Dear Members
Your Directors' present the 42nd Annual Report on the business and
operations of your Company, together with the audited accounts for the year ended 31st
March, 2023.
1. Financial Performance
The financial performance of the Company during the year under review is summarized
below:
|
|
Rs. Lakhs |
Particulars |
Financial year 2022-23 |
Financial Year 2021-22 |
Revenue from Operations |
17,288.32 |
7,299.71 |
Other Income |
997.07 |
332.32 |
Total income |
18,285.39 |
7,632.03 |
Less: Expenses other than finance costs and depreciation/amortization |
15,700.10 |
9,374.96 |
Less: Finance costs |
510.67 |
235.34 |
Less: Depreciation and amortisation expenses |
1,114.36 |
1,276.37 |
Profit/(loss) before exceptional items and Tax |
960.26 |
(3,254.64) |
Exceptional items - Profit/ (loss) (net) |
(99.52) |
(996.32) |
Profit/(loss) before Tax |
860.74 |
(4,250.96) |
Tax expense |
96.06 |
- |
Profit/(loss) after Tax |
764.68 |
(4,250.96) |
Other comprehensive income/(loss), net of tax |
(109.54) |
301.66 |
Total comprehensive income for the year |
655.15 |
(3,949.30) |
Earnings Per Share (Basic and Diluted) |
0.12 |
(0.66) |
Your Company recorded a turnover of Rs.18,285.39 Lakhs as against Rs.7,632.03 Lakhs in
previous financial year. The Company registered profit before tax of Rs.860.74 Lakhs for
the financial year ended 31st March, 2023 against a loss of Rs.4,250.96 Lakhs
in the previous financial year.
There has been no fundamental change in the nature of business of the Company during
the financial year ended 31st March, 2023.
2. Share Capital
During the year, the Company has not issued or allotted any securities. The issued and
paid up share capital of the Company as on 31st March, 2023 stands at
Rs.131,85,19,798/- (Rupees one hundred thirty one crores eighty five lakhs nineteen
thousand seven hundred ninety eight only) divided into 65,92,59,899 (sixty five crores
ninety two lakhs fifty nine thousand eight hundred ninety nine) Equity Shares of face
value of '2/- (Rupees two only) each.
3. Dividend
Your directors do not recommend any dividend for the financial year ended 31st
March, 2023.
4. Dividend Distribution Policy
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 [SEBI Listing Regulations], the
Board of Directors of the Company had formulated a Dividend Distribution Policy which is
available on the Company's website at https://
www.hlvltd.com/assets/investors_relations/Dividend%20 DistributionX20Policy.pdf .
5. Material Changes and Commitments affecting Financial Position of the Company having
occurred since the end of the financial year and till the date of this report
No material changes and commitments affecting the financial position of the Company
have occurred between the end of the financial year i.e. 31st March, 2023 and
date of this Directors' Report.
6. Management Discussion and Analysis
A detailed review of the operations, performance and future outlook of the Company and
its businesses is given in the Management Discussion and Analysis, which forms part of
this Annual Report.
7. Litigations against the Company
(i) Litigation on the transaction with Brookfield for sale of Undertakings
ITC Limited and its subsidiary Russel Credit Limited, members of the Company holding
then 8.72% (at present 8.34%) of the equity share capital, have on 22nd April,
2019 filed against the Company, a petition under Section 241 of the Companies Act, 2013
for oppression and mismanagement along with 2 applications for urgent hearing and for
waiver of the requirement of minimum threshold of 10% shareholding in relation to the
transaction with BSREP III India Ballet Pte. Ltd. or its affiliates
("Brookfield") for sale of hotel undertakings before the NCLT in May 2019 which
is to be reheard in future as the Bench hearing the case is reconstituted. Though the case
was listed from time to time, due to paucity of time the matter will be taken up in due
course of time.
Two minority members i.e. ITC Limited and Life Insurance Corporation of India (LIC) had
filed complaint with the Securities and Exchange Board of India (SEBI) against the
aforesaid transaction with Brookfield, alleging violation of the provisions related to
related party transactions and oppression and mismanagement by the majority members
against minority members. Later LIC withdrew from contesting this case. On 23rd July,
2019, SEBI passed its detailed, reasoned and speaking order in the matter of
"Complaints Filed by Minority Shareholder of Hotel Leela Venture Limited".
Aggrieved by the aforesaid Order, ITC filed an appeal before the Hon'ble Securities
Appellate Tribunal ("SAT") challenging the findings in the Order.
On 14th August, 2019, ITC sought interim relief in the nature of a direction
from the Hon'ble SAT that till the Appeal is finally heard, the Promoters of the Company
and JM Financial Asset Reconstruction Company Limited should be restrained from voting in
respect of the proposed sale of the Undertakings, failing which the captioned Appeal would
be rendered infructuous. The Hon'ble SAT did not find it proper to grant a stay with
respect to the Postal Ballot Notice and/or the voting process. The final judgment of the
Hon'ble SAT was pronounced on 26th September, 2019, wherein the appeal of ITC
has been rejected. Subsequently, ITC has filed a statutory appeal in the Supreme Court of
India and reply has been filed by all the respondents. The matter will be listed in due
course of time before the Supreme Court of India.
(ii) Litigations with Airports Authority of India
There are ongoing disputes regarding the exorbitant demand of lease rentals and royalty
in the form of Minimum Guaranteed Amount with Airports Authority of India (AAI) [as
referred in the Lease Deed executed between the Company and AAI] which is in relation to
the Mumbai Hotel land, admeasuring 18,000 sq.m and the adjacent land of 11,000 sq.m. The
Company initiated Arbitration proceedings in the High Court of Bombay in 2017. AAI
simultaneously initiated Eviction Proceedings against the Company, which is still
continuing before the Eviction Officer at Mumbai. However, there is a stay to the Eviction
Proceedings, as granted by the Bombay High Court. There are a few litigations in this
regard, pending in the Bombay High Court, Supreme Court and the Local District Court in
Mumbai. The cases will be taken up in due course of time.
In the meantime, the Company has approached AAI to settle the matter, which is
progressing before the Settlement Advisory Committee (SAC) that is duly constituted by the
Board of AAI since December, 2019. The Company is awaiting the outcome of the same.
(iii) Litigations on the Company's land in Hyderabad
The Company had entered into an MOU on 9th April, 2014, with PBSAMP Projects
Private Limited (PBSAMP) for sale of land owned by the Company in Hyderabad admeasuring 3
acres and 28 guntas for a consideration of Rs.85 crores. As per the MOU, the Company had
agreed to settle all pending litigations on the land and obtain permission under the Urban
Land Ceiling Act (ULC) for change in land usage from hotel to residential and for
permission to alienate the land within 180 days from the date of MOU. As per the MOU,
PBSAMP had advanced '15.5 crores to the Company and the Company settled two claims out of
this amount. However, the Company could not settle remaining claims and could not get
permission from the State Government under the Urban Land Ceiling Act (ULC) for change in
land usage and to alienate the land. At present, there are five suits pending in the City
Civil Court against the Company, wherein the Plaintiffs claim to be the owners of certain
portion of the aforesaid land.
PBSAMP terminated the MOU on completion of 180 days from the date of MOU and demanded
refund of Rs.15.5 crores together with interest @ 21% per annum. Since the Company could
not make payment, they initiated legal proceedings against the Company and secured an
arbitral award in their favour. As per the arbitral award dated 8th September,
2019 an amount of Rs.35 Crores inclusive of interest needs to be paid to the Claimant
within 90 days of the award. The Company has filed an appeal under section 34 of the
Arbitration and Conciliation Act, 1996 against the said impugned award before City Civil
Court at Hyderabad which was dismissed. PBSAMP filed an Execution Petition before the City
Civil Court, Hyderabad for execution of the said arbitral award. The Company paid an
amount of Rs.39,41,43,969/-, including interest, to PBSAMP The matter is now kept for
final arguments on the aforesaid amount before the City Civil Court in Hyderabad.
8. Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and the Company's operations in future
No significant and material orders have been passed by the regulators or courts or
tribunals impacting the going concern status and the Company's operations in future.
However, attention of the Members is drawn to the legal proceedings pending against the
Company as mentioned at Para No.7 of this Board Report.
9. Management
i. Directors
As on the date of this Report, the Company has Eight (8) Directors consisting of Four
(4) Independent Directors, Two (2) Executive Directors and Two (2) Non-executive
Directors.
(a) Appointment of Directors
The Board of Directors on the recommendation of Nomination and Remuneration Committee
at their meeting held on 3rd October, 2022 have appointed Mr. Vivek Nair (DIN:
00005870) as the Chairman and Managing Director and Mr. Dinesh Nair (DIN: 00006609) as the
Co-Chairman and Managing Director of the Company for a period of three years respectively
commencing from 3rd October, 2022 upto 2nd October, 2025 and
Mr.Shereveer Shereyar Vakil (DIN: 08068987) as an Additional Director in the capacity of
Non-Executive, Independent Director of the Company to hold office for a period of five
years from 3rd October, 2022 to 2nd October, 2027 not liable to
retire by rotation. The members have approved the same via postal ballot on 20th
November, 2022.
The Board of Directors on the recommendation of Nomination and Remuneration Committee
vide their Circular Resolution dated 4th May, 2023 have appointed Ms. Niranjana
Unnikrishnan (DIN: 10140976) as an Additional Director in the capacity of Non-Executive,
Independent Director of the Company to hold office for a term of five years from 8th
May, 2023 to 7th May, 2028 and at their meeting held on 29th May,
2023 have re-appointed Ms. Saija Ramchandran Nair (DIN: 03623949) as a Non-Executive
Independent Director of the Company for the second consecutive term of five years
commencing from 30th May, 2023 upto 29th May, 2028, subject to
approval of the Members of the Company at the ensuing Annual General Meeting.
We seek approval of members for appointment of Ms. Niranjana Unnikrishnan (DIN:
10140976) and Ms.Saija Ramchandran Nair (DIN: 03623949) as Non-Executive Independent
Directors of the Company not liable to retire by rotation.
(b) Cessation of Directorship
Mr. Vinay Kapadia (DIN: 07958301) and Mr. Vijay Sharma (DIN 00138852), Independent
Directors of the Company, their term of five years ended on 6th October, 2022
and 8th May, 2023 respectively.
(c) Director retiring by rotation
Mrs. Salini Madhu Nair (DIN 00011223) is liable to retire by rotation at the ensuing
Annual General Meeting and offers herself for re-appointment.
We seek approval of members for appointment of Mrs. Salini Madhu Nair (DIN 00011223) as
Non-Executive Director of the Company liable to retire by rotation.
(d) Disqualification of Directors
In terms of the provisions of section 164(2)(b) of the Companies Act 2013, any person
who is or has been a Director of a Company, which has failed to repay the deposits
accepted by it or pay interest thereon or to redeem any debentures on the due date or pay
interest due thereon or pay any dividend declared and such failure to pay or redeem
continues for one year or more, shall not be eligible to be re-appointed as a Director of
that company or appointed in other company for a period of 5 years from the date of
default. Moreover, pursuant to section 167(1)(a), a director incurring the
disqualification under section 164(2) has to vacate his office of director in all other
companies, other than the company which is in default under that sub-section.
The Company had defaulted in payment of installments towards redemption of principal
amounts due on Secured Redeemable Non-Convertible Debentures and also defaulted in payment
of interest on the Debentures issued to LIC of India. Accordingly, the disqualification
under the aforesaid provision got triggered on 30th September, 2017. The
Company made a one-time settlement with the debenture holder in October, 2019.
Due to default as mentioned above, all the Directors on the Board as on 30th
September 2017 and the directors appointed thereafter and before the settlement with the
debenture holder in October 2019 became disqualified.
Mr. Vivek Nair (DIN 00005870), Mr. Dinesh Nair (DIN 00006609), Mrs. Anna Rajan Malhotra
(DIN 00005903), Mr. Vinay Kapadia (DIN 07958301), Ms. Saija Nair (DIN 03623949) and
Mr.Vijay Sharma (DIN 00138852) were disqualified during the abovementioned period. Mr.
Vivek Nair, Mr. Dinesh Nair and Ms. Saija Nair their applications for removal of
disqualification were approved by Ministry of Corporate Affairs. Mrs. Anna Rajan Malhotra
passed away on 17th September, 2018.
During the year, the two remaining disqualified directors Mr. Vinay Kapadia and Mr.
Vijay Sharma, completed their term of five years as Independent Directors as permitted
under Section 167(1)(a) of the Companies Act, 2013. Mr. Vinay Kapadia's term expired on 6th
October, 2022 and that of Mr. Vijay Sharma expired on 8th May, 2023.
As on the date of this Report none of the Directors of the Company are disqualified
under section 164 of the Companies Act, 2013.
(e) Declaration by Independent Directors and statement on compliance of code of conduct
The Company has received necessary declaration from each of the Independent Directors,
under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of
Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of
SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. In the opinion of
the Board, the Independent Directors fulfill the conditions of independence specified in
Section 149(6) of the Act and Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015. There has been no change in the circumstances affecting
their status as independent directors of the Company. The Independent Directors have also
confirmed that they have complied with the Code for Independent Directors prescribed in
Schedule IV to the Companies Act, 2013 and Company's "Code of Conduct for Board
Members and Senior Management Personnel. The disqualified Independent Directors as
mentioned in para 9(i)(d) have served their term of five years as permitted under Section
167(1)(a) of the Companies Act, 2013.
In the opinion of the Board all the Independent Directors possess integrity, expertise
and experience (including the proficiency).
All of the Independent Directors have passed online proficiency self-assessment test
conducted by the Indian Institute of Corporate Affairs notified under sub-section (1) of
section 150 except Ms. Niranjana Unnikrishnan who was appointed with effect from 8th
May, 2023.
(f) Woman Director
Your Company has complied with the provisions of Section 149 of the Companies Act, 2013
and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 with respect to appointment of woman director. Your Company has four women directors
among them two are independent directors. Ms. Saija Nair and Ms. Niranjana Unnikrishnan
are the Women Independent Directors of the Company.
ii. Key Managerial Personnel (KMP)
The Company has following persons as Key Managerial Personnel in accordance with
section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.
Sr. No. |
Name of the Person |
Designation |
1 |
Mr. Vivek Nair |
Chairman and Managing Director |
2. |
Mr. Dinesh Nair |
Co-Chairman and Managing Director |
3. |
Mr. Umesh Dombe |
Chief Financial Officer |
4. |
Ms. Savitri Yadav |
Company Secretary |
iii. Meetings of the Board
Regular meetings of the Board are held to discuss and decide on various business
policies, strategies and other businesses. The schedule of the Board/Committee meetings to
be held in the forthcoming financial year are circulated to the Directors in advance to
enable them to plan their time schedule for effective participation in the meetings.
During the Financial Year, the Board of Directors met five times i.e. on 27th
May, 2022, 10th August, 2022, 3rd October, 2022, 11th November,
2022 and 6th February, 2023. Detailed information on the meetings of the Board
is included in the Report on Corporate Governance', which forms part of this Annual
Report.
iv. Audit Committee
The Audit Committee met five times during the year under review. The Audit Committee is
constituted in accordance with the provisions of Section 177 of the Companies Act, 2013
and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. As on the date of this Report, the Committee comprises of four
Directors, i.e. three Independent Directors and a Non- executive Non-Independent Director
as a member.
The details with respect to the composition, roles, terms of reference, etc. of the
Audit Committee are given in detail in the Report on Corporate Governance' of the
Company which forms part of this Annual Report.
There are no recommendations of the Audit Committee which have not been accepted by the
Board.
v. Nomination and Remuneration Committee
The Nomination and Remuneration Committee met twice during the year under review. As on
the date of this Report, the Committee comprises of four Directors, i.e. three Independent
Directors and one Non-Executive Non-Independent Director as members.
The details with respect to the composition, roles, terms of reference, etc. of the
Nomination and Remuneration Committee are given in detail in the Report on Corporate
Governance' of the Company which forms part of this Annual Report.
vi. Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee met once during the year under review. As on
the date of this Report, the Committee comprises of four Directors, i.e. three Independent
Directors and one Non Executive - Non Independent Director as members.
The details with respect to the composition, roles, terms of reference, etc. of the
Committee are given in detail in the Report on Corporate Governance' of the Company
which forms part of this Annual Report.
vii. Risk Management Committee
The Risk Management Committee is constituted in accordance with the provisions of
Regulation 21 and Part D of Schedule II of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The Committee met twice during the year under review. As on the date of this Report,
the Committee comprises of two Independent Directors, one Non-Executive Non-Independent
Director and one Senior executive who is Chief Financial Officer of the Company as
members.
The details with respect to the composition, roles, terms of reference, etc. of the
Committee are given in detail in the Report on Corporate Governance' of the Company
which forms part of this Annual Report.
viii. Policy on Directors' Appointment and Remuneration
The Company has formulated and adopted the "Nomination, Appointment and
Remuneration Policy" for Directors, Key Managerial Personnel and Senior Management
Personnel of the Company in accordance with the provisions of Companies Act, 2013 read
with the Rules made there under and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The said Policy of the Company, provides for Criteria for determining
qualifications, positive attributes and independence of a director, Policy on Diversity of
Board of Directors, Policy on Remuneration of the Directors, Key Managerial Personnel and
Senior Management of the Company, Succession Plan for Board of Directors and Senior
Management.
The Policy on Remuneration of the Directors, Key Managerial Personnel and Senior
Management of the Company as well as the weblink of the same is provided in the
Report on Corporate Governance'.
ix. Performance Evaluation of the Board
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10), 19(4) and
Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a Board Evaluation Policy has been framed and approved by the
Nomination and Remuneration Committee and by the Board.
The Board carried out an annual performance evaluation of its own performance, the
Independent Directors individually as well as the evaluation of the working of the
Committees of the Board. The performance evaluation of all the Directors was carried out
by the Nomination and Remuneration Committee. The performance evaluation of the Chairman
and the Non-Independent Directors was carried out by the Independent Directors.
The purpose of the Board evaluation is to achieve persistent and consistent improvement
in the governance of the Company at the Board level. The Board intends to establish and
follow "best practices" in Board governance in order to fulfill its fiduciary
obligation to the Company.
The Company has in place a structured questionnaire, which has been prepared after
taking into consideration inputs received from the Directors, covering various aspects of
the Board's functioning such as adequacy of the composition of the Board and its
Committees, Board culture, execution and performance of specific duties, obligations and
governance. The Directors expressed their satisfaction with the evaluation process.
10. Directors' Responsibility Statement
Pursuant to the requirement under Section 134 of the Companies Act, 2013, the
Directors, hereby state and confirm that:
(a) in the preparation of the annual accounts for the financial year ending 31st
March, 2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures;
(b) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profit
or loss of the Company for that period;
(c) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis;
(e) they have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and were operating effectively; and
(f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and such systems were adequate and operating effectively.
11. Report on Corporate Governance
A Report on Corporate Governance for the year under review, as required under
Regulation 34 read with Schedule V, Part C of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of this annual report.
12. Whistle Blower Policy/Vigil Mechanism
The Company has a Whistle Blower Policy/Vigil Mechanism for directors and employees to
report genuine concerns or grievances. The details of which are available in Report
on Corporate Governance' forming part of this Annual Report.
13. Risk Management
The Board of Directors of the Company has formed a Risk Management Committee to frame,
implement and monitor the risk management plan and policy for the Company. The Committee
is responsible to ensure that appropriate methodology, processes and systems are in place
to monitor and evaluate risks associated with the business of the Company and to monitor
and oversee implementation of the risk management policy, including evaluating the
adequacy of risk management systems. The Audit Committee has additional oversight in the
area of financial risks and controls. The major risks identified by the businesses and
functions are systematically addressed through mitigating actions on a continuing basis.
The Risk Management Policy of the Company includes a framework for identification of
internal and external risks specifically faced by the Company, in particular including
financial, operational, sectoral, sustainability, information, cyber security risks or any
other risk as may be determined by the Committee, measures for risk mitigation including
systems and processes for internal control of identified risks and business continuity
plan.
14. Contracts or Arrangements with Related Parties
All Related Party Transactions entered during the year were in the ordinary course of
business and on arm's length basis. As per the policy on Related Party Transactions, the
Audit Committee granted omnibus approval for the transactions which are repetitive in
nature. The related party transactions were placed before the Audit Committee on quarterly
basis for review, pursuant to omnibus approval.
During the year under review, your Company had entered into material related party
transactions and these transactions too were in the ordinary course of business of your
Company and were on arm's length basis, details of which are disclosed in Form AOC-2 as Annexure
I pursuant to the requirements of section 134(3)(h) of the Companies Act, 2013, which
forms part of this Report.
As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, if
any, related party transaction(s) exceeds Rs.1,000 crore or 10% of the annual consolidated
turnover as per the last audited financial statement whichever is lower, would be
considered as material and would require Members approval even if the transactions are in
the ordinary course of the business of the Company and at arms' length basis. During the
year the Company paid Rent and Royalty to Leela Lace Holdings Private Limited (LLHPL), a
promoter Group Company in excess of the 10% of the annual turnover of the Company as per
the last audited financial statements for use of leasehold land for Hotel Building and
commercial building for corporate office and administration office owned by LLHPL, for
which prior approval of members could not be obtained. The reason for the same is that,
the Company pays royalty to LLHPL monthly, based on the revenues for the relevant month.
Therefore, total amount of royalty for the entire financial year cannot be ascertained in
advance. The turnover had fallen during the financial year 202122 due to Covid 19
pandemic, but improved to Rs.172.88 Crores in the financial year 2022-23. Therefore, the
Company had to pay higher amount of royalty which at the end of the financial year
exceeded the threshold limits prescribed under Regulation 23 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015).
The above transactions are approved by Audit Committee and Board. Necessary approval of
members is being sought at the ensuing Annual General Meeting (AGM). Details of the
transactions are provided in the explanatory statement to the Notice of AGM.
The policy on related party transactions as approved by the board of directors has been
uploaded on the website of the company.
The web link of the same has been provided in the Report on Corporate
Governance'.
15. Internal Financial Control Systems and their adequacy
Your Company has in place adequate internal financial controls with reference to
financial statements, commensurate with the size, scale and complexity of its operations.
The Company has laid down standards, processes and structures which enable implementation
of internal financial control across the organization and ensure that the same are
adequate and operating effectively. Financial Controls are operative for all the business
activities of the Company and no material weakness in the design or operation of any
control was observed. During the year the internal financial controls as laid down are
adequate and were operating effectively.
The Company has appointed M/s. Baker Tilly DHC Private Limited as Internal Auditors who
review the internal control systems of the Company and report thereon. The report of the
Internal Auditors is reviewed by the Audit Committee.
16. Annual Return
The annual return of the Company as required under section 92 (3) and section 134 (3)
(a) of the Companies Act, 2013 will be available on the website of the Company at
https://www.hMtd. com/investor_relation.html .
17. Loans, Guarantees or Investments
During the year under review, the Company has not granted any loan or given any
guarantee or made any investments under Section 186 of the Companies Act, 2013.
18. Disclosure under Section 22 of the Sexual Harassment of Women at Work place
(Prevention, Prohibition and Redressal) Act, 2013
Your Company has zero tolerance towards any action on the part of any employee which
may fall under the ambit of Sexual Harassment' at workplace, and is fully committed
to uphold and maintain the dignity of every woman employee in the Company. The Company's
policy provides for protection against sexual harassment of women at workplace and for
prevention and redressal of such complaints. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. The Company has complied with
provisions relating to the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
19. Auditors
(a) Statutory Auditors and Auditors' Report
Pursuant to the provisions of section 139 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, the Members, at the 41st Annual
General Meeting of the Company held on 24th August, 2022, had re-appointed M/s.
N. S. Shetty & Co., Chartered Accountants, as the Statutory Auditors for the second
consecutive term of five years, from the conclusion of the 41st Annual General
Meeting till the conclusion of the 46th Annual General Meeting of the Company
to be held in the year 2027.
The Statutory Auditors were present at the last Annual General Meeting.
During the period under review, even though there are no audit qualifications or
adverse remarks, there are audit observations on the financial statements. The explanation
for the same has been provided in Note No. 36.1 and 36.3 of the Financial Statements. The
said notes are self-explanatory and do not call for any further comments.
(b) Secretarial Auditors and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed R. Bhandari & Co., Practicing Company Secretaries, as its Secretarial
Auditor to conduct the secretarial audit of the Company for the FY 2022-23.
The report of Secretarial Auditor for the FY 2022-23 is annexed to this report as Annexure
II.
The Secretarial Auditor has made certain observations in his report. Para 7, 9(i))d)
and 14 of the Board Report explain the status and the same may also be treated as the
response to the Secretarial Auditors' observations.
(c) Compliance with Secretarial Standards
The Secretarial Audit Report confirms that the Company has complied with applicable
Secretarial Standards.
(d) Reporting of Frauds by Auditors
During the year under review, no frauds have been reported by the Auditors under
Section 143(12) of the Companies Act, 2013 requiring disclosure in the Board Report.
20. Employee Remuneration
The ratio of the remuneration of each Director to the median employee's remuneration
and other details in terms of subsection 12 of Section 197 of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, forms part of this report as Annexure III.
The statement containing particulars of employees as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is open for inspection at the Registered
Office of the Company during working hours up to the date of ensuing Annual General
Meeting. In terms of Section 136 of the Act, the Reports and Accounts are being sent to
the Members and others entitled thereto, excluding the aforesaid particulars of employees.
A copy of this statement may be obtained by the Members by writing to the Company
Secretary.
21. Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo and
Other Disclosures
The disclosures to be made under sub-section (3) (m) of Section 134 of the Companies
Act 2013 read with Rule (8) (3) of the Companies (Accounts) Rules, 2014 by your Company
are furnished below:
(a) Conservation of Energy
Energy Conservation, sustainability and efforts to make the hotel more
"Green" have been the main drive throughout the year. Major efforts/steps taken
towards this are:
Energy-efficient lighting like LED and energy efficient electrical equipments
are installed extensively.
High efficiency HVAC systems used/retrofitted extensively have reduced
electrical consumption.
Computerized Power Monitoring is implemented to monitor and control power
consumption.
Main chiller plants and steam boilers have been tuned for best efficiency, to
conserve energy.
Hotel is equipped with solar geysers for generating hot water and the rooms are
equipped with energy- saving devices during non-occupancy.
STP treated water and Rain Water Harvesting has been implemented.
The Company has 3 windmills with a capacity of 4.5 MW power, in the State of
Maharashtra. Windmills continue to produce renewable energy for use in its own hotel.
(b) Technology Absorption
In the opinion of the Board, the required particulars pertaining to technology
absorption under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, are not applicable, as hotel is a service industry and
the Company does not have any significant manufacturing operations.
(c) Foreign Exchange Earnings and Outgo
The foreign exchange earnings of the Company during the year stood at Rs.398.84 lakhs
(previous year Rs.763.31 lakhs) and foreign exchange outgo during the year stood at
Rs.201.95 lakhs (previous year Rs.333.36 lakhs).
22. Investor Education and Protection Fund (IEPF)
For details refer para on "Investor Education and Protection Fund (IEPF)" in
Report on Corporate Governance' forming part of this Annual Report.
23. Other Disclosures /Reporting
Your Directors' state that no disclosure or reporting is required in respect of the
following items as there were no transactions/ were not applicable pertaining to these
items during the year under review:
(a) The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the
Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the
requirement for furnishing the details of deposits covered under Chapter V of the Act and
the details of deposits which are not in compliance with the requirement of Chapter V of
the Act is not applicable.
(b) Issue of equity shares with differential rights as to dividend, voting or
otherwise.
(c) Issue of shares (including sweat equity shares) to employees of the Company under
any scheme.
(d) Details of Employee Stock Options
(e) Shares held in Trust for the benefit of employees where the voting rights are not
exercised directly by employees
(f) Issue of Debenture, Bonds or any other Convertible Securities
(g) Issue of warrants
(h) Receipt of remuneration or commission from any of the subsidiaries by the Executive
Directors of the Company.
(i) During the financial year under review, your Company had no joint ventures or
subsidiaries nor it has incorporated or acquired any company.
(j) In terms of Section 135 of Companies Act, 2013, certain companies have to carry out
CSR activities as prescribed. Since the Company does not fall within the criteria of
turnover and/or profit, due to continuous losses in the preceding financial years the
Company was not required to form a CSR Committee nor required to contribute to the CSR
activities as mandated under the provisions of section 135 of the Companies Act, 2013
during the financial year 2022-23.
(k) Maintenance of Cost Records as specified by the Central Government under section
148 (1) of the Companies Act 2013 is not required by the Company.
(l) During the year under review, there were no proceedings that were filed by the
Company or against the Company, which are pending under the Insolvency and Bankruptcy
Code, 2016, as amended, before National Company Law Tribunal or other Courts.
24. Acknowledgements
The Board wishes to place on record its appreciation for the assistance and support
received from the lenders, government, regulatory authorities, customers, business
associates and vendors.
Your Directors take this opportunity to express their sincere thanks to all the members
and stakeholders for the faith and confidence reposed in the Company and the management.
Your Directors attach immense importance to the contribution of the employees and
sincerely thank them for sharing the Company's vision and philosophy and for the
dedication and commitment.
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For and on behalf of the Board of Directors |
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Vivek Nair |
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Chairman |
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DIN: 00005870 |
Mumbai, 29th May, 2023 |
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