45th Annual Report 2015-2016 - Bombay Stock Exchange45th Annual Report 2015-2016 3 Cidade de Goa...

45th Annual Report2015-2016

45th Annual Report 2015-2016

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FOMENTO RESORTS AND HOTELS LIMITED

BOARD OF DIRECTORS

MRS. ANJU TIMBLOMR. AUDUTH TIMBLOMR. V. P. RAIKARMR. SHARDUL THACKERMR. JAMSHED DELVADAVALAMR. RAGHUNANDAN MALUSTEMR. REYAZ MAMAMR. APOORVA MISRA

CHIEF FINANCIAL OFFICER

MR. M. A. HAJARE

COMPANY SECRETARY

MS. ASMEETA MATONDKAR

AUDITOR

H. K. APARANJIChartered Accountants

BANKERS

IDBI BANKHDFC BANKICICI BANK

REGISTERED OFFICE

CIDADE DE GOA,VAINGUINIM BEACH,GOA - 403004

Fomento Resorts and Hotels Limited

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Contents Page

About Cidade de Goa----------------------------------------3

Directors’ Report ---------------------------------------------4

Management Discussion and Analysis --------------------- 34

Report on Corporate Governance ------------------------ 42

Shareholders Information ---------------------------------- 52

Independent Auditor’s Report ----------------------------- 57

Balance Sheet ----------------------------------------------- 62

Statement of Profit and Loss------------------------------- 63

Notes to the Financial Statements ------------------------- 64

Cash Flow statement --------------------------------------- 78

Notice ------------------------------------------------------- 80

Disclaimer/ Forward Looking StatementIn this Annual Report we have disclosed forward looking information to enable investors to comprehend our prospects and take informed investment decisions. The report and otherstatements – written and oral that we periodically make, contain forward looking statements that set out anticipated results based on the management plans and assumptions. We cannotguarantee that these forward looking statements will be realized, although we believe we have been prudent in assumptions. The achievement of results is subject to risks in uncertaintiesand even inaccurate assumptions. Should known or unknown risks or uncertainties materialize or should underlying assumptions prove inaccurate, actual results could vary materiallyfrom those anticipated, estimated or projected. Readers should bear this in mind. We undertake no obligation to publicly update any forward looking statements, whether as a result of newinformation, future events or otherwise.


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Cidade de Goa

Cidade de Goa – Goa’s premium 5-star deluxe resort is owned by Fomento Resorts andHotels Limited. Situated in the land of sun, sea and surf, the property comprises of 207 roomsthat showcase the unique Goan Portuguese architecture and ambience. The property ispreferred by discerning travelers worldwide due to its proximity to the beach and its courteousstaff that lay emphasis on providing warm Goan hospitality.

Cidade de Goa provides Goan experience and feel to its guests. It is situated on VainguinimBeach and has a distinctive advantage with its proximity to the Capital Panaji and most ofGoa’s frequently visited locations.

Cidade de Goa is also a holiday destination by itself as it has something for everyone. one canfind a variety of restaurants namely Alfama, Chef’s Speciality restaurant that serves authenticGoan and Portuguese cuisine. Alfama has also been ranked amongst India’s 30 best restaurantsby an independent customer survey conducted by a leading Media House.

Barbeque, the evening restaurant with a live kitchen. The Beachside Barbeque allows onean unique dining experience of grilled seafood, meats and vegetables.

Cafe Azul – Our poolside coffee shop provides the ambience of an Italian café with a choiceof varied menu. One can savour global cuisines at our buffet restaurant Laranja. OtherFood &Beverage options include Doçaria a charming tea and coffee lounge operating roundthe clock ; Taverna – the lobby bar, Bar Latino, the pool side bar.

Visitors can de stress with the state of the art Health Club- Clube Saúde and Pavitra – TheAyurveda Spa. For the adventurous at heart, Cidade de Goa offers a vast array of optionsthat include water sports, tennis, bird watching, beach games and an outdoor chess.

For the business traveler, Cidade de Goa offers a variety of conference and banquetingfacilities along with its Business Centre.

Cidade de Goa can be summed up as “ Goa in a resort”.


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ToThe Members,

The Board of Directors of your Company takes pleasure in presenting the Forty Fifth Annual Report on business and operations ofyour Company along with the Audited Financial Statements and Cash Flow Statement for the year ended March 31, 2016.

1. FINANCIAL RESULTS AND APPROPRIATION(Rs. in lakhs)

DIRECTORS’ REPORT

2. OPERATIONS REVIEW:Your Directors are pleased to report that inspite of steepcompetition, your Company achieved a higher turnover ofRs. 6,768.95 lakhs as compared to Rs. 6,088.65 lakhs in theprevious year. On account of increase in the segment ofweddings, conferences and groups and also due to monitoringof costs regularly, profitability of the Company improved. TheCompany earned a higher pre-tax profit of Rs. 2,316.02 lakhs(before exceptional items) for the year under review as againstRs. 1,666.36 lakhs in the previous year.

3. DIVIDEND:The Board of Directors recommended the following dividendfor approval by the members at the ensuing Annual GeneralMeeting:

(i) A dividend of Rs.7.5/- per share on 70,00,000Cumulative, Non-Convertible, RedeemablePreference shares for the year ended 31st March2016 amounting to a total sum of Rs.5,25,00,000/-as per the terms of the issue of Preference shares

Particulars F. Y. 2015 - 2016 F. Y. 2014 - 2015Income 6,768.95 6,088.65Operating Expenses 4,097.66 3,998.35Gross Operating Profit(PBIDT) 2,671.29 2,090.30Less:Interest and Financial Charges 34.65 59.50Depreciation 320.62 364.44Profit before Extra Ordinary and Exceptional items & Tax 2,316.02 1,666.36Exceptional Items - 394.52Profit before tax (PBT) 2,316.02 2,060.88Tax Expense 910.78 720.12Profit/(Loss) after tax (PAT) 1,405.24 1,340.76Add Surplus/ (Deficit) brought forward from the previous year 5,101.41 4192.80Profit available for appropriation 6,506.65 5,533.56Appropriationa) Transfer to General Reserve 140.52 134.08b) Proposed Dividend on Preference shares 525.00 84.00c) Proposed Dividend on Equity shares 160.00 160.00d) Tax on Dividend 139.45 49.67e) Additional Depreciation on Fixed Assets Nil 4.40 Balance carried to Balance Sheet 5,541.68 5,101.41Total 6,506.65 5,533.56Earnings per share before Exceptional Item(Basic and Diluted) (Rs.) 4.83 6.14Earnings per share after Exceptional Item (Basic and Diluted) (Rs.) 4.83 7.75


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subject to the approval of the members at theensuing Annual General Meeting.

(ii) Dividend of Re. 1/- per share on Equity shares forthe year ended 31st March, 2016.

4. RESERVES:The Board of Directors propose to carry an amount ofRs. 1,40,58,073 to General Reserve.5. INTERNAL CONTROL SYSTEMS AND THEIR

ADEQUACY:The Company has an Internal Control System, commensuratewith the size, scale and complexity of its operations. The scopeand authority of the Internal Audit function is well defined inthe organisation as per defined audit plan. The Board hasadopted policies and procedures for ensuring the orderly andefficient conduct of its business, including adherence to theCompany’s policies, the safeguarding of its assets, theprevention and detection of frauds and errors, the accuracyand completeness of the accounting records, and the timelypreparation of reliable financial disclosures. The AuditCommittee of the Company monitors the adequacy of theinternal control systems and procedures including adequacyof financial controls with reference to the Financial Statement.The Internal Auditor of the Company continues to conductperiodic audit. The objective of the audit is to ensure that theprescribed systems and procedures are adequate and areconsistently and correctly followed. The Internal Auditorsubmit their report to the Audit Committee on a quarterly basis.During 2015-2016, the Audit Committee was satisfied with theadequacy of the internal control systems and procedures ofthe Company.Although not mandatory the Company has a RiskManagement Committee comprising of Directors andExecutives/Officers of the Company. The Company’s RiskManagement Committee identifies potential risks associatedwith the Company’s business and measures the Company’sperformance against each risk parameter. The RiskManagement Committee keeps the Board informed of theserisks and the measures taken by the Company to mitigatethese risks.6. STATUTORY AUDITORS:At the Annual General Meeting held on September 27, 2014M/s. H.K. Aparanji, Chartered Accountants, Firm RegistrationNo. 000199S were appointed as statutory auditors of theCompany to hold office till the conclusion of the AnnualGeneral Meeting to be held in the calendar year 2017. In termsof the first proviso to Section 139 of the Companies Act, 2013,the appointment of auditors shall be placed for ratification atevery Annual General Meeting. Accordingly, the appointmentof M/s. H.K. Aparanji, Chartered Accountants, as statutoryauditors of the Company is placed for ratification by the

shareholders.A certificate from M/s. H.K. Aparanji ,Chartered Accountantsthat their appointment is within the prescribed limits underSection 141 of the Companies Act, 2013 has been obtained.The Auditors Report for fiscal 2016 does not contain anyqualification, reservation or adverse remark. The Auditor’sReport is enclosed with the financial statements in this AnnualReport.Auditor’s certificate on corporate governanceAs required by SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, the Auditor’s certificate onCorporate Governance forms part of this Annual Report. TheAuditor’s certificate for fiscal 2016 does not contain anyqualification, reservations or adverse remark.7. CHANGES IN SHARE CAPITAL:The Company’s Authorised share capital is Rs. 3,00,00,00,000/-consisting of 3,00,00,000 Equity shares of Rs.10 each and2,70,00,000 Cumulative, Non-Convertible, Redeemable preferenceshares of Rs. 100/- each.During the year under review, your Company increased itsauthorised share capital from Rs. 1,00,00,00,000/- toRs. 3,00,00,00,000 by creating an additional 2,00,00,000 preferenceshares of Rs. 100 each aggregating to Rs. 2,00,00,00,000/- .The Company has not issued any shares during the financialyear 2015 – 2016.The current paid up share capital of the Company isRs. 86,00,00,000/- consisting of 1,60,00,000 fully paid equityshares of Rs. 10/- each and 70,00,000 7.5% Cumulative,Non-convertible, Redeemable fully paid up preference shares ofRs. 100/- each.8. COMPOSITION OF AUDIT COMMITTEE:The Board has re-constituted the Audit Committee whichcomprises of Mr. Jamshed Delvadavala as the Chairman andMr. Shardul Thacker, Mr. Reyaz Mama andMr. Raghunandan Maluste as the members.More details on the committee are given in the CorporateGovernance Report.9. RELATED PARTY TRANSACTIONS:There are no materially significant related party transactionsmade by the Company with Promoters, Directors or KeyManagerial Personnel or other designated persons which mayhave conflict with the interest of the company at large. AllRelated Party Transactions are presented to the AuditCommittee and the Board. A statement of all related partytransactions is presented before the Audit Committee on aquarterly basis, specifying the nature, value and terms andconditions of the transactions.The Related Party Transactions Policy as approved by theBoard is uploaded on the company’s website at the web link:


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http:/ /www.cidadedegoa.com/images/Related-Party-transcation-Policy-of-Fomento.pdfThe Company has entered into contracts/arrangements withrelated parties in the ordinary course of business and on arm’slength basis. Particulars of contracts/arrangements made withrelated parties is annexed to Boards Report as “AnnexureA”.10. FIXED DEPOSITS:Your Company has not accepted any deposits within themeaning of section 73 of the Companies Act, 2013 and theCompanies (Acceptance of Deposits) Rules, 2014.11. CORPORATE SOCIAL RESPONSIBILITYINITIATIVES:As a part of its initiatives under “Corporate SocialResponsibility” (CSR), the Company has contributed fundsfor the schemes of eradicating hunger and poverty, promotionof education and medical aid. The contributions in this regardhave been made to a registered trust which is undertakingthese schemes. The Company has also undertaken schemesof distributing food items to the old age home and daily mealsto the orphanage directly as part of the CSR initiative.The amount spent on the CSR activities is annexed herewithas “Annexure B”.12. SUBSIDIARY COMPANIES:The Company does not have any subsidiary.13. CODE OF CONDUCT:In compliance with Regulation 26(3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015and the Companies Act, 2013, the Company has framed andadopted a Code of Conduct and Ethics (‘The Code’). TheCode is applicable to the members of the Board, SeniorManagement and Designated employees of the Company. Thecode is available on our website, www.cidadedegoa.com.All the members of the Board, Senior Management andDesignated employees of the Company have affirmedcompliance to the Code as on March 31, 2016.A declaration to this effect signed by the Managing Director& C.E.O. forms part of this Annual Report.14. VIGIL MECHANISM/WHISTLE BLOWER POLICY:The Company is committed to developing a culture where it issafe for all employees to raise genuine concerns, if any and toadhere to the highest standards of ethical, moral and legalconduct of business operations. The Vigil mechanism policyprovides a channel to the employees and Directors to reportto the management concerns about unethical behaviour, actualor suspected frauds or violation of the code of conduct ofpolicy and also provides safeguards against victimization.The policy ensures that strict confidentiality of all mattersand disclosure of information, if required only to the extent orwith those persons as required for the completion of the

process of investigation.A vigilance and ethics officer has been appointed to whomthe complaints should be addressed who reports to the AuditCommittee. The policy also addressing the concerns directlyto the Chairman of the Audit Committee/Managing Director/Chairman in exceptional cases. The Audit Committeerecommends the disciplinary or corrective action it deems fitto the Board of Directors. The policy is available on the websiteof the Company and forms part of the Directors Report as“Annexure C”.The Vigil Mechanism Policy as approved by the Board isuploaded on the Company's website at the weblink: http://www.cidadedegoa.com/images/whistleBlowerPolicy.pdf15. PREVENTION OF INSIDER TRADING:The Board of Directors has adopted the Insider Trading Policyin accordance with the requirements of the SEBI (Prohibitionof Insider Trading) Regulation, 2015. The Insider TradingPolicy of the Company lays down guidelines and proceduresto be followed, and disclosures to be made while dealing withshares of the Company, as well as the consequences ofviolation. The policy has been formulated to regulate, monitorand ensure reporting of deals by employees and to maintainthe highest ethical standards of dealing in Companysecurities.The Insider Trading Policy of the Company covering code ofpractices and procedures for fair disclosure of unpublishedprice sensitive information and code of conduct for theprevention of insider trading is available on our website(http://www.cidadedegoa.com/images/Code-for-Regulating-Monitoring-Reporting-Trading-by-Insiders.pdf)16. EXTRACT OF THE ANNUAL RETURN:The details forming part of the extract of the Annual Return inform MGT-9 is annexed herewith as “Annexure D”.17. RISK MANAGEMENT:Pursuant to section 134(3) (n) of the Companies Act, 2013 andunder Regulation 21 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, the Company hasconstituted a Risk Management Committee. The details of theCommittee are set out in the corporate governance report. Therisk management framework is discussed in detail in theManagement Discussion and Analysis report forming part of thisAnnual Report.18. PARTICULARS OF EMPLOYEES:Information required pursuant to section 197 read with Rule 5of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 in respect of the employeesof the Company is annexed as Annexure E.The statements containing particulars of employees asrequired under section 197(12) of the Act read with Rule 5(2)of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014, is not provided since there


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were no employees who were drawing remuneration more thanRs. 5 lakhs per month during whole or part of the year.19. DECLARATION FROM INDEPENDENT DIRECTORSON ANNUAL BASIS:The Company has received necessary declaration from eachIndependent Director of the Company under Section 149(7)of the Companies Act, 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence laiddown in Section 149(6).20. DIRECTORS’ RESPONSIBILITY STATEMENT:Pursuant to the provisions of Section 134(5) of the CompaniesAct, 2013, the Board hereby confirm that:a) In the preparation of the annual accounts, the applicable

accounting standards have been followed along withproper explanation relating to material departures;

b) The directors had selected such accounting policies andapplied them consistently and made judgments andestimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Companyas on March 31,2016 and the profit of the Company forthat period;

c) The directors had taken proper and sufficient care forthe maintenance of adequate accounting records inaccordance with the provisions of the Companies Act,2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;and;

d) The directors had prepared the annual accounts on agoing concern basis;

e) The directors, had laid down internal financial controlsto be followed by the company and that such internalfinancial controls are adequate and were operatingeffectively;

f) The directors had devised proper systems to ensurecompliance with the provisions of all applicable laws andthat such systems were adequate and operatingeffectively.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL:The Companies Act, 2013 provides for the appointment ofindependent directors. Sub-section (10) of Section 149 of theCompanies Act, 2013 provides that the independent directorsshall hold office for a term up to five consecutive years on theboard of a company; and shall be eligible for re-appointmenton the passing of a special resolution by the shareholders ofthe Company. Accordingly all the Independent directors wereappointed by the shareholders at the general meeting asrequired under Section 149(10).Further, Section 149(11) states that no independent directorsshall be eligible to serve on the Board for more than twoconsecutive terms of five years. Section 149(13) states thatthe provisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152 of the Act shall not apply

to such independent directors. None of the independentdirectors will retire at the ensuing AGM.For the purpose of compliance with Section 152 of theCompanies Act, 2013 and for determining the Director liableto retire by rotation, the Board at its meeting held on May 30,2016, took note of the consent given by Mr. Auduth Timblo,being longest in office, to retire by rotation at the ensuingAnnual General Meeting of the Company. Accordingly, theBoard noted that Mr. Auduth Timblo, Non-Executive Chairmanshall be the Director liable to retire by rotation and beingeligible, has offered himself for re-appointment. The Directorsrecommend re-appointment of Mr. Auduth Timblo.The Company has received necessary declaration from eachindependent director under section 149(7) of the CompaniesAct, 2013, that he meets the criteria of independence laid undersection 149(6) of the Companies Act, 2013 and underRegulation 25 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015.There was no resignation of any Director during the year.Board EvaluationSEBI(Listing Obligations and Disclosure Requirements)Regulations, 2015 mandates that the Board shall monitor andreview the Board evaluation framework. The frameworkincludes the evaluation of directors on various parameterssuch as composition of the Board & Committees, experience& competencies, performance of specific duties & obligations,governance issues , inflow of information, decision making ,company’s performance, company strategy etc.The Companies Act, 2013 states that a formal annualevaluation needs to be made by the Board of its ownperformance and that of its committees and individualdirectors. Schedule IV of the Companies Act, 2013 states thatperformance evaluation of independent directors shall be doneby the entire Board of Directors, excluding the director beingevaluated.The evaluation of all the directors and the Board as a wholewas conducted based on the criteria and framework adoptedby the Board. The manner in which the evaluation has beencarried out has been explained in the Corporate GovernanceReport.Board DiversityThe Company recognizes and embraces the importance of thediverse board in its success. We believe that a truly diverseboard will leverage differences in thought, perspective,knowledge, skill, regional and industry experience, culturaland geographical background, age, ethnicity, race and gender.The Board has adopted the Board Diversity Policy which setsout the approach to diversity of the Board of Directors. TheBoard Diversity Policy is available on our website, http://


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www.cidadedegoa.com/images/Board-Diversity- Policy.pdfCommittees of the BoardCurrently, the Board has five committees: the Audit committee,the Nomination and Remuneration committee, the CorporateSocial Responsibili ty committee, the StakeholdersRelationship committee and the Risk Management committee.A detailed note on the composition of the Board and itsCommittees is provided in the corporate governance reportsection of this Annual Report.Number of Meetings of the BoardDuring the year seven Board Meetings and four AuditCommittee Meetings were convened and held. The details ofwhich are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the periodprescribed under the Companies Act, 2013 and the SEBI(LODR) Regulations, 2015.Key Managerial PersonnelMrs. Anju Timblo, Managing Director & C.E.O,Mr. M. A. Hajare, Chief Financial Officer andMrs. Asmeeta Matondkar, Company Secretary of the Companyare the Key Managerial Personnel as per the provisions ofthe Companies Act, 2013.22. NOMINATION AND REMUNERATION POLICY:The policy of the Company on director’s appointment andremuneration, including criteria for determining qualifications,competencies, positive attributes and independence for theappointment of a director and other matters , as required undersub-section (3) of Section 178 of the Companies Act, 2013, isavailable on our website (http://www.cidadedegoa.com/images/Nomination-and-Remuneration-Policy.pdf). There has been nochange in the policy since the last fiscal year. We affirm that theremuneration paid to directors is as per the terms laid out in thenomination and remuneration policy of the Company.23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:The Management Discussion and Analysis Report for theyear under review, as stipulated under Regulation 34(2) (e) ofSEBI (LODR) Regulations, 2015 with the Stock Exchanges, isgiven separately and forms part of this Annual Report.24. CORPORATE GOVERNANCE:A report on Corporate Governance as stipulated in the SEBI(LODR) Regulations, 2015 forms part of the Annual Report. ACertificate from the Auditors of the Company, confirmingcompliance with the provisions of Corporate Governance, isattached to this Annual Report.25. DELISTING:During the year under review, the Board of Directorsconsidered the Intention letters received from the Promotersto offer to purchase, up to 40,00,232 equity shares of theCompany held by the public shareholders representing 25%

of the issued, subscribed and paid-up equity share capital ofthe Company in terms of the Securities and Exchange Boardof India (Delisting of Equity Shares) Regulations, 2009 and tovoluntarily delist the equity shares of the Company from theBSE Limited and Ahmedabad Stock Exchange Limited inaccordance with the provisions of the Delisting Regulations,subject to the successful completion of such Delisting Offer.26. TECHNOLOGY ABSORPTION AND CONSERVATIONOF ENERGY:The Company is in hospitality industry. Its activities do notinvolve the absorption of technology as envisaged to befurnished pursuant to the Companies (Accounts) Rules, 2014.The Company constantly upgrades conserving energyequipments by installing solar panels, VFD products. SolarPanels are used for generating hot water consumed by theCentral Kitchen thereby reducing the diesel consumption ofthe main boiler and power. This results in substantial savingin consumption of electricity. The Company is constantlyupgrading its old machinery which is resulting in saving ofenergy.27. FOREIGN EXCHANGE EARNINGS AND OUTGO:Total foreign exchange earnings and outgo is stated in Notesforming part of the Financial Statements.28. EMPLOYEES:Relations between the management and the employees werecordial throughout the year. Your Directors are pleased torecord their appreciation of the devotion and sense ofcommitment shown by all the employees in the organisation.As on March 31, 2016 , the Company has an Organizationalstrength of 201 employees.29. SECRETARIAL AUDITOR AND SECRETARIAL AUDITREPORT:The Board of Directors of the Company appointedMr. Shivaram Bhat, Practising Company Secretary, to conductthe Secretarial Audit. The Secretarial Audit Report for the financialyear ended March 31, 2016, is provided in the Annual Report.The Report of the Secretarial Auditor is annexed as “AnnexureG”.30. ANTI-SEXUAL HARASSMENT INITIATIVE:Our Anti-Sexual Harassment Initiative (ASHI) allowsemployees to report sexual harassment cases at the workplace.There are no complaints relating to sexual harassment in thelast financial year . Further, the Company has formed anInternal Complaints Committee where employees can registertheir complaints against sexual harassment. This is supportedby the Sexual Harassment Policy which ensures a free andfair enquiry process.


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31. AMENDMENT OF MEMORANDUM AND ARTICLES OFASSOCIATION:During the financial year under review, the Company hasamended its Capital clause of the Memorandum of Associationpursuant to the approval granted by the shareholders throughpostal ballot to enable the Company to increase its authorisedshare capital by creating additional 2,00,00,000 preferenceshares of Rs. 100 each.

The Company has also adopted new Articles of Associationincorporating the provisions of Companies Act, 2013 pursuantto the approval granted by the shareholders through a postalballot.

32. LISTING AGREEMENT:The Securities and Exchange Board of India (SEBI), onSeptember 2, 2015, issued SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 with the aim toconsolidate and streamline the provisions of the ListingAgreement for different segments of Capital markets to ensurebetter enforceability. The said regulations were effective fromDecember 1, 2015. Accordingly, all listed entities were requiredto enter into Listing Agreement within six months from theeffective date. The Company entered into the Listing Agreementwith BSE Limited and the Ahmedabad stock Exchange duringFebruary, 2016.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS:There have been no significant and material orders passedby the regulators or courts or tribunals impacting the goingconcern status and Company’s operations. However,members' attention is drawn to the Writ Petition No. 131 of2009 decided by the Hon’ble Supreme Court filed by GoaFoundation and Contempt Petition (C) No.292 of 2009 filedby Mr. Claude Alvares, Secretary of Goa Foundation in whichFomento Resorts and Hotels Limited was one of the party tothe Petition. The Hon’ble Supreme Court dismissed the WritPetition No.131 of 2009 with Contempt Petition (C) No.292 of2009, upholding the validity of the Land Acquisition (GoaAmendment) Act, 2009 (Act 7 of 2009).

34. POLIC IES:The SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 mandated the formulation of certain policiesfor all listed companies. All our corporate governance policiesare available on our website (http://www.cidadedegoa.com/corporate_information.php). The policies are reviewed andupdated by the Board based on need and new compliancerequirement.

In addition to its Code of Conduct and Ethics, key policiesthat have been adopted by the Company are as follows:

Name of the policy

Whistleblower Policy(Policy on vigilmechanism)

Nomination andRemuneration Policy

Corporate SocialResponsibilitiesPolicy

Policy on MaterialSubsidiaries

Related PartyTransaction Policy

Brief descriptionThe Company has adopted the whistleblower mechanism fordirectors and employees to report concerns about unethicalbehavior, actual or suspect fraud, or violation of the Company’scode of conduct and ethics. There has been no charge to thewhistleblower Policy adopted by the Company during fiscal 2016.

This policy formulates the criteria for determining qualifications,competencies, positive attributes and independence for theappointment of a director (executive/ non-executive) and alsothe criteria for determining the remuneration of the directors, keymanagerial personnel and other employees.

The policy intents to strive for economic development thatimpacts society at large, by promoting education, providinghealth care & destitute care.

The policy is to determine the material subsidiaries and materialnon-listed Indian subsidiaries of the company and to providethe governance framework for them.

The policy regulated all transactions between the Company andits related parties.

Web link

http://www.cidadedegoa.com/imagesWhistle Blower Policy.pdf

http://www.cidadedegoa.com/images/Nomination-a n d - R e m u n e r a t i o n -Policy.pdf

http://www.cidadedegoa.com/images/CSR-Policy-of-Fomento.pdf

http://www.cidadedegoa.com/images/Policy-for-Determining-Material-Subsidiaries.pdfhttp://www.cidadedegoa.com/ images /Re la t ed -P a r t y - t r a n s a c t i o n s -Policy-of-Fomento.pdf


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For and on behalf of the Board of Directors

Anju Timblo Apoorva MisraManaging Director & CEO Director

Name of the policy

Insider TradingPolicy

Policy forDeterminingMateriality forDisclosures

Document Retentionand Archival Policy

Brief descriptionThe policy provides the framework in dealing with securities ofthe Company.

This policy applies to disclosures of Material events affectingthe Company. This policy is in addition to the Company’scorporate policy statement on investor relations, which dealswith the dissemination of unpublished, price-sensitiveinformation.

The policy deals with the retention and archival of corporaterecords of Fomento Resorts and Hotels Limited and all itssubsidiaries.

Web link

http://www.cidadedegoa.com/images/Code-for-Regulating-Monitoring-Reporting-Trading-by-Insiders.pdf

http://www.cidadedegoa.com/images/policy-for-determining-materiality-o f - i n f o r m a t i o n - a n d -%20events.pdf.

http://www.cidadedegoa.com/images /archival -policy.pdf

35. PARTICULARS OF LOANS/ADVANCES/INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR:Pursuant to section 186 of the Companies Act, 2013 the company does not have any loans/advances/investments outstandingduring the year.

36. ACKNOWLEDGEMENTS:Your Directors gratefully acknowledges the support and goodwill extended by the Government of Goa, Central Government,Other Regulatory Authorities, Company’s Bankers, Vendors, Tour Operators, Travel Agents, Valued Guests and EsteemedShareholders.

Place: Vainguinim Beach – GoaDate: May 30, 2016


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ANNEXURE A

PARTICULARS OF CONTRACTS/ARRANGEMENTS MADE WITH RELATED PARTIES[Pursuant to Clause (h) of Sub-Section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts)Rules, 2014 – AOC-2]This form pertains to the disclosures of particulars of contracts / arrangements entered into by the Company with related parties referredto in Sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transaction under third proviso thereto.Details of Contracts or arrangements or transactions not at arm's length basis:There were no contracts or arrangements or transactions entered into during the year ended March 31, 2016, which were not at arm'slength basis.Details of material contracts or arrangements or transactions at arm's length basis:The details of contracts or arrangements or transactions at arm's length basis for the year ended March 31, 2016 are as follows:

For and on behalf of the Board of Directors

Anju Timblo Apoorva MisraManaging Director & CEO Director

Name of Related Party Nature of Duration of contract Salient terms Amount inrelationship lakhs

Nature of Contract

Sale of Services (Room, Food, beveragesand other services)

Sociedade de Fomento Industrial Pvt. Ltd. Associate April 1, 2014 – March 31, 2017 N.A. Rs151.77

Infrastructure Logistics Pvt. Ltd. Associate April 1, 2014 – March 31, 2017 N.A. Rs. 3.53

Fomento Resources Pvt. Ltd. Associate April 1, 2014 – March 31, 2017 N.A. Rs. 7.97

Sharing of expensesSociedade de Fomento Industrial Pvt. Ltd. Associate April 1, 2014 – March 31, 2017 Yearly at ActualInfrastructure Logistics Pvt. Ltd. Associate April 1, 2014 – March 31, 2017 Yearly at Actual

Fomento Resources Pvt. Ltd. Associate April 1, 2014 – March 31, 2017 Yearly at Actual

Interest

Fomento Resources Pvt. Ltd. Associate 3 years N.A. 118.02

Renting of PremisesSociedade de Fomento Industrial Pvt. Ltd. Associate 3 years At actual 31.00

Infrastructure Logistics Pvt. Ltd. Associate 3 years At actual 9.00

*exclusive of applicable taxes


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Annexure BCSR Report

1 A brief outline of the company’s CSR policy includingoverview of projects or programs proposed to beundertaken and a reference to the web-link to the CSRPolicy and projects or programs.

2 The Composition of the CSR Committee

3 Average Net profit of the Company for last three financialyears (Amount in lakhs)

4 Prescribed CSR Expenditure (two percent of the amountas in item 3 above) (Amount in lakhs)

5 Details of CSR spent during the financial year1. Total amount spent for the F.Y.2. Amount unspent, if any;3. Manner in which the amount spent during the

financial year is detailed below:

The Company has framed its CSR policy in compliance withthe policies of the Company’s Act, 2013 . The Company’sCSR policy intends to strive for economic developmentthat positively impacts the society at large, by promotingeducation, providing health care & destitute care. The CSRactivities at FRHL are carried through:(a) Ashiyana, a registered charitable trust,(b) Directly by the Company.The policy of the Company is available at http://cidadedegoa.com/images/CSR-policy-of-Fomento.pdf

1. Mr. Reyaz Mama2. Mr. Shardul Thacker3. Mr. Jamshed Delvadavala4. Mrs. Anju Timblo

Rs. 1,402.49 lakhs

Rs. 28.05 lakhs

1 2 3 4 5 6 7 8

S.No.

1.

2.

Amount spent on theprojects or programs(1) Direct Expenditureon projects orprograms(2)Overhead

Rs. 23.00 lakhs

Rs. 6.05 lakhs

Rs. 29.05 lakhs

CumulativeExpenditureupto thereportingperiod

Amount spent: Director throughimplementing agency

Throughimplementing agencyThroughimplementing agency

CSR projector activityIdentified

MedicalReliefEducationalAidTotal

Sector inwhich theproject iscovered

HealthCare

Literacy

Projects orPrograms(1) Local area orother(2) Specify thestate and districtwhere projects orprograms wereundertakenIn the state ofGoaIn the state ofGoa

Amount outlay(budget)project orprogram wise

Rs. 23.00 lakhs

Rs. 6.05 lakhs

Rs. 29.05 lakhs

*Details of implementing agency: Ashiyana Charitable TrustThe CSR committee confirms that the implementation of the CSR Policy is in compliance with the CSR objectives and Policyof the Company.

1 2 3 4 5 6 7 8

Anju Timblo Reyaz MamaManaging Director & CEO Chairman – CSR Committee

Rs. 29.05 lakhsN.A.


13

Annexure C1. PREAMBLE1.1. Section 177 (9) of the Companies Act, 2013 requires

every listed company to establish a vigil mechanism forthe directors and employees to report genuine concernsin such manner as may be prescribed. The Companyhad adopted a Code of Conduct for Directors and SeniorManagement (“the Code”), which lays down theprinciples and standards that should govern theiractions. Any actual or potential violation of the Code,howsoever insignificant or perceived as such, is a matterof serious concern for the Company and should bebrought to the attention of the concerned. A vigilmechanism shall provide for adequate safeguardsagainst victimization of persons who can also use suchmechanism for reporting genuine concerns includingabove .It also makes provision for direct access to theChairperson of the Audit Committee in appropriate orexceptional cases.

1.2. Regulation 21 of SEBI (LODR) Regulations, 2015 of theListing regulations between listed companies and theStock Exchanges, inter alia, for all listed companies toestablish a mechanism called ‘Whistle Blower Policy’for employees to report to the management instances ofunethical behaviour, actual or suspected fraud orviolation of the company’s code of conduct.

1.3 Under these circumstances, the Company, being a ListedCompany proposes to establish a Whistle Blower Policy/Vigil Mechanism and to formulate a policy for the same.

2. DEFINITIONSa. “Alleged wrongful conduct” shall mean violation

of law, Infringement of Company’s rules,misappropriation of monies, actual or suspectedfraud, substantial and specific danger to publichealth and safety or abuse of authority”.

b. “Audit Committee” means a Committee constitutedby the Board of Directors of the Company inaccordance with the guidelines of Listing Agreementand Companies Act, 2013.

c. “Board” means the Board of Directors of theCompany.

d. “Code” means Code of Conduct for Directors andSenior management adopted by Fomento Resortsand Hotels Limited

e. “Employee” means all the present employees andWhole Time Directors of the Company (Whetherworking in India or abroad).

f. “Protected Disclosure” means a concern raised byan employee or group of employees of theCompany, through a written communication andmade in good faith which discloses ordemonstrates information about an unethical or

improper activity under the title “SCOPE OF THEPOLICY” with respect to the Company. It shouldbe factual and not speculative or in the nature ofan interpretation / conclusion and should containas much specific information as possible to allowfor proper assessment of the nature and extent ofthe concern.

g. “Subject” means a person or group of personsagainst or in relation to whom a Protected Disclosureis made or evidence gathered during the course ofan investigation.

h. “Vigilance and Ethics Officer” means an officerappointed to receive protected disclosures fromwhistle blowers, maintaining records thereof,placing the same before the Audit Committee for itsdisposal and informing the Whistle Blower theresult thereof.

i. “Whistle Blower” is an employee or group ofemployees who make a Protected Disclosure underthis Policy and also referred in this policy ascomplainant.

3. POLICY OBJECTIVES3.1 The Company is committed to developing a culture where

it is safe for all employees to raise concerns about anypoor or unacceptable practice and any event ofmisconduct.

3.2 The Company is committed to adhere to the higheststandards of ethical, moral and legal conduct of businessoperations. To maintain these standards, the Companyencourages its employees who have concerns aboutsuspected misconduct to come forward and expressthese concerns without fear of punishment or unfairtreatment.

3.3 A Vigil (Whistle Blower) mechanism provides a channelto the employees and Directors to report to themanagement concerns about unethical behavior, actualor suspected fraud or violation of the Codes of conductor policy. The mechanism provides for adequatesafeguards against victimization of employees andDirectors to avail of the mechanism and also provide fordirect access to the Chairman/ Managing Director/Chairman of the Audit Committee in exceptional cases.

3.4 This neither releases employees from their duty ofconfidentiality in the course of their work nor can itbe used as a route for raising malicious or unfoundedallegations about a personal situation.

4. The Guiding Principles4.1 To ensure that this Policy is adhered to, and to assure

that the concern will be acted upon seriously, theCompany will:

4.2 Ensure that the Whistle Blower and/or the personprocessing the Protected Disclosure is not victimizedfor doing so;

4.3 Treat victimization as a serious matter including initiating


14

disciplinary action on such person/(s);4.4 Ensure complete confidentiality.4.5 Not attempt to conceal evidence of the Protected

Disclosure;4.6 Take disciplinary action, if anyone destroys or

conceals evidence of the Protected Disclosure made/to be made;

Provide an opportunity of being heard to the persons involvedespecially to the Subject;5. SCOPE5.1 The Policy covers malpractices and events which have

taken place/ suspected to take place involving:a. Abuse of authorityb. Breach of contractc. Negligence causing substantial and specific danger

to public health and safetyd. Manipulation of company data/recordse. Financial irregularities, including fraud, or suspected

fraudf. Criminal offenceg. Pilferation of confidential/propriety informationh. Deliberate violation of law/regulationi. Wastage/misappropriation of company funds/assetsj. Breach of employee Code of Conduct or Rules

5.2 The Policy is a channel to reinforce a robustimplementation of the Company’s Code.Through this Policy, the Company seeks to provide aprocedure for all the employees of the Company todisclose any unethical and improper practice taking placein the Company for appropriate action and reporting

6. DIS QUALIFICATIONS6.1 While it will be ensured that genuine Whistle Blowers

are accorded complete protection from any kind of unfairtreatment as herein set out, any abuse of this protectionwill warrant disciplinary action.

6.2 Protection under this Policy would not mean protectionfrom disciplinary action arising out of false allegationsmade by a Whistle Blower knowing it to be false or witha mala fide intention.

6.3 Whistle Blowers, who make any Protected Disclosures,which have been subsequently found to be mala fide,frivolous or malicious shall be liable to be prosecutedunder Company’s Code of Conduct.

7. ELIGIBILITYAll Employees of the Company including directors areeligible to make Protected Disclosures under the Policyin relation to matters concerning the Company.

8. RECEIPT AND DISPOSAL OF PROTECTEDDISCLOSURES.

8.1 All Protected Disclosures should be reported in writingby the complainant as soon as possible after the Whistle

Blower becomes aware of the same so as to ensure aclear understanding of the issues raised and shouldeither be typed or written in a legible handwriting inEnglish.

8.2 The Protected Disclosure should be submitted in aclosed and secured envelope and should be superscribedas “Protected disclosure under the Whistle Blowerpolicy”. Alternatively, the same can also be sent throughemail with the subject “Protected disclosure under theWhistle Blower policy”. If the complaint is notsuperscribed and closed as mentioned above, it will notbe possible for the Audit Committee to protect thecomplainant and the protected disclosure will be dealtwith as if a normal disclosure. In order to protect identityof the complainant, the Vigilance and Ethics Officer willnot issue any acknowledgment to the complainants andthey are advised neither to write their name / address onthe envelope nor enter into any further correspondencewith the Vigilance and Ethics Officer. The Vigilance andEthics Officer shall assure that in case any furtherclarification is required he will get in touch with thecomplainant.

8.3 Anonymous / Pseudonymous disclosure shall not beentertained by the Vigilance and Ethics Officer.

8.4 The Protected Disclosure should be forwarded under acovering letter signed by the complainant. The Vigilanceand Ethics Officer / Chairman of the Audit Committee/Managing Director/ Chairman as the case may be, shalldetach the covering letter bearing the identity of theWhistle Blower and process only the ProtectedDisclosure.

8.5 All Protected Disclosures should be addressed to theVigilance and Ethics Officer of the Company or to theChairman of the Audit Committee/ Managing Director/Chairman in exceptional cases. The contact details ofthe Vigilance and Ethics Officer is as under:-Name – Mr. K. Sainath ShettyDesignation: Manager-HR, Security & Administration-CorporateAddress: Cidade de Goa, Vainguinim beach, Goa -403004Email- [email protected]

8.6 Protected Disclosure against the Vigilance and EthicsOfficer should be addressed to the Chairman of theCompany and the Protected Disclosure against theChairman of the Company should be addressed to theChairman of the Audit Committee. The contact detailsof the Chairman, Managing Director and the Chairmanof the Audit Committee are as under:Name and Address of ChairmanMr. Auduth TimbloAddress: Fomento Resorts and Hotels Limited,Cidade de Goa,


15

Vainguinim beach,Goa - 403004Name and Address of Managing DirectorMrs. Anju TimbloAddress: Fomento Resorts and Hotels Limited,Cidade de Goa,Vainguinim beach,Goa - 403004Name and Address of the Chairman of the AuditCommitteeMr. Jamshed DelvadavalaAddress: Fomento Resorts and Hotels Limited,Cidade de Goa,Vainguinim beach,Goa - 403004

8.7 On receipt of the protected disclosure the Vigilance andEthics Officer / Chairman/ Managing Director/ Chairmanof the Audit Committee, as the case may be, shall make arecord of the Protected Disclosure and also ascertainfrom the complainant whether he was the person whomade the protected disclosure or not. He shall also carryout initial investigation either himself or by involvingany other Officer of the Company or an outside agencybefore referring the matter to the Audit Committee of theCompany for further appropriate investigation andneedful action. The record will include:i. Brief facts;ii. Whether the same Protected Disclosure was raised

previously by anyone, and if so, the outcomethereof;

iii. Whether the same Protected Disclosure was raisedpreviously on the same subject;

iv. Details of actions taken by Vigilance and EthicsOfficer/Chairman/Managing Director forprocessing the complaint

v. Findings of the Audit Committeevi. The recommendations of the Audit Committee/

other action(s).vii. The Audit Committee, if deems fit, may call for

further information or particulars from thecomplainant.

9. INVESTIGATION9.1 All Protected Disclosures under this policy will be

recorded and thoroughly investigated.The Audit Committee may investigate and may at itsdiscretion consider involving any other Officer of theCompany and/ or an outside agency for the purposeof investigation.

9.2 The decision to conduct an investigation is by itself notan accusation and is to be treated as a neutral fact findingprocess.

9.3 Subject(s) will normally be informed in writing of theallegations at the outset of a formal investigation and

have opportunities for providing their inputs during theinvestigation.

9.4 Subject(s) shall have a duty to co-operate with the AuditCommittee or any of the Officers appointed by it in thisregard.

9.5 Subject(s) have a right to consult with a person orpersons of their choice, other than the Vigilance andEthics Officer / Investigators and/or members of theAudit Committee and/or the Whistle Blower.

9.6 Subject(s) have a responsibility not to interfere with theinvestigation. Evidence shall not be withheld, destroyedor tampered with and witness shall not be influenced,coached, threatened or intimidated by the subject(s).

9.7 Unless there are compelling reasons not to do so,Subject(s) will be given the opportunity to respond tomaterial findings contained in the investigation report.No allegation of wrong doing against a Subject(s) shallbe considered as maintainable unless there is goodevidence in support of the allegation.

9.8 Subject(s) have a right to be informed of the outcomeof the investigations. If allegations are not sustained,the Subject should be consulted as to whether publicdisclosure of the investigation results would be in thebest interest of the Subject and the Company.

9.9 The investigation shall be completed normally within 90days of the receipt of the protected disclosure and isextendable by such period as the Audit Committee deemsfit.

9.10 Any member of the Audit Committee or other officerhaving any conflict of interest with the matter shalldisclose his/her concern /interest forthwith and shallnot deal with the matter.

10. DECISION AND REPORTING10.1 If an investigation leads the Vigilance and Ethics Officer/

Chairman of the Audit Committee to conclude that animproper or unethical act has been committed, theVigilance and Ethics Officer / Chairman of the AuditCommittee shall recommend to the Board of Directors ofthe Company to take such disciplinary or correctiveaction as they may deem fit. It is clarified that anydisciplinary or corrective action initiated against theSubject as a result of the findings of an investigationpursuant to this Policy shall adhere to the applicablepersonnel or staff conduct and disciplinary procedures.

10.2 The Vigilance and Ethics Officer shall submit a report tothe Chairman of the Audit Committee on a regular basisabout all Protected Disclosures referred to him/her sincethe last report together with the results of investigations,if any.

10.3 In case the Subject is the Chairman/Managing Directorof the Company, the Chairman of the Audit Committeeafter examining the Protected Disclosure shall forwardthe protected disclosure to other members of theAudit Committee if deemed fit. The Audit Committeeshall appropriately and expeditiously investigate the


16

Protected Disclosure.10.4 If the report of investigation is not to the satisfaction

of the complainant, the complainant has the right toreport the event to the appropriate legal or investigatingagency.

10.5 A complainant who makes false allegations of unethical& improper practices or about alleged wrongful conductof the Subject to the Vigilance and Ethics Officer or theAudit Committee shall be subject to appropriatedisciplinary action in accordance with the rules,procedures and policies of the Company.

10.6 A quarterly report with number of complaints receivedunder the Policy and their outcome shall be placed beforethe Audit Committee and the Board.

11. SECRECY / CONFIDENTIALITYThe complainant, Vigilance and Ethics Officer,Members of Audit Committee, the Subject andeverybody involved in the process shall:i. Maintain confidentiality of all matters under this

Policyii. Discuss only to the extent or with those persons as

required under this policy for completing the processof investigations.

iii. Not keep the papers unattended anywhere at anytime

iv. Keep the electronic mails / files under password.12. CONFIDENTIALITY & PROTECTION12.1 No unfair treatment will be meted out to a Whistle Blower

by virtue of his/ her having reported a ProtectedDisclosure under this policy. The company, as apolicy, condemns any kind of discrimination, harassment,victimization or any other unfair employment practicebeing adopted against Whistle Blowers. Completeprotection will, therefore, be given to Whistle Blowersagainst any unfair practice like retaliation, threat orintimidation of termination / suspension of service,disciplinary action, transfer, demotion, refusal ofpromotion or the like including any direct or indirectuse of authority to obstruct the Whistle Blower’s rightto continue to perform his duties / functionsincluding making further Protected Disclosure. Thecompany will take steps to minimize difficulties, whichthe Whistle Blower may experience as a result of makingthe Protected Disclosure. Thus if the Whistle Blower isrequired to give evidence in criminal or disciplinaryproceedings, the Company will arrange for the WhistleBlower to receive advice about the procedure, etc.

12.2 A Whistle Blower may report any violation of the aboveclause to the Chairman of the Audit Committee, whoshall investigate into the same and recommend suitableaction to the management.

12.3 The identity of the Whistle Blower shall be keptconfidential to the extent possible and permitted underlaw. The identity of the complainant will not be revealedunless he himself has made either his details public or

disclosed his identity to any other office or authority. Inthe event of the identity of the complainant beingdisclosed, the Audit Committee is authorized to initiateappropriate action as per extant regulations againstthe person or agency making such disclosure. Theidentity of the Whistle Blower, if known, shall remainconfidential to those persons directly involved inapplying this policy, unless the issue requiresinvestigation by law enforcement agencies, in whichcase members of the organization are subject tosubpoena.

12.4 Any other Employee assisting in the said investigationshall also be protected to the same extent as the WhistleBlower.

12.5 Provided however that the complainant before making acomplaint has reasonable belief that an issue exists andhe has acted in good faith. Any complaint not made ingood faith as assessed as such by the Audit Committeeshall be viewed seriously and the complainant shall besubject to disciplinary action as per the Rules / certifiedstanding orders of the Company. This policy does notprotect an employee from an adverse action takenindependent of his disclosure of unethical and improperpractice etc. unrelated to a disclosure made pursuant tothis policy.

13. ACCESS TO CHAIRMAN OF THE AUDITCOMMITTEEThe Whistle Blower shall have right to access Chairmanof the Audit Committee directly in exceptional cases andthe Chairman of the Audit Committee is authorized toprescribe suitable directions in this regard.

14. COMMUNICATIONA whistle Blower policy cannot be effective unless it isproperly communicated to employees. Employees shallbe informed through by publishing in notice board andthe website of the company.

15. RETENTION OF DOCUMENTSAll Protected disclosures in writing or documented alongwith the results of Investigation relating thereto, shallbe retained by the Company for a period of 7 (seven)years or such other period as specified by any other lawin force, whichever is more.

16. ADMINISTRATION AND REVIEW OF THE POLICYThe Board of Directors shall be responsible for theadministration, interpretation, application and review ofthis policy. The Board also shall be empowered to bringabout necessary changes to this Policy, if required atany stage with the concurrence of the Audit Committee.

17. AMENDMENTThe Company reserves its right to amend or modify thisPolicy in whole or in part, at any time without assigningany reason whatsoever. However, no such amendmentor modification will be binding on the Employees andDirectors unless the same is notified to them in writing.


17

Annexure DForm No. MGT - 9

Extract of Annual Returnas on the financial year ended on 31st March, 2016

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

1. CIN L55101GA1971PLC0001132. Registration Date 30th March, 19713. Name of the Company Fomento Resorts and Hotels Limited4. Category/Sub-Category of the Company Public Company limited by shares5. Whether listed Company (Yes/No) Yes6. Name, Address and Contact details of Bigshare Services Private Limited

Registrar and Transfer Agent, if any Unit: Fomento Resorts and Hotels LimitedE/2, Ansa Industrial Estate,Saki- Vihar Road,Sakinaka – Andheri (E),Mumbai - 400072

Phone No. 022-40430200Fax No. 022-28475207Email id: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10% or more of the total turnover of the company shall be stated:

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name and Description of Main NIC Code of the % to total turnover ofProduct/Services Product the company

1. Sale of Room Nights Food & 0708 100Beverage and Allied Services

Sr. No. Name and Address CIN/GIN Holding/Subsidiary % of shares Applicableof the Company of the Company held section

N.A. N.A. N.A. N.A. N.A. N.A.


18

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i. Category-wise Share Holding.

Category of Shareholders No. of shares held at the beginning No. of shares held at the endof the year of the year

%Changeduringthe year

Demat Physical Total % ofTotal

Shares

Demat Physical Total % ofTotal

SharesA. Promoters(1) Indian

a. Individual/HUF 1,19,99,768 Nil 1,19,99,768 Nil 1,19,99,768 Nil 1,19,99,768 75% Nilb. Central Govt. Nil Nil Nil Nil Nil Nil Nil Nil Nilc. State Govt. Nil Nil Nil Nil Nil Nil Nil Nil Nild. Bodies Corp. Nil Nil Nil Nil Nil Nil Nil Nil Nile. Bank/FI Nil Nil Nil Nil Nil Nil Nil Nil Nilf. Any Other (specify) Nil Nil Nil Nil Nil Nil Nil Nil Nili. Directors Relatives Nil Nil Nil Nil Nil Nil Nil Nil Nilii. Group Companies Nil Nil Nil Nil Nil Nil Nil Nil Niliii. Trusts Nil Nil Nil Nil Nil Nil Nil Nil NilSub-Total- A-(1) 1,19,99,768 Nil 1,19,99,768 Nil 1,19,99,768 Nil 1,19,99,768 75% Nil

(2) Foreigna. NRI-Individuals Nil Nil Nil Nil Nil Nil Nil Nil Nilb. Body Corporate Nil Nil Nil Nil Nil Nil Nil Nil Nilc. Institutions Nil Nil Nil Nil Nil Nil Nil Nil Nild. Qualified Foreign Investor Nil Nil Nil Nil Nil Nil Nil Nil Nile. Any Others (Specify) Nil Nil Nil Nil Nil Nil Nil Nil NilSub Total –A(2) Nil Nil Nil Nil Nil Nil Nil Nil Nil

Total Share Holding of Promoters(A)=(A)(1)+(A) (2) 1,19,99,768 Nil 1,19,99,768 Nil 1,19,99,768 Nil 1,19,99,768 75% Nil

B. Public Shareholding1. Institution Nil Nil Nil Nil Nil Nil Nil Nil Nil

a. Mutual Funds Nil Nil Nil Nil Nil Nil Nil Nil Nilb. Bank/FI Nil Nil Nil Nil Nil Nil Nil Nil Nilc. Central Govt. Nil Nil Nil Nil Nil Nil Nil Nil Nild. State Govt. Nil Nil Nil Nil Nil Nil Nil Nil Nile. Venture Capital Nil Nil Nil Nil Nil Nil Nil Nil Nilf. Insurance Co. Nil Nil Nil Nil Nil Nil Nil Nil Nilg. FIIs Nil Nil Nil Nil Nil Nil Nil Nil Nilh. Foreign Venture Capital Investors Nil Nil Nil Nil Nil Nil Nil Nil Nili. Qualified Foreign Investor Nil Nil Nil Nil Nil Nil Nil Nil Nilj. Others Nil Nil Nil Nil Nil Nil Nil Nil Nil

Sub-Total-B (1) Nil Nil Nil Nil Nil Nil Nil Nil Nil2. Non- Institution

a. Body Corp. 20,458 15,650 36,108 0.23 1,527 15,700 17,227 0.11 -0.12b. Individual

i. Individual shareholders holding 32,86,638 Nil 32,86,638 20.54 33,18,356 Nil 33,18,356 20.74 0.20nominal share capital in excessof Rs. 1 Lakh

ii. Individual shareholders holding 1,13,250 3,52,984 4,66,234 2.91 1,25,831 3,35,477 4,61,308 2.88 -0.03nominal share capital uptoRs. 1 Lakha. Qualified Foreign Investorb. Any others (specify)i. Trusts 50 0 50 0.00 0 0 0 0.00ii. Clearing Members 858 0 858 0.01 1,873 0 1,873 0.01 0.00iii. Directors / Relatives of Directors 0 6,700 6,700 0.04 0 6,700 6,700 0.04 0.00


19

iv. Employee 0 0 0 0.00 0 0 0 0.00 0.00v. Non Resident Indians (NRI) 11,100 1,91,973 2,03,073 1.27 6,219 1,83,323 1,89,542 1.18 -0.09vi. Overseas Corporate Bodies 0 0 0 0.00 0 0 0 0.00 0.00vii. Hindu Undivided Families 321 250 571 0.00 4976 250 5226 0.03 0.03viii. Unclaimed Suspense Account 0 0 0 0.00 0 0 0 0.00 0.00

Sub-Total B (2) 34,32,675 5,67,557 40,00,232 25.00 34,58,782 5,41,450 40,00,232 25.00 NilTotal Public Shareholding(B) = (b)(1) + (B) (2) 34,32,675 5,67,557 40,00,232 25.00 34,58,782 5,41,450 40,00,232 25.00 NilTotal (A) = (B) 1,54,32,443 5,67,557 1,60,00,000 100.00 1,54,58,550 5,41,450 1,60,00,000 100.00 Nil

C. Shares held by Custodian and against which Depository Receipts have been issued(a) Shares Held by Custodians Nil Nil Nil Nil Nil Nil Nil Nil Nil(i) Promoter and Promoter Group Nil Nil Nil Nil Nil Nil Nil Nil Nil(ii) Public 0 0 0 0 0 0 0 0 NilSub Total ( C)(1): (C )=(C )(1) 0 0 0 0.00 0 0 0 0.00 NilTotal (A) + (B): 1,54,32,443 5,67,557 1,60,00,000 100.00 1,54,58,550 5,41,450 16,00,00,000 100.00 NilGrand Total (A+B+C) 1,54,32,443 5,67,557 1,60,00,000 100.00 1,54,58,550 5,41,450 16,00,00,000 100.00 Nil

ii Shareholding of Promoters:Sr. No. Shareholder’s

NameShareholding at the beginning of the year Shareholding at the end of the year % change in

shareholdingduring the year

No. of shares % of totalshares of theCompany

% of sharesPledged/encumberedto totalshares

No. of shares % of totalshares of thecompany

% of sharesPledged/encumberedto totalshares

1. Mrs. AnjuTimblo

98,87,629

2. Mr. AuduthTimblo

21,12,139

1,19,99,768

iii. Change in Promoter’s Shareholding (Please specify, if there is no change)There is no change in the shareholding of the Promoters.

iv. Shareholding Pattern of top ten shareholders (other than Directors and Promoters)

61.80% Nil

13.20%

75.00%

Nil

Nil

61.80%

13.20%

75.00%

Nil

Nil

Nil

No Change

No Change

98,87,629

21,12,139

1,19,99,768

1 Siddharth Suresh Ajmera 1-Apr-15 8,17,100 5.11 0 8,17,100 5.1131-Mar-16 8,17,100 5.11 0 8,17,100 5.11

2 Ajmera Suresh Jayantilal 1-Apr-15 8,17,100 5.11 0 8,17,100 5.1131-Mar-16 8,17,100 5.11 0 8,17,100 5.11

3 Ajmera Suresh Jayantilal 1-Apr-15 8,17,200 5.11 0 8,17,200 5.1131-Mar-16 8,17,200 5.11 0 8,17,200 5.11

4 Dhanesh Suresh Ajmera 1-Apr-15 8,17,100 5.11 0 8,17,100 5.1131-Mar-16 8,17,100 5.11 0 8,17,100 5.11

Sr.No.

Name Shareholding at the beginning /end of the year

Cumulative Shareholdingduring the year

No. of Shares % of totalshares of the

Company

No. ofShares

% of totalshares of the

Company

Date Changes inthe share-holdings(-)

denotestransfer

Increase/Decrease in

share-holding


20

Sr.No.




Company

No. ofShares


Company


denotestransfer


share-holding

5 Aurora Abreu 1-Apr-15 18,238 0.11 0 18,238 0.1111-Sep-15 Transfer 18267 36,505 0.2308-Jan-16 Transfer -211 36,294 0.2331-Mar-16 Transfer 50 36,344 0.2331-Mar-16 36,344 0.23 0 36,344 0.23

6 Sharekhan Limited 1-Apr-15 13,904 0.09 0 13,904 0.0924-Apr-15 Transfer 475 14,379 0.0901-May-15 Transfer 2750 17,129 0.1108-May-15 Transfer 1138 18,267 0.1126-Jun-15 Transfer 100 18,367 0.1130-Jun-15 Transfer -100 18,267 0.1131-Jul-15 Transfer 52 18,319 0.11

07-Aug-15 Transfer 50 18,369 0.1114-Aug-15 Transfer -100 18,269 0.1120-Aug-15 Transfer 100 18,369 0.1128-Aug-15 Transfer 25 18,394 0.1204-Sep-15 Transfer -125 18,269 0.1111-Sep-15 Transfer -18267 2 0.0018-Sep-15 Transfer 1 3 0.0025-Sep-15 Transfer -1 2 0.0028-Sep-15 Transfer 250 252 0.0030-Sep-15 Transfer -250 2 0.0023-Oct-15 Transfer 25 27 0.0030-Oct-15 Transfer -27 0 0.0020-Nov-15 Transfer 100 100 0.0027-Nov-15 Transfer 176 276 0.0004-Dec-15 Transfer -266 10 0.0011-Dec-15 Transfer 136 146 0.0018-Dec-15 Transfer -142 4 0.0025-Dec-15 Transfer 47 51 0.0031-Dec-15 Transfer -51 0 0.0008-Jan-16 Transfer 242 242 0.0015-Jan-16 Transfer -177 65 0.0022-Jan-16 Transfer -15 50 0.0026-Feb-16 Transfer 50 100 0.0004-Mar-16 Transfer -40 60 0.0011-Mar-16 Transfer -10 50 0.0031-Mar-16 Transfer -39 11 0.00


21

Sr.No.




Company

No. ofShares


Company


denotestransfer


share-holding

31-Mar-16 11 0.00 0 11 0.007 Sundeep Arjun Karna 1-Apr-15 29 0.00 0 29 0.00

15-May-15 Transfer 50 79 0.0022-May-15 Transfer 394 473 0.0005-Jun-15 Transfer 313 786 0.0019-Jun-15 Transfer 115 901 0.0126-Jun-15 Transfer 1403 2,304 0.0124-Jul-15 Transfer 1082 3,386 0.02

20-Aug-15 Transfer 1978 5,364 0.0328-Aug-15 Transfer 648 6,012 0.0404-Sep-15 Transfer 345 6,357 0.0429-Sep-15 Transfer 5 6,362 0.0416-Oct-15 Transfer 140 6,502 0.0430-Oct-15 Transfer 1444 7,946 0.0520-Nov-15 Transfer -66 7,880 0.0504-Dec-15 Transfer 1 7,881 0.0515-Jan-16 Transfer -100 7,781 0.0505-Feb-16 Transfer 45 7,826 0.0512-Feb-16 Transfer 1691 9,517 0.0619-Feb-16 Transfer 4055 13,572 0.0818-Mar-16 Transfer 40 13,612 0.0931-Mar-16 13,612 0.09 0 13,612 0.09

8 Sanjiv D. Shah 1-Apr-15 9,850 0.06 0 9,850 0.0631-Mar-16 9,850 0.06 0 9,850 0.06

9 Dileep Verleker 31-Mar-15 6,700 0.04 0 6,700 0.0431-Mar-16 6,700 0.04 0 6,700 0.04

10 Poonam Sundeep Karna 1-Apr-15 1,940 0.01 0 1,940 0.0122-May-15 Transfer 40 1,980 0.0105-Jun-15 Transfer 551 2,531 0.0230-Jun-15 Transfer 51 2,582 0.0203-Jul-15 Transfer 1302 3,884 0.0210-Jul-15 Transfer 200 4,084 0.0317-Jul-15 Transfer 10 4,094 0.03

20-Aug-15 Transfer 480 4,574 0.0328-Aug-15 Transfer 496 5,070 0.0304-Sep-15 Transfer 55 5,125 0.0311-Sep-15 Transfer 700 5,825 0.0409-Oct-15 Transfer 530 6,355 0.04


22

27-Nov-15 Transfer -775 5,580 0.0311-Dec-15 Transfer -1540 4,040 0.0318-Dec-15 Transfer -325 3,715 0.0208-Jan-16 Transfer -203 3,512 0.0215-Jan-16 Transfer -182 3,330 0.0222-Jan-16 Transfer -1129 2,201 0.0129-Jan-16 Transfer 515 2,716 0.0205-Feb-16 Transfer 536 3,252 0.0218-Mar-16 Transfer 588 3,840 0.0225-Mar-16 Transfer 331 4,171 0.0331-Mar-16 Transfer 2010 6,181 0.0431-Mar-16 6,181 0.04 0 6,181 0.04

Sr.No.




Company

No. ofShares


Company


denotestransfer


share-holding

V. IndebtednessIndebtedness of the Company including interest outstanding/accrued but not due for payment

PARTICULARS SECURED LOANSEXCLUDING DEPOSITS

UNSECUREDLOANS

DEPOSITS TOTALINDEBTEDNESS

Indebtedness at the beginningof the financial year 01.04.2014

1) Principal Amount Nil 17,72,80,844 Nil 17,72,80,8442) Interest due but not paid Nil 1,06,21,781 Nil 1,06,21,7813) Interest accrued but not due Nil - Nil -

Total of (1+2+3) Nil 187,9,02,625 Nil 18,79,02,625Change in Indebtedness during the financial year+ Addition Nil 15,00,00,000 Nil 15,00,00,000- Reduction Nil 1,00,00,000 Nil 1,00,00,000Net Change Nil 14,00,00,000 Nil 14,00,00,000Indebtedness at the end of the financial year - 31.03.20151) Principal Amount Nil 28,39,44,069 Nil 28,39,44,0692) Interest due but not paid Nil 4,39,58,556 Nil 4,39,58,5563) Interest accrued but not due Nil Nil Nil NilTotal of (1 + 2+ 3) Nil 32,79,02,625 Nil 32,79,02,625

v. Shareholding of Directors and Key Managerial Personnel:Sr. No. Shareholder’s Name Shareholding at the beginning of the

year- 1st April, 2015Shareholding at the end of theyear - 31st March, 2016

No. of Shares % of total sharesof the Company

No. of Shares % of total sharesof the Company

1. Mr. V. P. Raikar 6,700 0.04 6,700 0.04


23

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-Time Director and/or Manager:

Sr. No. Particulars of Remuneration Name of MD/

Mrs. Anju Timblo

Total Amount (Rs. In lakhs)

1. Gross Salary(a) Salary as per provisions contained in section 36,00,000 36,00,000

17(1) of the Income Tax Act(b) Value of perquisites U/s 17(2) Income Tax Act, 1961 Nil(c) Profits in lieu of salary under section 17(3) Nil

Income Tax Act, 19612. Stock Option Nil3. Sweat Equity Nil4. Commission

- As % of Profit- Others, specify Nil

5. Others, please specify Provident Fund & Other Funds 4,32,000 4,32,000Performance Bonus Nil NilTotal (A) 40,32,000 40,32,000Ceiling as per the Act 5% of net profit of the Company

B. Remuneration to other directors (Amount in Rs.)

Sl. No. Particulars ofRemuneration

Name of Directors TotalAmount(Rs. inLakhs)

AuduthTimblo

V. P.Raikar

JamshedDelvadavala

ShardulThacker

RaghunandanMaluste

ReyazMama

ApoorvaMisra

1 Independent DirectorsFees for attending board/committee meetings - 10,000 1,30,000 55,000 1,20,000 85,000 - 4,00,000/-Commission - Nil Nil Nil Nil Nil - NilOthers, please specify - Nil Nil Nil Nil Nil - NilTotal (1) - 10,000 1,30,000 55,000 1,20,000 85,000 - 4,00,000/-

2 Other Non – ExecutiveDirectorsFees for attending board/committee meetings 60,000 - - - - - 60,000 1,20,000/-Commission Nil - - - - - Nil NilOthers, please specify Nil - - - - - Nil NilTotal (2) 60,000 - - - - - 60,000 1,20,000/-Total (B) = (1 + 2) 5,20,000/-Total ManagerialRemuneration 5,20,000/-Overall Ceiling as perthe Act 1% of net profits of the Company


24

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD (Rs. In lakhs)

Sl. No. Particulars of Remuneration Key Managerial Personnel Total Amount(Rs. in lakhs)CFO

1. Gross Salary 28,74,996 13,08,000 41,82,996(a) Salary as per provisions contained in

section 17(1) of the Income Tax Act, 1961 Nil Nil Nil(b) Value of perquisites U/s 17(2) Income Tax Act,

1961 Nil Nil Nil2. Stock Option Nil Nil Nil3. Sweat Equity Nil Nil Nil4. Commission

- As % of profit- Others, specify.. Nil Nil Nil

5. Others, please specify Nil Nil NilTotal ( C) 28,74,996 13,08,000 41,82,996

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type Section of theCompanies Act

Brief Description Details of penalty/Punishment/Compounding feesimposed

Authority[RD/NCLT/COURT]

Appeal made, ifany (give details)

A. COMPANYPenaltyPunishmentCompoundingB. DIRECTORSPenaltyPunishmentCompoundingC. OTHER OFFICERS

IN DEFAULTPenaltyPunishmentCompounding

NIL

Company Secretary


25

ANNEXURE E(A) DETAILS PURSUANT TO THE PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE

5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

a) The ratio of the remuneration of each director to the median remuneration of the employees of the company for thefinancial year 2015-16 as follows:

Sr.No.

Name of the Director/KMP Increase%

1 Mrs. Anju Timblo$ Nil2 Mr. Auduth Timblo NA3 Mr. V. P. Raikar NA4 Mr. Jamshed Delvadavala NA5 Mr. Shardul Thacker NA6 Mr. Reyaz Mama NA7 Mr. Raghunandan Maluste NA8 Mr. Apoorva Misra NA9 Mr. M.A. Hajare 71.44%10 Ms. Asmeeta Matondkar 34.15%

Sr.No.

Name of the Director Ratio of remuneration of directorto the Median remuneration

1 Mrs. Anju Timblo 17.30:12 Mr. Auduth Timblo N.A.3 Mr. V. P. Raikar N.A.4 Mr. Jamshed Delvadavala N.A.5 Mr. Shardul Thacker N.A.6 Mr. Reyaz Mama N.A.7 Mr. Raghunandan Maluste N.A.8 Mr. Apoorva Misra N.A.

b) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, CompanySecretary or Manager, if any, in the financial year 2015-16 as follows:

$ There has been no increase in the remuneration paid to the Managing Director & CEO for the financial year 2015-16.


26

C) The percentage increase in the median remuneration ofemployees (excluding resigned and employed part of the year)in financial year 2015-16

d) The number of permanent employees on the rolls of theCompany as on March 31, 2016

e) The explanation on the relationship between average increasein remuneration and performance of the Company

f) Comparison of the remuneration of the Key managerialPersonnel against the performance of the Company

(0.41)%

201 Employees

The increase in average remuneration of allemployees in the financial year 2015-16 as comparedto the financial year 2014-15 was11.70% (% excludesemployees resigned and employed part of the year).The turnover of the Company increased by 11.17%& profit before exceptional and extraordinary itemand tax increased by 38.99%The profit before exceptional and extraordinary itemand tax increased by 38.99% in 2015-16, comparedto 2014-15. The remuneration of KMPs is 1.21% ofthe total revenue.

g) Details of Share price and market capitalization;(i) The details of variation in the market capitalization and price earnings ratio as at the closing date of the current

and previous financial years are as follows:

2015-16 2014-15 IncreaseRs. Rs. %

Price Earnings Ratio 22.36 14.50 54.21Market Capitalization* 1,72,80,00,000 1,42,48,00,000 21.28*BSE closing share price considered

(ii) The Equity shares of the Company are listed on the Stock Exchanges since the year 1982. The closing tradedshare price on BSE Limited as on March 31, 2016 is Rs. 108/-.

h) Comparison of average percentage increase in salary of employees other than the key managerial personnel and thepercentage increase in the key managerial remuneration

Increase %Average Salary of all employees(other than Key Managerial Personnel) 11.70%Key Managerial PersonnelMD & CEO NilCFO 71.44%CS 34.15%

i) Key parameters for the variable component of remuneration to the Directors are decided by the Nomination and RemunerationCommittee.

(j) The ratio of the remuneration of the highest paid director to that of the employees during the year who are not directorsbut receive remuneration in excess of the highest paid director;Not Applicable

(k) Affirmation that the remuneration is as per the remuneration policy of the Company;Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it isaffirmed that the remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per theRemuneration Policy of your Company


27

(B) STATEMENT SHOWING PARTICULARS OF EMPLOYEES PURSUANT TO THE PROVISIONS OF SECTION 197(12) OFTHE COMPANIES ACT,2013 READ WITH RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES, 2014Persons employed for the full year ended March 31,2016 who were in receipt of the remuneration which in the aggregatewas not less than Rs. 60,00,000/- p.a.

Sr.No. EmployeeName

Designation GrossRemuneration*

(in Rupees)

Qualification Total Exp. InYrs.

Date ofcommencementof Employment

Age in Yrs. LastEmployer &Designation

Held

Not Applicable

There was no Person employed for the full year ended March 31,2016 who was in receipt of the remuneration which in theaggregate was not less than Rs. 60,00,000/- p.a.Persons employed for part of the year ended March 31,2016 who were in receipt of the remuneration which in the aggregate wasnot less than Rs. 5,00,000/- p.m.

There was no Person employed for the part of the year ended March 31, 2016 who was in receipt of the remuneration which inthe aggregate was not less than Rs. 5,00,000/- p.m.

Sr.No. EmployeeName

Designation GrossRemuneration*

(in Rupees)

Qualification Total Exp. InYrs.

Date ofcommencementof Employment

Age in Yrs. LastEmployer &Designation

Held

Not Applicable


28

Annexure F1. Preamble

1.1 The remuneration policy provides a framework forremuneration paid to the members of the Board ofDirectors (“Board”), Key Managerial Personnel(“KMP”) and the Senior Management Personnel(“SMP”) of the Company (collectively referred to as“Managers and Executives”). The expression ‘‘SeniorManagement’’ means personnel of the company whoare members of its core management team excludingBoard of Directors comprising all members ofmanagement one level below the executive directors,including the functional heads.

1.2 The policy would be reviewed every year by theNomination and Remuneration Committee of the Boardof Directors.

2. Aims & Objectives2.1 The aims and objectives of this remuneration policy

may be summarized as follows:2.1.1 To formulate a criteria for determining

qualifications, competencies, positive attributesand independence for the appointment of adirector(executive/non-executive) andrecommend to the Board policies relating toremuneration of directors, KMPs and otheremployees.

2.1.2 To formulate a criteria for evaluation ofperformance of all the directors on the Board;

2.1.3 To devise a policy on Board diversity.2.1.4 The remuneration policy aims to enable the

company to attract, retain and motivate highlyqualified members at the Managerial level topersue the Company’s long term growth.

2.1.5 The remuneration policy seeks to enable thecompany to provide a well-balanced andperformance-related compensation package,taking into account industry standards andperformance of the Company.

2.1.6 The remuneration policy will ensure thatremuneration to Directors and Executivesinvolves a balance between fixed and incentivepay reflecting short and long-term performanceobjectives appropriate to the working of thecompany and its goals.

3. Principles of remuneration3.1 Support for Strategic Objectives: Remuneration and

reward frameworks and decisions shall be developedin a manner that is consistent with, supports and

reinforces the achievement of the Company’s visionand strategy.

3.2 Transparency: The process of remunerationmanagement shall be transparent, conducted in goodfaith and in accordance with appropriate levels ofconfidentiality.

3.3 Internal equity: The Company shall remunerate theboard members and the Executives in terms of theirroles within the organisation. Positions shall beformally evaluated to determine their relative weightin relation to other positions within the Company.

3.4 External equity: The Company strives to pay anequitable remuneration, capable of attracting andretaining high quality personnel. Therefore theCompany will remain logically mindful of the ongoingneed to attract and retain high quality people and theinfluence of external remuneration pressures.

3.5 Performance-Driven Remuneration: The Companyshall entrench a culture of performance drivenremuneration through the implementation of thePerformance Incentive System.

3.6 Affordability and Sustainability: The Company shallensure that remuneration is affordable on a sustainablebasis.

4. Nomination and Remuneration Committee4.1 The Remuneration Committee of the Board of Directors

shall be reconstituted and re-named as Nominationand Remuneration Committee. Members of theCommittee shall be appointed by the Board and shallcomprise of three or more non-executive directors outof which not less than one-half shall be independentdirectors.

4.2 The Committee shall be responsible for4.2.1 Selection of Board of Directors and Managing

Director & CEO of the Company and SeniorManagement Executives.

4.2.2 Formulating framework for remuneration, termsof employment including service contracts,policy for and scope of pension arrangements,etc for Executives and reviewing it on a periodicbasis;

4.2.2 Formulate the criteria for determiningqualifications, positive attributes andindependence of a director and terms ofremuneration for the Directors.

4.2.3 Identifying persons who are qualified to becomedirectors and who may be appointed asExecutives in accordance with the criteria laiddown in this policy, recommend to the Board


29

their appointment and removal and carry outtheir evaluation.

4.2.4 Formulating terms for cessation of employmentand ensure that any payments made are fair tothe individual and the company, that failure isnot rewarded and that the duty to mitigate lossis fully recognised;

4.3 The Committee shall:4.3.1 review the ongoing appropriateness and

relevance of the remuneration policy;4.3.2 ensure that all provisions regarding disclosure

of remuneration, are fulfilled;4.3.3 obtain reliable, up-to-date information about

remuneration in other companies;4.3.4 ensure that no director or Executive is involved

in any decisions as to their own remuneration.4.3.5 review the terms of executive Directors' service

contracts from time to time.5. Procedure for selection and appointment of the Board

Members5.1 Board membership criteria

The Committee, along with the Board, reviews on anannual basis, appropriate skills, characteristics andexperience required of the Board as a whole and itsindividual members. The objective is to have a Boardwith diverse background and experience in business,academics, experience and insights in sectors areasrelevant to the Company, finance, economics, law andan ability to contribute to the Company’s growth.In evaluating the suitability of individual Boardmembers, the Committee takes into account educationaland professional background and personalachievements.In addition, Directors must be willing to devotesufficient time in carrying out their duties andresponsibilities effectively. They must have theaptitude to critically evaluate management’s workingas part of a team in an environment of collegiality andtrust.The Committee evaluates each individual with theobjective of having a group that best enables thesuccess of the Company’s business.

5.2 Selection of Board Members/ extending invitation toa potential director to join the BoardOne of the roles of the Committee is to periodicallyidentify competency gaps in the Board, evaluatepotential candidates as per the criteria laid above,ascertain their availability and make suitable

recommendations to the Board. The objective is toensure that the Company’s Board is appropriate at allpoints of time to be able to take decisionscommensurate with the size and scale of operations ofthe Company. The Committee also identifies suitablecandidates in the event of a vacancy being created onthe Board on account of retirement, resignation ordemise of an existing Board member. Based on therecommendations of the Committee, the Boardevaluates the candidate(s) and decides on the selectionof the appropriate member.In case of appointment of Independent Directors, theCommittee shall satisfy itself with regard to theindependent nature of the Directors vis-à-vis thecompany so as to enable the Board to discharge itsfunction and duties effectively.The Committee shall also ensure that the candidateidentified for appointment as a Director is notdisqualified for appointment under section 164 of theCompanies Act, 2013.The Board then makes an invitation (verbal / written)to the new member to join the Board as a Director. Onacceptance of the same, the new Director is appointedby the Board

6. Procedure for selection and appointment of Executivesother than Board Members6.1 The Committee shall actively liaise with the relevant

departments of the Company to study the requirementfor management personnel, and produce a writtendocument thereon;

6.2 The Committee may conduct a wide-ranging searchfor candidates for the positions of Employees withinthe Company, its associate companies and on thehuman resources market;

6.3 The professional, academic qualifications, professionaltitles, detailed work experience and all concurrentlyheld positions of the initial candidates shall becompiled as a written document;

6.4 A meeting of the Committee shall be convened, andthe qualifications of the initial candidates shall beexamined on the basis of the conditions forappointment of the Employees;

6.5 Before the selection of Employee, the recommendationsof and relevant information on the relevantcandidate(s) shall be submitted to the Board ofDirectors;

6.6 The Committee shall carry out other follow-up tasksbased on the decisions of and feedback from the Boardof Directors.


30

7. Compensation Structure(a) Remuneration to Non-Executive Directors:

The Non-executive Directors of the company are paidremuneration by way of sitting fees only for attendingthe meetings of the Board of Directors and itsCommittees. The sitting fees paid to the Non-executiveDirectors for attending meetings of Board of Directorsand Audit Committee is Rs. 10,000/- per meeting andRs.10,000 per meeting respectively.However, sitting fees for attending other Committeemeetings i.e. Nomination and Remuneration Committee,Shareholders Grievance Committee meeting, RiskManagement Committee, Corporate SocialResponsibility Committee is Rs. 5,000/- per meeting.No fees will be paid to the Independent Directors forattending a separate meeting of the IndependentDirectors. Beside the sitting fees they are also entitledto reimbursement of expenses. The Non-executiveDirectors of the Company are not paid any otherremuneration or commission.The sitting fees of the Non-executive Directors forattending meetings of Board of Directors and theCommittees of Board of Directors may be modified orimplemented from time to time only with the approvalof the Board in due compliance of the provisions ofCompanies Act, 2013.

(b) Remuneration to Executive Directors, KeyManagerial Personnel(s) (KMPs) & SeniorManagement Personnel (s) (SMPs):The Company has a credible and transparent frameworkin determining and accounting for the remuneration ofthe Managing Director / Whole Time Directors (MD/WTDs), Key Managerial Personnel(s) (KMPs) andSenior Management Personnel(s) (SMPs). Theirremuneration shall be governed by the externalcompetitive environment, track record, potential,individual performance and performance of the companyas well as industry standards. The remunerationdetermined for MD/WTDs, KMPs and SMPs aresubjected to the approval of the Board of Directors indue compliance of the provisions of Companies Act,2013. The remuneration for the KMP and the SMP atthe time of the appointment has to be approved by theBoard but any subsequent increments shall be approvedby the Managing Director of the Company as per theHR policy of the Company.Any increase in remuneration of an employee of aCompany incase related to the Managing Director orany other Director on the Board then the remuneration

shall be first approved by the Nomination &Remuneration Committee.A company shall appoint or re-appoint any person asits Managing Director and CEO for a term not exceedingfive years at a time. No re-appointment shall be madeone year earlier before the expiry.For the purpose of selection of the Managing Director& CEO, the Committee shall identify persons of integritywho possess relevant expertise, experience andleadership qualities required for the position and shalltake into consideration recommendation, if any, receivedfrom any member of the Board.The Committee must ensure that the incumbent fulfillssuch other criteria with regard to age and otherqualifications as laid down under the Companies Act,2013 or other applicable laws.Remuneration to Managing Director & CEOAt the time of appointment and re-appointment, theManaging Director & CEO shall be paid suchremuneration as may be mutually agreed between theCompany (which includes the Nomination &Remuneration Committee and the Board of Directors)and the Managing Director & CEO within overall limitsprescribed under the Companies Act, 2013.The remuneration of the Managing Director & CEOcomprises only of fixed component. The fixedComponent comprises salary and contribution toProvident Fund.The remuneration shall be subject to the approval ofthe Members of the Company in General meetings.As a policy, the Executive Directors are neither paidsitting fee nor any commission.An Independent Director shall hold office for a term ofupto five consecutive years on the Board of theCompany and will be eligible for re-appointment onpassing of a special resolution by the Company anddisclosure of such appointment in the Board’s Report.No Independent Director shall hold office for more thantwo consecutive terms, but such independent directorshall be eligible for appointment after the expiry of threeyears of ceasing to become a independent director.Provided that an independent director shall not, duringthe sad period of three years, be appointed in or beassociated with the Company in any other capacity,either directly or indirectly. However, if a person whohas served as an independent director for five years ormore in the Company on April 1, 2014 or such other dateas may be prescribed by the Committee as per regulatoryrequirement, he/she shall be eligible for appointment


31

for one more term of five years only.In-case of re-appointment of Non Executive Directors,the Board shall take into consideration the performanceevaluation of the Director and his/her engagement level.

8. Independed Director8.1 The Committee shall, in consultation with the

Independent Directors of the Company, prepare andsubmit this policy to the Board for its approval

8.2 The Independent Directors shall have power andauthority to determine appropriate levels ofremuneration of executive directors and Employees andhave a prime role in appointing and where necessaryrecommend removal of executive directors andEmployees.

8.3 The Independent Directors shall submit itsrecommendations/ proposals/ decisions to theCommittee which the Committee shall consult and taketo the Board of Directors.

Independent Director’s Familiarization ProgrammeRegulation 25(7) of SEBI (LODR) Regulations, 2015with the Stock Exchanges stipulates that the Companyshall familiarize the Independent Directors with theCompany, their roles, right, responsibilities in theCompany, nature of the industry in which Companyoperates, business model of the Company etc. throughvarious programmes.The Company has adopted the familiarizationprogramme for Independent Directors and the detailsof which are uploaded on the website of the Company-http://cidadedegoa.com/images/FamilirisationProgramme-for- IndependentDirectors.pdf

9. Board EvaluationThe Board shall follow a formal mechanism for evaluatingperformance of the directors individually, the evaluationof the overall Board, fellow Board members includingChairman of the Board as well as that of its Committees.The performance evaluation of Independent Directors mustbe done by the entire Board of Directors excluding theDirectors being evaluated . The evaluation process mustcover various aspects of the Board's functioning such ascomposition of the Board & Committees, experience andcompetences, performance of specific duties andobligations, governance issues, inflow of information,decision making, company's performance, company'sstrategy etc. on a scale of one to five. Feedback on eachdirectors from the fellow director shall be provided.Individual Directors including the Board Chairman'sevaluation shall be on parameters such as attendance,participation in Board and Committee meeting, contribution

at the meetings and meetings and otherwise, independentjudgment etc.

10. Board diversityThe Company recognizes and embraces the benefits of havinga diverse Board that possesses a balance of skills, experience,expertise and diversity of perspectives appropriate to therequirements of the business of the Company. The Companysees increasing diversity at Board level as an essential elementin maintaining a competitive advantage.

11. GeneralThe remuneration to be paid to the Managing director shallbe in accordance with the provisions of the CompaniesAct, 2013 and the rules made thereunder.Where any insurance is taken by the Company on behalf ofits managing director, Chief financial officer, the Companysecretary and any other employees for indemnifying themagainst any liability the premium paid on such insuranceshall not be treated as part of the remuneration payable toany such personnel.

12. Approval and publication12.1 This remuneration policy as framed by the Committee

shall be recommended to the Board of Directors forits approval.

12.2 This policy shall be hosted on the Company’s website.12.3 The policy shall form part of Director’s report to be

issued by the Board of Directors in terms ofCompanies Act, 2013.

13. Supplementary provisions13.1 This Policy shall formally be implemented from the date

on which they are adopted pursuant to a resolution ofthe Board of Directors.This policy is framed based on the provisions of theCompanies Act, 2013 and rules thereunder andRegulation 19(4) of SEBI (LODR) Regulations, 2015with the stock exchanges.Incase of any subsequent changes in the provisionsof the Companies Act, 2013 or any other regulationwhich makes any of the provisions in the policyinconsistent with the Act or regulations, the provisionsof the Act or regulations would prevail over the policy,and the provisions in the policy would be modified indue course to make it consistent with the law.

13.2 The right to interpret this Policy vests in the Board ofDirectors of the Company.

13.3 The policy shall be reviewed by the nomination andremuneration committee as and when changes need tobe incorporated in the policy due to changes inregulations as may be felt appropriate by thecommittee. Any change or modification in the policyas recommended by the committee would be given forthe approval of the Board.


32

Annexure GSECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31stMARCH, 2016

[Pursuant to section 204 (1) of the Companies Act, 2013and Rule No.9 of the Companies (Appointment and

Remuneration of Managerial Personnel Rules, 2014]

To,The Members,Fomento Resorts and Hotels LimitedCidade De Goa,Vainguinim Beach, Goa 403004I have conducted the secretarial audit of the compliance ofapplicable statutory provisions and the adherence to goodcorporate practices by Fomento Resorts and Hotels Limited(hereinafter called the 'Company'). Secretarial Audit wasconducted in a manner that provided me a reasonable basisfor evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.Based on my verification of the Company’s books, papers,minute books, forms and returns filed and other recordsmaintained by the company and also the information providedby the Company, its officers, agents and authorizedrepresentatives during the conduct of secretarial audit, Ihereby report that in my opinion, the company has, duringthe audit period covering the financial year ended on 31stMarch, 2016 ( hereinafter referred to as the “Audit Period”)generally complied with the statutory provisions listedhereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent,in the manner and subject to the reporting made hereinafter:I have examined the books, papers, minute books, forms andreturns filed and other records maintained by the Companyfor the financial year ended on 31st March, 2016 according tothe provisions of:i. The Companies Act, 2013 (the Act) and the rules made

there under;ii. The Securities Contracts (Regulation) Act, 1956 and the

rules made there under;iii. The Depositories Act, 1996 and the Regulations and Bye-

laws framed there under;iv. Foreign Exchange Management Act, 1999 and the rules

and regulations made there under to the extent of ForeignDirect Investment and Overseas Direct Investment(provisions not applicable to the Company during theAudit Period);

v. The following Regulations and Guidelines prescribedunder the Securities and Exchange Board of India Act,1992 (‘SEBI Act’):-a) The Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeovers)Regulations, 2011;

b) The Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations, 1992;

c) The Securities and Exchange Board of India (Issue ofCapital and Disclosure Requirements) Regulations,2009;

d) The Securities and Exchange Board of India(Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines, 1999 (Not applicableto the Company during the audit period);

e) The Securities and Exchange Board of India (Issueand Listing of Debt Securities) Regulations, 2008 (Notapplicable to the Company during the audit period);

f) The Securities and Exchange Board of India(Registrars to an Issue and Share Transfer Agents)Regulations, 1993 regarding the Companies Act anddealing with client;

g) The Securities and Exchange Board of India (Delistingof Equity Shares) Regulations, 2009; and

h) The Securities and Exchange Board of India (Buybackof Securities) Regulations, 1998 (Not applicable tothe Company during the audit period).

vi. The following laws and Regulations applicablespecifically to the Company (As per the representationsmade by the Company, viz.,a) Prevention of Food Adulteration Act, 1954b) Food Safety and Standards Act, 2006c) The Legal Metrology Act, 2009d) The Foreign Exchange Management Act (FEMA),

1999e) The Air (Prevention and Control of Pollution) Act,

1981f) The Water (Prevention and Control of Pollution) Act,

1974I have also examined compliance with the applicable clausesof the following.

i. Secretarial Standards issued by The Institute ofCompany Secretaries of India; and

ii. The Listing Agreements entered into by the Companywith Stock Exchanges.

During the period under review the Company has compliedwith the provisions of the Act, Rules, Regulations, Guidelines,Standards, etc. mentioned aboveI further report that -The Board of Directors of the Company is duly constitutedwith proper balance of Executive Directors, Non-ExecutiveDirectors and Independent Directors as prescribed. Thechanges in the composition of the Board of Directors thattook place during the period under review were carried out in


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compliance with the provisions of the Act.Adequate notice is given to all directors to schedule the BoardMeetings, agenda and detailed notes on agenda were sent atleast seven days in advance, and a system exists for seekingand obtaining further information and clarifications on theagenda items before the meeting and for meaningfulparticipation at the meeting.Majority decision is carried through while the dissentingmembers’ views are captured and recorded as part of theminutes during the audit period.I further report that there are adequate systems and processesin the company commensurate with the size and operationsof the company to monitor and ensure compliance withapplicable laws, rules, regulations and guidelines.

I further report that during the audit period the Companyhas -• Increased authorised capital from Rs.100 crores to Rs.300

crores;• approved issue on preferential basis 1,00,00,000 nos

7.5% cumulative non-convertible redeemable PreferenceShares of Rs.100/- each at par.

• approved under Section 180 of the Act borrowing uptoRs.500 Crores;

• amended/substituted the Articles of Association of theCompany incorporating the provisions of Companies Act,2013; and

• Stock Exchanges were informed, vide letter dated October30, 2015 that the earlier initiated delisting process hasbeen called off.

Place : Panaji, GoaDate : May 30, 2016

________________________Shivaram Bhat

Practising Company SecretaryACS No. 10454 & CP No. 7853

This Report is to be read with my letter of even date which isannexed as Annexure A and Forms an integral part of thisreport.

‘ANNEXURE A’(My report of even date is to be read along with this

Annexure.)

1. Maintenance of Secretarial record is the responsibilityof the management of the company. My responsibilityis to express an opinion on these secretarial recordsbased on my audit.

2. I have followed the audit practices and processes aswere appropriate to obtain reasonable assurance aboutthe correctness of the contents of the Secretarial records.The verification was done on test basis to ensure thatcorrect facts are reflected in secretarial records. I believethat the processes and practices I followed provide areasonable basis for my opinion.

3. I have not verified the correctness and appropriatenessof financial records and Books of Accounts of thecompany.

4. Where ever required, I have obtained the Managementrepresentation about the compliance of laws, rules andregulations and happening of events etc.

5. The compliance of the provisions of Corporate and otherapplicable laws, rules, regulations, standards is theresponsibility of management. My examination waslimited to the verification of procedures on test basis.

6. The secretarial Audit report is neither an assurance asto the future viability of the company nor of the efficacyor effectiveness with which the management hasconducted the affairs of the company.


_________________________Shivaram Bhat


ANNEXURE A’(My report of even date is to be read along with this

Annexure.)

1. Maintenance of Secretarial record is the responsibility ofthe management of the company. My responsibility is toexpress an opinion on these secretarial records based onmy audit.

2. I have followed the audit practices and processes as wereappropriate to obtain reasonable assurance about thecorrectness of the contents of the Secretarial records.The verification was done on test basis to ensure thatcorrect facts are reflected in secretarial records. I believethat the processes and practices I followed provide areasonable basis for my opinion.

3. I have not verified the correctness and appropriatenessof financial records and Books of Accounts of thecompany.

4. Where ever required, I have obtained the Managementrepresentation about the compliance of laws, rules andregulations and happening of events etc.

5. The compliance of the provisions of Corporate and otherapplicable laws, rules, regulations, standards is theresponsibility of management. My examination was limitedto the verification of procedures on test basis.

6. The secretarial Audit report is neither an assurance as tothe future viability of the company nor of the efficacy oreffectiveness with which the management has conductedthe affairs of the company.


________________________Shivaram Bhat



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MANAGEMENT DISCUSSION AND ANALYSIS1. Economic Overview:India has emerged as the fastest growing major economy in theworld as per the Central Statistics Organisation (CSO) andInternational Monetary Fund (IMF). According to the EconomicSurvey 2015-16, the Indian economy will continue to grow morethan 7 per cent in 2016-17 despite the uncertainties in the globalmarket.Foreign direct investment (FDI) in India have increased by 29per cent during October 2014-December 2015 period post thelaunch of Make in India campaign, compared to the 15-monthperiod before the launch.Under the Digital India initiative, the Government of Indiaannounced that all the major tourist spots like Sarnath, Bodhgayaand TajMahal will have a Wi-Fi facility. Besides, the Governmenthas started providing free Wi-Fi service at Varanasi ghats.Total private equity (PE) investments in India for 2015 reached arecord high of US$ 19.5 billion through 159 deals, according tothe PwC MoneyTree India report.According to The World Bank, India's per capita income isexpected to cross Rs 100,000 (US$ 1,505.4) in FY 2017 fromRs 93,231 (US$ 1,403.5) in FY 20162. Hospitality & Tourism Industry Overview:The Indian tourism and hospitality industry has emerged as oneof the key drivers of growth among the services sector in India.The third-largest sub-segment of the services sector comprisingtrade, repair services, hotels and restaurants contributed nearlyUS$ 187.9 billion or 12.5 per cent to the Gross Domestic Product(GDP) in 2014-15, while growing the fastest at 11.7 per centCompound Annual Growth Rate (CAGR) over the period 2011-12 to 2014-15. Tourism in India has significant potentialconsidering the rich cultural and historical heritage, variety inecology, terrains and places of natural beauty spread across thecountry. Tourism is also a potentially large employment generatorbesides being a significant source of foreign exchange for thecountry.The industry is expected to generate 13.45 million jobs acrosssub-segments such as Restaurants, Hotels and Travel Agents/Tour Operators. The Ministry of Tourism plans to help theindustry meet the increasing demand of skilled and trainedmanpower by providing hospitality education to students aswell as certifying and upgrading skills of existing serviceproviders.It is capable of providing employment to a widespectrum of job seekers, from the unskilled to the specialized,even in the remote parts of the country. The sector’s employment-generation potential has also been highlighted by the WorldTravel & Tourism Council (WTTC), which says India’s traveland tourism sector is expected to be the second-largest employerin the world, employing approximately 50 lakh people, directly orindirectly by 2019.

India has moved up 13 positions to 52nd rank from 65th in Tourism& Travel competitive indexThe factors that are responsible for the growth of this sector are:• Rising income in households• Increase in niche tourism such as eco-tourism, luxury

tourism and medical tourism• 100 percent FDI allowed through automatic route in hotel

and tourism sector• Diversity of the country attracts an ever increasing number

of tourists every year• Government initiatives in improvement of infrastructure like

airports, highways, ports and railways• India is a labour intensive country• India has been ranked as the fourth most preferred travel

destination by Lonely Planet selecting the country amongthe top five destinations from 167 countries.With the introduction of the E-Visa facility introduced inDecember 2014, there has been a significant increase in thenumber of FTAs into the country.

• The number of Foreign Tourist Arrivals (FTAs) has grownsteadily in the last three years reaching around 7.103 millionduring January–November 2015 (4.5 per cent growth).

• The number of FTAs in November 2015 was 8,15,000,registering an increase of 6.5 per cent over November 2014.

• Foreign Exchange Earnings (FEEs) from tourism duringJanuary-November 2015 were Rs 1,12,958 crore (US$ 16.94billion), registering a growth of 1 per cent over same periodlast year.

• The number of tourists arriving on e-Tourist Visa during themonth of October 2015 reached a total of 56,477 registering agrowth of 1987.9 per cent or ~21 times as compared to 2,705tourists in October 2014.

• Online hotel bookings in India are expected to double by2016 due to the increasing penetration of the internet andsmart phones.

3. Local Market Overview:As Goa is one of the airports that has been granted e-Visa facility,the state has recorded an increase in foreign tourists visiting thestate. Till November, 2015 the state attracted 4.2 million tourists,including 0.41 million foreign visitors.Goa's economic growth is driven by the strong performance ofindustrial sectors such as mining, tourism and pharmaceuticals.Goa has a well-developed social, physical and industrialinfrastructure and virtual connectivity The state has anestablished base for the pharmaceuticals industry and anemerging destination for knowledge-based industries such asbiotechnology and IT.The State Government of Goa is working on the new tourism


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policy with a vision of overall tourism development and to engagewith private players to invest and develop infrastructure in thestate.Some of the recent developments are:• Union ministry of home affairs (MHA) has identified five

islands in Goa, namely St George Island, Grande Island,Pequeno Island, Conco Island and Bhindo Island to carryout holistic development.

• Goa government has approved the Rs 981 crore (US$ 144.1million) proposal for Panaji Smart City which will have a majorfocus on eco-mobility, public transport system andimprovement of conservation zones.

4. Future Expansion Plans:Cidade de GoaThe civil and construction works are in progress to set up a 5star convention hotel consisting of 300 rooms at VainguinimBeach, Goa.Investment in hotel at AarvliThe civil and construction work is in progress for setting up a 5star (luxury) 32 room boutique resort at Aarvli, Sindhudurg,Maharashtra5. Financials: The turnover and the financial performance ofyour Company is as below:Revenues:Income has increased by 11% to Rs. 6,768.95 lakhs fromRs. 6,088.65 lakhs in the previous year. The room revenues roseby 8 % to Rs. 3,629.20 lakhs from Rs. 3,368.42 lakhs in the previousyear. The Food & beverage income increased by 8% toRs. 2,011.87 lakhs from Rs. 1,868.84 lakhs in the previous year.Expenditure:The total Operating expenditure increased by 2.5% toRs. 4,097.66 lakhs from Rs. 3,998.34 lakhs as against the previousyear.Earnings before Interest, Depreciation, tax and Amortisation(EBIDTA):EBIDTA registered an increase of 28% to Rs. 2,671.29 lakhs fromRs. 2,090.30 lakhs as against the previous year.Profit before Tax (before exceptional items):The PBT increased by 39% to Rs. 2,316.03 lakhs fromRs. 1,666.36 lakhs in the previous year.Profit after Tax (before exceptional items):The PAT increased by 30% to Rs. 1,405.24 lakhs from Rs. 1,082.78lakhs in the previous year.6. Risks and ConcernsThe risk and safety management system adopted by the Companywill enable the Company to identify problem areas with respect

to regulations, competition, business risk, development risks,investments, acquisition and retention of talent, health & safety.Business risk, inter- alia, further includes financial risk, politicalrisk, fidelity risk, legal risk, employee, guest, asset safety andsafety of community and to establish a prevention system tosafeguard the future.The adopted approach involves identification andcharacterization of threats, development of a safety policy, riskassessment, development and implementation of risk controlstrategies, consultation and training, followed by formulation,maintenance and review of strategies. The Principles of riskmanagement should:

• Create value• Be an integral part of the organizational process• Be part of the decision making process• Explicitly address uncertainty and assumptions• Be systematic and structured process• Be based on best available information• Capable of customization

The Board of Directors of the Company determines Company’stolerance for risk and is committed to a risk management systemthat balances the need to preserve long term values, prudentlymanages the hotel properties, maintain good relationships withstakeholders and facilitates a culture of innovation. TheCompany's risk management system is designed to assist theCompany to achieve its strategic and operational objectives withthe vision, strategy, processes, technology and governance ofthe Company and provides for:

a. appropriate levels of risk taking.b. an effective system for the management of risk.c. protection against incidents causing personal injury and

property damage.d. development of risk management and control plans to

reduce or minimize unforeseen or unexpected costse. ability to identify, prioritize and respond to risk in a

manner that maximizes opportunities.f. reliable financial reporting and compliance with laws,

regulations and standards.g. sound insurance management practice.h. protection of assets from planned and unplanned events

The risk management function is supported by the riskmanagement committee.RISK STRATEGYThe Company believes that risk cannot be eliminated. However,it can be:

• Transferred to another party, who is willing to take risk,say by buying an insurance policy or entering into a


36

forward contract• Reduced, by having good internal controls• Avoided, by not entering into risky businesses• Retained, to either avoid the cost of trying to reduce

risk or in anticipation of higher profits by taking onmore risk

• Shared, by following a middle path between retainingand transferring risk

For managing risk more efficiently, the Company would need toidentify the risks that it faces in trying to achieve its objectives.Once these risks are identified, these would need to be evaluatedto see which of them will have critical impact on the Companyand which of them are not significant enough to deserve furtherattention. As a matter of policy, these risks are assessed andsteps as appropriate are taken to mitigate the same.

RISK MANAGEMENT FRAMEWORKObjectives must be clearly defined before management canidentify potential risks affecting their achievement. Riskmanagement ensures that management has in place a process toset objectives and that the chosen objectives support and alignwith the entity’s mission and are consistent with its risk appetite.The objectives of the Company can be classified into:Strategic:

• Organizational Growth• Sustenance and growth of strong relationships with

guest/customers/clients/vendors.Operations:

• Consistent revenue growth• Consistent profitability growth• High quality hotel and guest services• Attract and retain quality, trained employees and

associates and augmenting their trainingReporting:

• Maintain high standards of Corporate Governance andpublic disclosure

Compliance:• Ensure stricter adherence to policies, procedures and

laws/rules/regulations/ standardsIn principle, risks always result as a consequence of activities oras a consequence of non-activities. Risk Management and RiskMonitoring are important in recognizing and controlling risks.The entirety of enterprise risk management is monitored andmodifications are made as necessary.Controlling of Risk/Risk mitigation is an exercise aiming to reducethe loss or injury arising out of various risk exposures.The Company adopts systematic approach to mitigate risks

associated with accomplishment of objectives, operations,development, revenues and regulations. The Company believesthat this would ensure mitigating steps proactively and help toachieve stated objectives.The Company has constituted a Risk management Committeewhich submits its report to the Audit Committee/ Board aboutthe measures taken for mitigation of Risk in the organization.The activities at all levels of the organization are considered inthe risk management framework. All these components areinterrelated and drive the Risk Management System with focuson three key elements, viz.1. Risk Assessment2. Risk Management3. Risk MonitoringRISK ASSESSMENTRisks are analyzed, considering likelihood and impact, as a basisfor determining how they should be managed. Risk Assessmentconsists of a detailed study of threats and vulnerability andresultant exposure to various risks.To meet the above stated objectives and for exploitingopportunities, effective strategies are evolved and as a part ofthis, key risks are identified and plans for managing the same arelaid out.RISK MANAGEMENT AND RISK MONITORINGIn risk management and monitoring, the probability of risk isestimated with available data/ information and appropriate risktreatments are worked out in the following areas:1. Economic Environment and Market conditionsThe hospitality industry is prone to impacts due to fluctuationsin the economy caused by changes in global and domesticeconomies, changes in local market conditions, excess hotel roomsupply, reduced international or local demand for hotel roomsand associated services, competition in the industry, governmentpolicies and regulations, fluctuations in interest rates and foreignexchange rates and other social factors. Since demand for hotelsis affected by world economic growth, a global recession couldalso lead to a downturn in the hotel industry.2. Socio-political risksIn addition to economic risks, the Company also faces risks fromthe socio-political environment and is affected by events likepolitical instability, conflict between nations, threat of terroristactivities, occurrence of infectious diseases, extreme weatherconditions and natural calamities, etc. which may affect the levelof travel and business activity.3. CompetitionThe Indian subcontinent and the state of Goa with vastopportunities and potential for high growth has become the focusarea of major international chains. Several of these chains have


37

established and others have their plans to establish hotels totake advantage of these opportunities. These entrants areexpected to intensify the competitive environment. The successof the Company will be dependent upon its ability to compete inareas such as room rates, quality of accommodation, servicelevel and convenience of location and also to some extent, thequality and scope of other amenities, including food and beveragefacilities.4. Revenue ConcentrationHigh concentration in any single business segment exposes theCompany to the risks inherent in that segment. The quest fordiversified activities within the existing realm of overallmanagement after due consideration of the advantages anddisadvantages of each activity is consistent with company policyof increasing business volumes with minimum exposure to unduerisks. Concentration of revenue from any particular brand orsegment of industry is sought to be minimized over the longterm by careful extension into other activities, particularly inareas where the Company has some basic advantage.To counter pricing pressures caused by strong competition, theCompany has been increasing operational efficiency andcontinues to take initiatives to move up the guest satisfactionscale besides cost reduction and cost control initiatives.5. Inflation and Cost StructureThe industry in general has a high operating leverage. Atorganizational level, cost optimization and cost reductioninitiatives are implemented and are closely monitored. TheCompany controls costs through budgetary mechanism and itsreview against actual performance with the key objective ofaligning them to the financial budgets. The focus on theseinitiatives will further inculcate across the organization theimportance of cost reduction and control.6. Financial Reporting RisksChanging laws, regulations and standards relating to accounting,corporate governance and public disclosure can createuncertainty for companies. These new or changed laws,regulations and standards may lack specificity and are subjectto varying interpretations. Their application in practice mayevolve over time, as new guidance is provided by regulatoryand governing bodies. This could result in continuinguncertainty regarding compliance matters and higher costs ofcompliance as a result of ongoing revisions to such corporategovernance standards.The Company is committed to maintaining high standards ofcompliances, corporate governance and public disclosure andcomplying with evolving laws, regulations and standards in thisregard would further help us address these issues.The Company has followed the Accounting Standard specifiedunder section 133 of the Companies Act, 2013 read with rule 7 ofthe Companies (Accounts) Rules, 2014, requires us to make

estimates and assumptions that affect the reported amount ofassets and liabilities, disclosure of contingent assets andliabilities at the date of our financial statements and the reportedamounts of revenue and expenses during the reporting period.Management bases its estimates and judgments on historicalexperience and on various other factors that are believed to bereasonable under the circumstances including consultation withexperts in the field, scrutiny of published data for the particularsector or sphere, comparative study of other available corporatedata, the results of which form the basis for making judgmentsabout the carrying values of assets and liabilities that are notreadily apparent from other sources. These may carry inherentreporting risks.7. Risk of Corporate accounting fraud:Accounting fraud or corporate accounting fraud are businessscandals arising out of misusing or misdirecting of funds,overstating revenues, understating expenses etc. The Companyinorder to mitigate this risk considers the following:

• Understanding the applicable laws and regulations• Conducting risk assessments• Instituting and monitoring code of conduct and Whistle

blower/vigil mechanism• Deploying a strategy and process for implementing the

new controls• Adhering to internal control practices that prevent

collusion and concentration of authority• Employing mechanisms for multiple authorization of key

transactions with cross checks• Scrutinizing of management information data to pinpoint

dissimilarity of comparative figures and ratios• Creating a favorable atmosphere for internal auditors in

reporting and highlighting any instances of even minornon-adherence to policies and Standard operatingprocedures and a host of other steps throughout theorganization.

8. Legal RiskLegal risk is the risk in which the Company is exposed to legalaction. As the Company is governed by various laws and has todo its business within four walls of law, where it is exposed tolegal risk exposure. Focus is to be given on evaluating the risksinvolved in a contract, ascertaining our responsibilities underthe applicable law of the contract, restricting our liabilities underthe contract, and covering the risks involved, so that adherenceto all contractual commitments can be ensured.Management places and encourages its employees to place fullreliance on professional guidance and opinion and discuss impactof all laws and regulations to ensure company’s total compliance.Advisories and suggestions from professional agencies andindustry bodies, etc. are carefully studied and acted upon where


38

relevant.The Company has established a compliance management systemin the organization and the quarterly compliance reports fromfunctional heads are taken and the non-compliances and delays,if any, are reported to the Audit Committee and the Board ofDirectors.9. Compliance with Local LawsThe Company is subject to additional risks related to complyingwith a wide variety of local laws, restrictions. The Company strivesto place robust process with the help of consultants to mitigateand minimize such compliance risk under municipal laws of theland.10. Quality and Project ManagementOur commitment towards total Quality Management is to forgethe Human Resources of our organization into a team thatpromotes continual improvement in quality of hotels and services.Considerable focus is given to adherence to targeted dates andcommitment to quality in every project and customer feedback isstudied by adopting various methods including personalinteraction, wherever required, during and after projectcompletion.11. Environmental Risk ManagementThe Company endeavors to protect the environment in all itsactivities, as a social responsibility and strives to avoid any situationcausing a risk to the environment and community at large.12. Human Resource ManagementThe Company’s Human Resources (HR) Department adds valueto all its hotel unit by ensuring that the right person is assignedto the right job and that they grow and contribute towardsorganizational excellence. Our growth has been driven by ourability to attract good quality talent and effectively engage themin right jobs.Risk in matters of human resources are sought to be minimizedand contained by following a policy of providing equalopportunity to every employee, inculcate in them a sense ofbelonging and commitment and also effectively train them inspheres other than their own specialization. Employees areencouraged to make suggestions on innovations, cost savingprocedures, free exchange of other positive ideas relating tohospitality industry etc. It is believed that a satisfied andcommitted employee will give his best and create an atmospherethat cannot be conducive to risk exposure.Employee-compensation is always subjected to fair appraisalsystems with the participation of the employee and is consistentwith job content, peer comparison and individual performance.Packages are inclusive of the proper incentives and take intoaccount welfare measures for the employee and his family.

We seek to provide an environment that rewards entrepreneurialinitiative and performance.RISKS SPECIFIC TO THE HOTEL AND THE MITIGATIONMEASURES1) Business dynamics: The key risk is variation of the

occupancy rates including seasonal occupancy rates.Risk mitigation measures:Based on experience gained from the past and by followingthe market dynamics as they evolve, the Company is ableto predict the demand during a particular period andaccordingly an advance operational policy is formed formaximum customer satisfaction and to mitigate anyconsequential losses.

2) Business Operations Risks: These risks relate broadly tothe Company’s organization and management, such asplanning, monitoring and reporting systems in the day today management process namely:• Organisation and management risks,• Time, cost and quality risks related to development,• Business interruption risks,• ProfitabilityRisk mitigation measures:• The Company functions under a well-defined

organization structure.• Flow of information is well defined to avoid any conflict

or communication gap between two or moreDepartments.

• Proper policies are followed in relation to maintenanceof inventories of raw materials, consumables.

• Effective steps are being taken to reduce cost ofservices without compromising on the quality of theservices on a continuing basis taking various changingscenarios in the market.

3) Credit Risks• Risks in settlement of dues by customers/travel agents• Provision for bad and doubtful debtsRisk Mitigation Measures:• Systems are put in place for assessment of

creditworthiness of customers/travel agents• Provision for bad and doubtful debts made to arrive at

correct financial position of the Company• Appropriate recovery management and follow up

4) Logistics RisksUse of outside contractual sources/vendorsRisk Mitigation Measures:


39

• Exploring possibility of an in-house or better logisticmechanism if the situation demands

5) Market Risks/Industry Risks• Demand and Supply Risks• Quantities, Qualities, Suppliers, lead time, interest rate

risks• Interruption in the supply of products for use in hotelsRisk Mitigation Measures:• Products are procured from different sources at

competitive prices• Alternative sources are developed for uninterrupted

supply• Demand and supply are external factors on which

company has no control, but however the Companymakes its plans from the experience gained in the pastand an on-going study and appraisal of the marketdynamics, movement by competition, economicpolicies and growth patterns of different segments ofusers of company’s services

• The Company takes specific steps to reduce the gapbetween demand and supply by expanding its customerbase, improvement in its product profile, deliverymechanisms, technical inputs and advice on variousaspects of de-bottlenecking procedures, enhancementof capacity utilization etc

• Proper inventory control systems have been put inplace

6) Human Resource RisksMitigation Measures:• Company has proper recruitment policy for recruitment

of personnel at various levels in the organization.Proper appraisal system for revision of compensationon a periodical basis is evolved

• Employees are trained at regular intervals to upgradetheir skills

• Labor problems are obviated by negotiations andconciliation

• Activities relating to the Welfare of employees areundertaken

• Employees are encouraged to make suggestions anddiscuss any problems with their Superiors

7) Disaster Risks• Natural risks like fire, floods, earthquakes, etc.

Risk Mitigation Measures:• The properties of the Company are insured against

natural risks, like fire, flood, earthquakes, etc. with

periodical review of adequacy, rates and risks coveredunder professional advice

• Fire extinguishers are placed at fire sensitive locations• First aid training is given to watch and ward staff and

safety personnel• Workmen of the Company are covered under ESI, EPF,

etc., to serve the welfare of the workmen8) IT System Risks

• System capability• System reliability• Data integrity risks• Coordinating and interfacing risks

Risk Mitigation Measures:• Maintenance department maintains, repairs and

upgrades the systems on a continuous basis withpersonnel who are trained in software and hardware

• Password protection is provided at different levels toensure data integrity

• Licensed software is being used in the systems• Company ensures “Data Security”, by having access

control/ restrictions9) Legal Risks

These risks relate to the following:• Contract Risks• Contractual Liability• Frauds• Judicial Risks• Insurance Risks• Health and Safety HazardsRisk Mitigation Measures:• A study of contracts with focus on contractual

liabilities, deductions, penalties and interest conditionsis undertaken on a regular basis. The Financedepartment and Legal team vets and finalizes all legaland contractual documents with legal advice fromLegal professionals/outside counsels as per therequirement.

• Internal control systems for proper control on theoperations of the Company to detect any frauds

• Insurance policies are audited to avoid any laterdisputes

• Timely payment of insurance and full coverage ofproperties of the Company under insurance

• Regular medical check-up of the employees located at


40

the hotels to avoid any cause, infection or spread etc.of any communicable diseases

10) Project Implementation Risk:The Company may be impacted by delays in implementationof project which would result in increasing project costand loss of potential revenue.Risk Mitigation measure:To mitigate the risk, the Company has in place anexperienced project team supported by the leading externaltechnical consultants and dedicated project managementteam. The Company will endeavour to complete its projectson time at optimal cost so as to maximize the profitability.

RISK TOLERANCE LEVELThe Company’s risk tolerance will always be limited by its focuson the need to maximize long term distributions and thefundamental long term value of its properties and services. TheCompany has adopted a risk management strategy that aims toidentify and minimize the potential for loss, while also maximizingstrategic opportunities for growth in enhanced service deliveryand profitability.ROLES AND RESPONSIBILITIES(a) Board responsibilityThe Board is responsible for the oversight of the risk managementframework. This includes: policies and procedures related to riskmanagement, risk profile, risk management and assessing theeffectiveness of risk oversight and management.(b) Audit CommitteeThe Audit Committee is responsible for advising the Board onrisk management and compliance management and to assist theBoard in fulfilling its risk management and oversightresponsibilities.(c) Risk Assessment CommitteeThe Risk Assessment Committee will drive the process of riskmanagement and report new risks or changes to existing risks tothe Audit Committee and will submit its half yearly report to theAudit Committee/ Board about the measures taken for mitigationof Risk in the organization.(d) Function Heads and Hotel General ManagerresponsibilityAll Function Heads, and the Hotel General Manager areresponsible to ensure that systems, processes and controls inthe Company and its hotels are in place to position identifiedrisk at an acceptable level.(e) Employee responsibilityAll employees of the Company must report any new risks orchanges to existing risks (if any) to their managers or supervisorsas soon as they become aware of the risk.

(f) External auditorThe external auditor is responsible for providing an independentopinion of the financial results of the Company. In undertakingthis role, the auditor also provides comments on the managementof risk and assists the Company in the identification of risk.REPORTINGThe Risk Management Committee must report new risks orchanges to existing risks to the Chairman of the Audit Committeeas soon as practicable after becoming aware of such risks. Theintended outcomes of the risk management programme include:

a) the establishment of a robust risk managementframework and internal control system that enhancesCompany’s ability to meet its strategic objectives;

b) improved operating performance and reliable internaland external reporting;

c) increased awareness and management of risk;d) compliance with policies and procedures and applicable

laws and regulations.7. Internal Controls:Your Company’s Internal Auditors carryout audit of thetransactions of the Company periodically, in order to ensure thatrecording and reporting are adequate and proper. The InternalAudit also verifies whether internal controls and checks &balances in the systems are adequate and proper. Correctiveactions for any weaknesses in the system that may be disclosedby the Audits are taken. The internal audit is based on anexhaustive list of parameters which identifies the critical issuesneeding immediate management attention. Processes arestrengthened as and where required.The Audit Committee of the Board reviews the importantobservations of the Internal Audit and suggests correctiveactions for the management to implement. The Internal Auditteam also assesses the risk facing the company, steps taken tomitigate the risk and holds discussions with the management onthe subject in order to create awareness of the risks and to takeappropriate actions for reducing the impact and frequency ofoccurrence of the risks.The Audit Committee of the Company meets periodically toreview and recommend quarterly, half-yearly and annual financialstatements of the Company. The Committee also holdsdiscussions with the internal auditors, statutory auditors andthe management on the matters relating to internal controls,auditing and financial reporting. The Committee also reviewswith the statutory auditors, the scope and observations of theaudits.Mystery audits and monitoring systems by an independentexternal auditor to ensure service parameters are as perinternational standards, are carried out periodically. Internallycross audits, total quality management and intensive trainings


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are conducted regularly.Guest feedback are taken up seriously and responded to within24 hours to ensure maximum guest delight and repeat business.8. Human Resources:As on March 31, 2016 the Company had 201 permanentemployees. We believe that our employees are our most importantassets. Therefore the competency development of our employeescontinues to be a key area of strategic for us through our Trainingand Development cell.We have a performance-linked compensation program that linkscompensation to individual performance as well as ourCompany’s performance.Recognition & CommunicationYour Company has inculcated the best practices of HumanResources to weigh its Human resources capital. An assessmentof every employee is done by his/her departmental head andalso an employee satisfaction survey is conducted periodically.Acts of excellence are recognized by displaying the names ofthe employees on the notice boards. Recognition system is beingfollowed to motivate the associates who excel in their servicestandards and reward them accordingly.Learning & DevelopmentThe Learning & Development department conducts trainingprogrammes for team members and executives at all levels inorder to fulfill the organisation’s commitment to continually addto the individuals skill sets and competencies thereby helpingeach individual to grow as a person and a professional.9. OutlookThe Indian hotel industry witnessed a huge influx of roominventory in the form of new hotels of existing local brands aswell as entry of International brands. This will put pressure onthe Average Room Rates and thus profitability. It will be anongoing task to keep net contributions positive.In the current challenging economic environment, leadinghospitality companies are leveraging social media and businessanalytic platforms to gain insight into customer preferences anddrivers of customer loyalty.10. Guest Experience:Your Company’s hotel ‘Cidade de Goa’ continues to offer highestconsistency in quality of service and style and provide warmhospitality and crisp & courteous service.Guest feedback is taken on regular basis and the hotel alwaystries to better its service standards. Introducing new serviceswhile improving the ones existing and product upgrades leadyour company’s hotel to offer their guests a truly memorableexperience.11. Sales & Marketing Initiatives:The Hotel constantly offers various holiday packages to groups

and families to ensure that Cidade de Goa gets its fair marketshare. The packages are structured in a way to attract maximumguests. It is pertinent to note that leisure still remains the coresegment for Goa tourism industry.The wedding and MICE segment has also been growingsubstantially. The hotel has tailor made packages on offer to tapthis market segment.12. Awards and Accolades:In fiscal 2016, the following awards were conferred:Tripadvisor – winner “Certificate of Excellence” for the year 2015for Cidade de Goa , unit of Fomento Resorts and Hotels LimitedTripadvisor – winner “Certificate of Excellence” for the year 2015for Café Azul13. Safety, Health And Environment:Your Company is giving utmost importance to safety, health andenvironment related issues. Safety is now the integral part of theculture at the work place. We continue to improve our safetystandards to maintain high awareness levels. The employees arecontinuously educated and trained to improve their awarenessand skills. Training cell is entrusted with the responsibility.All statutory requirements are being complied with. Periodicsafety audits are conducted to identify and eliminate possiblepotential causes of accidents. Medical checkup for the employeesis being conducted at the pre-employment stage and thereafterperiodical check-up is undertaken during the continuance of theemployment period. The company also adheres to various foodsafety standards and regular testing of its food products in itsin-house well equipped laboratory.Requirements of environmental acts and regulations are compliedwith. Monitoring and analysis of water is undertaken periodicallyto verify whether levels of environmental parameters are wellwithin the specific limit.14. Cautionary Statement:Statement in the Management Discussion and Analysisdescribing the Company’s objectives, projections, estimates andexpectations may be “forward looking statements” within themeaning of applicable securities law and regulations. Actualresults would differ materially due to impact of supply anddemand forces, price conditions in domestic and overseas market.As forward looking statements are based on certain assumptionsand expectations of future events over which the Companyexercises no control, the company cannot guarantee theiraccuracy nor can it warrant that the same will be realized by thecompany. The company assumes no responsibility to publiclyamend, modify or revise any forward looking statements on thebasis of any subsequent development or on event of any lossthat any investor may incur by investing in the shares of thecompany based on the” forward looking statements.”


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CORPORATE GOVERNANCE REPORT1. Company’s philosophy on Corporate GovernanceThe Company’s philosophy on Corporate Governance hasbeen developed with a tradition of fair and transparentgovernance even before they were mandated by legislation.Transparency, integrity, professionalism and accountabilitybased values form the basis of the Company’s philosophyfor Corporate Governance. The Company believes that goodCorporate Governance is a continuous process and strives toimprove the Corporate Governance practices to meetshareholder’s expectations. Your company has fulfilled all theexisting guidelines prescribed by the Securities and ExchangeBoard of India (SEBI) in chapter IV read with schedule V ofSEBI (Listing Obligations and Disclosures requirements)Regulations, 2015.Our corporate governance framework also ensures that wemake timely disclosures and share accurate informationregarding our financials and performance, as well as theleadership and governance of the Company.Our corporate governance philosophy is based on thefollowing principles:

• Corporate governance standards should satisfy boththe spirit of the law and the letter of the law.

• Ensure transparency and maintain a high level ofdisclosure

• Clearly distinguish between personal conveniencesand corporate resources

• Communication externally, and truthfully, about howthe Company is run internally

• Have a simple and transparent corporate structuredriven solely by business needs.

• The management is the trustee of the shareholders'capital and not the owner.

2. Board of Directors

As on March 31, 2016 the Company’s Board consisted ofEight Directors comprising a Managing Director and SevenNon- Executive Directors. Board consists of five independentDirectors. None of the Directors on the Board is a Member ofmore than Ten Committees and Chairman of more than FiveCommittees across all the companies in which he is a Director.The necessary disclosures regarding Committee positionshave been made by Directors.

Composition , Category of Directors and their otherdirectorship as on March 31, 2016.

Note:1. Mr. Auduth Timblo and Mrs. Anju Timblo are related to each other.2. Committee positions includes only Audit Committee and Stakeholders’ Relationship Committee of public limited Companieswhether listed or not excluding Fomento Resorts and Hotels Limited.

Name of the Director Category of Directorship No. of Directorship inother Public & Pvt. Ltd.Companies

Committee Positions*

Chairman Member

Mr. Auduth Timblo Chairman (Promoter & 7 Nil Nil 2112139DIN00181589 Non- Executive )Mrs. Anju Timblo Managing Director (Promoter Nil Nil Nil 9887629DIN00181722 & Executive)Mr. V. P. Raikar Independent Director 4 Nil Nil 6700DIN00739726 (Non – Executive)Mr. Jamshed Delvadavala Independent Director 5 Nil 2 NilDIN00047470 (Non – Executive)Mr. Shardul Thacker Independent Director 5 Nil 1 NilDIN00153001 (Non – Executive)Mr. Reyaz Mama Independent Director 3 Nil Nil NilDIN02130452 (Non – Executive)Mr. Raghunandan Maluste Independent Director 4 Nil Nil NilDIN01302477 (Non – Executive)Mr. Apoorva Misra Non Independent Director 9 Nil Nil NilDIN02722155 (Non – Executive)

Numbersof

SharesHeld


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Induction & Training of Board Members:On appointment, the concerned Director is issued a Letter of Appointment setting out in detail, the terms of appointment,duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through a formalinduction programme. The induction for Independent Directors include interactive sessions with the Functional Heads.Board Evaluation:One of the key functions of Board is to monitor and review the Board evaluation framework. Each Board member is requested tofollow a formal mechanism for evaluating performance of the directors individually , the evaluation of the Overall Board , FellowBoard Members including Chairman of the Board as well as that of its Committees. Feedback on each director is encouraged to beprovided as a part of the mechanism. The performance evaluation of Independent Directors is done by the entire Board ofDirectors excluding the Director being evaluated. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Board’s functioning such as composition of the Board & Committees, experience & competencies,performance of specific duties & obligations, governance issues , inflow of information, decision making , company’s performance,company strategy etc. on a scale of one to five. Individual Directors including the Board Chairman’s evaluation was on parameterssuch as attendance, participation in Board and Committee meetings, contribution at the meetings and otherwise, independentjudgement etc.Independent Directors were also evaluated on the below mentioned performance indicators:

- The ability to contribute to and monitor the Company’s Corporate governance practices- Active participation in long-term strategic planning- Commitment to the fulfillment of a director’s obligations and fiduciary responsibilities; these include participation in

Board and Committee meetings.Whistle Blower Policy:The Company has in place a Vigil mechanism for Directors and Employees. The details of Whistle Blower policy are set out inDirectors Report.Board Meetings, Annual general Meetings and Attendance during the year :The Board generally meets 5 times during the year. Additional meetings are held when necessary. During the year ended onMarch 31, 2016 the Board of Directors had 7 meetings. These were held on 30th May, 2015, August 14, 2015, September 26,2015, November 12, 2015, January 22, 2016, February 10, 2016 and March 18, 2016. The last Annual General Meeting (AGM) washeld on September 28, 2015. The attendance record of the Directors at the Board Meetings during the year ended on March 31,2016 and at the last AGM is as under:

Managing Director & CEO’s and Non –Executive Directors compensation and Disclosure:

Emoluments & benefits paid to Managing Director & CEO isRs. 40,32,000/- p.a. Non-Executive Directors who attend theBoard/Committee meetings are paid sitting fees. During theFinancial year a sum of Rs. 5,20,000/- has been paid as sittingfees for Board and other Committee Meetings.Separate Meeting of Independent Directors:Pursuant to Schedule IV of the Companies Act, 2013 and the

Rules made thereunder, the independent directors of theCompany shall hold atleast one meeting in a year, without theattendance of non-independent directors and members of theManagement. All the independent directors shall strive to bepresent at such meetings. The meeting shall review theperformance of non-independent directors and the Board asa whole, review the performance of the chairman of the boardtaking into account the views of the Executive director and

Name of the Director No. of Board Meetings held No. of Board Meetings attended Attendance at last AGM

Mr. Auduth Timblo 7 6 YesMrs. Anju Timblo 7 7 YesMr. V. P. Raikar 7 1 NoMr. Jamshed Delvadavala 7 7 YesMr. Shardul Thacker 7 3 NoMr. Reyaz Mama 7 5 NoMr. Raghunandan Maluste 7 7 NoMr. Apoorva Misra 7 6 No


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Non-executive directors.A separate meeting of the Independent Directors of theCompany was held on January 22, 2016 wherein IndependentDirectors Mr. Jamshed Delvadavala, Mr. RaghunandanMaluste, Mr. Shardul Thacker and Mr. Reyaz Mama metwithout any Non-Independent Directors and SeniorManagement Personnel. The performance of Non-IndependentDirectors (including Chairman) and the Board as a whole wasreviewed. The Independent Directors also reviewed thequality, content and timelines of the flow of informationbetween the Management and the Board and its Committeeswhich is necessary to effectively and reasonably perform anddischarge their duties.Availability of Information to Board members:The Board has unrestricted access to all Company relatedinformation, including that of the employees. At Boardmeetings, managers and representatives who can provideadditional insights into the items being discussed are invited.Regular updates provided to the Board include:

• Annual operating plans and budgets and updates• Quarterly results• Minutes of meetings of audit, nomination and

remuneration, risk management committee,stakeholders relationship committee, corporate socialresponsibility committees and abstracts of circularresolutions passed

• General notices of interest received from directors• Dividend data• Information on recruitment and remunerations of

senior officers below the Board level, includingappointment or removal of the Chief Financial Officerand Company Secretary, if any

• Materially important litigations, show cause, demand,prosecution and penalty notices

• Fatal or serious accidents, dangerous occurrence, andissues related to material effluents or pollution

• Any materially relevant defaults in financialobligations to and by the Company

• Any issue that involves possible public or productliability claims of a substantial nature

• Any significant development involving humanresource management

• Non-compliance, if any with any regulatory, statutoryor listing requirements, as well as shareholder services,such as non-payment of dividend and delays in sharetransfer

• Quarterly compliance reports and investor grievancereports

• Discussion with independent directors• Share transfers/transmissions

3. Audit CommitteeA) Qualified and Independent Audit CommitteeThe Company complies with section 177 of the Companies

Act, 2013 as well as requirement under the listing regulationspertaining to the Audit committee. Its functioning is as under:

• The Audit Committee presently consists of the fourIndependent Directors

• Majority of the Members of the Committee arefinancially literate and having the requisite financialmanagement expertise;

• The Chairman of the Audit Committee is anIndependent Director;

• The Chairman of the Audit Committee was present atthe last Annual General Meeting held on 28thSeptember, 2015.

B) Terms of referenceApart from all the matters provided in regulation 18 of SEBI(LODR)Requirements, 2015 and section 177 of the Companies Act, 2013,the Audit Committee reviews reports of the internal auditor, meetsstatutory auditors as and when required and discusses theirfindings, suggestions, observations and other related matters. Italso gives major accounting policies followed by the Company.C) Compositions, names of members and chairperson, its

meetings and attendanceThe Audit Committee consists of only Independent Directors.During the year Mr. Shardul Thacker was appointed as amember of the Audit Committee w.e.f. May 30, 2015 .Mr. V. P. Raikar, Director ceased to be a member of the AuditCommittee with effect from May 30, 2015.The details of its composition are as follows:Mr. Jamshed Delvadavala - ChairmanMr. Shardul Thacker - MemberMr. Reyaz Mama – MemberMr. Raghunandan Maluste – MemberDuring the year the audit committee met four times and requiredmembers were present in the meetings held on 30th May 2015,14th August 2015, 12th November 2015 and on 10th February2016.The attendance of each member at the Audit CommitteeMeetings is given below:

The Audit Committee meetings are attended by invitation bythe Managing Director & CEO, CFO, the Statutory Auditorsand the Internal Auditors and the Financial Controller: unitCidade de Goa.

Name of the Director Meetings Meetingsheld attended

Mr. Jamshed Delvadavala 4 4Mr. Shardul Thacker 4 2Mr. Reyaz Mama 4 2Mr. Raghunandan Maluste 4 4


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Company Secretary Ms. Asmeeta Matondkar is Secretary ofthe Committee.4. Nomination & Remuneration CommitteeThe Committee comprises of four Independent Directors.Brief description of terms of reference of RemunerationCommittee, inter alia are:a) Review the performance of the Managing Director, after

considering the company’s performance.b) Recommend to the Board remuneration including salary,

perquisite etc. to be paid to the Managing Director.c) To formulate criteria for determining qualifications,

positive attributes and independence of a director andrecommend to the Board a policy, relating to theremuneration for the directors and key managerialpersonnel and other employees.

d) To identify persons who are qualified to become Directorsand who may be appointed in Senior Management,recommend to the Board their appointment and removaland shall carry out evaluation of every director’sperformance.

e) Formulation of criteria for evaluation of IndependentDirectors and the Board.

f) Devising a policy on Board diversity.Remuneration to Managing Director & C.E.O and toNon-Executive Directors:Emoluments & benefits paid to Managing Director & CEO isRs. 40,32,000/- p.a. Non-Executive Directors who attend theBoard/Other Committee meetings are paid sitting fees. Duringthe Financial year a sum of Rs. 5,20,000/- has been paid as sittingfees for attending Board and other Committee Meetings.The Nomination & Remuneration Committee comprises offour Directors as under:Mr. Raghunandan Maluste – ChairmanMr. Reyaz Mama – MemberMr. Jamshed Delvadavala -MemberMr. Shardul Thacker - MemberCompany Secretary Ms. Asmeeta Matondkar is Secretary ofthe Committee.Notes: There has been no pecuniary relationship ortransactions other than above of the Non-Executive Directorsvis-à-vis the Company during the year under review.Directors other than Managing Director who attend Boardand Committee Meetings are paid sitting fees of Rs. 10,000 /-per Board meeting and Rs. 10,000/- per Audit Committeemeeting . A sitting fee of Rs. 5,000/- is paid for attending otherCommittee meetings.During the year under review no meeting was held of theNomination and Remuranation commitee.

Policy for Selection and Appointment of Directors and TheirRemuneration:The current policy is to have an appropriate mix of executive andindependent directors to maintain the independence of the Board,and separate its functions of governance and management. Ason March 31, 2016 the Board has 8 members consisting of oneexecutive or whole time director, 5 independent directors and 2non- executive directors. The policy of the Company on director’sappointment and remuneration, including criteria for determiningqualifications, positive attributes, independence of a director andother matters provided under sub-section (3) of Section 178 ofthe Companies Act, 2013, is appended as an Annexure to theBoard’s Report.The Nomination and Remuneration policy is available on ourwebsite, http://cidadedegoa.com/images/Nomination-and-Remuneration-Policy.pdfThe aims and objectives of this remuneration policy are asfollows:a. To formulate a criteria for determining qualifications,

competencies, positive attributes and independence for theappointment of a director(executive/non-executive) andrecommend to the Board policies relating to remuneration ofdirectors, KMPs and other employees.

b. To formulate a criteria for evaluation of performance of allthe directors on the Board;

c. To devise a policy on Board diversity.d. The remuneration policy aims to enable the company to

attract, retain and motivate highly qualified members at theManagerial level to persue the Company’s long term growth.

e. The remuneration policy seeks to enable the company toprovide a well-balanced and performance-relatedcompensation package, taking into account industrystandards and performance of the Company.

f. The remuneration policy will ensure that remuneration toDirectors and Executives involves a balance between fixedand incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company andits goals.

Procedure for selection and appointment of the Board MembersBoard membership criteriaThe Committee, along with the Board, reviews on an annual basis,appropriate skills, characteristics and experience required of theBoard as a whole and its individual members. The objective is tohave a Board with diverse background and experience in business,academics, experience and insights in sectors areas relevant tothe Company, finance, economics, law and an ability to contributeto the Company’s growth.In evaluating the suitability of individual Board members, theCommittee takes into account educational and professionalbackground and personal achievements.In addition, Directors must be willing to devote sufficient time incarrying out their duties and responsibilities effectively. Theymust have the aptitude to critically evaluate management’sworking as part of a team in an environment of collegiality andtrust.The Committee evaluates each individual with the objective of


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having a group that best enables the success of the Company’sbusiness.Selection of Board Members/ extending invitation to a potentialdirector to join the BoardOne of the roles of the Committee is to periodically identifycompetency gaps in the Board, evaluate potential candidates asper the criteria laid above, ascertain their availability and makesuitable recommendations to the Board. The objective is to ensurethat the Company’s Board is appropriate at all points of time to beable to take decisions commensurate with the size and scale ofoperations of the Company. The Committee also identifies suitablecandidates in the event of a vacancy being created on the Boardon account of retirement, resignation or demise of an existingBoard member. Based on the recommendations of the Committee,the Board evaluates the candidate(s) and decides on the selectionof the appropriate member.In case of appointment of Independent Directors, the Committeeshall satisfy itself with regard to the independent nature of theDirectors vis-à-vis the company so as to enable the Board todischarge its function and duties effectively.The Committee shall also ensure that the candidate identified forappointment as a Director is not disqualified for appointmentunder section 164 of the Companies Act, 2013.The Board then makes an invitation (verbal / written) to the newmember to join the Board as a Director. On acceptance of thesame, the new Director is appointed by the Board.Procedure for selection and appointment of Executives otherthan Board Membersa. The Committee shall actively liaise with the relevant

departments of the Company to study the requirement formanagement personnel, and produce a written documentthereon;

b. The Committee may conduct a wide-ranging search forcandidates for the positions of Employees within theCompany, its associate companies and on the humanresources market;

c. The professional, academic qualifications, professional titles,detailed work experience and all concurrently held positionsof the initial candidates shall be compiled as a writtendocument;

d. A meeting of the Committee shall be convened, and thequalifications of the initial candidates shall be examined onthe basis of the conditions for appointment of theEmployees;

e. Before the selection of Employee, the recommendations ofand relevant information on the relevant candidate(s) shallbe submitted to the Board of Directors;

f. The Committee shall carry out other follow-up tasks basedon the decisions of and feedback from the Board of Directors.

Compensation Structure(a) Remuneration to Non-Executive Directors:The Non-Executive Directors of the company are paidremuneration by way of sitting fees only for attending themeetings of the Board of Directors and its Committees. The

sitting fees paid to the Non-Executive Directors for attendingmeetings of Board of Directors and Audit Committee isRs. 10,000/- per meeting respectively. However, sitting feesfor attending other Committee meetings i.e. Nomination andRemuneration Committee, Shareholders Grievance Committeemeeting, Risk Management Committee and Corporate SocialResponsibility Committee is Rs. 5,000/- per meeting. No feeswill be paid to the Independent Directors for attending aseparate meeting of the Independent Directors. Beside thesitting fees the Directors are also entitled to reimbursementof expenses. The Non-Executive Directors of the Companyare not paid any other remuneration or commission.The sitting fees of the Non-Executive Directors for attendingmeetings of Board of Directors and the Committees of Boardof Directors are modified or implemented from time to timeonly with the approval of the Board in due compliance of theprovisions of Companies Act, 2013.(b) Remuneration to Executive Directors, Key ManagerialPersonnel(s) (KMPs) & Senior Management Personnel (s)(SMPs):The Company has a credible and transparent framework indetermining and accounting for the remuneration of theManaging Director / Whole Time Directors (MD/WTDs), KeyManagerial Personnel(s) (KMPs) and Senior ManagementPersonnel(s) (SMPs). Their remuneration shall be governedby the external competitive environment, track record,potential, individual performance and performance of thecompany as well as industry standards. The remunerationdetermined for MD/WTDs, KMPs and SMPs are subjected tothe approval of the Board of Directors in due compliance ofthe provisions of Companies Act, 2013. The remuneration forthe KMP and the SMP at the time of the appointment has tobe approved by the Board but any subsequent incrementsshall be approved by the Managing Director of the Companyas per the HR policy of the Company.Any increase in remuneration of an employee of a Companyincase related to the Managing Director or any other Directoron the Board then the remuneration is first approved by theNomination & Remuneration Committee.A company shall appoint or re-appoint any person as itsManaging Director and CEO for a term not exceeding fiveyears at a time. No re-appointment shall be made one yearearlier before the expiry.For the purpose of selection of the Managing Director & CEO,the Committee shall identify persons of integrity who possessrelevant expertise, experience and leadership qualities requiredfor the position and shall take into considerationrecommendation, if any, received from any member of theBoard.The Committee must ensure that the incumbent fulfills suchother criteria with regard to age and other qualifications aslaid down under the Companies Act, 2013 or other applicablelaws.Remuneration to Managing Director & CEOAt the time of appointment and re-appointment, the Managing


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Director & CEO shall be paid such remuneration as may bemutually agreed between the Company (which includes theNomination & Remuneration Committee and the Board ofDirectors) and the Managing Director & CEO within overalllimits prescribed under the Companies Act, 2013.The remuneration of the Managing Director & CEO consistsonly of fixed components. The fixed component comprisessalary and contribution to Provident Fund.The remuneration shall be subject to the approval of theMembers of the Company in General meetings.As a policy, the Executive Directors are neither paid sittingfee nor any commission.An Independent Director shall hold office for a term of uptofive consecutive years on the Board of the Company and willbe eligible for re-appointment on passing of a specialresolution by the Company and disclosure of suchappointment in the Board’s Report.No Independent Director shall hold office for more than twoconsecutive terms, but such independent director shall beeligible for appointment after the expiry of three years ofceasing to become a independent director. Provided that anindependent director shall not, during the sad period of threeyears, be appointed in or be associated with the Company inany other capacity, either directly or indirectly. However, if aperson who has served as an independent director for fiveyears or more in the Company on April 1, 2014 or such otherdate as may be prescribed by the Committee as per regulatoryrequirement, he/she shall be eligible for appointment for onemore term of five years only.In-case of re-appointment of Non Executive Directors, theBoard shall take into consideration the performanceevaluation of the Director and his/her engagement level.Independent Director's Familiarization ProgrammeRegulation 25(7) of SEBI (LODR) Regulations, 2015 with theStock Exchanges stipulates that the Company shall familiarizethe Independent Directors with the Company, their roles,right, responsibilities in the Company, nature of the industryin which Company operates, business model of the Companyetc. through various programmes.The Company has adopted the familiarization programme forIndependent Directors and the details of which are uploadedon the website of the Company -http://cidadedegoa.com/images/FamilirisationProgramme-for-IndependentDirectors.pdfDuring the year under review there has been no familiarizationprogramme conducted since there is no newly appointedIndependent Director on Board and the same was resolvedby the Independent Directors at their separately held meeting.Further at the time of appointment of an independent director,the Company issues a formal letter of appointment outliningthe role, function, duties and responsibilities. The format isavailable on our website (http://www.cidadedegoa.com/images/draft-letter-of-appointment-for-independent-

directors.pdf).5. Stakeholders Relationship CommitteeThe terms of reference of the Stakeholders RelationshipCommittee is to specifically look into the redressal ofgrievances of shareholders and other security holders. TheCommittee shall consider and resolve the grievances of thesecurity holders of the company including complaints relatedto transfer of shares, non-receipt of balance sheet, non-receiptof declared dividends etc.Information related to transfer of unclaimed dividend to IEPFand Un-claimed Dividend are provided separately undershareholders information.The Committee comprises of three Directors as under:Mr. Shardul Thacker – ChairmanMr. Reyaz Mama – MemberMrs. Anju Timblo – MemberName and Designation of Compliance officer-Ms. Asmeeta Matondkar, Company SecretaryDuring the year, 10 complaints were received fromshareholders and investors. All the complaints have beenresolved to the satisfaction of the complainants and noinvestor complaint was pending at the beginning or at theend of the year. The Company has acted upon all validrequests for share transfer received during 2015-16 and nosuch transfer is pending.All the share transfers and transmissions are placed beforethe Board for information and noting. The Board hasexpressed satisfaction with the Company’s performance indealing with investor grievances and its share transfer system.Pursuant to Regulation 40(9) of the SEBI (LODR) Regulations,2015 a certificate on half yearly basis confirming duecompliance of share transfer formalities by the Company fromPracticing Company Secretary has been submitted to the StockExchanges within stipulated time.6. Corporate Social Responsibility CommitteeThe Company over the years have been striving to achieve afine balance of economic, environmental and socialimperatives. The Company’s CSR is not l imited tophilanthropy, but strives for economic development thatpositively impacts the society at large, by promotingeducation, providing health care & destitute care andsustainability related initiatives.Composition of CSR committee, terms of reference, itsmeetings and attendance :(A) Composition:The Committee comprises of Mr. Reyaz Mama, an IndependentDirector as the Chairman of the Committee andMr. Shardul Thacker, Mr. Jamshed Delvadavala, IndependentDirectors and Mrs. Anju Timblo, Managing Director & CEOas other members of the Committee. The Company Secretary,acts as the Secretary to the Committee.


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(B) Terms of Reference:(i) To formulate and recommend to the Board, a CSR Policy

and the activities to be undertaken by the Company asper Schedule VII of the Companies Act, 2013;

(ii) To recommend amount of expenditure on CSR activities;(iii) To monitor CSR activities of the Company.During the year the Committee met two times on August 14,2015 and March 18, 2016.The attendance of each member at the Meetings is givenbelow:

The CSR policy of the Company is available on our website,http://www.cidadedegoa.com/images/CSR/-Policy-of-Fomento.pdf7. Risk Management Committee:The Risk Evaluation and Management is an ongoing processwithin the Organisation. The Company has a robust riskmanagement framework to identify, monitor and minimize risks.The Risk Management Committee consists ofMr. Jamshed Delvadavala, Independent Director as theChairman of the Committee. Mr. Reyaz Mama, IndependentDirector, Mr. Raghunandan Maluste , Independent Director,Mrs. Anju Timblo, Managing Director & CEO, Mr. M.A. Hajare,Chief Financial Officer and Mr. Satish Agrahar, FinancialController as the other members of the Committee.The Company Secretary acts as the Secretary to theCommittee.The objective is to establish a framework, monitor the riskmanagement plan of the Company and ensure itsimplementation. To lay down procedures for risk assessmentand minimization and to identify, evaluate and mitigateoperational, strategic and environmental risks.The roles and responsibilities of the Risk ManagementCommittee includes monitoring and review of riskmanagement plan on a half yearly basis and reporting thesame to the Board of Directors, in addition to any other termsas may be referred by the Board of Directors, from time totime.The Enterprise Risk Management (ERM) framework of theCompany encompasses practice relating to the identification,assessment, monitoring and mitigation of strategic,operational and external environment risks to achieve keybusiness objective. ERM framework of the Company seeks tominimize the adverse impact of risks to key businessobjectives and enables the company to leverage marketopportunities effectively. The Company’s risk management

practices seek to sustain and enhance the long-termcompetitive advantage of the Company.During the year the Committee met two times onAugust 14, 2015 and February 10, 2016.The attendance of each member at the Meetings is givenbelow:

The Committee reviewed the Company’s risk managementpractices and activities on half yearly basis. This includesreview of risks to the achievement of key business objectivescovering growth, profitability, operational excellence andactions taken to address these risks. The Committee alsoreviewed the risk related to the Company and discussedpriorities of risk mitigation. The Committee shared regularupdates with the Board regarding all aspects of riskmanagement. While acknowledging the competitive nature ofthe business environment, the committee believes that theCompany’s risk framework, along with risk assessment,monitoring, mitigation and reporting practices, is adequate toeffectively manage the foreseeable material risks. Inconclusion, the Committee is sufficiently satisfied that it hascomplied with its responsibilities as outlined in the risk andstrategy committee policy.8. CEO/CFO certification:As required by SEBI (Listing Obligations and DisclosureRequirements) Regulation, 2015 the CEO and CFO certificationis provided in this Annual Report.9 . Disclosures

a) The Board has received disclosures from keymanagerial personnel relating to material, financialand commercial transactions that they and/or theirrelatives do not have personal interest. There are nomaterially significant related party transactions madeby the Company with its promoters, directors, seniormanagement or relatives etc, which may havepotential conflict with the interest of the Company atlarge. The Company has formulated a policy onmateriality of Related Party Transactions. The policyis also available on the website of the Company(weblink: http://www.cidadedegoa.com/images/Related-Party-transactions-Policy-of-Fomento.pdf)

b) Incorporated in the Annual Report are the disclosuresof transactions with related parties in compliance withAccounting Standard AS-18.

c) The company has complied with the requirements ofthe Stock Exchanges, SEBI, Ministry of Companyaffairs and other statutory authorities on all mattersrelating to capital markets during the last three years.

Name of the Director Meetings held Meetings attendedMr. Reyaz Mama 2 2Mr. Shardul Thacker 2 1Mr. Jamshed Delvadavala 2 2Mrs. Anju Timblo 2 2

Name of the Director Meetings held Meetings attendedMr. Jamshed Delvadavala 2 2Mr. Reyaz Mama 2 1Mr. Raghunandan Maluste 2 2Mrs. Anju Timblo 2 2Mr. M. A. Hajare 2 1Mr. Satish Agrahar 2 2


49

No penalties or strictures have been imposed on theCompany by the Stock Exchange, SEBI, Ministry ofCompany Affairs or other statutory authorities relatingto the above during the last three years.

d) The Directors and other identified persons haveobserved and complied with the requirements of theCode of Conduct of the Company and regulation forPrevention of Insider Trading in Equity Shares of theCompany in accordance with the Securities andExchange Board of India (Prohibition of InsiderTrading) Regulations, 1992.

e) The Board of Directors every half yearly reviews theRisk Management strategy of the company to ensurethe effectiveness of the Risk Management policy andprocedure.

f) Statutory Auditor have certified that the Companyhas compiled with the conditions of CorporateGovernance. This certificate will be sent to the StockExchanges along with the Annual Report of theCompany.

g) The Company has a Risk Management policy, thekey risks associated with the business of theCompany and the measures taken to minimize the sameare discussed in Management Discussion & AnalysisReport.

h) During the year ended March 31, 2016 the Companydoes not have any material listed/unlisted subsidiarycompanies. However, the Company has in place apolicy for determining “material subsidiary” and thesame is disclosed on the Company’s website.

i) The Independent Directors have confirmed that theymeet the criteria of “Independence” as laid down in

section 149(6) of the Companies Act,2013.j) The financial statements of the Company have been

prepared in accordance with the AccountingStandards notified under section 133 of theCompanies Act, 2013 read with Rule 7 of theCompanies (Accounts) Rules, 2014. The Accountingpolicies adopted in the preparation of the financialstatements are consistent with those followed in theprevious year.

10. Discretionary Requirements under SEBI (Listing ofObligations and Disclosure) Regulations, 2015

The status of compliance with discretionary requirements asprovided under SEBI (LODR) Regulations, 2015 with StockExchanges is provided below:1. Non-Executive Chairman’s Office: Chairman’s office is

separate from that of the Managing Director & CEO. Theexpenses related to Chairman’s office are not met by theCompany.

2. Shareholder Rights: As the quarterly and half yearlyfinancial statements are published in the newspapers andare posted on the Company’s website, the same are notbeing sent to the shareholders.

3. Modified Opinion(s) in audit report: The Company’sfinancial statement for the year ended March 31, 2016does not contain any audit qualification.

4. Separate posts of Chairman and CEO: Mr. Auduth Timblois the Non-Executive Chairman and Mrs. Anju Timblo isthe Managing Director & CEO of the Company.

5. Reporting of Internal Auditor: The Internal Auditorreports to the Audit Committee.

11 . General Body MeetingsLocation Date TimeCidade de Goa, Vainguinim Beach, Goa - 403004 28th September, 2015 4:00 p.m.Cidade de Goa, Vainguinim Beach, Goa - 403004 27th September, 2014 4.00 p.m.Cidade de Goa, Vainguinim Beach, Goa - 403004 30th September, 2013 4.00 p.m.

Special Resolutions:Special Resolutions passed in the Annual general Meetings held during last three financial years are as follows:

a. Special Resolution passed at the Annual NilGeneral Meeting held on September 30, 2013

b. Special Resolution passed at the Annual General a. Appointment of Mr. Jamshed Delvadavala as anMeeting held on September 27, 2014 Independent Director

b. Appointment of Mr. Reyaz Mama as an Independent Directorc. Appointment of Mr.V.P. Raikar as an Independent Directord. Issue of Preference Sharese. Arrangement with Related Partyf. Renting of premises to Companies in which Directors are

interestedg. To increase the Borrowing powers of the Board of Directorsh. Creation of Charge

c. Special Resolution passed at the Annual General To approve consolidation of limits sanctioned forMeeting held on September 28, 2015 arrangements/transactions with Related Party


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12. Postal BallotThe Company has obtained the approval of the shareholders through voting by postal ballot dated November 23, 2015 in termsof provisions of section 110 of the Companies Act, 2013 read with the applicable rules of the Companies (Management andAdministration) Rules, 2014 and passed the following Special Resolutions:

1. Alteration of Capital Clause in the Articles of Association of the Company.2. Issue and Allotment of Preference shares3. Borrowing powers of the Board of Directors4. Creation of Charge5. Alteration of Articles of Association of the Company

Voting Pattern and Procedure for Postal Ballot:1. The Board of Directors of the Company, had appointed Mr. Shivaram Bhat as the Scrutinizer for conducting the Postal

Ballot voting process at their meeting held on September 26, 2015.2. The Company had completed the dispatch of the Postal Ballot notice dated September 26, 2015 together with the

Explanatory Statement on October 21, 2015 along with Forms and Postage Prepaid Business Reply Envelopes to all theshareholders whose name(s) appeared on the Register of Members/List of Beneficiaries as on September 29, 2015.

3. The voting under the Postal Ballot was kept open from October 22, 2015 to November 20, 2015.4. Particulars of Postal Ballot Forms received from the Members using the Electronic platform of NSDL were entered in a

register separately mentioned for the purpose.5. The Postal Ballot forms were kept under safe custody in sealed and tamper proof ballot boxes before commencing

scrutiny of such postal ballot forms.6. All Postal Ballot forms received/receivable upto the close of working hours on November 20, 2015 the last date and

time fixed by the Company for receipt of the forms, had been considered for scrutiny.7. Envelopes containing Postal Ballots forms received after close of business hours on November 20, 2015 had not been

considered for his scrutiny.8. On November 23, 2015 Mrs. Anju Timblo, Managing Director & CEO of the Company declared the following results of

the Postal Ballot as per the Scrutinizers report.

Resolution Assent Dissent Invalid TOTAL

No ofShare

holdersvoted

No ofShares

% No ofShare

holdersvoted

No ofShares

% No ofShare

holdersvoted

No ofShares

% No ofShare

holdersvoted

No ofShares

%

Alteration of capital 121 1,53,08,606 99.95 9 1,100 0.01 16 6,100 0.04 146 1,53,15,806 100clause in the Articlesof Association of theCompany

Issue and Allotment 116 1,52,93,765 99.95 13 1450 0.01 17 6,750 0.04 146 1,53,01,965 100of Preference shares

Borrowing powers of 122 1,53,08,680 99.95 8 926 0.01 17 6,300 0.04 147 1,53,15,906 100the Board of Directors

Creation of Charge 118 1,53,08,259 99.95 11 1,050 0.01 17 6,300 0.04 146 1,53,15,609 100

Alteration of Articles 113 1,53,07,559 99.95 9 1,147 0.01 23 7,050 0.04 145 1,53,15,756 100of Association of theCompany

None of the resolutions proposed for the ensuing Annual General Meeting is required to be passed by Postal Ballot


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13. General Shareholders Information1. Annual General MeetingDate: September 23, 2016Time: 4:00 p.m.Venue: Cidade de Goa, Vainguinim Beach, Goa – 4030042. Financial Year 2016-17

For the year ending March 31, 2017 the results will be announced as per the tentative Schedules below:

3. Dates of Book ClosureThe Register of Members and share Transfer Register will remain closed for a period of 7 days from Friday 26th August 2016 toThursday 1st September, 2016 (both days inclusive).

4. Dividend Payment Date:Dividend will be paid within 30 days of the approval of the same in the Annual General Meeting.

5. Market Price DataStock High/Low price and performance in comparison to broad-based indices viz., BSE Sensex is as under:

Particulars DateFirst Quarter Results On or before August 14, 2016Second Quarter Results On or before November 14, 2016Third Quarter Results On or before February 14, 2017Audited Annual Results On or before May 30, 2017

Month BSE Index Fomento on BSEHigh Low High Low

Apr – 15 29094.61 26897.54 102.00 85.00May – 15 28071.16 26423.99 125.00 90.50Jun – 15 27968.75 26307.07 108.00 85.00Jul – 15 28578.33 27416.39 112.00 87.10Aug – 15 28417.59 25298.42 103.95 86.35Sep - 15 26471.82 24833.54 105.00 87.30Oct – 15 27618.14 26168.71 109.00 92.00Nov – 15 26824.30 25451.42 120.25 82.00Dec – 15 26256.42 24867.73 146.70 117.00Jan – 16 26197.27 23839.76 148.90 114.00Feb – 16 25002.32 22494.61 139.40 93.50Mar - 16 25479.62 23133.18 120.80 96.00

6. Means of CommunicationQuarterly Result Published in newspaper

News papers in which normally published The Navhind Times,The Free press Journal (in English) andNavprabha, Navshakti (in Marathi)

Any website, where displayed www.cidadedegoa.comwhether it also displays official news release YesThe Presentation made to institutional investors NAor to the Analysts


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3. Registrar and Share Transfer AgentsBigshare Services Private LimitedUnit: Fomento Resorts and Hotels LimitedE/2, Ansa Industrial Estate, Saki-Vihar Road,Sakinaka – Andheri (E),Mumbai – 400072Phone No. 022-40430200Fax No. 022-28475207Email id: [email protected]: www.bigshareonline.com

Name and Address of the Stock Exchange Stock CodeBombay Stock Exchange Limited 503831Phiroze jeebhoy Towers,Dalal Street, Mumbai - 400 001, Maharashtra.Ahmedabad Stock Exchange Limited 17410Kamdhenu Complex, Panjara Pole,Ambawadi, Ahmedabad - 380015, Gujrat.ISIN Number for NSDL/CDSL INE241E01014

The listing fees for the Financial Year 2016-17 to both the StockExchanges have been paid.

Shareholders Information:1. Unclaimed dividend

Section 205A of the Companies Act, 1956 and Section 124 of the Companies Act, 2013, mandates that companies transferdividend that has been unclaimed for a period of seven years from the unpaid dividend account to the Investor Education andProtection Fund (IEPF). The details are as under:

Year Type of Dividend Dividend per share Date of declaration Due date for transfer Amount*2008-2009 Final 1.50 Sept 29, 2009 Nov 03, 2016 Rs. 2,54,568/-2009-2010 Final 1.50 Sept 20, 2010 Oct 25, 2017 Rs. 2,73,258/-2010-2011 Final 1.00 Sept 29, 2011 Nov 03, 2018 Rs. 1,84,400/-2011-2012 Final 1.00 Sept 29, 2012 Nov 03, 2019 Rs. 2,16,061/-2012-2013 Final 1.00 Sept 30, 2013 Nov 04, 2020 Rs. 2,30,524/-2013-2014 Final 1.00 Sept 27, 2014 Nov 01, 2021 Rs. 2,15,862/-2014-2015 Final 1.00 Sept 28, 2015 Nov 02, 2022 Rs. 2,54,449/-

*Amount unclaimed as on March 31, 2016

Dividend remitted to IEPF during last three financial years:Financial Year Amount2015 - 2016 Rs. 2,49,159/-2014 - 2015 Rs. 2,66,349/-2013 - 2014 Rs. 2,62,545/-

2. Listing on Stock Exchange


53

Sr. No. Category (Shares) From - To Number of Shareholders No. of Shares % To Equity Capital1 1 – 500 3,203 3,95,815 2.48

2 501 – 1000 106 91,986 0.57

3 1001 – 2000 62 1,03,330 0.65

4 2001 – 3000 7 17,834 0.11

5 3001 – 4000 6 19,960 0.12

6 4001 – 5000 4 18,070 0.11

7 5001 – 10000 5 34,881 0.22

8 10001 and above 8 1,53,18,124 95.74

TOTAL 3,401 1,60,00,000 100.00

4. Share Transfer System

(a) Trading in equity shares of the Company is permitted only in dematerialised form.

(b) Requests for dematerialization of shares are processed and confirmation thereof is given to the respective depositoriesi.e. National Securities Depository Ltd. (NSDL) and Central Depository Services India Limited (CDSL) within thestatutory time limit from the date of receipt of share certificates provided the documents are complete in all respects.

(c) Shares sent for transfer in physical form are normally processed within a period of 15 days of receipt of the documents,provided all documents are valid and complete in all respects.

(d) Distribution of Shareholding as on 31st March, 2016

Sr No. Category of Shareholder TotalHoldings

Holding in%

1 Shareholding of Promoter and Promoter Group 1,19,99,768 75.00%2 Bodies Corporate 17,227 0.11%3 Individuals 37,79,664 23.63%4 Non Resident Indians 1,89,542 1.18%5 Clearing Members 1,873 0.01%6 HUF 5,226 0.03%7 Directors 6,700 0.04%

Total (A) 1,60,00,000 100%

(e) Shareholding Pattern as on 31st March, 2016


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5. Dematerialization of Shares and LiquidityThe total number of equity shares in dematerialised form as on 31st March, 2016 is 1,54,58,550 representing 96.62%of the total number of equity shares of the Company.The equity shares of the Company are actively traded on the BSE.

6. Address for CorrespondenceShareholders correspondence should be addressed to:

7. Location of Hotel

Cidade de Goa : Vainguinim beach, Dona Paula, Goa - 403004

8. Outstanding GDR’s/ADR’s/Warrant’s/Convertible instruments and their impact on equity.

Nil

Other useful information for Shareholders:a) For expeditious transfer of shares, shareholders should fill in complete and correct particulars in the transfer deed.b) Shareholders of the Company who have multiple accounts in identical name(s) or holding more than one Share

Certificate in the same name with different Ledger Folio(s) are requested to apply for consolidation of Folio(s) andsend the relevant Share Certificates to the Registrar and Share Transfer Agents.

c) Shareholders are requested to quote their e-mail id, telephone/ fax numbers to get prompt reply to their communication.

Company Registrar & Share Transfer Agents

The Company Secretary, Bigshare Services Private LimitedFomento Resorts and Hotels Limited, Unit: Fomento Resorts and Hotels LimitedUnit: Cidade de Goa, E/2, Ansa Industrial Estate,Vainguinim beach, Saki-Vihar Road,Dona Paula, Sakinaka – Andheri (E),Goa – 403004 Mumbai – 400072Phone No.: 0832-2454545 Phone No. 022-40430200Fax no.: 0832-2454542 Fax No. 022-28475207Email id: [email protected] Email id: [email protected]


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M.D. & CEO / CFO CERTIFICATION

The Board of Directors,

Fomento Resorts and Hotels Limited.

We, Anju Timblo, Managing Director & CEO of the Company and Mr. M. A. Hajare, Chief Financial Officer of the Companyhereby certify to the Board that:

A. We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge andbelief:

(1) These statements do not contain any materially untrue statement or omit any material fact or contain statements thatmight be misleading;

(2) These statements together present a true and fair view of the listed entity’s affair and are in compliance with existingaccounting standards, applicable laws and regulations.

B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which arefraudulent, illegal or violative of the Company’s code of conduct.

C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we haveevaluated the effectiveness of internal control system of the Company pertaining to financial reporting and We havedisclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any,of which we aware and the steps we have taken or proposed to take to rectify these deficiencies.

D. We have indicated to the Auditors and the Audit Committee

(1) Significant changes in Internal Control over financial reporting during the year;

(2) Significant changes in accounting polices during the year and that the same have been disclosed in the notes to thefinancial statements; and

E. To the best of our knowledge and belief, there are no instances of significant fraud involving either the Management oremployees having significant role in the Company’s internal control systems with respect to financial reporting.

ANJU TIMBLO M. A. HAJAREMANAGING DIRECTOR & CEO CHIEF FINANCIAL OFFICER

Place: Vainguinim Beach – GoaDate: May 30, 2016


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AUDITORS’ CERTIFICATE ON COMPLIANCE OFCONDITIONS OF CORPORATE GOVERNANCE

To,

The Members of Fomento Resorts and Hotels Limited

We have examined the compliance of conditions of Corporate Governance by Fomento Resorts and Hotels Limited, (“theCompany”) for the year ended 31st March, 2016, as stipulated in Clause 49 of the Listing Agreement of the Company with theStock Exchanges for the period April 1, 2015 to November 30, 2015 and as per the relevant provisions of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as referred to in Regulation15(2) of the Listing Regulations for the period December 1, 2015 to March 31, 2016.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limitedto procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of CorporateGovernance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Companyhas complied with the conditions of Corporate Governance as stipulated in the above mentioned listing agreement/listingregulations, as applicable.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency oreffectiveness with which the Management has conducted the affairs of the Company.

For H. K. AparanjiChartered AccountantsFirm Reg. No. 000199S

(Mohan B. Pyati)PartnerMembership No. 203120

Place: MargaoDated: May 30, 2016

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS ANDSENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OFCONDUCTAs provided under SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 the Board Members and Senior

Management Personnel have confirmed compliance with the Code of Conduct for the year ended March 31, 2016.

For Fomento Resorts and Hotels Limited

Anju TimbloManaging Director & CEO

Place: Vainguinim Beach- GoaDated: May 30, 2016


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Independent Auditors’ ReportTo the Members ofFomento Resorts and Hotels LimitedREPORT ON THE FINANCIAL STATEMENTSWe have audited the accompanying financial statements ofFomento Resorts and Hotels Limited (“the Company”), whichcomprise the Balance Sheet as at 31st March 2016, thestatement of Profit and Loss and the Cash-Flow Statement forthe year then ended, and a summary of significant accountingpolicies and other explanatory information.MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIALSTATEMENTSThe Company’s Board of Directors is responsible for thematters stated in section 134(5) of the Companies Act, 2013(“The Act”) with respect to the preparation and presentationof these financial statements that give a true and fair view offinancial position, financial performance and cash flows ofthe Company in accordance with the accounting principlesgenerally accepted in India, including the AccountingStandards specified under section 133 of the Act, read withrule 7 of the Companies (Accounts) Rules, 2014. Thisresponsibility also includes maintenance of adequateaccounting records in accordance with the provisions of theAct for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies;making judgments and estimates that are reasonable andprudent; and design, implementation and maintenance ofadequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completeness ofthe accounting records, relevant to the preparation andpresentation of the financial statements that give a true andfair view and are free from material misstatement, whether dueto fraud or error.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on these financialstatements based on our audit.We have taken into account the provisions of the Act, theaccounting and auditing standards and matters which arerequired to be included in the audit report under theprovisions of the Act and the Rules made thereunder.We conducted our audit in accordance with the Standards onAuditing specified under section 143(10) of the Act. ThoseStandards require that we comply with ethical requirementsand plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from materialmisstatement.An audit involves performing procedures to obtain auditevidence about the amounts and disclosures in the financial

statements. The procedures selected depend on the auditor’sjudgment, including the assessment of the risks of materialmisstatement of the financial statements, whether due to fraudor error. In making those risk assessments, the auditorconsiders internal financial control relevant to the Company’spreparation of the financial statements that give a true andfair view in order to design audit procedures that areappropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies usedand the reasonableness of the accounting estimates made bythe Company’s Directors, as well as evaluating the overallpresentation of the financial statements.We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our auditopinion on the financial statements.

OPINION

In our opinion and to the best of our information and accordingto the explanations given to us, the aforesaid financialstatements give the information required by the Act in themanner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India, ofthe state of affairs of the Company as at 31st March 2016, andits profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORYREQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order,2016 (“the order”) issued by the Central Government ofIndia in terms of sub-section (11) of section 143 of theCompanies Act, 2013, we give in the Annexure “A”, astatement on the matters specified in paragraph 3 and 4of the order to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:a) We have sought and obtained all the information

and explanations which to the best of ourknowledge and belief, were necessary for thepurpose of our audit;

b) In our opinion proper books of account as requiredby law have been kept by the Company so far as itappears from our examination of those books;

c) The Balance sheet, the Statement of Profit and Lossand the Cash-Flow Statement dealt with this reportare in agreement with the books of account;

d) In our opinion, the aforesaid financial statementscomply with the Accounting Standards specifiedunder section 133 of the Act, read with rule 7 of theCompanies (Accounts) Rules, 2014;

e) On the basis of written representations receivedfrom the Directors as on 31st March 2016 and taken


58

on record by the Board of Directors, none of theDirectors is disqualified as on 31st March 2016from being appointed as a director in terms ofsection 164 (2) of the Act;

f) With respect to the adequacy of internal financialcontrols over financial reporting of the Companyand the operating effectiveness of such controls,refer to our separate report in Annexure “B”; and

g) With respect to the other matters to be included inthe Auditor’s Report in accordance with Rule 11 ofthe Companies (Audit & Auditors) Rules, 2014, inour opinion and to the best of our information andaccording to the explanations given to us:i. The company has disclosed the impact of

pending litigations on its financial statements– Refer Note 35 to the financial statements;

ii. The company did not have any long termcontracts including derivative contracts forwhich there were any material foreseeablelosses; and

iii. There has been no delay in transferring amounts,required to be transferred, to the InvestorEducation and Protection Fund by the Company.

For H. K. APARANJIChartered AccountantsFirm Regn. No. 000199S

MOHAN B. PYATIPartnerMembership No. 203120

Place: Margao-GoaDate: May 30, 2016

Annexure “A” to the Independent Auditors’ ReportThe Annexure referred to in paragraph 1 of our report ofeven date to the members of Fomento Resorts and HotelsLimited for the year ended 31st March 2016:On the basis of such checks as we considered appropriateand according to the information and explanations given tous during the course of our audit, we report that:I. (a) The Company has maintained proper records

showing full particulars, including quantitativedetails and situation of fixed assets.

(b) As explained to us considering the nature of fixedassets, the same have been physically verified bythe Management at reasonable intervals during theyear which in our opinion is reasonable. No materialdiscrepancies were noticed on such verification.

(c) According to the information and explanations givento us and on the basis of our examination of therecords of the Company, the title deeds of immovableproperties are held in the name of the Company.

II. According to the information and explanations given tous, the management has conducted physical verificationof inventories at reasonable intervals and no materialdiscrepancies were noticed between the physical stockand book records on such physical verification.

III. The Company has not granted any loans secured orunsecured to companies, firms or other parties coveredin the register maintained under section 189 of theCompanies Act, 2013 ('the Act').

IV. The Company has not granted any loans, made anyinvestments or provided guarantees and hence reportingunder Clause IV of the Order is not applicable.

V. According to information and explanations given to us,the company has not accepted any deposits from thepublic during the year.

VI. The Central Government has not prescribed themaintenance of cost records under Section 148 (1) of theCompanies Act, 2013 for the Company.

VII. (a) The Company is regular in depositing withappropriate authorities undisputed Statutory duesincluding provident fund, employees state insurance,income tax, sales tax, wealth tax, service tax, customsduty, excise duty, cess, value added tax and othermaterial statutory dues applicable to it. Accordingto the information and explanations given to us, thereare no undisputed amounts payable in respect ofincome tax, wealth tax, service tax, sales tax, customsduty, excise duty, value added tax and cess whichwere outstanding as at 31st March 2016 for a periodof more than six months from the date they becamepayable.


59

(b) According to the information and explanations given to us, the following are the disputed statutory dues which havenot been deposited on account of disputed matters pending before the appropriate authorities:

( `̀̀̀̀ in lakhs)

VIII. The Company has not taken any loans from Banks/Financial institutions/Debenture holders. Hence reporting underClause VIII of the order is not applicable.

IX. The Company has not raised any money by way of initial public offer or further public offer (including debt instruments)and term loans during the year. Accordingly, clause IX of the Order is not applicable.

X. According to the information and explanation given to us, no material fraud by the Company or on the Company by itsofficers or employees has been noticed or reported during the course of our audit.

XI. According to the information and explanations given to us and based on our examination of the records of the company,the company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by theprovisions of section 197 read with Schedule V to the Act.

XII. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company.Accordingly clause XII of the order is not applicable.

XIII.According to the information and explanations given to us and based on our examination of the records of the Company,transactions with the related parties are in compliance with sections 177 and 188 of the Act, wherever applicable and thedetails of such transaction have been disclosed in the financial statements as required by the applicable accountingstandards.

XIV. According to the information and explanations given to us and based on our examination of the records of the Company,the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debenturesduring the year.

XV. According to the information and explanations given to us and based on our examination of the records of the company,the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly,clause XV of the order is not applicable.

XVI.The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934


MOHAN B. PYATIPartnerMembership No. 203120

Place: Margao-GoaDate: May 30, 2016

Name of the Statute Forum where dispute is Pending Amount Period to which the amount relates1.Expenditure Tax Act High Court of Bombay,

Panaji Bench, Goa. Rs.676.88 Assessment Year 1996-97 to 2002-032. Income Tax Act Commissioner of Income Tax

(Appeals), Panaji,–Goa. Rs. 5.04 Assessment Year 2009-103. Income Tax Act Commissioner of Income Tax

(Appeals), Panaji,–Goa. Rs.6.30 Assessment Year 2011-124.Income Tax Act Commissioner of Income Tax

(Appeals), Panaji,–Goa. Rs.4.91 Assessment Year 2012-135. Income Tax Act Commissioner of Income Tax Rs. 5.84 Assessment Year 2013-14

(Appeals), Panaji-Goa


60

Annexure “B” to the Independent Auditors’ Report

Report on the Internal Financial controls under Clause (i) ofsub-section 3 of Section 143 of the Companies Act, 2013(“the Act”)

We have audited the internal financial controls over financialreporting of Fomento Resorts and Hotels Ltd. (“the Company”)as at 31st March 2016 in conjunction with our audit of thefinancial statements of the Company for the year ended onthat date.Management’s Responsibility for Internal Financial ControlsThe Company’s management is responsible for establishingand maintaining internal financial controls based on theinternal control over financial reporting criteria establishingby the Company considering the essential components ofinternal control stated in the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting issuedby the Institute of Chartered Accountants of India (‘ICAI’).These responsibilities include design, implementation andmaintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficientconduct of its business, including adherence to company’spolicies, the safeguarding of its assets, the prevention anddetection of frauds and errors, the accuracy and completenessof the accounting records, and the timely preparation ofreliable financial information, as required under the CompaniesAct, 2013.

Auditors’ ResponsibilityOur responsibility is to express an opinion on the Company’sinternal financial controls over financial reporting based onour audit. We conducted our audit in accordance with theGuidance Note on Audit of Internal Financial Controls overFinancial Reporting (“the Guidance Note”) and Standards onAuditing, issued by ICAI and deemed to be prescribed undersection 143 (10) of the Companies Act, 2013, to the extentapplicable to an audit of internal financial controls, bothapplicable to an audit of Internal Financial Controls and, bothissued by the Institute of Chartered Accountants of India.Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate

internal financial controls over financial reporting wasestablished and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain auditevidence about the adequacy of the internal financial controlssystem over financial reporting and their operatingeffectiveness. Our audit of internal financial controls overfinancial reporting included obtaining an understanding ofinternal financial controls over financial reporting, assessingthe risk that a material weakness exists, and testing andevaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selecteddepend on the auditor’s judgment, including the assessmentof the risks of material misstatement of the financial statements,whether due to fraud or error.We believe that the evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion onthe Company’s internal financial control system over financialreporting.

Meaning of Internal Financial Controls over FinancialReporting

A company’s internal financial control over financial reportingis a process designed to provide reasonable assuranceregarding the reliability of financial reporting and thepreparation of financial statements for external purposes inaccordance with generally accepted accounting principles. Acompany’s internal financial control over financial reportingincludes those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accuratelyand fairly reflect the transactions and dispositions of theassets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparationof financial statements in accordance with generally acceptedaccounting principles, and that receipts and expenditures ofthe company are being made only in accordance withauthorizations of management and directors of the company;and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition, use, ordisposition of the company’s assets that could have a materialeffect on the financial statements.


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Inherent limitations of internal financial controls over financial reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusionor improper management override of controls, material misstatements due to error or fraud may occur and not be detected.Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject tothe risk that the internal financial controls over financial reporting may become inadequate because of changes in conditions,or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has in all material respects, an adequate internal financial controls system over financial reportingand such internal financial controls over financial reporting were operating effectively as at 31st March 2016, based in theinternal control over financial reporting criteria established by the company considering the essential components of internalcontrol stated in the Guidance Note on audit of internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.


MOHAN B. PYATIPartner

Membership No. 203120Place: Margao-GoaDate: May 30, 2016


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BALANCE SHEET AS AT 31ST MARCH 2016CIN: L55101GA1971PLC000113

As per our report of even date For and on behalf of Board of DirectorsFor H. K. AparanjiChartered AccountantsFirm Reg. No 000199S Anju Timblo Apoorva Misra

Managing Director & CEO DirectorMohan B. Pyati Asmeeta Matondkar M. A. HajarePartner Company Secretary Chief Financial OfficerM NO. 203120Place : Margao-Goa Place : Vainguinim Beach- GoaDate : May 30, 2016 Date : May 30, 2016

PARTICULARS Note As at As at31st March, 2016 31st March, 2015

(Rs. In Lakhs) (Rs. In Lakhs)EQUITY AND LIABILITIES

Shareholders’ funds(a) Share capital 2 8,600.00 8,600.00(b) Reserves and surplus 3 6,469.47 5,888.68

15,069.47 14,488.68Non-current liabilities(a) Long-term borrowings 4 3,279.03 1,772.81(b) Deferred tax liability (Net) 5 445.31 423.17(c) Other Long term liabilities 6 267.05 259.56(d) Long term provisions 7 3.52 104.93

3,994.91 2,560.47Current liabilities(a) Trade payables 8

(i) Total Outstanding dues of Micro Enterprisesand Small Enterprises 4.23 -(ii) Total Outstanding dues of Creditorsother than Micro Enterprises and small Enterprises 825.70 471.31

(b) Other current liabilities 9 893.07 667.87(c) Short-term provisions 10 971.31 382.67

2,694.31 1,521.85TOTAL 21,758.69 18,571.00

ASSETSNon-current assets(a) Fixed assets

(i) Tangible assets 11 3,881.94 4,124.11(ii) Intangible Asset 11 13.71 19.38(iii) Capital Work In Progress 10,343.42 5,425.31

(b) Non-current investments 12 0.10 0.10(c) Long-term loans and advances 13 767.99 458.41

15,007.16 10,027.31Current assets(a) Inventories 14 184.33 185.09(b) Trade receivables 15 576.57 439.76(c) Cash and cash equivalents 16 5,760.38 7,502.65(d) Short-term loans and advances 17 230.25 416.19

6,751.53 8,543.69TOTAL 21,758.69 18,571.00

Significant Accounting Policies 1Note: The accompanying notes form an integral part of accounts.


63

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016

As per our report of even date For and on behalf of Board of Directors

For H. K. AparanjiChartered AccountantsFirm Reg. No 000199S Anju Timblo Apoorva Misra

Managing Director & CEO Director

Mohan B. Pyati Asmeeta Matondkar M. A. HajarePartner Company Secretary Chief Financial OfficerM NO. 203120

Place : Margao-Goa Place : Vainguinim Beach- GoaDate : May 30, 2016 Date : May 30, 2016

PARTICULARS Note Current year Previous year(Rs. In Lakhs) (Rs. In Lakhs)

I. Revenue from operations 18 5,853.28 5,447.48

II. Other income 19 915.67 641.17

III. Total Revenue (I + II) 6,768.95 6,088.65

IV. EXPENDITURECost of food and beverage and supplies consumed 20 705.61 638.76Employee benefits expense 21 1,223.02 1,165.65Operating expenses 22 950.42 1,057.85Finance costs 23 34.65 59.50Depreciation and Amortisation 11 320.62 364.44Administration and Other expenses 24 1,218.61 1,136.09Total expenses 4,452.93 4,422.29

V. Profit before exceptional and extraordinaryitem and tax (III-IV) 2,316.02 1,666.36

VI Exceptional Item 25 0.00 394.52

VII Profit Before Tax 2,316.02 2,060.88

VIII Tax expense 26 910.78 720.12

IX Profit After Tax (VII-VIII) 1,405.24 1,340.76

X Earnings per equity share (face value Rs. 10/- Each) 27(1) Basic and diluted (before exceptional item)(Rs.) 4.83 6.14(2) Basic and diluted (after exceptional item) (Rs.) 4.83 7.75

Significant Accounting Policies 1Note: The accompanying notes form an integral part of accounts.


64

NOTES ANNEXED TO AND FORMING PART OF ACCOUNTS FORTHE YEAR ENDED 31ST MARCH, 2016.

NOTE - 1

ACCOUNTING POLICIES:

Basis of preparation

The financial statements of the Company are prepared underthe historical cost convention on accrual basis ofaccounting in all material respects in accordance with theapplicable accounting standards as prescribed undersection 133 of the Companies Act, 2013 (‘Act’) read withRule 7 of the Companies (Accounts) Rule, 2014. Theaccounting policies have been consistently applied by theCompany during the year.

Significant Accounting Policies adopted in thepreparation and presentation of accounts is as under:

A) FIXED ASSETS:

Fixed Assets are valued at cost less accumulateddepreciation/amortisation.

B) DEPRECIATION:

a) In respect of Fixed assets acquired during the year,depreciation is charged on straight line methodbased on the life assigned to each asset inaccordance with Schedule II of the Companies Act,2013 and for the assets acquired prior to 01.04.2014the carrying amount as on 01.04.2014 is depreciatedover the remaining useful life as specified inSchedule II of the Companies Act, 2013.

b) Intangible Asset is amortised on straight line basisover the period of sixty months

C) INVESTMENTS:

Investments are stated at cost.

D) INVENTORY:

Inventory of Stores & Spares, Food & Beverages isvalued at cost and method of valuation adopted is“Moving Weighted Average” method.

E) RETIREMENT BENEFITS:

Retirement benefits to employees are provided by wayof contribution to Provident Fund, Superannuation Fund& Gratuity. Contribution for Gratuity is made on actuarial

valuation to Fomento Resorts & Hotels Ltd EmployeesGratuity Trust and Superannuation contributions aremade to Fomento Resorts and Hotels Ltd SuperannuationFund. Both the funds are maintained with HDFC StandardLife Insurance Company Ltd.

F) FOREIGN CURRENCY TRANSACTIONS:

Transactions in Foreign Currency are recorded at therates of exchange in force at the time the transactionsare effected. Exchange differences arising on realisationof foreign currency are accounted at the time ofrealisation. Foreign currency assets and liabilities aretranslated into rupees at the exchange rate prevailing atthe Balance Sheet date.

G) REVENUE RECOGNITION:

Revenue is recognised at the time the bills are raised oncustomers and there exist no significant uncertainty asto determination or realisation of debts.

H) BORROWING COST:

Borrowing costs that are directly attributable to theacquisition and construction of qualifying assets arecapitalised.

I) SEGMENT REPORTING:

The Company is presently operating only one integratedhotel business at Goa namely, Cidade de Goa. The entireoperation is governed by the same set of risk and returnsand hence the same has been considered as representinga single segment. The said treatment is in accordancewith the guiding principles enunciated in AccountingStandard 17 (AS-17).

J) TAXES ON INCOME:

Provision for Income tax is made on the basis of taxliability computed in accordance with relevant tax ratesand tax laws. Provision for deferred tax has been made asper Accounting Standard 22 (AS-22). Deferred tax assetsare recognised only if there is reasonable certainty thatthey will be realised and are reviewed for theappropriateness of their respective carrying values ateach Balance sheet date.


65

NOTES FORMING PART OF ACCOUNTS FOR THE YEAR ENDED 31.03.2016

(a) Reconciliation of number of shares

ParticularsAs at 31st March 2016 As at 31st March, 2015

Number ofshares

Amount Number ofshares

Amount

Equity SharesOpening Balance 1,60,00,000 1,6,00,00,000 1,60,00,000 16,00,00,000Changes during the year -- -- -- --Closing Balance 1,60,00,000 16,00,00,000 1,60,00,000 16,00,00,000

Preference SharesOpening Balance 70,00,000 70,00,00,000 -- --Shares Allotted during the year -- -- 70,00,000 70,00,00,000Closing Balance 70,00,000 70,00,00,000 70,00,000 70,00,00,000

(b) Right, preferences and restrictions attached to shares:

Equity Shares

The Company has one class of equity shares having par value of Rs.10 each. Each shareholder is eligible for one vote per shareheld. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing AnnualGeneral Meeting.

Preference Shares

7.5% redeemable cumulative preference shares would be redeemable at par after 5 years from the date of allotment i.e.10th January 2015. These shares would carry a fixed dividend of 7.5% p.a. The dividend proposed by the Board of Directorsis subject to the approval of the shareholders in the ensuing Annual General Meeting.

PARTICULARS As at As at31.03.2016 31.03.2015

(Rs. In Lakhs) (Rs. In Lakhs)NOTE - 2SHARE CAPITAL

Authorised :30,000,000 (Previous year : 3,00,00,000)Equity Shares of Rs 10 each 3,000 3,0002,70,00,000 (Previous year : 70,00,000)Redeemable Preference Shares of Rs 100 each 27,000 7,000

30,000 10,000Issued, subscribed and paid-up :16,000,000 (Previous year : 1,60,00,000)Equity Shares of Rs 10 each, fully paid-up 1,600 1,60070,00,000 (Previous year : 70,00,000)Redeemable Preference Shares of Rs 100 each 7,000 7,000

TOTAL 8,600 8,600


66


Fomento Resources Private Limited 100.00 70,00,000 100.00 70,00,000

Name of the Shareholders As at 31st March, 2016 As at 31st March, 2015% Number of shares % Number of shares

Anju Timblo 61.80 98,87,629 61.80 98,87,629Auduth Timblo 13.20 21,12,139 13.20 21,12,139Ajmera S Jayantilal 5.11 817,100 5.11 817,100Siddharth S Ajmera 5.11 817,100 5.11 817,100Dhanesh S Ajmera 5.11 817,100 5.11 817,100Ajmera S Jayantilal 5.11 817,200 5.11 817,200

Name of the Shareholders As at 31st March, 2016 As at 31st March, 2015% Number of shares % Number of shares


(Rs. In Lakhs) (Rs. In Lakhs)NOTE - 3RESERVES AND SURPLUSCAPITAL RESERVE 2.21 2.21CAPITAL INVESTMENT SUBSIDY 15.00 15.00GENERAL RESERVEOpening Balance 770.06 635.98Add: Transferred from surplus 140.52 134.08Closing Balance 910.58 770.06SURPLUSOpening Balance 5,101.41 4,192.80Add : Net Profit for the year 1,405.24 1,340.76

6,506.65 5,533.56Appropriations : Transfer to general reserve 140.52 134.08 Proposed dividend on Equity 160.00 160.00 Proposed dividend on Cumulative Preference Shares 525.00 84.00 Tax on Proposed Dividend 139.45 49.67 Additional Depreciation on Fixed Assets -- 4.40 Total appropriations 964.97 432.15Closing Balance 5,541.68 5,101.41

TOTAL 6,469.47 5,888.68NOTE - 4LONG TERM BORROWINGSUNSECURED( From companies in which some of the Directors / Members are common ) 3,279.03 1,772.81

TOTAL 3,279.03 1,772.81

(c) Details of shareholders holding more than 5 % shares along with the number of Shares held is as under :i) Equity Shareholders

ii) Preference Shareholders


67


(Rs. In Lakhs) (Rs. In Lakhs)NOTE - 5DEFERRED TAX LIABILITY (NET)Depreciation 446.53 459.48Gratuity (1.22) (36.31)

TOTAL 445.31 423.17NOTE - 6OTHER LONG TERM LIABILITIESTrade Payables 0.73 10.18Deposits 225.25 213.37Other Payables 4.18 4.18Unpaid Salaries & Bonus 36.89 31.83

TOTAL 267.05 259.56NOTE - 7LONG TERM PROVISIONSGratuity Provision 3.52 104.93

TOTAL 3.52 104.93NOTE - 8TRADE PAYABLES(i) Dues to Micro Enterprises and Small Enterprises 4.23 --(ii) Due to other than Micro Enterprises and Small Enterprises * 825.70 471.31

TOTAL 829.93 471.31* Includes dues to creditors for capital goods Rs. 554.96 Lakhs(Previous Year: Rs. 209.57 Lakhs)

NOTE - 9OTHER CURRENT LIABILITIESAccrued Salaries & BenefitsSalaries & Benefits 75.35 68.20Bonus & Incentives 46.27 18.98Other LiabilitiesExpenses Payables 150.43 68.97IEPF - Unclaimed Dividend 16.29 16.67Statutory dues 139.01 100.74Advance from Customers 283.02 241.27Unpresented Cheques 171.79 149.55Other payables 10.91 3.49

TOTAL 893.07 667.87NOTE - 10SHORT TERM PROVISIONSOther ProvisionsProvision for Income Tax (Net of Advance Tax) 146.86 89.00Proposed dividend 685.00 244.00Tax on proposed dividend 139.45 49.67

TOTAL 971.31 382.67



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69

NOTES FORMING PART OF ACCOUNTS FOR THE YEAR ENDED 31.03.2016PARTICULARS As at As at

31.03.2016 31.03.2015(Rs. In Lakhs) (Rs. In Lakhs)

NOTE - 12NON CURRENT INVESTMENTLONG TERM INVESTMENTS - AT COSTOther Investments (Unquoted)Investment in Saraswat Cooperative Bank Shares 0.10 0.10(1,000 shares of Saraswat Cooperative Bank Limited at Rs. 10/- each)

TOTAL 0.10 0.10NOTE - 13LONG TERM LOANS AND ADVANCESUnsecured considered goodCapital Advances 385.23 204.09Security deposits 39.74 38.57Advances with Government Authorities 191.34 134.06Interest Accrued 37.94 36.00Prepaid Expenses 10.52 12.32Advance to Others 103.22 33.37

TOTAL 767.99 458.41NOTE - 14INVENTORIES (AT COST)Raw materials 65.00 53.78Stores & Spares 119.33 131.31

TOTAL 184.33 185.09NOTE - 15TRADE RECEIVABLESUnsecured considered goodOutstanding over six months 117.57 101.02Others Debts 459.00 338.74

TOTAL 576.57 439.76NOTE - 16CASH AND CASH EQUIVALENTSA. Cash and Bank Balances

Cash in Hand 10.21 8.09Cheques and Currencies on Hand 2.00 5.19Balances with scheduled banks (Refer Note 1)in current accounts 355.26 287.17in unclaimed dividend account 16.29 16.67

B. Other Bank Balances (Refer Note 2 & 3 )Deposits with Banks 5,376.62 7,185.53

TOTAL 5,760.38 7,502.65


70

NOTES FORMING PART OF ACCOUNTS FOR THE YEAR ENDED 31.03.2016Notes :

1. Unclaimed dividend for a period of 7 years will be transferred to IEPF as per provision of section 124 of theCompanies Act, 2013. There are no amounts due for payment to IEPF as at the year end.

2. Other bank balances include Rs 43 lakhs (Previous year: Rs 43 lakhs) representing margin money for bank guaranteesissued by bank

3. Fixed Deposits with banks having a maturity period of more than 12 months Rs.977.06 Lakhs (Previous Year: Rs.221.25Lakhs)


(Rs. In Lakhs) (Rs. In Lakhs)NOTE - 17SHORT TERM LOANS AND ADVANCESOther Loans & AdvancesUnsecured, considered goodClaims Receivable 1.28 5.73Advance to Suppliers 8.83 21.86Interest Accrued 138.99 235.77Loans to Employees 2.40 6.82Advances with Government Authorities 12.95 46.61Unpresented Cheques 14.18 59.67Prepaid Expenses 51.62 39.73

TOTAL 230.25 416.19

NOTE - 18REVENUE FROM OPERATIONS(a) Sale of Room Nights 3,629.20 3,368.42(b) Food and Beverage 1,774.91 1,666.33(c) Wine and Liquor 236.96 202.51(d) Other Operational Revenue 212.21 210.22

TOTAL 5,853.28 5,447.48NOTE - 19OTHER INCOME

(a) Interest Income 523.26 372.20(b) Dividend Income 0.00 0.01(c) License Fees 179.09 166.77(d) Gain on foreign exchange transactions (Net) 10.92 18.70(e) Scrap Sale 4.99 7.62(f) Other Income 96.81 38.30(g) Profit on sale of Asset 5.33 --(h) Prior Period Income (Net) 27.10 36.89(i) Excess Gratuity Provision Written Back 54.74 --(j) Sundry Credit Balance Written Back (Net) 13.43 0.68

TOTAL 915.67 641.17


71

NOTE - 20COST OF FOOD AND BEVERAGE AND SUPPLIES CONSUMEDA. FOOD & BEVERAGES

Opening Stock 53.78 64.40Add : Purchases 503.99 407.93

557.77 472.33Less : Closing Stock 65.00 53.78

( A ) 492.77 418.55B. STORES & SUPPLIES

Opening Stock 131.31 134.06Add : Purchases 200.86 217.46

332.17 351.52Less : Closing Stock 119.33 131.31

( B ) 212.84 220.21

TOTAL (A+B) 705.61 638.76NOTE - 21EMPLOYEE BENEFIT EXPENSES

(a) Salaries and Allowances 1,024.15 960.72(b) Company's Contribution to Provident Fund and other Funds 54.47 53.87(c) Gratuity, Bonus, Medical, Recruitment and Training 142.13 148.14(d) Staff Welfare 2.27 2.92

TOTAL 1,223.02 1,165.65NOTE - 22OPERATING EXPENSES

(a) Hire Charges of Lighting 9.87 46.09(b) Power, Fuel, Light and Water Charges 502.44 374.49(c) Repairs and Maintenance

1) Repairs To Building 118.89 337.132) Repairs To Machinery 83.10 82.23

(d) Laundry Expenses 114.21 103.49(e) Freight Expenses 5.44 5.21(f) Band, Music, Decoration and Horticulture 116.47 109.21

TOTAL 950.42 1,057.85

NOTE - 23FINANCE COST

(a) Interest - Others 10.45 30.88(b) Bank Charges and Commission 24.20 28.62

TOTAL 34.65 59.50




72

NOTE - 24ADMINISTRATION AND OTHER EXPENSES

(a) Other Repairs and Maintenance 71.74 111.78(b) Security Expenses 85.87 86.91(c) Postage and Telephone 14.85 13.66(d) Advertising and Sales Promotion 177.10 208.01(e) Legal and Consultancy Fees 180.31 166.29(f) Insurance 32.97 41.82(g) Director Sitting Fees 5.20 3.96(h) Auditor Remuneration

1) Audit Fees 5.45 4.952) Tax Audit Fees 1.65 1.503) Other Capacity 0.30 0.314) Out Of Pocket Expenses 0.67 0.83

(i) Rent, Rates and Taxes 220.84 38.79(j) Travelling and Conveyance 106.06 107.41(k) Miscellaneous Expenses 50.96 50.79(l) Bad Debts Written Off 0.00 18.23(m) Commission 235.59 241.02(n) Loss on Sale of Asset 0.00 17.33(o) Contribution towards CSR (Refer Note No.41) 29.05 22.50

TOTAL 1,218.61 1,136.09NOTE - 25EXCEPTIONAL ITEMS

Excess Provision of Depreciation Written Back -- 394.52TOTAL -- 394.52

NOTE - 26TAX EXPENSE

(a) Current Tax 886.86 604.00(b) Deferred Tax 22.14 (26.70)(c) Deferred Tax Charge on Exceptional Item 0.00 136.54(d) Earlier Year Tax 1.78 6.28

TOTAL 910.78 720.12




73

27. Earnings Per Share:a) Before Exceptional Item and Deferred Tax effect thereon:

b) After Exceptional Item and Deferred Tax effect thereon:PARTICULARS As at As at

31st March 2016 31st March 2015(Rs. In Lakhs) (Rs. In Lakhs)

Net Profit / (Loss) after exceptional items and deferred tax thereon 1,405.24 1,340.76Less: Preference dividend (including dividend distribution Tax) 631.87 101.10Amount available for equity shareholders 773.37 1,239.66Weighted average number of shares 160.00 160.00E.P.S. (basic and diluted) – In Rupees 4.83 7.75

PARTICULARS As at As at31st March 2016 31st March 2015

(Rs. In Lakhs) (Rs. In Lakhs)Net Profit / (Loss) before exceptional items and deferred tax thereon 1,405.24 1,082.78Less: Preference dividend (including dividend distribution Tax) 631.87 101.10Amount available for equity shareholders 773.37 981.68Weighted average number of shares 160.00 160.00E.P.S. (basic and diluted) – In Rupees 4.83 6.14

28. Sundry Debtors include an amount of Rs.172.60 Lakhs(Previous Year Rs. 89.48 Lakhs) due from companies in which oneof the Director is common

29. Components of deferred tax asset / (liabilities) are as under:PARTICULARS As at As at


Depreciation (446.53) (459.48)Gratuity 1.22 36.31Total (445.31) (423.17)

31. Expenditure in foreign currency: (on payment basis)

30. Value of imports calculated on C.I.F. basis:PARTICULARS As at As at


i) Components & Stores 7.80 6.91ii) Capital Goods 11.82 134.75iii) Capital Goods (Projects) 160.56 82.78


(Rs. In Lakhs) (Rs. In Lakhs)i) Foreign Travel 5.97 2.40ii) Sales Promotion Expenses / Advertisement/ Commission 36.70 22.84iii) Foreign Travel (Projects) Nil 4.91iv) Professional Fees (Projects) 202.57 94.46


74

32. Value of raw material consumed:

33. Earnings in Foreign Exchange:

34. The estimated amount of contracts remaining to be executed on Capital Account not provided forRs.842.53 Lakhs(Previous Year Rs. 1836.51 Lakhs)

35. Contingent Liabilities: a) Claims against the company not acknowledged as debt:Rs.98.11 Lakhs(Previous year: 35.38 Lakhs)b) Other monies for which the Company is contingently liable:


(Rs. In Lakhs) (Rs. In Lakhs)(i) Disputed Expenditure Tax Liability 676.88 676.88(ii) Bank Guarantee 43.00 43.00(iii) Income Tax 22.09 16.25(iv) Disputed ESIC claim 33.35 33.35(v) Disputed Claims Others 98.94 52.59

36. The Company has not recognized any loss on impairment in respect of assets of the Company as required in terms ofAccounting Standard 28 on “Impairment of assets”, since in the opinion of the management the reduction in value of anyassets, to the extent required, has already been provided for in the books.

37. Related Party Disclosures:

(A) Particulars of Subsidiary / Associate Companies


(Rs. In Lakhs) (Rs. In Lakhs)Amount % Amount %

A) Food & Beveragei) Imported (locally procured) 34.69 7 40.43 10ii) Indigenous 458.08 93 378.12 90

Total 492.77 100 418.55 100B) Stores, Supplies & Spare partsi) Imported 7.80 4 6.91 3ii) Indigenous 205.04 96 213.30 97

Total 212.84 100 220.21 100


(Rs. In Lakhs) (Rs. In Lakhs)Hotel Receipts (as reported by the company to the Department of Tourism,Govt. of India) 660.84 799.20

Name of the Related Party Nature of Relationship(i) Sociedade de Fomento Industrial Pvt. Ltd. (SFI) Associate Company(ii) Shelvona Riverside Rail Terminal Ltd (SRRT) Associate Company(iii) Infrastructure Logistics Pvt. Ltd. (ILPL) Associate Company(iv) Marmugao Maritima Limited (MML) Associate Company(v) Fomento Resources Pvt Ltd. (FRPL) Associate Company


75

(B) Key Management Personnel:

(C) Relatives of Key Management Personnel – Mr. Akash Timblo

(D) Details of transactions relating to (A), (B) and (C) referred above:Rs.in lakhs

The figures in brackets represent previous year’s figures.

38. Details of Gratuity Plan :Amount recognised in Balance Sheet

Name of the Related Party Nature of Relationship(i) Mrs. Anju Timblo Managing Director(ii) Mr. Auduth Timblo Director(iii) Mr. M.A. Hajare Chief Financial Officer(iv) Mrs. Asmeeta Matondkar Company Secretary

Expenses recognised in the profit and loss Account


(Rs. In Lakhs) (Rs. In Lakhs)Present Value of Funded Obligations 270.65 337.19Fair Value of Plan Assets (267.13) (232.26)Net Liability recognised in the Balance Sheet 3.52 104.93


(Rs. In Lakhs) (Rs. In Lakhs)Current Service Cost 10.47 13.16Interest on Defined Benefit Obligation 26.84 24.73Expected Return on Plan Assets (18.49) (15.20)Net Actuarial (Gains ) / Losses (73.56) 23.98Net Expenses recognised in the Profit & Loss Account (54.74) 46.67

ParticularsAssociates Key

ManagementPersonnel

Relative of KeyManagement

PersonnelSFI ILPL MML FRPL

Sale of Service (Room, Food, 151.77 3.53 7.97 --- ---Beverages and other services) (105.99) (5.94) (3.18) --- ---Remuneration --- --- --- --- 82.15 13.86

--- --- --- --- (66.84) (11.91)Sharing of expenses (Net) 55.74 10.25 --- 1.02 --- ---

(80.51) (15.75) --- (1.02) --- ---Interest --- --- --- 118.02 --- ---

--- --- --- (244.35) --- ---Loan Repaid --- --- --- 1500 --- ---/ (Taken) (Net) --- --- --- ((-)1300) --- ---

Outstanding current account 97.94 3.53 74.67 10.54 --- ---balance receivable / (payable) 14.81 5.69 74.67 3.59 --- ---


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Reconciliation of Defined Benefit Obligation


(Rs. In Lakhs) (Rs. In Lakhs)Opening Defined benefit Obligation 337.19 272.66Current Service Cost 10.47 13.16Interest Cost 26.84 24.73Actuarial (Gains ) / Losses (80.28) 49.77Benefits Paid (23.57) (23.13)Closing Defined Benefit Obligation 270.65 337.19

Reconciliation of Fair Value of Plan Assets


(Rs. In Lakhs) (Rs. In Lakhs)Opening Fair Value of Plan Assets 232.26 174.70Expected Return on Plan Assets 18.49 15.20Actuarial Gains / ( Losses) (6.73) 25.79Contributions by Employer 46.67 39.70Benefits Paid (23.57) (23.13)Closing Fair Value of Plan Assets 267.12 232.26

Description of Plan Assets


(%) (%)Insurer Managed Fund 100% 100%

Summary of Actuarial Assumptions


(%) (%)Discount rate 7.38% 7.96%Expected rate of return on Assets 7.96% 7.96%Salary Escalation Rate 8.00% 8.00%


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39. The amount due to Micro and Small Enterprises as defined in the MSMED Act 2006 has been determined to the extentsuch parties have been identified on the basis of information collected by the management and relied upon by theauditors. There are no interest dues or outstanding on the same.

40. Balances in Trade receivables, Trade payables and Loans and advances are subject to confirmation.

41. Corporate Social ResponsibilityAs per Section 135 of the Companies Act, 2013, a corporate social responsibility (CSR) committee has been formed by theCompany. The areas for CSR activities are promoting education, art and culture, healthcare and destitute care. The fundswere made available through a charitable trust i.e. “Ashiyana” and utilized through the year on these activities which arespecified in Schedule VII of the Companies Act, 2013.

42. Previous year’s figures have been regrouped and rearranged wherever necessary to conform to the current year’s figures.

Notes 1 to 42 form an integral part of the Balance Sheet and Statement of Profit and Loss.

As per our report of even date For and on behalf of Board of Directors

For H. K. AparanjiChartered AccountantsFirm Reg. No 000199S Anju Timblo Apoorva Misra

Managing Director & CEO Director

Mohan B. Pyati Asmeeta Matondkar M. A. HajarePartner Company Secretary Chief Financial OfficerM NO. 203120

Place : Margao-Goa Place : Vainguinim Beach- GoaDate : May 30, 2016 Date : May 30, 2016


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CASH FLOW STATEMENT


(Rs. In Lakhs) (Rs. In Lakhs)CASH FLOW FROM OPERATING ACTIVITIESNet Profit (Net Loss) before tax & Extra-ordinary items 2,316.03 1,666.36

Adjustment for:Depreciation 320.62 364.44Interest/Dividend received (523.26) (372.20)Interest and financial charges 34.65 59.50(Profit) /Loss on Sale of Asset (5.33) 17.33

Operating Profit before working Capital changes 2,142.71 1,735.43Adjustments forTrade & Other Receivables (428.66) 9.02Inventories 0.76 13.37Loans and Advances and Trade payable 489.90 (97.61)

Cash generated from Operations 2,204.71 1,660.21Income Tax paid (Net) (757.42) (534.66)Cash flow before Extra-ordinary items 1,447.29 1,125.55

Net Cash from Operating Activities (A) 1,447.29 1,125.55

CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (5,032.55) (3,114.61)Sale/ Discard of Fixed Assets 46.98 19.03Interest received 618.11 285.55Dividend received - 0.01Net Cash used for Investing Activities (B) (4,367.46) (2,810.02)

CASH FLOW FROM FINANCING ACTIVITIESLong Term Borrowings 1,506.22 (1,114.55)Interest / Bank Charges (34.65) (59.50)Dividend Paid (244.00) (160.00)Tax on Dividend (49.67) (27.19)Preference Shares Issued - 7,000.00Net Cash from Financing Activities ( C ) 1,177.90 5,638.76

Net increase in Cash & Cash equivalents (A+B+C) (1,742.27) 3,954.29Opening Balance of Cash & Cash equivalents 7,502.65 3,548.36

Closing Cash & Cash equivalents 5,760.38 7,502.65


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Notes:

1. Cash and Cash Equivalents represent cash and bank balance.

2. Additions to fixed assets are stated inclusive of movements of capital work-in-progress between the beginning and endof the year and treated as part of investing activities.

3. Previous year’s figures have been re-grouped and re-arranged wherever necessary to conform to the current year’s figures

For and on behalf of Board of Directors

ANJU TIMBLO ASMEETA MATONDKARManaging Director & CEO Company Secretary

APOORVA MISRA M.A. HAJAREDirector Chief Financial Officer

Place: Vainguinim Beach- Goa.Date: May 30, 2016

AUDITOR’S CERTIFICATE

“This is the Cash Flow Statement referred to in our report of even date”.

For H.K. APARANJICHARTERED ACCOUNTANTSFirm Regd. No. 000199S

MOHAN B. PYATIPARTNERM. No. 203120

Place : Margao-GoaDate : May 30, 2016


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NOTICE

NOTICE is hereby given that the Forty Fifth Annual GeneralMeeting of the members of Fomento Resorts and Hotels Limited“Company” will be held at the Registered Office of the Companyat Cidade de Goa, Vainguinim Beach, Goa – 403004 on Friday,September 23, 2016 at 4:00 p.m., to transact the following business:

ORDINARY BUSINESS:1. To receive, consider and adopt the audited Balance Sheet

as at 31 March, 2016, the Statement of Profit and Loss forthe year ended on that date and the Statement of CashFlow together with the reports of the Board of Directorsand Auditors thereon.

2. To declare dividend on the Cumulative Non-ConvertibleRedeemable Preference Shares of Rs. 100/- each for thefinancial year ended 31st March, 2016.

3. To declare dividend on the Equity shares for the financialyear ended 31st March, 2016.

4. To appoint a Director in place of Mr. Auduth Timblo(DIN00181589), who retires by rotation and being eligibleoffers himself for re-appointment.

5. To consider and if thought fit, to pass the followingresolution as an Ordinary Resolution:“RESOLVED THAT pursuant to the provisions ofSection 139 and all other applicable provisions of theCompanies Act, 2013 (the “Act”) read with Rule 3(7) ofthe Companies (Audit and Auditors) Rules, 2014(including any statutory modification(s) or re-enactmentthereof for the time being in force), the Company herebyratifies the appointment of M/s. H. K. Aparanji, CharteredAccountants (ICAI Firm Registration No. 000199S), asthe Statutory Auditors of the Company to hold officefrom the conclusion of this meeting until the conclusionof the Annual General Meeting to be held for the financialyear 2016-17 and on such remuneration as may bedetermined by the Board of Directors.”

SPECIAL BUSINESS:6. Arrangement with Related Party

To consider and if thought fit, to pass the followingresolution as a Special Resolution: “RESOLVED THAT consent of the members be and ishereby accorded to enter into contracts or arrangementswith Fomento Media, a unit of Sociedade de FomentoIndustrial Private Limited, (related party) for availing ofservices and/or purchase of newspapers by the Companyon such terms and conditions as may be mutually agreed

upon between the Company and related party for anamount not exceeding Rs. 1,00,000/- in each financial yearupto March 31st, 2017 and that such contract(s)/transaction(s) so carried out shall at all times be on arm’slength price basis and in the ordinary course of theCompany’s business.”

“RESOLVED FURTHER THAT consent of the membersbe and is hereby accorded for ratification of thetransaction(s) with related party already entered into bythe Company during the financial year ended31st March, 2016.

“RESOLVED FURTHER THAT the Board of Directorsand/or any Key Managerial Persons of the Company beand is hereby authorized to undertake all such acts, deeds,matters and things to finalize and execute all suchdocuments and writings as may be deemed necessary,proper, desirable and expedient in its absolute discretion,to enable this resolution, and to settle any question,difficulty or doubt that may arise in this regard.”

By Order of the BoardFor Fomento Resorts and Hotels Limited

Asmeeta MatondkarCompany Secretary

Date: May 30, 2016Place: Vainguinim Beach – Goa

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THEMEETING IS ENTITLED TO APPOINT ONE OR MOREPROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELFAND THE PROXY OR PROXIES SO APPOINTED NEEDNOT BE A MEMBER OF THE COMPANY. THEINSTRUMENT APPOINTING THE PROXY SHALL BEDEPOSITED AT THE REGISTERED OFFICE OF THECOMPANY NOT LATER THAN 48 HOURS BEFORE THETIME FIXED FOR HOLDING THE MEETING.A PERSON CAN ACT AS A PROXY ON BEHALF OFMEMBERS NOT EXCEEDING FIFTY AND HOLDING INTHE AGGREGATE NOT MORE THAN TEN PERCENT OF


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THE TOTAL SHARE CAPITAL OF THE COMPANYCARRYING VOTING RIGHTS MAY APPOINT A SINGLEPERSON AS PROXY AND SUCH PERSON SHALL NOTACT AS A PROXY FOR ANY OTHER PERSON ORSHAREHOLDER.

2. The explanatory statement pursuant to Section 102 of theCompanies Act, 2013 in respect of Special Business isannexed hereto.

3. The Register of Members and the share Transfer Registerwill remain closed for a period of 7 days from Friday, August26, 2016 to Thursday, September 1, 2016 (both daysinclusive).The dividend recommended by the Board, if approved bythe shareholders at the 45th Annual General Meeting, shallbe paid to those members whose names appear on theRegister of Members during the aforesaid period.

4. Dividends for the Financial Year ended 31st March, 2009and thereafter, which remain unclaimed or unpaid for aperiod of seven years will be transferred to the IEPFpursuant to section 205 A of the Companies Act, 1956 andsection 124 of the Companies Act, 2013. Members whohave not encashed the dividend warrant(s) so far for thefinancial years are requested to make their claims to theregistered office of the Company. The dividend for thefinancial year ended 31st March, 2009 is due to betransferred to the aforesaid Fund on November 3, 2016.

5. Members holding shares in electronic form are herebyinformed that bank particulars registered against theirrespective depository accounts will be used by theCompany for payment of dividend. The Company or itsRegistrar cannot act on any request received directly fromthe Members holding shares in electronic form for anychange of Bank particulars or bank mandates. Suchchanges are to be advised only to the depository participantof the members. Members holding shares in physical formand desirous of either registering Bank particulars orchanging Bank particulars already registered against theirrespective folios for payment of dividend are requested towrite to the Company.

6. Members are requested to send their queries, if any on theoperations of the Company, to reach the Company Secretaryat the Company’s registered office, atleast 7 days beforethe meeting so that the information can be compiled inadvance.

7. Members are requested to register their email addressesthrough their depository participant where they are holdingtheir Demat accounts for sending the future communication

by email. Members holding shares in physical form mayregister their email addresses through the Registrar andShare Transfer Agents giving reference of Folio Numbers.

8. Details of the Director seeking re-appointment at theAnnual General Meeting , forms integral part of the notice.

9. Electronic copy of the Annual Report for the year 2015-16is being sent to all the members whose email id’s areregistered with the Company/Depository Participants forcommunication purposes unless any member has requestedfor a hard copy of the same. For members who have notregistered their email ID’s, physical copies of the AnnualReport for the year 2015-16 are being sent in the permittedmode.

10. The Notice of the 45th Annual General Meeting of theCompany and instructions for e-voting, along withattendance slip and proxy forms is being sent to all themembers by electronic mode, whose email ID’s are registeredwith the Company/Depository Participants forcommunication purpose unless any member has requestedfor a hard copy of the same. For Members who have notregistered their email ID’s physical copies of theaforementioned documents are being sent in the permittedmode.

11. Voting through electronic meansI. In compliance with provisions of Section 108 of the

Companies Act, 2013, Rule 20 of the Companies(Management and Administration) Rules, 2014 as amendedby the Companies (Management and Administration)Amendment Rules, 2015, the Company is pleased toprovide members facility to exercise their right to vote onresolutions proposed to be considered at the 45th AnnualGeneral Meeting (AGM) by electronic means and thebusiness may be transacted through e-Voting Services. Thefacility of casting the votes by the members using anelectronic voting system from a place other than venue ofthe Annual General Meeting ( AGM) (“remote e-voting”)will be provided by National Securities Depository Limited(NSDL).

II. The facility for voting through ballot paper shall be madeavailable at the AGM and the members attending themeeting who have not cast their vote by remote e-votingshall be able to exercise their right at the meeting throughballot paper.

III. The members who have cast their vote by remote e-votingprior to the AGM may also attend the AGM but shall notbe entitled to cast their vote again.


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IV. The remote e-voting period commences on 20th September,2016 at 09:00 am and ends on 22nd September, 2016 at5:00 pm. During this period members’ of the Company,holding shares either in physical form or in dematerializedform, as on the cut-off date of 16th September, 2016, maycast their vote by remote e-voting. The remote e-votingmodule shall be disabled by NSDL for voting thereafter.Once the vote on a resolution is cast by the member, themember shall not be allowed to change it subsequently.

V. The process and manner for remote e-voting are as under:A. In case a Member receives an email from NSDL [for members

whose email IDs are registered with the Company/Depository Participants(s)] :

(i) Open email and open the attached PDF file viz;“remote e-voting.pdf” with your Client ID or Folio No. aspassword. The said PDF file contains your user ID andpassword/PIN for remote e-voting. Please note that thepassword is an initial password.

(ii) Launch internet browser by typing the following URL:https://www.evoting.nsdl.com/

(iii) Click on “Shareholder” – “Login”(iv) Put user ID and password as initial password/PIN noted in

step (i) above. Click Login.(v) Password change menu appears. Change the password/

PIN with new password of your choice with minimum 8digits/characters or combination thereof. Note newpassword. It is strongly recommended not to share yourpassword with any other person and take utmost care tokeep your password confidential.

(vi) Home page of remote e-voting opens. Click on remotee-voting: Active Voting Cycles.

(vii) Select “EVEN” of “FOMENTO RESORTS AND HOTELSLIMITED”.

(viii) Now you are ready for “remote e-voting” as “Cast Vote”page opens.

(ix) Cast your vote by selecting appropriate option and click on“Submit” and also “Confirm” when prompted.

(x) Upon confirmation, the message “Vote cast successfully”will be displayed.

(xi) Once voted on the resolution, you will not be allowed tomodify your vote.

(xii) Institutional shareholders (i.e. other than individuals, HUF,NRI etc.) are required to send scanned copy (PDF/JPGFormat) of the relevant Board Resolution/ Authority letter

etc. together with attested specimen signature of the dulyauthorized signatory(ies) who are authorized to vote, tothe Scrutinizer through e-mail to [email protected] witha copy marked to [email protected]

B. In case a Member receives physical copy of the Notice ofAGM [for members whose email IDs are not registered withthe Company/Depository Participants(s) or requestingphysical copy] :

(i) Initial password is provided separately along with the noticeof the Annual general Meeting(AGM) :

EVEN (Remote e-voting Event Number)

USER ID

PASSWORD/PIN(ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above,

to cast vote.VI. In case of any queries, you may refer the Frequently Asked

Questions (FAQs) for Members and remote e-voting usermanual for Members available at the downloads section ofwww.evoting.nsdl.com or call on toll free no.: 1800-222-990or Call Ms. Pallavi Dabke; Contact No. 022 24994545.

VII. If you are already registered with NSDL for remote e-votingthen you can use your existing user ID and password/PINfor casting your vote.

VIII. You can also update your mobile number and e-mail id inthe user profile details of the folio which may be used forsending future communication(s).

IX. The voting rights of members shall be in proportion totheir shares of the paid up equity share capital of theCompany as on the cut-off date of September 16, 2016.

X. Any person, who acquires shares of the Company andbecome member of the Company after dispatch of the noticeand holding shares as of the cut-off date i.e. September 16,2016 may obtain the login ID and password by sending arequest at [email protected] or to the Company [email protected]

However, if you are already registered with NSDL for remotee-voting then you can use your existing user ID and passwordfor casting your vote. If you forgot your password, you canreset your password by using “Forgot User Details/Password”option available on www.evoting.nsdl.com or contact NSDL atthe following toll free no.: 1800-222-990.XI. A member may participate in the AGM even after exercising

his right to vote through remote e-voting but shall not be


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allowed to vote again at the Annual General Meeting (AGM).XII. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the

depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGMthrough ballot paper.

XIII. Mr. Shivaram Bhat, Practising Company Secretary (Membership No. 10454) has been appointed as the Scrutinizer to scrutinizethe voting and remote e-voting process in a fair and transparent manner.

XIV. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting andthereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment ofthe Company and shall make, not later than 48 hours of the conclusion of the Annual General Meeting, a consolidatedscrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing,who shall countersign the same and declare the result of the voting forthwith.

XV. The Results declared alongwith the report of the Scrutinizer shall be placed on the Company’s website www.cidadedegoa.comand on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing.The results shall also be immediately forwarded to the stock Exchanges where the company shares are listed.

By Order of the BoardFor Fomento Resorts and Hotels Limited

Date: May 30, 2016Place: Vainguinim Beach – Goa

Asmeeta Matondkar Company Secretary

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THECOMPANIES ACT, 2013Item No. 6

The Company proposes to subscribe to a newspaper (approx. 60 to 100 copies a day, depending upon the occupancy)named “The Goan” from Fomento Media , a unit of Sociedade de Fomento Industrial Pvt. Ltd. , a related party at marketvalue and the transaction shall be at all times at arm’s length basis. The proposal has been approved by the AuditCommittee and the Board and placed before the shareholders for ratification.The Company being in the hotel industry is required to subscribe to national as well as local newspapers to cater to therequests of the in-house guests. One of the local newspaper being provided is “The Goan”. The transactions entered intowith related parties are not in excess of the threshold limit of 10% of the annual turnover of the Company and as such thetransactions are not being considered as “material transactions” as per the applicable Listing Regulations. But as a goodcorporate governance practice the Board has placed the said resolution for ratification by the members of the Company.


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The relevant information is as follows:

Sr. No. Particulars

1 Name of the related party Fomento Media

2 Name of the director or key managerial Mr. Auduth Timblopersonnel who is related, if any

3 Nature of relationship Fomento Media being unit of Sociedade de FomentoIndustrial Private Limited, a Company in whichMr. Auduth Timblo is a Director and Shareholder

4 Nature of the contract or arrangement To subscribe newspapers

5 Material Terms particulars of the contract or Arrangement by the Company with Fomento Media,arrangement in this regard and the material terms are: Credit terms

between 30 days to 45 days from the date of invoice

6 Monetary value Upto Rs. 1,00,000/- in each financial year estimatedbased on the daily occupancy

7 Any other information relevant or important for Being in the hotel industry, the Company subscribesthe members to take a decision on the proposed to various newspapers to make them available toresolution its guests. The Company subscribes to various

newspapers as per the requests of the guests.The subscription of the newspapers as per therequirement is at Arm’s Length Price basis and inthe ordinary course of Company’s business. TheBoard is of the opinion that the above transactionsare in the best interests of the Company

The Board has approved the said transactions with related party and recommends the Special Resolution as set out atItem No.6 of the Notice for approval of the members.

Mr. Auduth Timblo is interested in the above special resolution by virtue of his Directorship and more than 2% shareholdingin Sociedade de Fomento Industrial Pvt. Ltd.

Mrs. Anju Timblo, Managing Director and CEO of the Company, is the wife of Mr. Auduth Timblo and may be deemed tobe interested in the resolution.

None of the other Directors and / or Key Managerial Personnel of the Company and / or their relatives is concerned orinterested, financial or otherwise in the resolution set out at Item No.6 of the Notice.

By Order of the Board For Fomento Resorts and Hotels Limited

Date: May 30, 2016 Asmeeta MatondkarPlace: Vainguinim Beach – Goa Company Secretary


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AnnexureDetails of director seeking re-appointment are as provided below:

Name of the Director

Date of Birth

Date of appointment

Qualification

Expertise

Name of other companies in whichhe holds Directorship as on 31stMarch, 2016 (excluding foreign &section 25 companies)

Chairman/Member of the AuditCommittee as on 31st March, 2016 ofother companies in which he isDirector

Chairman/Member of theShareholders/ Investors GrievanceCommittee as on 31st March, 2016 ofother companies in which he isDirector

Chairman/Member of theRemuneration Committee as on 31stMarch, 2016 of other companies inwhich he is Director

Shareholding in theCompany

Mr. Auduth Timblo

01/03/1949

20/07/1976

B.E., L.L.B.

Industrialist

1. Fomento Engineering and ConstructionsPvt. Ltd.

2. Sociedade de Fomento Industrial Pvt.Ltd

3. Fomento Barges Pvt. Ltd.4. Shelvona Riverside Railway Terminal

Limited5. Mormugao Maritima Limited

6. Fomar Pvt. Ltd.

7. Fomento Green and Waste ManagementServices Pvt. Ltd.

Nil

Nil

Nil

21,12,139 Shares


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ROUTE MAP FOR THE AGM VENUE

Address: Fomento Resorts and Hotels Limited.

Cidade de Goa, Vainguinim Beach, Goa - 403 004.


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FOMENTO RESORTS AND HOTELS LIMITED

CIN: L55101GA1971PLC000113Unit: Cidade de Goa, Vainguinim Beach, Goa – 403 004, India

Tel.: 91(832) 2454545 Fax: 91(832) 2454541/42Email: [email protected] website: www.cidadedegoa.com

45th Annual General Meeting - September 23, 2016.

Registered Folio no. / DP ID no. / Client ID no.:

Number of Shares held

I certify that I am a member / proxy for the member of the Company.

I hereby record my presence at the 45th Annual General Meeting of the Company at Cidade deGoa, Vainguinim Beach, Goa – 403 004, India, on September 23,2016.

Note: Please fill up this attendance slip and hand it over at the entrance of the meeting hall.Members are requested to bring their copies of the Annual Report to the AGM

Name of the member/proxy(In BLOCK letters)

Signature of the member/proxy


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Proxy FormFomento Resorts and Hotels LimitedCIN: L55101GA1971PLC000113Registered office: unit: Cidade de Goa, Vainguinim Beach, Goa – 403004E-mail ID: [email protected], Website: www.cidadedegoa.comPhone: 0832-2454545, Fax: 0832-2454541/42

Name of the member(s):Registered address:E-mail Id:Folio No/Client Id:DP ID:

I/We, being the member(s) of __________ shares of the above named company, hereby appoint

1. Name _______________ Address: ______________ E-mail Id: ______________ Signature: ___________ or failing him



As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 45th Annual General Meeting of thecompany, to be held on the 23rd day of September, 2016 at 4:00 p.m at Cidade de Goa, Vainguinim Beach, Goa – 403004 andat any adjournment thereof in respect of such resolutions as are indicated below:

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registeredoffice of the Company, not less than 48 hours before the commencement of the Meeting.

Signature of First Proxy Holder Signature of First Proxy Holder Signature of Third Proxy Holder

Signed this day of September, 2016 Signature of shareholder

AffixRevenueStamp

Resolution No. Resolutions

Ordinary Business

1 Adoption of Financial Statements for the year ended March 31, 2016

2 Declaration of dividend on Preference Shares

3 Declaration of Dividend on Equity shares

4 Re-appointment of Mr. Auduth Timblo, who retires by rotation

5 Ratification of appointment of M/s. H. K. Aparanji, Chartered Accountantsas Statutory Auditors

Special Business

6 Arrangement with Related Party

For Against


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M I S S I O N

To run a professionally managed organization and to ensure fairreturns to the investors.

To be an excellent “Value for Money Business & Leisure Resort”as a 5-Star in the domestic market and 4T and 5T in the internationalmarket.

To position Cidade de Goa as an Individual Goan hospitalityexperience at International Standards.

To diversify into other similar businesses.

To invest in education and research in the Hospitality Industry.

To be an environment friendly organization.

To contribute to community welfare.


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V A L U E S

IntegrityIntegrity will go beyond honesty and ethical practices of having the courage ofone’s convictions and standing up for one’s beliefs.

OpennessOpenness is understood not just as sharing information, thoughts and feelings andbeing up-front with others but being a good listener, open to other people’s viewsand feedback.

Respect for othersGod has made all human beings in his image and likeness. Everything we say or domust ensure respect for others and the protection of their dignity.

Fairness and JusticePeople in the Organization must believe that everyone will be measured with thesame yardstick. The rules, regulations, policies and procedures will be applieduniformly. That no matter how firm we are, we will also be fair and just. That noaction will be taken or response given unless we hear a person’s viewpoint.

Self disciplineWe must conform to organizational expectations and requirements even thoughnobody is watching. Nothing ensures discipline like self-discipline. We must walkthe talk.

HonestyWe must be honest to ourselves and to the Organisation by being committedperformers and delivering what we have promised, and what is expected of us.

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