To the Members of
Asian Hotels (North) Limited ("the Company or AHNL")
Your Directors are pleased to submit their Forty second (42nd) Report
together with the Audited Financial Statements for the financial year ended on 31st
March, 2023 ("year under review").
FINANCIAL RESULTS & THE STATE OF COMPANY'S AFFAIRS
The summary of the financial performance of the Company for the financial year ended 31st
March, 2023 as compared to the previous financial year on Standalone Basis is as below:
(Amount Rupees in Lakhs)
Particulars |
FY 2022-23 |
FY 2021-22 |
Revenue from Operations (Net) |
25,577.99 |
13,052.54 |
Other Income |
166.58 |
409.12 |
Total Income |
25,744.57 |
13,461.66 |
Profit/(Loss) before exceptional items and tax |
(8,482.06) |
(12,481.15) |
Exceptional Items |
|
- |
Profit/(Loss) before Tax |
(8,482.06) |
(12,481.15) |
Provision for Tax (net of write backs)including Deferred Tax Assets (Net) |
|
- |
Net Profit/(Loss) |
(8,482.06) |
(12,481.15) |
Earning per share - Basic & Diluted (Rs.) |
(43.60) |
(64.16) |
Company's Performance
Total revenue from operations for the financial year 2022-23 was higher at Rs. 25577.99
lakhs as compared to Rs. 13,052.54 lakhs in the previous financial year, showing an
increase of 95.96% over the previous financial year.
Combined revenue from Food & Beverage including Wines & Liquor registered a
significant increase of 83.74% and the room revenue increased by 134.61% during the year
under review, as compared to the previous financial year.
The Total Income for this year was Rs. 25744.57 lakhs, which was higher by 91.24% than
the previous year's Total Income of Rs. 13461.66 lakhs.
Further, the Company reported a Net Loss of Rs. 8,482.06 lakhs in this year in
comparison to the Net Loss of Rs. 12,481.15 lakhs for previous financial year.
TRANSFER TO RESERVES
No amount was transferred to the General Reserve for the year under review.
DIVIDEND
In view of the loss suffered by the Company, your Directors are constrained not to
recommend/declared any dividend during/for the year under review.
FINANCIAL STATEMENTS
In accordance with the provisions of Section 129 of the Companies Act, 2013 ("the
Act") read with rules thereunder and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("the Listing Regulations"), your Directors have
presented the financial statements of the Company for the financial year 2022-23, as part
of this Annual Report.
In accordance with the provisions of Section 136 of the Act, Balance sheet, statement
of profit & loss, cash flow statement, statement of changes in equity and notes to
accounts are open for inspection by the members at the registered office of the Company,
copies of which may be furnished, if desired by any member.
MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY BETWEEN THE END OF THE FINANCIAL YEAR UNDER REVIEW TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THIS REPORT.
During the year under review Lexon Hotel Ventures Limited, Mauritius
("Lexon"), a step down subsidiary of the Company, gets under the process of
liquidation according to the applicable provisions of the Mauritius Law.
Lexon is a 80% subsidiary of Fineline Hospitality & Consultancy Pte. Ltd.
("FHCPL"). Since Lexon was the only asset under FHCPL and was under liquidation,
therefore, liquidation proceedings were also initiated for FHCPL.
It may be noted that FHCPL and Lexon are not a material subsidiary of Asian Hotels
(North) Limited.
Further, the ultimate subsidiary company, i.e., Leading Hotels Limited is still under
Corporate Insolvency Resolution Process (CIRP).
Furthermore, under One Time Restructuring (OTR), while the OTR stands implemented there
are few litigations with the lenders, wherein interim orders in favour of the Company are
in operation. There are certain impediments in the OTR compliance which is being
considered at the Joint lenders meeting (JLM). These factors and expected future
improvement in business operations will be critical for the Company to continue as a Going
Concern.
The Company will continue to monitor the material changes in future economic conditions
and would recognize any significant impact of these changes affecting the Company, in the
financial statements, as and when these conditions arise.
Save as otherwise stated above, your Directors would like to inform that no other
material changes and commitments have occurred between the end of the financial year under
review and the date of this report that may adversely affect the financial position of the
Company.
Shopping Arcade
In a significant decision, your Directors in their meeting held on 23rd May, 2020
decided to revoke all existing license agreements in respect of the shops in Hotel Hyatt
Regency's Shopping Arcade.
In pursuance of the aforesaid decision, revocation notices were issued to all the
licensees and thereafter they moved to the Delhi High Court. The status quo of the
litigation initiated by the licensees with regard to Shopping Arcade area continued the
same.
AHNL has filed an application under Section 8 of the Arbitration and Conciliation Act,
1996 before the Delhi High Court. This application pertains to 27 pending cases involving
shop owners. Section 8 of the aforementioned act stipulates that a judicial authority,
based on the arbitration agreement between the involved parties, is empowered to instruct
the parties to engage in arbitration and the matter is now reserved for orders.
Additionally, there are 8 related cases of shop owners currently awaiting resolution
through arbitration.
Further your Company is making efforts positively to conclude all the legal cases and
henceforth in many cases the Company has reached the suitable amicable settlements with
most of the parties. In addition renovation has started in 8 shops of Shopping Arcade.
Restructuring Plan
The Covid-19 situation, had adversely impacted the performance of the Company, which
resulted in cash flow constraints. Subsequently, the Board of Directors of the Company in
2020-21 considered, and approved the submission of draft restructuring plan to its
bankers.
The company filled application regarding OTR of its credit facilities with all the
lenders, subsequently invocation of OTR was done on 09th Dec 2020 and Inter creditor
agreement was signed on 23rd December 2020 by all the lenders.
Further, to the amended terms of OTR, the Company executed and implemented a Master
Amendment Agreement on 7th June, 2021, which forms an integral part of the OTR scheme.
Pursuant to the Master Amendment Agreement the lenders agreed that there shall be a
moratorium on any instalments due and payable by the Company to lenders for the period
between 1st September, 2020 and 30th March, 2022.
However, during the moratorium period few banks declared the Company as NPA, this act
of the banks were challenged by the Company before the High Court of Delhi. Subsequently,
the Hon'ble Delhi High Court has stayed the illegal declaration of the Company's account
as NPA. The stay granted by the High Court has now been extended to all other lenders of
the Company. The High Court has also stayed any recovery action against the Company by any
banks.
The Company also received Recall Notices issued by other lenders and also challenged
those Recall Notices. The Court by order dated 2nd March 2023 has restrained each of the
lenders of the Company from initiating any action to recover any amounts from the Company.
This order is also still in force as on date.
There are certain impediments in the OTR compliance which is being considered at the
Joint Lenders Meeting (JLM). These factors and expected future improvement in business
operations will be critical for the Company to continue as a Going Concern.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the year under review or between the end of that financial year and the date of
this report, no significant or material orders were passed by the Regulators or Courts or
Tribunals which may impact the going concern status and future operations of the Company.
FOREIGN EXCHANGE RECEIPTS
The Company's earnings in foreign exchange for the year under review amounted to Rs.
4517.18 lakhs as compared to Rs. 1603.72 lakhs during the previous financial year.
CAPITAL STRUCTURE
The Authorised Share Capital of the Company is Rs. 70,00,00,000 (Rupees Seventy Crores
Only) divided into 4,00,00,000 equity shares of Rs. 10 each and 3,00,00,000 preference
shares of Rs. 10 each. The Issued/ Subscribed and Paid up share capital of the Company, as
on 31st March, 2023, was Rs. 19,45,32,290 divided into 1,94,53,229 equity shares of Rs. 10
each.
There is no change in the Company's capital structure since the last report.
During the year under review, the Company has neither issued equity shares with
differential rights as to dividend, voting or otherwise, nor has it issued shares to its
employees under any scheme (including sweat equity shares). The Company does not have any
outstanding warrants/depository receipts/other convertible securities as on 31st March,
2023 or the date of this report.
The shares are actively traded on BSE and NSE and have not been suspended from trading.
UN-CLAIMED SHARES
There are no shares in the Demat suspense account or unclaimed suspense account of the
Company.
During the year under review, no shares in respect of which dividend remained
unpaid/unclaimed consecutively for a period of seven years were transferred to IEPF
Authority in accordance with Section 124(6) of the Act read with the Investor Education
and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended or
re-stated from time to time.
PROMOTERS
The Company was promoted by the Jatia Group, comprising inter-alia, Mr. Shiv Kumar
Jatia, Mr. Amritesh Jatia and in turn the companies held by them namely Fineline Holdings
Ltd., Mauritius, Yans Enterprises (H.K.) Ltd., Mauritius and Asian Holdings Pvt. Ltd. Such
persons directly or indirectly own and control various operating companies of the Jatia
Group viz. Asian Hotels (North) Limited and Leading Hotels Limited. All the said
constituents singularly and collectively, including the operating companies comprise the
Jatia Group. Some of the said constituents exercise control over the Company as directors
and/or shareholders.
Presently, the promoters and promoter group stake stands at 50.69% of the total paid-up
capital.
SUBSIDIARIES
Your Company holds 100% equity as well as preference capital in Fineline Hospitality
and Consultancy Pte. Ltd., Mauritius (FHCPL). FHCPL holds 80% equity stake in Lexon Hotel
Ventures Ltd., Mauritius (Lexon), and Lexon in turn holds 99.76% equity stake in Leading
Hotels Limited (Leading), an Indian subsidiary.
Thus, FHCPL has 79.81% economic interest in Leading.
It may be noted that FHCPL and Lexon are not a material subsidiary of Asian Hotels
(North) Limited.
Further your Directors may inform you that under the provisions of the Mauritius Law,
FHCPL a wholly owned subsidiary and Lexon, a step down subsidiary of the Company, are
under the process of liquidation. Lexon is a 80% subsidiary of FHCPL. Since Lexon was the
only asset under FHCPL and under liquidation, liquidation proceedings were also initiated
for FHCPL.
In respect of ultimate subsidiary company, i.e., Leading Hotels Limited, an Order under
section 7 of Insolvency & Bankruptcy Code 2016, read with rule 4 of the Insolvency
& Bankruptcy (Application to Adjudicating Authority) Rules, 2016 passed on June 25,
2021 for initiating Corporate Insolvency Resolution Process (CIRP).
During the year under review, no company became a subsidiary or joint venture or
associate of the Company. Similarly, no company ceased to be a subsidiary or joint venture
or associate during the year under review.
Performance and financial position of the subsidiaries
The subsidiaries of the Company namely Fineline Hospitality and Consultancy Pte. Ltd.,
Mauritius (FHCPL) and Lexon Hotel Ventures Ltd., Mauritius (Lexon) have been admitted for
liquidation under the provisions of Mauritius Law. Accordingly, the Consolidated
Financials are not required to be prepared and therefore the Statement containing salient
features of the financial statements of Company's subsidiaries in Form AOC-1 pursuant to
Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2015 is not
annexed to the financial statement as it is not applicable on the Company.
STATUTORY AUDITORS & THEIR REPORT
M/s. V.V. Kale & Company, Chartered Accountants (Firm Registration Number:
000897N), were appointed as the statutory auditors of the Company in the 39th Annual
General Meeting to hold office from the conclusion of that meeting till the conclusion of
the 44th Annual General Meeting of the Company.
The Statutory Auditors' Report for FY 2022-23 is self-explanatory and does not contain
any qualification, reservation or adverse remark or disclaimer, the same forms part of
this Annual Report.
No frauds have been reported under Section 143(12) of the Act by the Auditors of the
Company.
INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING
The Company has, in all material respects, an adequate internal financial controls
system over financial reporting and such internal financial controls over financial
reporting were operating effectively as at 31st March, 2023 based on the internal control
over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls over Financial Reporting issued by the Institute of Chartered Accountants of
India.
In the opinion of the Statutory Auditors of the Company, as expressed by them in their
report, the Company has adequate internal financial control systems over financial
reporting and such internal financial controls over financial reporting were operating
effectively as at 31st March, 2023.
INTERNAL AUDITORS
During the year under review, M/s. Virendra & Associates, Chartered Accountants,
New Delhi, the internal auditors of the Company conducted periodic audits of the Company.
The Audit Committee reviews the detailed Internal Audit reports submitted by the Internal
Auditors and takes note of the actions taken on the observations and recommendations made
by them.
Your Directors are confident that there are adequate internal financial control systems
and procedures which are being followed and complied with.
No frauds have been reported under Section 143(12) of the Act by the Internal Auditors
of the Company.
SECRETARIAL AUDITORS & THEIR REPORT
M/s. Chandrasekaran Associates, Company Secretaries, the Secretarial Auditors of the
Company, have submitted their report for the financial year ended on 31st March, 2023
which is annexed as Annexure A' and forms part of this Report.
Secretarial Auditors in their Report dated 26th May, 2023, has expressed qualified
opinion in respect of the following points and the management reply are also mentioned
below correspondence to that points:
1. As on 31st March, 2022, the Company falls under the category of top 2000 listed
entities on the basis of market capitalization and consequent upon the resignation of Mr.
Rajeev Uberoi, the Company is not having minimum number of Directors as prescribed in
Regulation 17(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 from 10.04.2022 till 06.07.2022.
Management Reply: The casual vacancy arised due to resignation of Mr. Rajeev Uberoi,
Independent Director which was filled within 3 months from the date of resignation. Since
then the minimum number of Directors are as per the prescribed limit. Company has adhered
to the optimum combination of Board of Directors as per Regulation 17 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
2. Since Company does not have any regular non-executive chairperson and consequent
upon the resignation of Mr. Rajeev Uberoi, Independent Director, the minimum number of
Independent Director on the Board of the Company falls below prescribed limit as per
Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
from 10.04.2022 till 06.07.2022.
Management Reply: The casual vacancy arised due to resignation of Mr. Rajeev Uberoi,
Independent Director which was filled within 3 months from the date of resignation. Since
then the Independent Directors are as per the prescribed limit. Company has adhered to the
optimum combination of Board of Directors as per Regulation 17 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
Further, no frauds have been reported under Section 143(12) of the Act by the
Secretarial Auditors of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Mr. Rajeev Uberoi, Director (DIN: 01731829) due to his
professional preoccupation resigned from the office of Director of the Company with effect
from 10th April, 2022.
During the year under review, Ms. Saumya Goel, Company Secretary and Compliance Officer
(KMP) resigned from the Company with effect from 20th May, 2022.
During the year under review, Ms. Mita Namonth Jha, Director (DIN: 07258314) appointed
as an Additional Director in the category of Independent Director of the Company to hold
office upto date of forthecoming AGM with effect from 7th July, 2022.
During the year under review, Mr. Tarun Srivastava appointed as Company Secretary and
Compliance Officer (KMP) of the Company with effect from 9th August, 2022.
During the year under review, Mr. Amritesh Jatia, Managing Director (DIN: 02781300) was
appointed as the Chairman of the Company w.e.f. 22nd September, 2022
During the year under review, Mr. Akhilesh Bhuwalka, Director (DIN: 02764273)
re-appointed as Director of the Company, liable to retire by rotation.
During the year under review, Mr. Amritesh Jatia (DIN: 02781300) with the approval of
shareholders, appointed as Managing Director of the Company for five years with effect
from 23rd October, 2021 to 22nd October, 2026.
During the year under review, Mr. Ashish Dhanuka (DIN: 07220876), with the approval of
shareholders, appointed as Director of the Company from an Additional Director.
During the year under review, Mr. Ashish Dhanuka (DIN: 07220876) with the approval of
shareholders, appointed as Whole Time Director designated as Executive Director and Chief
Financial Officer of the Company with effect from 23rd October, 2021 to 22nd October,
2024.
During the year under review, Ms. Preeti Gandhi (DIN: 08552402) with the approval of
shareholders, re-appointed as an Independent Director of the Company with effect from 13th
September, 2022 to 12th September, 2025.
During the year under review, Mr. Sanjeev Agarwala (DIN: 09342150) with the approval of
shareholders, appointed as an Independent Director of the Company with effect from 4th
October, 2021 to 3rd October, 2023.
During the year under review, Ms. Mita Namonth Jha (DIN: 07258314) with the approval of
shareholders, appointed as an Independent Director of the Company with effect from 7th
July, 2022 to 6th July, 2023.
Further the Board of Directors of the Company has recommended the re-appointment of Ms.
Mita Namonth Jha (DIN: 07258314) as an Independent Director of the Company for term of six
months with effect from 7th July, 2023 subject to the approval of the
shareholders at the 42nd AGM.
During the year under review, except as stated above, there was no change in the
Directors or Key Managerial Personnel of the Company
DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 134(5) OF THE COMPANIES ACT, 2013
Pursuant to Section 134(5) of the Act, your Directors confirm as under:
- that in the preparation of the annual accounts for the year ended 31st March, 2023,
the applicable Accounting Standards have been followed along with proper explanation
relating to material departures;
- that the Directors 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 under review and of the loss of the Company for that year;
- that the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
- that the Directors have prepared the annual accounts for the Financial year ended
31st March, 2023 on a going concern basis;
- that the Directors have laid down internal financial controls that are being followed
by the Company and that such internal financial controls are adequate and are operating
effectively; and
- that the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and are operating
effectively.
Significant accounting policies followed by the Company, and the required disclosures
are detailed in the Notes to the Financial Statements. Further, applicable Ind AS and
related presentation and disclosure norms have been complied with.
INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS & OUTGO
The information required in terms of Section 134(3)(m) of the Act read with Rule 8(3)
of the Companies (Accounts) Rules, 2014, pertaining to the conservation of energy,
technology absorption and foreign exchange earnings and outgo, to the extent possible in
the opinion of your Directors, and forming part of this Report, is given in Annexure
B'.
PARTICULARS OF EMPLOYEES & DISCLOSURES UNDER SECTION 197(12) OF THE ACT READ WITH
RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES,
2014
The information pursuant to Section 197(12) of the Act, read with Rules 5(1), 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
in respect of directors, key managerial personnel and employees of the Company is given in
Annexure C' and Annexure D' respectively, and forms part of this
Report.
CORPORATE GOVERNANCE
Save as otherwise stated above, the Company has complied with the requirements of
corporate governance as stipulated in the Listing Regulations.
Pursuant to the provisions of the Listing Regulations, the Corporate Governance Report,
together with the Auditors' Certificate thereon, is annexed hereto as Annexure E'
and Annexure F' respectively.
CORPORATE SOCIAL RESPONSIBILITY
Due to heavy losses incurred by the Company since FY 2014-15, the Company was not
obliged to make any contribution towards CSR activities from the financial years 2014-15
to 2022-23 as per Section 135 of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014.
During the year, Board of Directors dissolved the Corporate Social Responsibility
Committee (CSR Committee) in its meeting held on 28th May, 2022 and the Corporate Social
Responsibility (CSR) policy is no longer effective. Henceforth the requirement of
attachment of details about the policy developed and implemented by the Company on
Corporate Social Responsibility initiatives taken during the year is no longer applicable
to the Company.
RISK MANAGEMENT
The Company has a well-defined Risk Management framework, which is designed to enable
risk to be identified, assessed and mitigated appropriately. This framework seeks to
create transparency, minimize adverse impact on business objective and enhance Company's
competitive advantage. The Company is faced with different types of risks, each risk is
carefully mapped and each of such risk requires different approaches for mitigation. The
Risk Management Policy lays down the process for identification and mitigation of risks.
The policy is available on the website of the Company and can be assessed at
http://www.asianhotelsnorth.com/pdf/RiskManagementPolicv11082011 8Sep2021.pdf
Further, based on the market capitalization of the Company, the provisions relating to
the formation of a Risk Management Committee is not applicable to the Company.
MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, Four (4) Board meetings were held, details of which are
given in the Corporate Governance Report annexed to this Report as Annexure E'.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations. The Company has established a vigil mechanism and the
Board of Directors of the Company had approved and adopted a 'Whistle Blower Policy' which
is uploaded on the website of the Company and can be accessed at
http://www.asianhotelsnorth.com/pdf/WhistleBlowerPolicyefl:ective01042019.pdf
The 'Whistle Blower Policy' provides that all employees and directors of the Company
are eligible to make protected disclosures to the competent authority i.e. the Chairman of
the Audit Committee with respect to any improper activity concerning the Company. The
policy provides for direct access to the Chairman of the Audit Committee. The mechanism
provides for adequate safeguards against victimization of employees and directors to avail
the mechanism and also provide for direct access to the Chairman of the Audit Committee in
exceptional cases.
During the year under review, neither any case was reported under the Whistle Blower
Policy nor was anyone denied access to the said competent authority or the Audit
Committee.
ANNUAL RETURN
In terms of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of
the Company is available on the website of the Company and can be accessed at
https://www.asianhotelsnorth.com/annual-returns.html
The aforesaid Annual Return will be filed with the Ministry of Corporate Affairs post
annual general meeting, within the prescribed timelines in prescribed form MGT-7
(including form MGT-8). Thereafter, the final Form MGT-7 and Form MGT-8 would be uploaded
on the Company's website at the above mentioned link.
BOARD EVALUATION
Annual evaluation of the performance of the Board, its Committees and of individual
directors has been made by the Board. The Board followed the following mechanism for
evaluating the performance of the Board, its Committees and individual directors including
the Chairman and independent Directors of the Company:
a. the Independent Directors through their exclusive meeting evaluate the performance
of Non-Independent Directors, the Chairman and the Board as a whole;
b. the Nomination and Remuneration Committee considers the views of the Independent
Directors through their exclusive meeting regarding the performance of Non-Independent
Directors and based there-upon makes its recommendations to the Board about their
performance;
c. the Nomination and Remuneration Committee evaluates the performance of Independent
Directors and makes its recommendations to the Board about their performance; and
d. the Board finally evaluates the performance of all individual directors, the
Chairman, the Board as a whole and Committees of the Board thereof. While evaluating the
performance of the Board, it considers the views of the Independent Directors through
their exclusive meeting.
The Board of Directors of the Company has in place an evaluation criteria for
assessment of its own performance, that of the committees of the Board and the individual
directors. Leadership abilities, understanding the business dynamics, strategic planning
for sustainable growth and protection of minority shareholders interest are the essential
criteria of the performance evaluation of the Directors.
The Board in its meeting held on 29th May, 2023, has discussed its overall performance
and concluded that the Board and its Committees have been performing satisfactorily.
Further, based on the feedback received from fellow directors, the Board also evaluated
the performance of the individual directors (including the Chairman) and found it
satisfactory.
The details of the evaluation criteria are enumerated in the Nomination, Remuneration
and Evaluation Policy which can be accessed at:
http://www.asianhotelsnorth.com/pdf/NominationRemunerationandEvaluationPolicvefl:ective01042019.pdf
DECLARATION BY INDEPENDENT DIRECTORS
During the year under review, all the Independent Non-executive Directors have
confirmed and submitted declaration to the effect that they meet the criteria of
independence as laid down under Section 149 and 150 of the Act read with rules framed
thereunder and other applicable provisions of the Act read with relevant regulations of
the Listing Regulations. Independent Non-Executive Directors have also submitted
declarations for the financial year 2023-24 confirming that they continue to meet the
criteria of independence as laid down under aforesaid provisions.
Further, they have confirmed that they have obtained registration with the Indian
Institute of Corporate Affairs as an Independent Director and such registration continues
to be valid; and that they shall ensure renewal of such registration within a period of
thirty days from the date of its expiry, as applicable; and that they shall pass the
Online Proficiency Self-Assessment Test conducted by the abovenamed institute within a
period of two years from the date of inclusion of their respective names in the databank,
if applicable, in pursuance of Section 150 of the Act read with the Companies (Appointment
and Qualification of Directors) Rules, 2014 and the Companies (Creation and Maintenance of
Databank of Independent Directors) Rules, 2019.
Further, in terms of Regulation 25(8) of the Listing Regulations, they have confirmed
that they are not aware of any circumstance or situation which exists or may be reasonably
anticipated that could impair or impact their ability to discharge their duties with an
objective of independent judgment and without any external influence.
Reliance was placed on these confirmations/declarations while ascertaining the adequacy
of number of independent directors for the purposes of compliance with Regulation 17 and
other applicable regulations of the Listing Regulations.
All the Independent Directors have also confirmed that they have complied with the
Company's code of conduct. Based on the declarations received, in the opinion of the
Board, all the independent non-executive directors fulfill the conditions specified under
Section 149 of the Act and the Listing Regulations, as amended, and that they are
independent of the management. The Board also recommends their continued association with
the Company as an independent directors.
In the opinion of the Board of Directors of the Company, all Independent Directors of
the Company possess requisite expertise and experience (including the proficiency) and are
the person of high integrity and repute as prescribed under section 149(6) of the Act and
the Companies (Appointment and Disqualification of Directors) Rules, 2014 read with the
Companies (Accounts) Rules, 2014 (including amendment thereof).
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts, arrangements or transactions entered in to by the Company during the
financial year 2022-23, were in the ordinary course of business and were at an arm's
length basis. Relevant Related Party Disclosures under the provisions of the Act and the
Listing Regulations, as applicable, are provided in the Note no. 39 to the financial
statements.
For all foreseeable repetitive related party transactions, prior omnibus approval of
the Audit Committee is obtained as per applicable laws, on yearly basis, considering that
such approval is in the interest of the Company.
During the year under review, the Company had not entered into any contract,
arrangement or transaction with related parties which could be considered material in
accordance with the Company's policy on materiality of related party transactions read
with the provisions of the Listing Regulations. Accordingly, there are no transactions
which are required to be reported in Form AOC-2 in pursuance of section 134 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014.
The Policy on the related party transactions is available on the Company's website at
https://www.asianhotelsnorth.com/pdf/FY2223/Policv%20for%20Related%20Partv%20Transactions%20as%20on%2001.04.2022.pdf
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Your Company has not given any Loans, Guarantees or made any investments under the
provisions of section 186 of the Companies Act, 2013 during the year under review.
NOMINATION, REMUNERATION AND EVALUATION POLICY
The roles, responsibilities, powers and terms of reference of the Nomination and
Remuneration Committee were in conformity with Section 178 of the Act and Rules made
there-under, and Regulation 19 of the Listing Regulations and relevant Schedule thereto,
as amended or re-stated from time to time, during the year under review. Moreover, the
Board of Directors has ensured that the said policy enumerates the criteria laid down for
nomination/selection, appointment, evaluation and remuneration of the directors and key
managerial personnel; and determines qualifications, positive attributes and independence
of directors and/or key managerial personnel, and is uploaded on the website of the
Company at https://www.asianhotelsnorth.com/pdf/
NominationRemunerationandEvaluationPolicyeffective01042019.pdf
The salient features of the said policy are as under:
a) Role of the Nomination and Remuneration Committee
Ensure diversity of Board;
Formulate criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board their appointment;
Identify persons who are qualified to become Directors and/or Senior Management
Personnel (SMP) and recommend to the Board their appointment;
Recommend to the Board a remuneration policy for the directors, key
managerial/senior management personnel; and
Specify the manner for effective evaluation of performance of the Board, its
committees and each category of directors
b) Appointment of Directors/KMPs/SMPs as per criteria set-out in the Nomination,
Remuneration and Evaluation Policy
c) Guiding principles for quantum and composition of remuneration, remuneration
structure for whole-time directors and nonexecutive directors
d) Criteria for evaluation of performance of whole-time directors, non-executive
directors and independent non-executive directors
COMMITTEES OF THE BOARD
The Company has following committees, which have been established as a part of the
corporate governance practices and are in compliance with the requirements of the relevant
provisions of applicable laws and statutes.
Audit Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Corporate Social Responsibility Committee (dissolved w.e.f. 28th May,
2022)
The details with respect to the compositions, powers, roles, terms of reference and
number of meetings held during the year of relevant committees are given in detail in the
Corporate Governance Report of the Company, which forms part of this Directors Report.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there has been no change in the nature of business of the
Company.
DEPOSITS
During the year under review, the Company has not invited or accepted or renewed any
deposits covered under section 73 of the Companies Act, 2013 and the Rules made
thereunder. Further, no amount of principal or interest are outstanding at the end of
financial year 2022-23.
LISTING ON STOCK EXCHANGES
The equity shares of the Company are listed on The National Stock Exchange of India
Limited and BSE Limited. Further, your Directors would like to inform that the Company has
paid up to date Annual Listing Fees to the respective Stock Exchanges.
SECRETARIAL STANDARDS
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.
MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records as per sub-section (1) of Section
148 of the Companies Act, 2013.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Para B of Schedule V to the Listing Regulations, the Management Discussion
and Analysis Report is given below:
INDUSTRY STRUCTURE & DEVELOPMENTS AND OPPORTUNITIES & OUTLOOK
The Indian economy is expected to grow at 5.9% during the year 2023-24, while the
global growth is estimated to be 3.0% in 2023 and 2024 according to a report by the
International Monetary Fund.
The Indian hospitality sector is expected to witness high growth over the long term.
Domestic travel, high disposable income and the advent of better locations are expected to
drive this growth. India is expected to have 1,00,000 start-ups by the year 2025 which
will not only create employment for millions of people, but also provide an impetus to
business travel and related events. The travel market in India is projected to reach US$
125 billions by FY 2027 from an estimated US$ 75 billion in FY 2020. International tourist
arrivals are expected to reach 30.5 million by 2028.
The Indian tourism and hospitality industry has emerged as one of the key drivers of
growth among the services sector in India. Tourism in India has significant potential
considering the rich cultural and historical heritage, variety in ecology, terrains and
places of natural beauty spread across the country. Another factor is India's emergence as
a destination to avail world class medical facilities at competitive cost.
Tourism is also a potentially large employment generator besides being a significant
source of foreign exchange for the country.
The deepening penetration of internet usage and smart phones in India has led to
increased booking of hotels through online portals and applications in recent times. This
is also expected to significantly enlarge the size of the Indian online hotel industry in
the coming years.
Travel and tourism are two of the largest industries in India, with a total
contribution of about US$ 178 billion to the country's GDP.
The hotel industry in India is significantly under-served. Various policies are being
introduced to promote the tourism and hospitality sectors to meet the demand of new
tourists in the coming years. US$ 2.1 billion is allocated to Ministry of Tourism in
budget 2023-24 as the sector holds huge opportunities for jobs and entrepreneurship for
youth. Under the Union Budget 2023-24, an outlay of US$ 170.85 million has been allocated
for the Swadesh Darshan Scheme. 68 destinations/sites have been identified in 30
States/UTs for development under the PRASHAD Scheme as on March 31, 2022.
According to World Travel and Toursim Council (WTTC), India is ranked 10th among 185
countries in terms of travel & tourism's total contribution to GDP in 2019. During
2019, contribution of travel & tourism to GDP was 6.8% of the total economy, Rs.
1,368,100 crore (US$ 194.30 billion). In 2020, the Indian tourism sector accounted for 39
million jobs, which was 8% of the total employment in the country.
In 2021, the travel & tourism industry's contribution to the GDP was US$ 178
billion; this is expected to reach US$ 512 billion by 2028. In India, the industry's
direct contribution to the GDP is expected to record an annual growth rate of 7-9% between
2019 and 2030. In 2020, the travel & tourism industry's contribution to the GDP was
US$ 121.9 billion.
The travel market in India is projected to reach US$ 125 billion by FY27 from an
estimated US$ 75 billion in FY20. The Indian airline travel market was estimated at US$ 20
billion and is projected to double in size by FY27 due to improving airport infrastructure
and growing access to passports. The Indian hotel market including domestic, inbound and
outbound was estimated at US$ 32 billion in FY20 and is expected to reach US$ 52 billion
by FY27, driven by the surging demand from travellers and sustained efforts of travel
agents to boost the market.
By 2028, international tourist arrivals are expected to reach 30.5 billion and generate
revenue over US$ 59 billion. However, domestic tourists are expected to drive the growth,
post pandemic. International hotel chains are increasing their presence in the country,
and it will account for around 47% share in the tourism and hospitality sector of India by
2020 and 50% by 2022.
As per the Ministry of Tourism, Foreign Tourist Arrivals (FTAs) in February 2023 were
865,779 with a positive growth rate of 259.4% as compared to 240,896 in February 2022.
FTAs during the period January-February 2023 were 1,733,939 as compared to 442,442 in
January-February, 2022.
The percentage share of Foreign Tourist Arrivals in India during February 2023 among
the top 15 source countries was highest from Bangladesh (20.3%) followed by the USA
(16.4%), UK (11.1%), Canada (5.8%), Australia (3.7%), Malaysia (3.0%), Sri Lanka (2.8%),
Russian Federation (2.7%), Germany (2.5%), France (2.4%), Nepal (1.9%), Thailand (1.7%),
Singapore (1.5%), Italy (1.2%) and Japan (1.2%).
THREATS, RISKS AND CONCERNS
Rapidly changing customer demands and a boom in guest-facing connected technologies are
among the factors changing the risk landscape for hospitality companies. Travel and
hospitality is a lucrative industry. Over the years, the industry witnessed a tremendous
rise in business. However, despite the gains, inevitable challenges in the accommodation
sector make running hotel businesses a little more difficult.
Talent management is a major challenge for the hospitality sector. Every hotel requires
quality staff on all fronts; be it administration, maintenance, kitchen, housekeeping, or
frontdesk. Lack of skill in the educated youths graduating from education houses is also
proving to be a major challenge in the hotel industry.
Price inflation of daily use products, eatables, and other supplies has risen steeply
in the last few years. While that has affected all industries, it takes a huge portion of
the issues and challenges faced by the tourism and hospitality industry.
Another increased threat in the Industry is the Security threat. While our data
security methods have advanced considerably, so have the possibilities of data leaks and
virus attacks. Threats of digital data theft and confidential data leaks are a matter of
concern for hoteliers globally.
These days, more and more property owners are renting out their rooms or property
occasionally. Homestays and vacation rentals promise an authentic local experience besides
being convenient. Owing to this, travelers prefer to choose those homestays over hotels
and resorts. Other than that, new hotels are entering the market every day. This growing
number of homestays and competition is one of the challenges in the hospitality industry.
Every industry is prone to challenges and pitfalls, and the hospitality industry is no
exception.
The last couple of years is accurate proof of it. But that same period is also proof
that there's nothing the industry can't overcome. The way the industry has got back on its
feet is indeed commendable.
COMPANY'S STRATEGY FOR SUSTAINED GROWTH IN MEDIUM TO LONG TERM
For the sustained growth of an organization, it is imperative that the Company keeps
exploring newer opportunities of growth either through expansion or venturing into new
projects. Few of the major focus and attention is on the following:
Confirmation of minimum one head of state for the G20 summit in September along
with other high paying delegations from GCC Countries.
Identification of EMC/PCOs to be targeted for Pharma/Automobile/Medical/Sports
associations events in Quarter 3 & 4 2023 as per city calendar.
Target on Tourism Boards / Airline/Cruise events for Q4 and Q1 next year.
Continued focus on Diplomatic community and Ministry to capture future visits
and delegation - Confirmed business from Ministries, Embassies, other corporate group.
Pipeline from World Health Organization and International Labour Organization.
Focus to increase on PSU accounts, Gurgaon market. Touch base with all LNR
contracted companies for next year.
Identification of Wedding planners across PAN India, targeting higher APC by
selling at minimum revenue. Focus to be on Residential weddings on all auspicious dates.
We are working on intercultural weddings on non Saya dates.
High focus to increase penetration from OTA's through online presence at an
optimum price mix data.
Identification of long staying and regular accounts of Competition hotels, to
focus on immediate basis.
REVIEW OF OPERATIONAL AND FINANCIAL PERFORMANCE
The Company achieved aggregate revenue of Rs. 25,577.99 lakhs from operations for the
year ended 31st March, 2023. The said revenue in the prior year was Rs. 13,052.54 lakhs.
Detailed discussions are given under 'Financial Results & the State of Company's
Affairs' herein-above.
SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS
Key financial ratios for the year under review vis-a-vis prior year are as under:
Key Financial Ratio |
FY 2022-23 |
FY 2021-22 |
Operating Profit Margin (%) |
21.27 |
4.60 |
Net Profit Margin (%) |
(32.95) |
(92.72) |
Debtors Turnover |
23.00 |
18.16 |
Inventory Turnover |
34.51 |
23.31 |
Current Ratio |
0.10 |
0.07 |
Debt Equity Ratio |
6.66 |
4.32 |
Interest Coverage Ratio |
0.14 |
0.02 |
Return on Net Worth (%) |
(52.23) |
(50.50) |
Remarks for change in ratio by more than 25% with respect to previous year:-
Operating Profit Margin Ratio
There is improvement in ratio as there is recovery in business during FY 2022-23.
Net Profit Margin Ratio
Ratio is adverse due to losses incurred by company. There is improvement in ratio as
company has made operational profit during the year.
Debtors Turnover Ratio
Ratio has become more favorable as compared to previous year because last year due to
COVID- 19 pandemic operations of hotels & restaurants halted for some months which
resulted in delay in collection from corporate clients.
Inventory Turnover Ratio
Ratio has become more favorable as compared to previous year because last year due to
COVID- 19 pandemic operations of hotels & restaurants closed for substantial period
during year which resulted in ineffective utilization of inventory.
Current Ratio
There is improvement in ratio due to increase in current assets as there is improvement
in business operations.
Debt-Equity Ratio
Ratio is adverse because of continuous increase in Debts (due to capitalization of
Interest & Creation of FITL) and decrease in Equity due to continuous loss.
Interest Coverage Ratio
Ratio is adverse as company unable to generate enough cash to service its outstanding
Debts. There is improvement in ratio due to recovery in the business.
Return on Net Worth Ratio
Ratio is marginally adverse as company has continuously suffered losses from previous
years.
SEGMENT WISE PERFORMANCE
During the year under review, the Company operates only in one major reportable
segment, i.e. Hospitality / Hotel Business. Other business segments i.e. power generation
operations & Real Estate operations are governed by different set of risks and
returns. However, the respective revenue streams and net profit / (loss) related to those
segments though not material for disclosure purposes as separate reportable segment, but,
as per condition laid down by Lenders of the Company in One Time Restructuring (OTR)
Scheme requires a separate disclosure. Accordingly, in compliance with conditions laid
down by the said lenders, the Company has done Segment reporting for Hospitality / Hotel
Business, power generation operations & Real Estate operations.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has standard operating procedures for each operational area. It has in
place adequate reporting systems in respect of financial performance, operational
efficiencies and reporting with respect to compliance of various statutory and regulatory
matters. As detailed above, the Internal Auditors have regularly conducted exhaustive
audits pertaining to different operational areas and their reports detailing their
findings and observations were periodically placed before the Audit Committee. The Audit
Committee also takes status of the actions taken on the observations of and
recommendations made by the Internal Auditors.
The Company has in place adequate internal controls and systems and these are operating
effectively.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
An organization's success depends largely on its human resources, its management and
good industrial relations. Your Company has always viewed human resource development as a
critical activity for achieving its business goals. The Company has maintained cordial
industrial relations during the year, and continued to provide comprehensive welfare
facilities to its employees to take care of their health, efficiency, economic betterment,
etc. and to enable them to give their best at the workplace. It has always supported
participative culture in the management of the enterprise through a consultative approach
with the collectives, establishing a harmonious relationship for industrial peace leading
to higher productivity. Employees' participation is also ensured through
information-sharing with collectives and employees on a regular basis while seeking their
support, suggestions and cooperation.
The Company has in place a Policy against Sexual Harassment and has also formed an
Internal Complaints Committee (ICC) in compliance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, no complaint was received or outstanding at the end of
the year under review in pursuance of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
The Company enjoys harmonious relationship with its employees. The Company had 644
employees on its rolls as on 31st March, 2023 (previous year end 620)
AWARDS AND RECOGNITIONS
The awards we win years after years validate our efforts and encourage us to continue
to lead by example. The Hotel Hyatt Regency Delhi is recognised for its dining and
entertainment experience at award-winning restaurants including: Cafe an all-day dining
restaurant; The China Kitchen - the authentic Chinese restaurant; La Piazza for
traditional Italian, TK's Oriental Grill serving Far East Oriental cuisine, Polo Lounge
the traditional lounge bar; Latitude 66 ? the Pop-up restaurant serving innovative Indian
cuisine with a select beverage list on offer and Sidewalk, the pastry and confectionary
store.
The details of awards received during the year are as follows:
Times Food and Nightlife Award - Syrah - Best Middle eastern - Premium Dining
restaurant Best Business Hotel - Iconic Awards
Indian Restaurant Awards - The China Kitchen - Best Independent Restaurant #3 Everyday
Eats in India by Tripadvisor Traveler's Choice Best of the Best Awards - Syrah HT City
Hall of Fame Awards - La Piazza - Exemplary Italian Restaurant - La Piazza HT City Hall of
Fame Awards - World-Class Eastern Mediterranean - Syrah HT City Hall of Fame Awards -
Iconic Chinese Restaurant - The China Kitchen
DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES
No agreement subsists as on the date of notification of clause 5A to para A of part A
of schedule III of Regulation 30 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
The Company has not made any application or any proceeding pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016) ("IBC Code") during the year. Further, at
the end of the year, Company does not have any proceedings related to IBC Code, therefore
the same is not applicable.
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 ALONG WITH THE REASONS THEREOF
During the year under review, the Company has not made one time settlement therefore,
the same is not applicable.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation and gratitude to the
Company's valued customers, the Government of India, State Government of Delhi, and the
Financial Institutions and Banks for their continued support and confidence in the
Company.
Your Directors also place on record their sincere gratitude to Hyatt International for
their co-operation and guidance. Your Directors also commend the sincere efforts put in by
the employees at all levels for the growth of the Company.
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For and on behalf of |
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Asian Hotels (North) Limited |
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Ashish Dhanuka |
Amritesh Jatia |
Place : New Delhi |
Executive Director & CFO |
Chairman and Managing Director |
Dated: 10th August, 2023 |
DIN:07220876 |
DIN:02781300 |
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