Ras Resorts & Apart Hotels Ltd

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

RAS RESORTS AND APART HOTELS LTD.

The Directors have pleasure in presenting the Fortieth Annual Report together with the Audited Financial Statements for the financial year ended on March 31, 2024.

FINANCIAL RESULTS

(Amount in 000')

TRANSFER TO RESERVES

There was no transfer of profits made to General Reserve during the year under report.

OPERATIONS / STATE OF COMPANY'S AFFAIRS

The Company has completed Thirty-Five years of operations. During the year under report, the total income was Rs. 132,861,341/- compared to Rs.131,909,401/- in the previous year. The working result of the Company shows a Net profit of Rs. 1,830,293/-.

DIVIDEND

The Board of Directors do not recommend any dividend for the financial year 2023-24.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

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

Appointment of Director

Shri Gautam Shewakramani (DIN:00021181), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Appointment of Independent Directors

Shri Saifuddin Attar (DIN: 01491659), Qualified Company Secretary and Chartered Accountant and Shri Kapil Somani (DIN: 10491646), Qualified Chartered Accountant, were appointed as Additional Directors (Non-executive, Independent) respectively on the Board of the Company with effect from July 13, 2024 by the Board. Further, the Board also appointed them as an Independent Director for a period of three years each with effect from July 13, 2024 subject to the approval of shareholders at the ensuing AGM.

Necessary resolutions for approving the appointment of aforesaid Directors by shareholders are proposed at the ensuing AGM of the Company.

COMPANY SECRETARY

Ms. Binita Patel (Membership No.: A46394)

resigned from her office as Company Secretary and Compliance Officer of the Company w.e.f April 15, 2024. The Board placed on record their sincere appreciation for the valuable services rendered by her, during her tenure as Company Secretary and Compliance Officer of Company.

Ms. Maitri Gala (Membership No: A67671) was appointed as Company Secretary and Compliance Officer at the Board meeting of the Company w.e.f July 13, 2024, who is holding membership of The Institute of Company Secretaries of India (ICSI) and is meeting the requisite criteria for appointment as Company Secretary of the Company.

Key Managerial Personnel (‘KMP')

In terms of the provisions of Sections 2(51) and 203 of the Companies Act, 2013 (the ‘Act'), the following are the KMPs of the Company:

• Shri Vishamber Shewakramani, Managing

Director and CFO

• Smt Nalini Shewakramani, Executive Director

• Ms. Maitri Gala, Company Secretary and

Compliance Officer

DECLARATION FROM INDEPENDENT DIRECTORS

Independent directors have submitted their declarations stating that each of them meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and that there has been no change in the

circumstances which may affect their status as Independent Director of the Company during the year. In the opinion of the Board, the Independent Directors possess the appropriate balance of skills, experience and knowledge, as required. In terms of Regulation 25(8) of SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

a. Board of Directors:

The Board of Directors of the Company met 4 (Four) times during the year on May 20, 2023, August 05, 2023, November 04, 2023 and February 10, 2024.

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

b. Audit Committee:

Members of the Audit Committee met 4 (Four) times during the year on May 20, 2023, August 05, 2023, November 04, 2023 and February 10, 2024.

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

c. Nomination and Remuneration Committee:

Members of the Nomination and Remuneration Committee met once during the year i.e. on February 10, 2024.

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

d. Stakeholders Relationship Committee:

Members of the Stakeholders Relationship Committee met once during the year i.e. on February 10, 2024.

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

VIGIL MECHANISM

The Company has a Whistle Blower Policy in place and has established the necessary vigil mechanism for its directors and employees. The Policy is available on the Company's website at http://www.rrahl.com/rrahlpolicies.html.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for Directors and Senior Management and the criteria for selection of candidates for appointment as Directors, Independent Directors and Senior Management of the Company are placed on the website of the Company at http://www.rrahl.com/rrahlpolicies.htm.

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

fraud and other irregularities;

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

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

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

• Providing assurance regarding the

effectiveness and efficiency of operations;

• Efficient use and safeguarding of resources;

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

• Transactions being accurately reported and recorded timely.

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

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

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

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)

(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company's website at www.rrahl.com/financialinformation.htm.

AUDITORS

As per the provisions of Section 139 of the Companies Act, 2013 read with

the Companies (Audit and Auditors) Rules, 2014, M/s. Khandelwal and Mehta LLP, Chartered

Accountants (FRN: W100084) were re-appointed as Statutory Auditors of the Company for another term of five years from the conclusion of the Thirty- Eighth Annual General Meeting of the Company till the conclusion of the Forty-third Annual General Meeting to be held in the year 2027.

The Statutory Auditors have confirmed their eligibility to act and hold office as Statutory Auditors of the Company in compliance with the provisions of Sections 139 and 141 of the Companies Act, 2013.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Act, M/s. Parikh & Associates, Practising Company Secretaries were appointed as the Secretarial Auditors for auditing the secretarial records of the Company for the financial year 2023-2024. The Secretarial Audit Report in Form MR-3 is annexed to this report as "Annexure I".

DISCLOSURE

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

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

The Statutory Auditors Report and Secretarial Audit Report for the financial year 2023-24 does not contain any qualifications, reservations and adverse remarks.

The Company has been in compliance with all the regulations of the concerned authorities and the applicable provisions of the Act and rules framed thereunder.

COST AUDITORS

The maintenance of cost records and cost audit provisions are not applicable to the Company as required under Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014.

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. The Solar Water Heating System as adopted by the Company has been further extended which 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:

Foreign exchange earnings : NIL Foreign Outgo: 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 II".

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

DEPOSITS FROM PUBLIC

The Company has not invited and / or accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

No significant or material orders were passed by any regulatory/judicial authority 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 any investments pursuant to the provisions of the Section 186 of the Companies Act, 2013.

RISK MANAGEMENT POLICY

The Board of Directors of the Company have framed a Risk Management Policy and are responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee exercises 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 III".

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board's own performance, its Committees and Individual Directors was carried out pursuant to the provisions of the Act in the following manner:

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company for the year under report.

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

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

The Company has not received any complaint on sexual harassment during the year.

LISTING FEES

The Company has paid the listing fees to BSE Limited for the year 2024-25.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

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

MANAGEMENT'S DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15 of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, the provisions of Corporate Governance are not applicable to the Company.

ACKNOWLEDGEMENT

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