Your directors take pleasure in presenting the 17th Annual Report and Audited Financial Statements of your
Company for the Financial Year ended on 31st March 2024.
STATUS OF CORPORATE INSOLVENCY RESOLUTION PROCESS AND SETTLEMENT
On August 19, 2021, Yes Bank filed an application under Section 7 of the Insolvency and Bankruptcy Code, 2016
(“IBC”) before the Hon'ble National Company Law Tribunal, New Delhi Bench (“NCLT”) and the said application
was admitted by the NCLT on September 16, 2022. Consequently, the Corporate Insolvency Resolution Process
(“CIRP”) was initiated in respect of the Company. With the initiation of CIRP, the Board of Directors of the
Company was suspended and replaced by the Resolution Professional (“RP”), who was entrusted with the
management of the Company.
Vide an order dated January 09, 2024, Hon'ble National Company Law Appellate Tribunal, Principal Bench, New
Delhi, set aside the order dated September 16, 2022, admitting the application under Section 7 of the IBC and
accepted the proposal, submitted under Section 12A of the IBC to pay the entire admitted outstanding dues of
financial creditors and to pay entire CIRP cost, thereby closing the CIRP. Consequently, the suspended Board
of Directors of the Company has been restored. Further, the Board was also re-constituted during the period
under review.
FINANCIAL SUMMARY
(Rupees in Crores)
|
Particulars
|
Standalone
|
Consolidated
|
|
2023-24
|
2022-23
|
2023-24
|
2022-23
|
|
Total Income (including other income)
|
9.82
|
5.47
|
410.23
|
357.30
|
|
Finance Cost
|
72.97
|
10.43
|
152.86
|
89.07
|
|
Depreciation and amortization expense
|
6.99
|
7.35
|
38.00
|
38.45
|
|
Profit/(Loss) Before Tax
|
-80.32
|
-17.48
|
-9.03
|
27.71
|
|
Provision for Taxation
|
-
|
-
|
-
|
-
|
|
-Current Tax
|
-
|
-
|
-
|
-
|
|
-MAT Credit Entitlement
|
-
|
-
|
-
|
-
|
|
-Earlier year Tax
|
-
|
-
|
-
|
-
|
|
-Deferred Tax Charge (Credit)
|
-45.77
|
-32.47
|
-12.13
|
-4.74
|
|
Profit/(Loss) After Tax
|
-79.86
|
-17.16
|
3.10
|
32.45
|
|
-Other Comprehensive Income/(Loss)
|
-
|
-
|
-0.04
|
-0.28
|
|
Total Comprehensive Income/(Loss)
|
-79.86
|
-17.16
|
3.06
|
32.17
|
REVIEW OF OPERATIONS/COMPANY’S AFFAIR
The total income of the Company for the financial year under review was INR [9.82] Crores as against INR
[5.47] Crores for the previous financial year ended on 31st March 2023. The profit before tax (after interest and
depreciation) was INR [-80.32] Crores and total comprehensive income/Loss after tax was INR (-79.86] Crores
for the financial year ended on 31st March 2024 as against INR [-17.16] Crores and INR [-17.16] Crores
respectively for the previous year ended on 31st March 2023.
DIVIDEND
No dividend is recommended for the year under review.
CONSOLIDATED FINANCIAL STATEMENTS
As required under regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”), the Audited Consolidated Financial Statements together with the Auditors'
Report thereon are annexed and form part of this Annual Report.
Your Company has prepared Consolidated Financial Statements in accordance with the applicable Accounting
Standards. The Consolidated Financial Statements reflect the results of the Company and that of its Subsidiary
Company. Pursuant to Section129(3) of the Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules,2014, the statement containing salient features of the financial statements of the Company's
Subsidiary are prepared in form AOC-1, which is annexed as Annexure1 herewith and forms a part of this
report.
SUBSIDIARY COMPANY
As on date, your Company has one Subsidiary Company i.e., Aria Hotels and Consultancy Services Private
Limited (ARIA). ARIA is the owner of 523 rooms 5-Star deluxe hotel under the brand J.W. Marriott at New Delhi
Aerocity, Hospitality District, Near IGI Airport, New Delhi. The year under review has been marked by a
remarkable resurgence after a prolonged slump caused by the global pandemic. The service sector, including
the travel and tourism business, has gradually returned to pre-pandemic levels. Hotel J.W. Marriott has received
the following honours:
• JW Marriott New Delhi Aerocity garnered 15 prestigious awards during the year in review, Highlights
include being named “Best Airport Hotel in India & South Asia for 2024” at the World Airport Awards
and “Best Business Hotel” by the India Travel Awards 2023. The hotel also ranked as a “Top 5 F&B
Hotel” at Hospitality Horizon's Top 50 Hotels 2023, and its “Decade of Luxury Campaign” won
“Integrated marketing Campaign of the year” at the Economic Times-Travel & Tourism Annual Awards
2023.
• Adrift Kaya received honors such as “Top 10” at the FOOD, FOOD Top 50 Restaurant Awards 2023,
“Fine/Luxury Dining Restaurant of the year - North” at the Economics Times' Restaurant & Nightlife
Awards 2023, “ Best Foreign Cuisine” at the 12th Annual Indian Restaurant Awards 2023, and “Best
Japanese Restaurant” by the India Travel Awards 2023.
• K3-New Delhi's Food Theatre won “Best Sunday Brunch” at the Eazy Diner Award 2024 and “Best All
Day Dining Cafe” at Travel Leisure India's Delicious Dining Awards 2023. Delhi Baking Company was
named “Best Bakery” at the Economic Times' Restaurant & Nightlife Awards 2023, and Quan Spa
earned the “ Reader's Choice - Favourite Spa-India, North” title at the Global Spa Awards 2023.
ARIA is a material subsidiary of the Company. The Board of Directors of the Company has approved a Policy
for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time.
The Policy is available on the Company's website at www.asianhotelswest.com/Policies.
CAPITAL STRUCTURE
During the year under review, there was no change in the authorised share capital of your Company. The
authorised share capital of the Company is INR 40 Crore. The paid-up equity share capital as of March 31,
2024, was INR 11,65,12,100. The paid-up preference share capital as of March 31,2024, was INR 6,50,00,000.
During the year under review, the Company has not issued shares or convertible securities or shares with
differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31,2024,
none of the Directors of the Company had instruments convertible into Equity Shares of the Company.
INVESTMENT MADE DURING THE YEAR
During the period under review Company has not made any Investment.
DEBT
Total borrowing (current) was INR [6.50] Crores as on 31st March 2024.
The above borrowings are within the powers of the Board of Directors of the Company and approved by the
shareholders of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
From 16th September 2022 to 09th January 2024 the Company was under CIRP due to which the Board of the
Company was suspended, and the Company was managed by the Resolution Professional. Vide order dated
January 09, 2024, Hon'ble National Company Law Appellate Tribunal, Principal Bench, New Delhi, set aside the
order dated September 16, 2022, admitting the application under Section 7 of the IBC and accepted the proposal,
submitted under Section 12A of the IBC, thereby closing the CIRP. Consequently, the suspended Board of
Directors of the Company has been restored.
Upon such restoration, the following changes occurred in the Composition of the Board and Key Managerial
Personnel:
1. Mr. Amit Saraf was appointed on the board as an Additional Director (Non-Executive) w.e.f. 14 February 2024.
2. Mr. Ravinder Singhania was appointed on the board as an Additional Director (Non-executive Independent)
w.e.f. 14 February 2024.
3. Mr. Shekhar Gulzarilal Gupta was appointed on the board as an Additional Director (Non-executive
Independent) w.e.f. 14 February 2024.
4. Ms. Tamali Sen Gupta was appointed as an Additional Director (Non-executive Independent) on the board
w.e.f. 14 February 2024 and resigned on 6th April 2024.
5. Mr. Rakesh Kumar Aggarwal was appointed as an Additional Director (Executive) on the board w.e.f. 06
March 2024.
6. Mr. Saumen Chatterjee was appointed as an Additional Director (Non-executive Independent) on the board
w.e.f. 06 March 2024.
7. Change in Designation of Mr. Sudhir Gupta from Executive (Whole Time Director) to Non-Executive Director
on the Board w.e.f. 06 March 2024.
8. Change in Designation of Mr. Sandeep Gupta from Executive (Whole Time Director) to Non-Executive
Director and Chairman on the Board w.e.f. 06 March 2024.
9. Change in Designation of Mr. Amit Saraf from Non-Executive to Executive Director on the Board w.e.f. 06
March 2024.
10. Mr. Deepak Singhania was appointed as a Chief Financial Officer on the Board w.e.f. 06 March 2024 and
resigned on 20th March, 2024
11. Ms. Nidhi Khandelwal was appointed as Company Secretary & Compliance Officer w.e.f. 15 March 2024.
12. Ms. Mekhala Sengupta was appointed as an Independent Director of the Company w.e.f. 01 July, 2024.
13. Mr. Harish Kumar Gautam was appointed as Chief Financial Officer of the Company w.e.f. 01 August 2024
As on 31st March 2024, following were the directors and KMPs of the Company:
1. Sudhir Chamanlal Gupta - Director (Non-executive)
2. Sandeep Gupta - Director (Non-executive)
3. Rakesh Kumar Aggarwal - Director (Executive)
4. Amit Saraf - Director (Executive)
5. Ravinder Singhania - Director (Non-executive Independent)
6. Shekhar Gulzarilal Gupta - Director (Non-executive Independent)
7. Saumen Chatterjee - Director (Non-executive Independent)
8. Ms. Tamali Sen Gupta- Director (Non-executive Independent)
9. Nidhi Khandelwal- Company Secretary & Compliance Officer
RETIREMENT BY ROTATION:
In accordance with Section 152 of the Companies Act, 2013 and pursuant to the Articles of Association of the
Company, Mr. Sandeep Gupta, Chairman and Non-Executive Director and Mr. Sudhir Gupta, Non-Executive
Director of the Company are liable to retire by rotation at the forthcoming Annual General Meeting and being
eligible, offer themselves for re-appointment. The Board of Directors recommends their re-appointment.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
DISCLOSURES PERTAINING TO REMUNERATION AND OTHER DETAILS AS REQUIRED UNDER
SECTION 197 (12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANGERIAL PERSONNEL) RULES, 2014.
The Company was under CIRP from September 16, 2022, to January 09, 2024. During the CIRP period, the
Company was managed by the Resolution Professional and did not have any employees.
After the Hon'ble National Company Law Appellate Tribunal, Principal Bench, New Delhi, set aside the order
dated September 16, 2022, admitting the application under Section 7 of the IBC and accepted the proposal
submitted under Section 12A of the IBC, the board of the Company was re-constituted on February 14, 2024.
In the board meeting held on March 06, 2024, the Board approved payment of monthly remuneration of Rs.
2,00,000/- to each of the following executive directors w.e.f. 06 March 2024:
1. Mr. Amit Saraf 2. Mr. Rakesh Kumar Aggarwal
During the period of review, Ms. Nidhi Khandelwal was appointed as Company Secretary & Compliance Officer
w.e.f. 15th March 2024 at a monthly remuneration of Rs. 1,50,000/- and Mr. Deepak Singhania was appointed
as Chief Financial Officer of the company w.e.f. 6th March 2024 at a monthly remuneration of Rs. 1,50,000/-.
During the period under review the Company did not have any employee other than the Company Secretary
and the Chief Financial Officer and did not pay remuneration to any director.
During the period of review, the remuneration of the executive directors, the Company Secretary and the Chief
Financial Officer of the Company was not in excess of threshold provided under Rule 5(2) and (3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, disclosure under the said
Rule 5(2) & (3) is not applicable during the period under review.
The Board affirms that the remuneration approved by the Board as mentioned above is as per the Remuneration
Policy of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis as required under regulation 34(2)(e) of the Listing Regulations of
the Listing Regulations is annexed as Annexure 2 herewith and forms a part of this report.
CORPORATE GOVERNANCE
As required by regulation 34 of the Listing Regulations, a Report on Corporate Governance for the Financial
Year 2023-24, along with Practicing Company Secretary Certificate on Corporate Governance is annexed as
Annexure 3 herewith and forms a part of this report.
COMPLIANCE UNDER COMPANIES ACT, 2013
Pursuant to Section 134 of the Companies Act, 2013, the annual return of the Company referred to in Section
92 of the Companies Act, 2013 is available under the Company's website - http://asianhotelswest.com/.
The details of compliances of the Company as per section 134 of the Companies Act, 2013 are enumerated
below:
• Board and Committee Meetings
During the year under review, the Company was under CIRP till 09th January 2024. After the restoration of
board five (5) Board meetings were held. Details of Board Meetings held:
|
S. No.
|
Date of Board Meeting
|
No. of Directors Present
|
|
01.
|
92nd Board meeting dated 14 February 2024
|
02
|
|
02.
|
93rd Board meeting dated 14 February 2024
|
06
|
|
03.
|
94th Board meeting dated 14 February 2024
|
06
|
|
04.
|
95th Board Meeting dated 06 March 2024
|
04
|
|
05
|
96th Board Meeting dated 06 March 2024
|
04
|
Directors’ Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along
with proper explanation relating to material departures;
b) The directors had 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 and loss of the Company for
that period;
c) The directors had 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) The directors had prepared the annual accounts on a going concern basis;
e) The directors, had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and
f) The directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.
• Auditors & Auditors’ Report
M/s S.R. Batliboi & Co., LLP, Chartered Accountants, (Firm Registration No 301003E/E300005) were
appointed as statutory auditor of the Company in compliance with provisions of the Companies Act, 2013
read with the rules made thereunder at the 10th AGM of the Company for period of 5 years up to conclusion
of 15th AGM of the Company. However, M/s S.R. Batliboi & Co., LLP, Chartered Accountants, resigned as
statutory auditor of the Company with effect from September 15, 2021.
In accordance with Section 139 and other applicable provisions of the Companies Act, 2013 and based on
the recommendation of the Audit Committee of the Company at its meeting held on February 14, 2024, the
Board of Directors approved the appointment of M/s J.C Bhalla & Co., Chartered Accountants (FRN:
001111N) as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of
M/s S.R. Batliboi & Co. LLP and to hold office till the date of next annual general meeting of the Company
scheduled to be held in 2024. The said appointment of M/s J.C Bhalla & Co., Chartered Accountants has
been approved / confirmed by the shareholders of the Company at the Extra-ordinary general meeting held
on May 13, 2024, to hold office till the conclusion of the next Annual General Meeting. The appointment of
M/s J.C Bhalla & Co., Chartered Accountants (FRN: 001111N) as the Statutory Auditors of the Company
to hold office till the 17th Annual General Meeting was approved by the shareholders of the Company at
the 14th Annual General Meeting of the Company.
The Board recommends the re-appointment of M/s J.C. Bhalla & Co., Chartered Accountants (FRN:
001111N) as statutory auditor, of the Company for further period of 5 years till the conclusion of the 22nd
AGM of the Company.
The Report of the Statutory Auditor along with Annexures forms part of this Annual Report.
In respect of the year under review, the Auditors have not reported any matter under Section 143(12) of
the Companies Act, 2013.Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the
Companies Act, 2013.
Reply of the Management to the Comments/ Observations of the Statutory Auditors' Report:
The Statutory Auditors have provided a Disclaimer of Opinion in their Statutory Auditors Report. The same
is reproduced below along with the management reply as required under clause (f) of sub-section (3) of
Section 134 of the Companies Act, 2O13:
|
Clause
|
Statutory Auditors’ Remark
|
Management’s Reply
|
|
3
|
Basis for Disclaimer of Opinion
|
|
| |
We draw attention to Note 2(e) of the
standalone financial statements, wherein,
we encountered significant limitations in
obtaining and auditing the complete
financial information of the Company due
to the fact that the Company was unable to
Provide complete access to its primary
books of accounts and other supporting
financial records of the Company for the
year ended March 31,2024. This limitation
has significantly restricted our ability to
perform the necessary audit procedures to
verify the financial information, its
|
1. The Company maintains
corporate accounts in Delhi and
Mumbai and the operation account
relating to Hyatt Regency Hotel in
Mumbai. The management has not
been able to obtain the primary records
of the Company except for the trial
balance and the ledgers till March 31,
2022. The Company has maintained its
primary books of accounts for the
financial year 2023-24 on the basis of
the information provided by the
|
| |
classification, presentation and
disclosures in the standalone. financial
statements. Consequently, we are not able
to confirm the accuracy, completeness,
and validity of the financial transactions
and balances recorded in these
standalone financial statements. As a
result of these restrictions, we are unable
to obtain sufficient appropriate audit
evidence to provide a basis for an audit
opinion.
|
Resolution Professional and obtained
bank statements from all the banks. The
balances at the year-end as per bank
statements are reconciled with the
books of accounts. Despite diligent
efforts to reconstruct financial records
and gather alternative documentation
and other relevant records, the absence
of complete documentation has
impacted the completeness of financial
reporting for the period under review.
The Management has endeavoured to
|
| |
| |
We draw attention to Note 48-49 in the
|
ensure that financial statements adhere
|
| |
standalone financial statements,
|
to applicable accounting standards and
provide stakeholders with a fair and
|
| |
wherein, the impact of events occurring
after the balance sheet date as per Ind
|
accurate representation of its financial
|
| |
AS 10 " Events after the reporting
|
position, performance and cash flows,
|
| |
period" have not been considered by the
|
considering the available information
|
| |
management while preparing the
standalone financial statements, for the
|
and alternative documentation.
|
| |
reasons stated therein. We are unable to
comment on the impact of the non-
|
2.
|
| |
consideration of the subsequent events
|
(i) Since these standalone financial
|
| |
on these standalone financial
|
statements for the year ended March
|
| |
statements.
|
31, 2024 are being prepared and
presented in September 2024, they
are susceptible to adjustments
relating to subsequent events that
|
| |
We were appointed as auditors of the
|
arise after the said financial year end
|
| |
Company on February 14, 2024.
|
date till the date of approval of these
|
| |
Consequently, we were not able to
|
standalone financial statements.
|
| |
participate in the physical verification of
|
Whilst the management has made its
|
| |
the inventory as at March 3l, 2023.
|
best endeavours to consider the
|
| |
Further, since the management could
|
relevant subsequent events in the
|
| |
not provide us with supporting records
|
preparation of these financial
|
| |
relating to inventories to enable us to
|
statements in the absence of
|
| |
perform alternate audit procedures, we
are unable to comment on the existence
of inventory of Rs. 169.80 lakhs as at
March 31,2024.
|
adequate information, the
management is not certain if all those
events have been duly considered
when preparing these standalone
financial statements.
|
| |
In view of the Covid 19 Pandemic
situation that existed as at balance sheet
|
(ii) In terms of the framework
|
| |
date that significantly impacted the travel
|
agreement dated August 11,2023 and
|
| |
and hospitality industry, impairment
indicators existed in relation to the
|
amendment agreement dated
|
| |
carrying value of the Company's
Property, Plant and equipment.
|
November 16, 2023 entered into
between the shareholders of the
|
| |
Considering the insolvency resolution
|
Company, Novak Hotels Private
|
| |
process, the management has not
|
Limited agreed to advance an
|
| |
carried out an impairment assessment in
|
aggregate amount of Rs. 390 Crores
|
| |
respect of the carrying value of the
|
to the Company as secured loan
|
| |
Company's Property, plant and
|
which was to be utilized for making all
|
| |
equipment. We are unable to comment
|
payments to creditors, all other
|
| |
on the carrying value of the Company's
|
regulatory and necessitated expenses
|
| |
property, Plant and equipment in the
|
and the remaining towards
|
| |
absence of the impairment assessment.
|
redemption by the Company of the 9%
non-convertible non-cumulative
redeemable preference shares of the
|
| |
Observation included in the Annexure -I
|
| |
of the Audit Report on the standalone
|
Company (“RPS”). Pursuant to this,
|
| |
financial statements for the year ended
|
the Company has received an amount
|
| |
March 31, 2024 that are related to
|
of Rs. 373 crores approx. till date
|
| |
matters specified in the paragraphs 3
|
which have been utilised for making
|
| |
and 4 of the Companies (Auditor's
|
payments to creditors, all other
|
| |
Report) Order, 2020 (‘the Order') by the
|
regulatory and necessitated
|
| |
Central Government of India in the term
of section 143(11) of the Act.
|
expenses.
|
| |
“During the year, the Company has
|
(iii) As per Board resolution passed dated
|
| |
recognized an interest expenses of Rs.
2,200 lakhs and Interest Income of Rs.
|
17/07/2024 an amount of interest on
|
| |
345.81 lakhs pertaining to Novak Hotels
|
Saraf Group loan was assessed as
|
| |
Private Limited. We have not been
|
2200 Lakhs and income of 345.81
|
| |
provided with the necessary information
|
lakhs it is the amount on short term
|
| |
in respect of the same. Therefore, we
|
deposits made by novak during CIRP
|
| |
are unable to comment on their
|
period earned by Asians duly
|
| |
recognition in the statement of
|
accounted by novak in their books but
|
| |
profit and loss.”
Disclaimer of Opinion on adequacy of
the internal financial controls with
reference to standalone financial
statements of the Company as on 31st
March, 2024, and the operating
effectiveness of such controls.
|
in realty belongs to the Company.
|
Internal Audit
During the period under review as no Internal auditor was appointed and accordingly no internal audit was
conducted.
Secretarial Audit
The Company has appointed M/s Hemant Singh & Associates, Company Secretaries, 306, Surya Complex,
21, Veer Savarkar Block, Shakarpur, Delhi - 110092 to undertake the Secretarial Audit of the Company for
the Financial Year ended 31st March 2024.
The Secretarial Audit Report (in Form MR -3) is annexed as Annexure 4 hereto and forms a part of this
report. The comments of Secretarial Auditors are self-explanatory and therefore do not call for any further
clarifications/comments.
Reply of the Management to the Comments/ Observations of the Secretarial Auditors' Report:
In view of management disputes, financial and operational issues and subsequent commencement of CIRP in
respect of the Company w.e.f. 16th September 2022, the Company was not able to comply with certain
compliance requirements as stated the Secretarial Audit Report. Also, certain records of the Company could
not be retrieved due to lack of resources. However, after the closure of CIRP on 9th January 2024, the Company
is in the process of complying with all applicable laws and earnest efforts are being made by the Company in
this regard.
• Cost Audit
In terms of Rule 8 of the Companies (Accounts) Amendment Rules, 2018 read with Section 148 of the
Companies Act, 2013, the Central Government has not specified the maintenance of cost records under
Section 148 of the Companies Act, 2013, for the services provided by the Company.
• Compliance with Secretarial Standards on Board and General Meetings
During the period under review, post closure of CIRP on 9th January 2024, the meetings of the Board and
Committees of the Board were held in compliance with Secretarial Standards 1 and 2 as issued by the
Institute of Company Secretaries of India.
• Particulars of loans, guarantees and investments under section 186 of the Companies Act, 2013.
Details of loans, guarantees and investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in Note No 5 to the standalone financial statements.
• Related Party Transactions
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has
formulated a Policy on Related Party Transactions which is also available on Company's website at
www.asianhotelswest.com/policies. The Policy intends to ensure that proper reporting, approval and
disclosure processes are in place for all transactions between the Company and Related Parties.
After the commencement of CIRP on September 16, 2022, the Board of Company was suspended, and
the Company was managed by the Resolution Professional as per the provisions of the IBC. After coming
out of CIRP on 9th January 2024, in order to comply with the provisions of the Companies Act, 2013 and
the Listing Regulations, the related party transactions pertaining to the financial year 2023-24 were placed
before the Audit Committee and the Board of the Company at its meeting held on September 27, 2024 and
the Audit Committee and the Board of the Company has taken note and ratified the said transactions.
There was no materially significant transaction with related parties during the Financial Year 2023-24 and
none of the transactions with any of related parties were in conflict with the Company's interest.
Particulars of contracts/arrangements with related parties as referred to in sub-section (1) of section188 of
the Companies Act, 2013 are given in Form AOC 2 and the same is annexed as Annexure 5 hereto and
forms a part of this report.
Requisite disclosure as required under Ind-AS-24 has been made in Notes to the Financial Statements.
• Material Changes and commitments, if any affecting the Financial Position of the Company which
occurred between March 31, 2024 and date of report.
Pursuant to the order dated January 09, 2024, of the Hon'ble National Company Law Appellate Tribunal,
Principal Bench, New Delhi, the proposal submitted under Section 12A of the IBC was accepted and the
CIRP has been closed and the suspended Board of the Company has been restored.
The hotel (owned by the Company) was closed during the period under review as a result, the Company
incurred losses.
• Change in the nature of Business, if any
During the period under review, there has been no change in the nature of business.
• Conservation of Energy, Foreign Exchange Earnings & Outgo
• Information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 pertaining to the conservation of energy, foreign exchange earnings
and outgo is furnished under in the Annexure 6 hereto and forms a part of this report.
• Risk Management Policy
The current Board cannot comment regarding development and implementation of Risk Management
Policy during the CIRP period when the Company was managed by the Resolution Professional. After the
closure of CIRP, the Board is taking necessary steps for effective implementation of the Risk Management
Policy.
• Committees of the Board
a) Audit Committee
The terms of reference of the Audit Committee are as per the Companies Act, 2013 and Regulation
18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with Part-C of
Schedule II of the Listing Regulations.
Pursuant to the order passed by Hon'ble NCLAT dated 9th January 2024, CIRP was closed, and
consequently the board of the Company was restored. Thereafter, the Audit Committee was
formulated by the board vide its resolution dated 14th February 2024 with the following members:
|
S.
No.
|
Name
|
Designation
|
|
1.
|
Mr. Shekhar Gupta
|
Chairman of the Audit
Committee
|
|
2.
|
Mr. Sandeep Gupta
|
Member of the Audit
Committee
|
|
3.
|
Ms. Tamali Sen Gupta
|
Member of the Audit
Committee
|
The Audit Committee was reconstituted again on March 06, 2024, and consequently, the members of
the Audit Committee as on March 31,2024, were as follows:
|
S.
No.
|
Name
|
Designation
|
|
1.
|
Mr. Shekhar Gupta
|
Chairman of the Audit
Committee
|
|
2.
|
Mr. Amit Saraf
|
Member of the Audit
Committee
|
|
3.
|
Ms. Tamali Sen Gupta
|
Member of the Audit
Committee
|
During the period under review three meetings of the Audit Committee were held on 14th February 2024,
06th March 2024 and 26th March 2024.
b) Stakeholders’ Relationship Committee
Pursuant to the order passed by Hon'ble NCLAT dated 9th January 2024, CIRP was closed, and
consequently the board of the Company was restored. Thereafter, the Stakeholders' Relationship
Committee was formulated by the board vide its resolution dated 6th March 2024 with the following
members:
|
S.
No.
|
Name
|
Designation
|
|
1.
|
Mr. Shekhar Gupta
|
Chairman of SRC
|
|
2.
|
Mr. Ravinder Singhania
|
Member of SRC
|
|
3.
|
Mr. Rakesh Kumar
|
Member of SRC
|
| |
Aggarwal
|
|
During the period under review, one meeting of the Stakeholders' Relationship Committee was held on
06th March 2024.
c) Nomination and Remuneration Committee
Pursuant to the order passed by Hon'ble NCLAT dated 9th January 2024, CIRP was closed, and
consequently the board of the Company was restored. Thereafter, the Nomination and Remuneration
Committee was formulated by the board vide its resolution dated 6th March 2024 with the following
members:
|
S.
|
NAME
|
DESIGNATION
|
|
NO
|
|
|
|
1.
|
Mr. Ravinder Singhania
|
Chairman of NRC
|
|
2.
|
Mr. Shekhar Gulzarilal
|
Member of NRC
|
| |
Gupta
|
|
|
3.
|
Mr. Amit Saraf
|
Member of NRC
|
The Nomination and Remuneration Committee was reconstituted again on March 06, 2024, and
consequently, the members of the Nomination and Remuneration Committee as on March 31, 2024,
were as follows:
|
S.
No.
|
Name
|
Designation
|
|
1.
|
Mr. Ravinder Singhania
|
Chairman of NRC
|
|
2.
|
Mr. Shekhar Gulzarilal
|
Member of NRC
|
| |
Gupta
|
|
|
3.
|
Mr. Saumen Chatterjee
|
Member of NRC
|
During the period under review two meetings of the Nomination and Remuneration Committee were
held on 06th March 2024 and 22nd March 2024.
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of
Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays
down the guiding principles, philosophy and the basis for payment of remuneration to Executive and
Non-Executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior
Management and other employees. The policy also provides the criteria for determining qualifications,
positive attributes and Independence of Director and criteria for appointment of Key Managerial
Personnel / Senior Management and performance evaluation which are considered by the Nomination
and Remuneration Committee and the Board of Directors while making selection of the candidates. The
above policy has been posted on the website of the Company at www.asianhotelswest.com/Policies.
d) Corporate Social Responsibility (CSR) Committee
Provisions pertaining to CSR committee were not applicable during the period under review. Therefore,
the report on Corporate Social Responsibility activities has not been enclosed with this report.
e) Risk Management Committee
Provisions pertaining to the Risk Management Committee are not applicable to the Company.
• Public Deposits
During the year under review, your Company has not accepted any deposits within the meaning of Section
73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
• Amount Transferred to Reserves
During the year under review, your company has not transferred any amount to reserves for the financial
year ended March 31,2024.
• Internal Control System and their Adequacy
The Company came out of CIRP only on 9th January 2024 and the suspended Board was restored.
Thereafter, directors and KMPs were appointed as mentioned above. The Board will take necessary steps
in respect of the Company's internal control system.
• Performance Evaluation
The Board of the Company was suspended as per provisions of the IBC upon commencement of CIRP on
September 16, 2022, and the Company was managed by the Resolution Professional. The Company came
out of CIRP only on 9th January 2024 and the suspended Board was restored. Thereafter, directors and
KMPs were appointed as mentioned above and re-constituted thereafter. Therefore, no performance
evaluation of directors was done during the period under review.
• Significant Material Orders Passed by Regulators
On August 19, 2021, Yes Bank filed an application under Section 7of the Insolvency and Bankruptcy Code,
2016 (“IBC”) before the Hon'ble National Company Law Tribunal, New Delhi Bench (“NCLT”) and the said
application was admitted by the NCLT on September 16, 2022. Consequently, the Corporate Insolvency
Resolution Process (“CIRP”) was initiated in respect of the Company.
Further, CIRP proceedings were set aside and closed vide NCLAT order dated 9th January 2024 and now
the Company is in the process of normalizing its operation.
• Vigil Mechanism/Whistle Blower Policy
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule7 of the Companies (Meetings of
Board and its Powers) Rules, 2014 and regulation 22 of the Listing Regulations, the Company has
established a vigil mechanism for its Directors and employees to report their genuine concerns/grievances.
The mechanism also provides for adequate safeguards against victimization of persons who use such
mechanism and makes provisions for direct access to the Chairman of the Audit Committee.
The Board of the Company was suspended as per provisions of the IBC upon commencement of CIRP on
September 16, 2022, and the Company was managed by the Resolution Professional. The Company came
out of CIRP only on 9th January 2024 and the suspended Board was restored. Thereafter, the Audit
Committee which implements the vigil mechanism was re-constituted on February 14, 2024.
The details of the said mechanism are posted on the Company's website www.asianhotelswest.com.
• Green Initiatives
Electronic copies of the Annual Report and notice of the 17th AGM are sent to all the members whose email
addresses are registered with the Company /Depository Participant(s)/RTA.
The Company is providing e-voting facility to all members to enable them to cast their votes electronically
on all resolutions set forth in Notice. The instructions for e-voting are provided in the Notice.
• Prevention of Sexual Harassment at Workplace
The Company has zero tolerance policy against sexual harassment.
From the date of commencement of CIRP on September 16, 2022, till the date of closure of CIRP on
January 09, 2024, the Company was managed by Resolution Professional. The Company will take
necessary steps for compliance of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
• General
Your directors state that no disclosure or reporting in respect of the following items, as there were no
transactions on these items during the year under review:
a) Issue of equity shares with differential rights as to dividend, voting or otherwise.
b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
ACKNOWLEDGEMENTAND APPRECIATION
Your directors would like to express their sincere appreciation and gratitude to all the stakeholders of the
Company. The Board would also like to place on record its deep sense of appreciation for the continued
confidence reposed in the Company by the Shareholders.
For and on behalf of the Board of
Asian Hotels (West) Limited
Place: New Delhi Sandeep Gupta
Date: October 7, 2024 Chairman and Non-Executive Director
(DIN -00057942)
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