|
To,
The Members of Graviss Hospitality Limited
Dear Shareholders,
Your Directors have pleasure in presenting the Sixty Fourth Annual
Report of Graviss Hospitality Limited ( the Company ) and the Audited Standalone and
Consolidated Financial Statements for the financial year ended 31st March, 2025.
FINANCIAL RESULTS
The performance of the Company for the financial year ended 31st March,
2025 is summarized below:
( in Lacs)
Particulars |
Standalone |
|
Consolidated |
|
|
2024-2025 |
2023-2024 |
2024-2025 |
2023-2024 |
Revenue from
Operations |
5,642 |
5,414 |
6,115 |
5,414 |
Other Income |
82 |
104 |
202 |
107 |
Total Income |
5,724 |
5,518 |
6,317 |
5,521 |
Depreciation
and amortisation expenses |
520 |
383 |
612 |
384 |
Other Expenses |
4,747 |
4,642 |
5,491 |
4,760 |
Total Expenses |
5,267 |
5,025 |
6,103 |
5,144 |
Profit/(Loss)
before exceptional |
|
|
|
|
items and tax |
457 |
493 |
214 |
378 |
Exceptional
items |
|
|
|
|
Profit/(Loss)
before tax |
457 |
493 |
214 |
378 |
Tax
expense/(credit) |
735 |
76 |
725 |
76 |
Profit/(Loss)
after exceptional |
|
|
|
|
items and tax |
1,192 |
417 |
939 |
301 |
OVERVIEW OF OPERATIONAL VIS-?-VIS FINANCIAL PERFORMANCE
On a standalone basis, your Company s total income during the year
under review was Rs. 5,724 lacs which is almost 3.73% higher than the previous year s
total income Rs. 5,518 lacs. The Company s income has improved as a result of remarkable
resilience and adaptability in the global tourism industry and the Management s ongoing
efforts to promote the business. Consequently, the net profit after tax stood at Rs.1,192
lacs as against net profit of Rs. 417 lacs in the previous year.
On a consolidated basis, your Company s total income during the year
under review was Rs. 6,317 lacs, lower than the previous year s total income Rs. 5,521
lacs. The Company earned a profit after tax of Rs. 939 lacs as against a post-tax profit
of Rs. 301 lacs during the financial year 2023-24 which is an encouraging sign regarding
the future growth of the Company.
BUSINESS OVERVIEW
An analysis of the Business and Financial Results are given in the
Management Discussion and Analysis Report which forms a part of the Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Companies Act, 2013 (hereinafter
referred to as the Act ), Regulation 33 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred
to as SEBI Listing Regulations ) and applicable Accounting Standards, the Audited
Consolidated Financial Statements of the Company for the financial year 2024-25, together
with the Auditors Report form a part of this Annual Report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
On 01st April, 2024, your Company purchased 10,000 Equity Shares of Rs.
10/- each (constituting 100% equity share capital) of Graviss Restaurants Private Limited
from Graviss Food Solutions Private Limited making Graviss Restaurants Private Limited its
wholly owned subsidiary with effect from the said date.
As on 31st March, 2025, your Company has three wholly owned
subsidiaries: Graviss Catering Private Limited, Graviss Hotels and Resorts Limited and
Graviss Restaurants Private Limited. Among these, Graviss Hotels and Resorts Limited
continues to be classified as a material unlisted subsidiary of the Company in accordance
with Regulation 16(1)(c) of the SEBI Listing Regulations, 2015, with effect from 7th June,
2021.
There has been no material change in the nature of the business of the
subsidiaries.
The Financial Performance of each of the Subsidiaries is detailed
below:
( in Lacs)
Sr. Name of
the Subsidiary Company |
Turnover |
Profit |
/ (Loss) |
Profit |
/ (Loss) |
No. |
|
|
Before
Tax |
After
Tax |
|
Current |
Previous |
Current |
Previous |
Current |
Previous |
|
Period |
Period |
Period |
Period |
Period |
Period |
1. Graviss
Hotels and Resorts Limited |
0 |
0 |
(135.75) |
(107.38) |
(135.72) |
(107.4) |
2. Graviss
Catering Private Limited |
83.9 |
0 |
97.04 |
(8.28) |
82.42 |
(8.28) |
3. Graviss
Restaurants Private Limited |
388.2 |
493.54 |
(204.95) |
(133.86) |
(199.98) |
(123.18) |
Your Company does not have any Joint Ventures or Associate Companies.
Pursuant to the provisions of Section 129(3) of the Act, a statement
containing the salient features of financial statements of the Company s subsidiaries in
Form No. AOC-1 is attached to the financial statements of the Company as Annexure A.
Further, in accordance with the third proviso to Section 136(1) of the
Act, the Annual Report of the Company, including its standalone and consolidated financial
statements, has been made available on the Company s website. In line with the fourth
proviso to the said Section, the audited financial statements of the subsidiary companies
have also been uploaded and can be accessed at:
https://www.gravisshospitality.com/investor-relations.html.
DIVIDEND
Considering the necessity for conserving resources for future growth
and development of the Company, the Board of Directors do not recommend payment of
dividend on the Equity Shares of the Company for the financial year ended 31st March,
2025.
TRANSFER TO RESERVES
The Company has transferred NIL amounts to the reserves during the
financial year 2024-25.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In accordance with the applicable provisions of the Act read with
Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules,
2016 ( IEPF Rules ), all unclaimed dividends are required to be transferred by the Company
to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the
shares on which dividend has not been claimed by the shareholders for seven (7)
consecutive years or more shall be transferred to the demat account of the IEPF Authority.
There is no unclaimed/unpaid dividend, liable to transfer to Investor
Education and Protection Fund (IEPF) in your Company.
MANAGEMENT DISCUSSION AND ANALYSIS
In compliance with the Regulation 34(2) of the SEBI Listing
Regulations, a separate section on the Management Discussion and Analysis giving details
of overall industry structure, developments, performance and state of affairs of the
Company s business, is annexed.
NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES
The details of the meetings of the Board of Directors and its
Committees, convened during the financial year 2024-25 are given in the Corporate
Governance Report which forms a part of this Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
(a) RE-APPOINTMENT BY RETIREMENT OF OFFICE BY ROTATION:
In accordance with the provisions of Section 152 of the Act, Mr. Gaurav
Ghai (DIN: 00074857), Managing Director, retires by rotation and being eligible offers
himself for re-appointment to the Board.
The above re-appointment forms part of the Notice of the Sixty Fourth
Annual General Meeting and the relevant resolution is recommended for your approval
thereto.
(b) DIRECTORS AND KEY MANAGERIAL PERSONNEL AND CHANGES AMONG THEM:
Mr. Romil Ratra Whole Time Director & Chief Executive Officer, Mr.
Farangilal B. Goyal Chief Financial Officer and Mrs. Jalpa G. Modi (n?e Salvi) Company
Secretary and Compliance Officer, are the Key Managerial Personnel of your Company in
accordance with the provisions of Section 2(51), 203 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, from time
to time.
1. The following were the changes in the Board of Directors of
Graviss Hospitality Limited during the year:
Mr. Mahendra Doshi (Non-Executive and Independent Director) (DIN:
00123243) and Mr. Gulshan Bijlani (Non-Executive and Independent Director) (DIN: 01987683)
held office as Independent Directors since 01st April, 2014 till 31st March, 2024 i.e. for
two consecutive terms of 5 (five) years each. Hence, as per the provisions of Section
149(11) of the Act, they ceased to be Independent Directors w.e.f. 01st April, 2024.
Mr. Harsh Kumar Varma (Non-Executive and Non Independent Director)
(DIN: 03421941) and Mr. Vikram Seth (Non-Executive Director and Non Independent Director)
(DIN: 00234960) resigned from the Directorships of the Company w.e.f 01st April, 2024 due
to personal commitments.
Pursuant to Section 167 (1) (b) of the Act, Mr. Ravi Ghai (DIN:
00074612) ceased to be a Director w.e.f 16th May, 2024. He was thereafter appointed as an
Additional Director (Non-Executive and Non-Independent) and Non-Executive Chairman of the
Company with effect from 01st June, 2024 which was subsequently regularised as a Director
(Non-Executive and Non-Independent) and Non-Executive Chairman through a Special
Resolution passed at the Annual General Meeting of the Company held on 27th September,
2024.
2. The following were the changes in the Board of Directors in
the Material Unlisted Subsidiary of the Company i.e Graviss Hotels and Resorts Limited
during the year:
As per Regulation 24 (1) of SEBI Listing Regulations requires at least
one independent director of the listed entity to be a director of its unlisted material
subsidiary. Consequent upon the cessation of Mr. Gulshan Bijlani (DIN: 01987683) as an
Independent Director of your Company w.e.f. 01st April, 2024, he ceased to be a Director
on the Board of the materially unlisted company i.e. Graviss Hotels and Resorts Limited
from that date as well. To ensure continued compliance with the aforesaid regulation, Mr.
Krishnakant Minawala (DIN: 00754535) was appointed as an Additional Director of Graviss
Hotels and Resorts Limited with effect from 01st April, 2024. His appointment was
subsequently regularised as a Non-Executive Director through a resolution passed at the
Annual General Meeting of the Company held on 27th September, 2024.
Ms. Gaurika Chandhok (DIN: 08070903) resigned from the Directorship of
the Company w.e.f 18th June, 2024.
(c) DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as prescribed under the
provisions of the Act, read with the Schedules and Rules issued thereunder, as well as
clause (b) of sub-regulation (1) of Regulation 16 of the SEBI Listing Regulations
(including any statutory modification(s) or re-enactment(s) thereof for the time being in
force). There has been no change in the circumstances affecting their status as
Independent Directors of the Company.
In terms of Regulation 25(8) of the SEBI Listing Regulations, the
Independent Directors have confirmed that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that could impair or impact their
ability to discharge their duties.
During the year under review, the Independent Directors of the Company
had no pecuniary relationship or transactions with the Company, other than sitting fees
and reimbursement of expenses, if any, incurred by them and as applicable; for the purpose
of attending meetings of the Board/Committee of the Company.
(d) FAMILIARISATION PROGRAMME:
Whenever any person joins the Board of the Company as a Director, an
induction programme is arranged for the new appointee, wherein the appointee is
familiarised with the Company, his/her roles, rights and responsibilities in the Company,
the Code of Conduct of the Company to be adhered, nature of the industry in which the
Company operates, and business model of the Company.
The details of such familiarization programmes have been disclosed on
the Company s website under the web link:
https://www.gravisshospitality.com/investor-relations.html.
(e) BOARD EVALUATION:
Pursuant to the provisions of the Act read with rules issued thereunder
and Regulation 17(10) of SEBI Listing Regulations, the Board of Directors on
recommendation of the Nomination & Remuneration Committee has carried out an annual
evaluation of its own performance, board committees and individual Directors (including
independent directors and Chairperson).
The performance of the Board was evaluated by the Board after seeking
inputs from all the Directors on the basis of criteria such as the Board Composition and
Structure; Degree of fulfillment of key responsibilities towards stakeholders (by way of
monitoring corporate governance practices, participation in the long-term strategic
planning, etc.); Effectiveness of board processes, information and functioning, etc.;
Extent of co-ordination and cohesiveness between the Board and its Committees; and Quality
of relationship between Board Members and the Management.
The performance of the committees was evaluated by the Board after
seeking inputs from the committee members on the basis of criteria such as the composition
of committees, effectiveness of committee meetings, etc.
The evaluation criterion is in compliance with the Guidance Note on
Board Evaluation issued by the Securities and Exchange Board of India on 05th January,
2017.
<p >The Statutory Auditors of the Company have not reported any fraud as
specified under Section 143(12) of the Act, in the year under review.
(f) DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND PARTICULARS OF
EMPLOYEES:
The remuneration paid to the Directors is in accordance with the
Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act
and Regulation 19 of the SEBI Listing Regulations (including any statutory modification(s)
or re-enactment(s) for the time being in force). The salient aspects covered in the
Nomination and Remuneration Policy have been outlined in the Corporate Governance Report
which forms part of this Report. The Chief Executive Officer (CEO) of your Company does
not receive remuneration from any of its subsidiaries.
The information required under Section 197 of the Act read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Directors/employees of your Company is set out in Annexure B to this Report.
Your Directors wish to place on record their appreciation for the good
services rendered by the employees at all levels of the Company.
AUDIT COMMITTEE
The Audit Committee (re-constituted w.e.f 30th May, 2024) of your
Company comprises of three Members viz. Mr. Krishnakant V. Minawala, a Non-Executive and
Independent Director as the Chairman and Mr. Bhavnesh Sawhney, a Non-Executive and
Independent Director, Mrs. Usha Chandani, a Non-Executive and Independent Woman Director
as the Members of the Committee.
The details including the attendance of the Members at the Meetings and
terms of Reference are included in the Corporate Governance Report, which forms a part of
the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company in its Board Meeting dated 13th August, 2024 has
constituted Corporate Social Responsibility Committee. The Committee comprises of 3(three)
members wherein Mr. Bhavnesh Sawhney, a Non-Executive and Independent Director being the
Chairman and Mr. Gaurav Ghai, Managing Director and Mr. Romil Ratra, Chief Executive
Officer and Whole-Time Director as the Members of the Committee.
The Company is covered under the provisions of Section 135 of the Act.
However, it was not required to spend any amount towards Corporate Social Responsibility
activities during the year.
CORPORATE SOCIAL RESPONSIBILITY
Considering the turnover, net worth and profitability of the Company
during the year ended 2023-24, the provisions of Section 135 of the Act and the Companies
(Corporate Social Responsibility Policy), 2014 were applicable to the Company during the
financial year 2024-25. However, it was not required to spend any amount towards Corporate
Social Responsibility activities during the year. The report on CSR activities is annexed
and forms part of this report as Annexure C.
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) and 134(3)(a) of the Act, read with
Rule 12 of Chapter VII, Companies (Management and Administration) Amendment Rules, 2020,
Annual Return in Form MGT-7 for financial year 2024-25 shall be made available on the
website of the Company and can be accessed at
https://www.gravisshospitality.com/investor-relations.html.
CORPORATE GOVERNANCE
In compliance with the requirements of Chapter IV read with Schedule V
of SEBI Listing Regulations, 2015, a separate report on Corporate Governance along with
the Auditors certificate on its compliance, forms an integral part of this Report.
LISTING OF SHARES
The Company s equity shares are listed on the Bombay Stock Exchange
Limited (BSE). Further, the listing fees as applicable have been duly paid to the BSE
Limited.
AUDITORS AND THEIR REPORT
(a) STATUTORY AUDITORS:
At the 63rd Annual General Meeting held on 27th September, 2024, M/s.
A. T. Jain & Co., Chartered Accountants (Firm Registration Number: 103886W) were
re-appointed as Statutory Auditors of the Company to hold office for a second term of 5
(five) consecutive years from conclusion of the 63rd Annual General Meeting until the
conclusion of the 68th Annual General Meeting of the Company, to be held for the financial
year 2028-29.The Company has received written consent and a certificate from M/s. A. T.
Jain & Co., Chartered Accountants, Mumbai (Firm Registration Number: 103886W) that
they satisfy the criteria provided under Section 141 of the Act and that the appointment
is in accordance with the applicable provisions of the Act and rules framed thereunder and
are not disqualified from continuing.
The Statutory Auditors of the Company have issued an unmodified opinion
on the Financial Statements for the financial year ended 31st March, 2025. The Auditor s
Report for the financial year ended 31st March, 2025 does not contain any qualification,
reservation or adverse remarks.
(b) COST AUDITORS:
Maintenance of cost records as specified by the Central Government
under Section 148 (1) of the Act and Companies (Cost Records and Audit) Rules, 2013 is not
applicable to the Company.
(c) INTERNAL AUDITORS:
Pursuant to the provisions of Section 138 of the Act read with the
rules made thereunder, M/s. V. Sankar Aiyar & Co., Chartered Accountants (Firm
Registration No. 109208W), conducted the Internal Audit of the Company for the financial
year 2024-25.
The Audit Committee at its meeting held on 22nd May, 2025 considered
and recommended to the Board the re-appointment of M/ s. V. Sankar Aiyar & Co. as the
Internal Auditors of the Company for the financial year 2025-26. The Board of Directors,
at its meeting held on the same day, approved the said recommendation and accordingly
re-appointed M/s. V. Sankar Aiyar & Co., Chartered Accountants, as the Internal
Auditors for the financial year 2025-26.
(d) SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Act read with rules
made thereunder and SEBI Listing Regulations, the Board had appointed M/s. Ferrao MSR and
Associates, Practicing Company Secretaries (Peer Reviewed) (FRN: P2016MH055100), as the
Secretarial Auditors to conduct Secretarial Audit of the Company and its material
subsidiary for the financial year 2024-25. Your Company had received consent from M/s.
Ferrao MSR & Associates to act as the Secretarial Auditor for conducting audit of the
Secretarial records for the financial year 2024-25. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark. The Secretarial Audit Report for
the financial year ended 31st March, 2025 is annexed as Annexure D.
Pursuant to the amended provisions of Regulation 24A of the SEBI
Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, based on the
recommendation of Audit Committee, the Board of Directors have approved the appointment of
Martinho Ferrao & Associates, Practicing Company Secretaries having COP: 5676 and FCS:
6221 (Peer Reviewed), as the Secretarial Auditor of the Company for a term of five (5)
consecutive years, commencing from financial year 2025-26 till financial year 2029-30,
subject to the approval of the shareholders. The resolution pertaining to the appointment
of Martinho Ferrao & Associates (Peer Reviewed), Practicing Company Secretaries, as
the Secretarial Auditor forms part of the Notice convening the 64th Annual General Meeting
of your Company.
Graviss Hotels and Resorts Limited became a material unlisted
subsidiary of your Company w.e.f 07th June, 2021. As per Regulation 24A of SEBI Listing
Regulations, 2015 and SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08th February, 2019 a
listed Company is required to annex the Secretarial Audit Report of its material unlisted
subsidiary in the Board s Report. Accordingly, the Secretarial Audit Report of Graviss
Hotels and Resorts Limited for financial year 2024-25 issued by M/s. Ferrao MSR and
Associates is annexed to this report as Annexure E.
NOMINATION AND REMUNERATION POLICY
The Board has, upon the recommendation of the Nomination &
Remuneration Committee, framed a policy for selection and appointment of Directors, Key
Managerial Personnel, Senior Management and their remuneration including criteria for
determining qualifications, positive attributes, Independence of a Director and other
matters provided under Section 178(3) of the Act.
The Nomination & Remuneration Policy is also displayed on the
Company s website under the web link:
https://www.gravisshospitality.com/investor-relations.html
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT
WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the
Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy
aims to provide protection to employees at the workplace and prevent and redress
complaints of sexual harassment and for matters connected therewith or incidental thereto,
with the objective of providing a safe working environment, where employees feel secure.
Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All the employees (permanent, contractual and trainees) are
covered under this policy. The following is a summary of the sexual harassment complaints
as on 31st March, 2025:
Number of
complaints received during the FY 2024-25 |
|
NIL |
Number of
complaints disposed during the FY 2024-25 |
|
NIL |
Number of
complaints pending at the end of the FY 2024-25 |
|
NIL |
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism Policy in compliance with the
provisions of Section 177 (9) of the Act and Regulation 22 of the SEBI Listing
Regulations, with an objective to conduct its affairs in a fair and transparent manner and
by adopting the highest standards of professionalism, honesty, integrity and ethical
behavior. The Company has established mechanism for reporting concerns about unethical
behaviour, actual or suspected fraud, violation of our Code of Conduct and Ethics.
The details of the policy have been disclosed in the Corporate
Governance Report, which forms a part of the Annual Report and is also available on
https://www.gravisshospitality.com/investor-relations.html.
APPLICATIONS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
There were no applications made by the Company or upon the Company
under the Insolvency and Bankruptcy Code, 2016 during the year under review. There are no
proceedings pending under the Insolvency and Bankruptcy Code, 2016 by / against the
Company as on 31st March, 2025.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION
During the year under review, there were no settlements made by the
Company for any loan / borrowing taken from the Banks or Financial Institutions and hence
no comment with regard to the details of difference between amount of the valuation done
at the time of one-time settlement and the valuation done while taking loan from the Banks
or Financial Institutions is made in this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The requirements of disclosure with regard to Conservation of Energy
and Technology Absorption in terms of Section 134 of the Act read with the Companies
(Accounts) Rules, 2014, are not applicable to the Company, since it doesn t own any
manufacturing facility.
During the year under review the following were the Foreign Exchange
earnings and outgo of the Company: Foreign Exchange earned during the financial Year
2024-25 in terms of actual inflow,s: Rs. 2522.30 lacs Foreign Exchange outgo during the
financial Year 2024-25 in terms of actual outflows: Rs.307.87 lacs
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, NIL amounts were transferred by the
Company to the Investor Education and Protection Fund.
PUBLIC DEPOSITS
During the financial year 2024-25, your Company has not accepted any
deposit within the meaning of Sections 73 and 76 of the Act read together with the
Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of loans, guarantees and investments under the provisions of
Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules,
2014, as on 31st March, 2025, are set out in Note Nos. 6 & 7 to the Standalone
Financial Statements forming part of this report. The Members are requested to refer to
the said Notes for details in this regard.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and the SEBI Listing
Regulations, the Company has formulated a Policy on Related Party Transactions and the
same can be accessed on the Company s website at
https://www.gravisshospitality.com/investor-relations.html.
All Related Party Transactions which were entered during the financial
year 2024-25 were on an arm s length basis and in the ordinary course of business. There
were no materially significant related party transactions made by the Company with related
party(s) as defined under Section 2(76) of the Act which may have a potential conflict
with the interest of the Company at large. All transactions with related parties were
reviewed and approved by the Audit Committee and are in accordance with the Policy on
dealing with and Materiality of Related Party Transactions, formulated by the Company.
There are no materially significant related party transactions that may have potential
conflict with interest of the Company at large.
The details of the related party transactions of the Company as
required under Accounting Standard 18 are set out in Note No. 42 to the Standalone
Financial Statements forming part of this Annual Report.
All contracts/arrangements/transactions entered by the company during
the financial year with related parties were in the ordinary course of business and on an
arm s length basis. Therefore, Form AOC-2 is not required to be annexed to this report.
INTERNAL FINANCIAL CONTROLS
The Company has sound internal financial controls commensurate to the
size and nature of its business. The Company periodically reviews the internal financial
controls in the light of new statutes, changes in business models, adoption of new
technology solutions and suggestions for improvements received from employees. Further,
the details in respect of internal financial control and their adequacy are also included
in the Management Discussion and Analysis, which forms a part of the Annual Report.
RISK MANAGEMENT
Pursuant to Section 134 of the Act, the Company has a Risk Management
Policy in place for identification of key risks to its business objectives, impact
assessment, risk analysis, risk evaluation, risk reporting and disclosures, risk
mitigation and monitoring, and integration with strategy and business planning. The major
risks identified by the businesses and functions are systematically addressed through
mitigating actions on a continuing basis.
SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS
There were no significant/material orders passed by any of the
Regulators or Courts or Tribunals impacting the going concern status of your Company or
its operations in future during the financial year 2024-25.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
There are no material changes affecting the financial position of the
Company subsequent to the close of the financial year 2024-25 till the date of this
Report.
CHANGE IN NATURE OF BUSINESS
During the year under review, there has been no change in the nature of
business of the Company.
REGISTERED OFFICE OF THE COMPANY
There has been no change in the registered office of the Company during
the year.
The registered office is situated at Plot No. A4 & A5, Khandala
MIDC, Phase II, Kesurdi, Khandala, Satara 412801.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) of the Act, the Directors confirm that:
(a) In the preparation of the annual accounts for the financial year
ended 31st March, 2025, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any;
(b) accounting policies have been selected and applied consistently and
judgments and estimates have been made that are reasonable and prudent so as to give a
true and fair view of the state of affairs of your Company as at 31st March, 2025;
(c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) proper internal financial controls laid down by the Directors were
followed by the Company and that such internal financial controls are adequate and were
operating effectively and;
(f) proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and operating
effectively.
DISCLOSURE REQUIREMENTS
As per SEBI Listing Regulations, the Corporate Governance Report with
the Practicing Company Secretary s Certificate thereon, and the Management Discussion and
Analysis are attached as a separate section which forms a part of the Annual Report.
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively.
DEMAT ESCROW ACCOUNT
During the year under review, the Company opened a Demat Escrow Account
with Ambit Capital Private Limited in compliance with SEBI regulations. The account has
been established to facilitate the credit of shares in instances where the securities
holder or claimant does not submit a dematerialisation request within 120 days from the
date of issuance of the letter of confirmation. In such cases, the Registrar and Transfer
Agent (RTA) shall transfer the shares to the said Demat Escrow Account, ensuring
regulatory compliance and safeguarding shareholder interests.
ACKNOWLEDGEMENTS
The Directors thank the Company s various stakeholders such as
shareholders, customers, vendors, investors and partners for their continuous support.
The Directors also thank the Government of India, Governments of
various states in India, Governments of various countries and concerned Government
departments and agencies for their co-operation.
The Directors appreciate and value the contribution made by all our
employees and their families and the contribution made by every other member of the
Graviss family, for making the Company what it is.
|
For and on
behalf |
of the Board
of Directors |
|
For
GRAVISS HOSPITALITY LIMITED |
|
Sd/- |
Sd/- |
|
Romil Ratra |
Gaurav Ghai |
Place: Mumbai |
CEO &
Whole Time Director |
Managing
Director |
Dated: August
13, 2025 |
(DIN:
06948396) |
(DIN:
00074857) |
|