the end of the financial year to which this financial
statement relates and the date of this report.
CORPORATE GOVERNANCE REPORT:
The provisions of Regulation 15(2) of the SEBI Listing Regulations were not applicable
to the Company during the financial year 2022-23. The Company has increased its Paid Up
Equity Share Capital to Rs. 17,83,65,080/- w.e.f. March 18, 2023, therefore, Regulation 15
of the SEBI Listing Regulations has become applicable to the Company. In accordance with
the Regulation 15(2)(a) the Company has been granted a time of six months to ensure
compliance from such date. The Voluntary Corporate Governance Report is annexed to this
Report.
BUSINESS RESPONSIBILITY REPORTING:
The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable
to the Company for the financial year ending March 31, 2023.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent directors have submitted their declaration of independence, as required
under section 149(7) of the Act stating that they meet the criteria of independence as
provided in section 149 (6) of the Act. The independent Directors have also confirmed
compliance with the provisions of the rule 6 of Companies (Appointment and Qualifications
of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank
of independent directors.
The Board took on record the declaration and confirmation submitted by the independent
directors regarding their meeting the prescribed criteria of independence.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report for the Year under review, as
stipulated under SEBI Listing
Regulations, is annexed to this report.
LISTING:
The Company's shares are listed on BSE Limited, Mumbai. The Company has paid Listing
fees for the Financial
Year 2023-2024.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:
The Company has complied with secretarial standards issued by the Institute of Company
Secretaries of India on Board Meetings and Annual General Meetings.
ALTERATION IN MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF THE COMPANY:
During the year, the Company in its Extra Ordinary General Meeting held on January 20,
2023 has amended the object clause, name clause, and capital clause of the Memorandum of
Association and the name of the company by deleting the existing name of the Company
wherever appeared and substituting it with Eco Hotels and Resorts Limited in the Articles
of Association of the Company.
THE 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.
During the year under review, no such application or proceeding has been initiated or
pending against the Company.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.
No such transaction is done by the Company during the year under review.
ACKNOWLEDGMENT:
Your Directors wish to convey their appreciation to the Company's shareholders,
customers, suppliers, bankers and distributors for the support they have given to the
Company and the confidence, which they have reposed in its management and the employees
for the commitment and dedication shown by them.
For and on behalf of the Board of Directors
ECO HOTELS & RESORTS LIMITED
(Formerly Known as SHARAD FIBERS & YARN PROCESSORS LTD
Sd/- |
VINOD TRIPATHI |
DIN: [00798632] |
CHAIRMAN & EXECUTIVE DIRECTOR |
Date: August 29 2023. |
Registered Office: |
19, 3rd Floor, |
Prabhadevi Industrial Estate, |
408 Veer Savarkar Marg, |
Prabhadevi,Mumbai 400 025. |
|