West Leisure Resorts Ltd

Your directors present the Sixteenth Annual Report and audited Financial Statements of the Company for the year ended 31^st March, 2024. Management Discussion and Analysis is also included in this Report.

1. FINANCIAL RESULTS AND APPROPRIATIONS:

2. DIVIDEND:

Your Directors recommended a dividend of 1% i.e. Re 0.10 paise per equity share on 30,53,337 equity shares of Rs 10 each subject to approval of members of the Company at the ensuing Annual General Meeting (AGM). The total outflow on account of equity dividend will be Rs 3,05,334.

3. OPERATIONS:

The Company has earned a total income amounting to Rs 24.09 lakhs in the current year viz 2023 2024 in comparison to Rs 38.28 lakhs, earned in the previous year.

The Company has incurred a pretax loss of Rs 33.21 lakhs in the current year as against earning of a pretax profit of Rs 5.08 lakhs in the previous year.

The after tax loss for the current year stood at Rs 25.21 lakhs as against profit after tax of Rs 7.49 lakhs in the previous year.

The total comprehensive income/(loss) for the year amounted to Rs 54.74 lakhs as against Rs 74.45 lakhs in the previous year.

In the Board's perception there are no foreseeable risks which could threaten the existence of the Company.

4. MANAGEMENT DISCUSSION AND ANALYSIS:

India, the fifth largest economy in the world, sustained its growth journey with GDP about 7.5% in the financial year 2023-2024. Consistent high GST collections and a double digit growth in direct taxes is leading to Economic buoyancy. Overall, the country is expected to be one of the fastest growing economies in the world, in the years ahead.

However, across the globe economic growth was affected due to geopolitical uncertainties as well as high debt servicing cost in the less developed countries.

In India, inflation continues to be the key economic indicator for regulators.

The Company's current business activity consists of two segments viz Financial activities and Provision of Services. The segment revenue and segment results appear in notes to the Financial Statements.

The Company's activity pertaining to supply of services has seen some growth. Revenue from investment activity is Nil.

The Company has in place internal financial control systems, commensurate with its size and the nature of its operations to ensure proper recording of financial and operational transactions / information and compliance of various internal controls and other regulatory and statutory compliances. The internal auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company. The observations arising out of the internal audits are periodically reviewed by appropriate persons and summaries along with corrective actions plans, if any, are submitted to the management and Audit Committee for review, comments and directions. The concerned persons undertake corrective action in their respective areas and thereby strengthen the controls.

The Company did not enter any transaction(s) with any person(s) or entity belonging to the promoter / promoter group who holds 10% or more shareholding in the Company.

Information pertaining to financial performance forms part of this Report.

The Company does not hold any share in demat suspense account or unclaimed suspense account.

There were no material developments in the Company's Human Resource Capital. RATIOS i) Current Ratio:

As at March 31, 2024 the Company's current ratio was 2.27:1 in comparison to 2.98: 1 in the previous year. The decrease in the current ratio during the current year over the previous year is mainly due to increase in current liabilities and decrease in current assets. ii) Net Profit Margin:

The Company's net profit margin at the current year end was -104.65% in comparison to 19.57% in the previous year. The decrease in the net profit margin is due to net loss incurred in the current year in comparison to net profit earned in the previous year.

iii) Return on Net Worth:

The Company's return on net worth at the current year end was 2.75% as compared to 3.84% in the previous year. The decrease in return on net worth is mainly due to net loss incurred, during the current year.

5. CORE INVESTMENT COMPANY:

The Company continues to be a Core Investment Company (CIC) in terms of Core Investment Companies (Reserve Bank) Directions, 2016, as amended.

6. CORPORATE GOVERNANCE:

Corporate Governance provisions are not applicable to the Company by virtue of Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations), as the paid up equity share capital and the net worth of the Company during the three consecutive preceding financial years remained below the limits specified therein.

Accordingly, a report on Corporate Governance as stipulated under Schedule V of the Listing Regulations is not attached to this Annual Report.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL:

a) At the 15^th Annual General Meeting (AGM) of the Company held on 30.09.2023 Mrs Smita Achrekar (DIN: 09237586) was re-appointed as a director of the Company.

b) Mr Chandra Kant Khaitan was re-appointed as Manager of the Company for a further period of five years effective from 11.07.2023.

c) Mr Amit Moona (DIN: 0709653), director retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment.

d) Mr Vimal Chand Kothari and Mr Manekchand Panda, Independent directors of the Company, will complete their 2^nd term of 5 years each on 30.09.2024 and therefore in accordance with applicable provisions of the Act they will have to retire with effect from closure of 30.09.2024 on account of completion of their tenure.

The Board places on record its appreciation for the contribution made by Mr Vimal Chand Kothari and Mr Manekchand Panda during their tenure on the Board of the Company.

e) On recommendation of Nomination and Remuneration Committee, Mr Shyam Khandelwal (DIN: 05147157) and Mr Sunil Kantilal Trivedi (DIN: 00387797) have been appointed as an additional directors of the Company in the category of independent directors w.e.f. 09.08.2024. Pursuant to provisions of Section 150(2) and other applicable provisions of the Act the appointment of Mr Shyam Khandelwal and Mr Sunil Kantilal Trivedi needs to be approved by members of the Company.

Mr Shyam Khandelwal and Mr Sunil Kantilal Trivedi possess requisite expertise and knowledge and are qualified for functioning as Independent Directors of the Company.

The Company has also received notices from members of the Company under Section 160 of the Act proposing the candidature of Mr Shyam Khandelwal and Mr Sunil Kantilal Trivedi for the office of Independent Directors.

A brief profile and other requisite information of Mr Shyam Khandelwal and Mr Sunil Kantilal Trivedi forms part of the Notice of AGM.

The Board is of the opinion that Mr Shyam Khandelwal and Mr Sunil Kantilal Trivedi holds highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors. Further Mr Shyam Khandelwal and Mr Sunil Kantilal Trivedi have passed the online proficiency self-assessment test conducted by The Indian Institute of Corporate Affairs.

The appointment of Mr Shyam Khandelwal and Mr Sunil Kantilal Trivedi would also fill the vacancy that may be caused due to aforesaid retirements of Mr Vimal Chand Kothari and Mr Manekchand Panda.

Approval of members are being sought for appointment of Mr Shyam Khandelwal and Mr Sunil Kantilal Trivedi as independent directors of the Company for a term of five years w.e.f. 09.08.2024.

f) Necessary declarations have been received from the independent directors of the Company under Section 149(7) of the Act stating that the declarants meet the criteria of independence laid down in Section 149 (6) of the Act and also under Listing Regulations.

g) Board Evaluation:

The Board has carried out annual evaluation of its own performance, as also of the individual directors and of its committees. The performance of Non-Independent Directors and of the Board as a whole was carried out by the Independent Directors at their separate meeting. Evaluation of performance of Independent Directors was carried out by the entire Board of Directors, excluding the director being evaluated. The directors expressed satisfaction with the evaluation process and the results.

In the opinion of the Board, all the independent directors possess requisite expertise, integrity and experience.

h) Meetings:

Five meetings of the Board of Directors were held during the year.

8. AUDIT COMMITTEE: The composition of the Audit Committee (AC) of the Company is/was as under:

The Company Secretary is Secretary to the Committee.

During the year there were no instances where the Board did not accept any recommendation of the Audit Committee. The Company has also put in place a vigil mechanism for directors and employees to report their concerns/grievances etc. to the Audit Committee which oversees the functioning of the said mechanism.

9. NOMINATION AND REMUNERATION COMMITTEE:

The composition of the Nomination and Remuneration Committee (NRC) of the Company is/was as under:

Salient features of the nomination and remuneration policy include having an appropriate mix of executive, non - executive and independent directors primarily to maintain independence of the Board.

The NRC assesses independence of directors at time of appointment / re-appointment as well as annually. NRC takes into consideration various factors as specified in the policy while considering any remuneration to be paid to directors, key managerial personnel and other employees, etc.

The Nomination and Remuneration policy is available on the Company's website www.westleisureresort.co.in under the section ‘Policies'.

10. STATUTORY AUDITORS:

Messrs Bharat Gupta & Company, Chartered Accountants (FRN: 131010W), were appointed as Statutory Auditors of the Company for 5 years from the conclusion of the 15th AGM.

The requirement of ratification of appointment of the Statutory Auditors at every AGM has been dispensed with. Accordingly, no such item has been placed for approval of the members in the Notice of AGM.

Messrs Bharat Gupta & Company, have confirmed that they are eligible for continuing to act as statutory auditors of the Company and no proceeding against the firm or any partner of the firm is pending with respect to professional matters of conduct.

11. AUDITORS' REPORT:

The Auditors' Report does not contain any reservation, qualification or adverse remark.

12. SECRETARIAL AUDIT:

A Secretarial Audit Report for the financial year ended 31^st March, 2024 is annexed hereto as "Annexure - I".

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

13. LOANS, GUARANTEES AND INVESTMENTS:

Details of investments made appear in notes to the financial statements. No loan was given and no guarantee or security was provided by the Company on behalf of others during the year.

14. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered into by the Company during the financial year with related parties were in ordinary course of business and on an arm's length basis.

The Company has made few material related party transactions during the year after obtaining appropriate approvals. During the year, the Company did not enter into any materially significant related party transactions that may have potential conflict with the interest of the Company.

In terms of Section 134 of the Act details of the same are stated in Form AOC-2 annexed hereto as

‘Annexure- II'.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Since the Company is not into any manufacturing activity there are no particulars to be specified under the heading ‘conservation of energy'. There is no technology involved in the business being carried on by the Company. The Company did not earn nor spent any foreign exchange during the year.

16. CORPORATE SOCIAL REPONSIBILITY:

None of the three criteria specified in Section 135(1) of the Act relating to CSR is applicable to the Company.

17. SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES: The Company has no subsidiary, joint venture or associate. 18. PARTICULARS OF EMPLOYEES:

a. Prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as "Annexure III" and form part of this report.

b. There are no employees covered by Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

19. ANNUAL RETURN:

Pursuant to Section 134 (3)(a) of the Act, the Company has placed copy of its Annual Return as at March, 31, 2024 on its website at www.westleisureresort.co.in under the section ‘Disclosures'.

20. DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) read with Section 134(5) of the Act, your Directors state that:

(a) In preparation of the annual accounts, applicable accounting standards have been followed alongwith proper explanations relating to material departures;

(b) Accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at end of the financial year and of its loss for the year;

(c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with requirements of the Act for safeguarding assets of the Company and for preventing and detecting frauds and other irregularities;

(d) The annual accounts have been prepared on a going concern basis;

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

(f) Proper systems have been devised to ensure compliance with provisions of all applicable laws and such systems are adequate and operating effectively.

21. MAINTENANCE OF COST RECORDS:

The Government of India has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act for any activities of the Company, thus the Company is not required to maintain cost records.

22. SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India.

23. GENERAL:

Your directors state that no disclosure or reporting is required for the following as there were no transactions of the types covered thereby, during the year;

a. Details relating to Deposits covered under Chapter V of the Act;

b. Issue of equity shares with differential rights as to dividend, voting or otherwise;

c. Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

d. No significant or material order was passed by the regulators or courts or tribunals which may impact the Company's going concern status and its operations in the future;

e. Material changes affecting the financial position of the Company, between end of the financial year and the date of this report;

f. No fraud is reported by auditors under Section 143(12) of the Act; g. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016; and h. There was no instance of one-time settlement with any Bank or Financial Institution.

There are no women employees with the Company. No complaints pertaining to sexual harassment of women during the year were received.

24. ACKNOWLEDGEMENTS:

The Board sincerely thanks all stakeholders for their continued support.