Your directors take pleasure in presenting the 17th Annual Report and Audited Financial Statements of yourCompany for the Financial Year ended on 31st March 2024.
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 applicationwas 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 theCompany was suspended and replaced by the Resolution Professional (“RP”), who was entrusted with themanagement of the Company.
Vide an order dated January 09, 2024, Hon'ble National Company Law Appellate Tribunal, Principal Bench, NewDelhi, set aside the order dated September 16, 2022, admitting the application under Section 7 of the IBC andaccepted the proposal, submitted under Section 12A of the IBC to pay the entire admitted outstanding dues offinancial creditors and to pay entire CIRP cost, thereby closing the CIRP. Consequently, the suspended Boardof Directors of the Company has been restored. Further, the Board was also re-constituted during the periodunder review.
(Rupees in Crores)
Particulars
Standalone
Consolidated
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)
3.06
32.17
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 anddepreciation) was INR [-80.32] Crores and total comprehensive income/Loss after tax was INR (-79.86] Croresfor the financial year ended on 31st March 2024 as against INR [-17.16] Crores and INR [-17.16] Croresrespectively for the previous year ended on 31st March 2023.
No dividend is recommended for the year under review.
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 AccountingStandards. The Consolidated Financial Statements reflect the results of the Company and that of its SubsidiaryCompany. 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'sSubsidiary are prepared in form AOC-1, which is annexed as Annexure1 herewith and forms a part of thisreport.
As on date, your Company has one Subsidiary Company i.e., Aria Hotels and Consultancy Services PrivateLimited (ARIA). ARIA is the owner of 523 rooms 5-Star deluxe hotel under the brand J.W. Marriott at New DelhiAerocity, Hospitality District, Near IGI Airport, New Delhi. The year under review has been marked by aremarkable resurgence after a prolonged slump caused by the global pandemic. The service sector, includingthe travel and tourism business, has gradually returned to pre-pandemic levels. Hotel J.W. Marriott has receivedthe following honours:
• JW Marriott New Delhi Aerocity garnered 15 prestigious awards during the year in review, Highlightsinclude being named “Best Airport Hotel in India & South Asia for 2024” at the World Airport Awardsand “Best Business Hotel” by the India Travel Awards 2023. The hotel also ranked as a “Top 5 F&BHotel” 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 Awards2023.
• 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 & NightlifeAwards 2023, “ Best Foreign Cuisine” at the 12th Annual Indian Restaurant Awards 2023, and “BestJapanese 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 AllDay Dining Cafe” at Travel Leisure India's Delicious Dining Awards 2023. Delhi Baking Company wasnamed “Best Bakery” at the Economic Times' Restaurant & Nightlife Awards 2023, and Quan Spaearned 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 Policyfor 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.
During the year under review, there was no change in the authorised share capital of your Company. Theauthorised 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 withdifferential 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.
During the period under review Company has not made any Investment.
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 theshareholders of the Company.
From 16th September 2022 to 09th January 2024 the Company was under CIRP due to which the Board of theCompany was suspended, and the Company was managed by the Resolution Professional. Vide order datedJanuary 09, 2024, Hon'ble National Company Law Appellate Tribunal, Principal Bench, New Delhi, set aside theorder 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 ofDirectors of the Company has been restored.
Upon such restoration, the following changes occurred in the Composition of the Board and Key ManagerialPersonnel:
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-executiveIndependent) w.e.f. 14 February 2024.
4. Ms. Tamali Sen Gupta was appointed as an Additional Director (Non-executive Independent) on the boardw.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. 06March 2024.
6. Mr. Saumen Chatterjee was appointed as an Additional Director (Non-executive Independent) on the boardw.e.f. 06 March 2024.
7. Change in Designation of Mr. Sudhir Gupta from Executive (Whole Time Director) to Non-Executive Directoron the Board w.e.f. 06 March 2024.
8. Change in Designation of Mr. Sandeep Gupta from Executive (Whole Time Director) to Non-ExecutiveDirector 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. 06March 2024.
10. Mr. Deepak Singhania was appointed as a Chief Financial Officer on the Board w.e.f. 06 March 2024 andresigned 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 OfficerRETIREMENT BY ROTATION:
In accordance with Section 152 of the Companies Act, 2013 and pursuant to the Articles of Association of theCompany, Mr. Sandeep Gupta, Chairman and Non-Executive Director and Mr. Sudhir Gupta, Non-ExecutiveDirector of the Company are liable to retire by rotation at the forthcoming Annual General Meeting and beingeligible, offer themselves for re-appointment. The Board of Directors recommends their re-appointment.
DISCLOSURES PERTAINING TO REMUNERATION AND OTHER DETAILS AS REQUIRED UNDERSECTION 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, theCompany 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 orderdated September 16, 2022, admitting the application under Section 7 of the IBC and accepted the proposalsubmitted 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 Officerw.e.f. 15th March 2024 at a monthly remuneration of Rs. 1,50,000/- and Mr. Deepak Singhania was appointedas 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 Secretaryand 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 saidRule 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 RemunerationPolicy of the Company.
The Management Discussion and Analysis as required under regulation 34(2)(e) of the Listing Regulations ofthe Listing Regulations is annexed as Annexure 2 herewith and forms a part of this report.
As required by regulation 34 of the Listing Regulations, a Report on Corporate Governance for the FinancialYear 2023-24, along with Practicing Company Secretary Certificate on Corporate Governance is annexed asAnnexure 3 herewith and forms a part of this report.
Pursuant to Section 134 of the Companies Act, 2013, the annual return of the Company referred to in Section92 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 enumeratedbelow:
• Board and Committee Meetings
During the year under review, the Company was under CIRP till 09th January 2024. After the restoration ofboard 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
04.
95th Board Meeting dated 06 March 2024
04
05
96th Board Meeting dated 06 March 2024
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 alongwith proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year and of the profit and loss of the Company forthat period;
c) The directors had taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of this Act for safeguarding the assets of the company and forpreventing 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 applicablelaws and that such systems were adequate and operating effectively.
M/s S.R. Batliboi & Co., LLP, Chartered Accountants, (Firm Registration No 301003E/E300005) wereappointed as statutory auditor of the Company in compliance with provisions of the Companies Act, 2013read with the rules made thereunder at the 10th AGM of the Company for period of 5 years up to conclusionof 15th AGM of the Company. However, M/s S.R. Batliboi & Co., LLP, Chartered Accountants, resigned asstatutory 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 onthe recommendation of the Audit Committee of the Company at its meeting held on February 14, 2024, theBoard 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 ofM/s S.R. Batliboi & Co. LLP and to hold office till the date of next annual general meeting of the Companyscheduled to be held in 2024. The said appointment of M/s J.C Bhalla & Co., Chartered Accountants hasbeen approved / confirmed by the shareholders of the Company at the Extra-ordinary general meeting heldon May 13, 2024, to hold office till the conclusion of the next Annual General Meeting. The appointment ofM/s J.C Bhalla & Co., Chartered Accountants (FRN: 001111N) as the Statutory Auditors of the Companyto hold office till the 17th Annual General Meeting was approved by the shareholders of the Company atthe 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 22ndAGM 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) ofthe Companies Act, 2013.Therefore, no detail is required to be disclosed under Section 134(3) (ca) of theCompanies Act, 2013.
The Statutory Auditors have provided a Disclaimer of Opinion in their Statutory Auditors Report. The sameis reproduced below along with the management reply as required under clause (f) of sub-section (3) ofSection 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 thestandalone financial statements, wherein,we encountered significant limitations inobtaining and auditing the completefinancial information of the Company dueto the fact that the Company was unable toProvide complete access to its primarybooks of accounts and other supportingfinancial records of the Company for theyear ended March 31,2024. This limitationhas significantly restricted our ability toperform the necessary audit procedures toverify the financial information, its
1. The Company maintainscorporate accounts in Delhi andMumbai and the operation accountrelating to Hyatt Regency Hotel inMumbai. The management has notbeen able to obtain the primary recordsof the Company except for the trialbalance and the ledgers till March 31,2022. The Company has maintained itsprimary books of accounts for thefinancial year 2023-24 on the basis ofthe information provided by the
classification, presentation anddisclosures in the standalone. financialstatements. Consequently, we are not ableto confirm the accuracy, completeness,and validity of the financial transactionsand balances recorded in thesestandalone financial statements. As aresult of these restrictions, we are unableto obtain sufficient appropriate auditevidence to provide a basis for an auditopinion.
Resolution Professional and obtainedbank statements from all the banks. Thebalances at the year-end as per bankstatements are reconciled with thebooks of accounts. Despite diligentefforts to reconstruct financial recordsand gather alternative documentationand other relevant records, the absenceof complete documentation hasimpacted the completeness of financialreporting 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 andprovide stakeholders with a fair and
wherein, the impact of events occurringafter 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 thestandalone financial statements, for the
and alternative documentation.
reasons stated therein. We are unable tocomment 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 andpresented in September 2024, theyare susceptible to adjustmentsrelating 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, weare unable to comment on the existenceof inventory of Rs. 169.80 lakhs as atMarch 31,2024.
adequate information, themanagement is not certain if all thoseevents have been duly consideredwhen preparing these standalonefinancial statements.
In view of the Covid 19 Pandemicsituation 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, impairmentindicators existed in relation to the
amendment agreement dated
carrying value of the Company'sProperty, Plant and equipment.
November 16, 2023 entered intobetween 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-cumulativeredeemable 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
Report) Order, 2020 (‘the Order') by the
regulatory and necessitated
Central Government of India in the termof 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 ofthe internal financial controls withreference to standalone financialstatements of the Company as on 31stMarch, 2024, and the operatingeffectiveness of such controls.
in realty belongs to the Company.
During the period under review as no Internal auditor was appointed and accordingly no internal audit wasconducted.
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 forthe 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 thisreport. The comments of Secretarial Auditors are self-explanatory and therefore do not call for any furtherclarifications/comments.
In view of management disputes, financial and operational issues and subsequent commencement of CIRP inrespect of the Company w.e.f. 16th September 2022, the Company was not able to comply with certaincompliance requirements as stated the Secretarial Audit Report. Also, certain records of the Company couldnot be retrieved due to lack of resources. However, after the closure of CIRP on 9th January 2024, the Companyis in the process of complying with all applicable laws and earnest efforts are being made by the Company inthis regard.
In terms of Rule 8 of the Companies (Accounts) Amendment Rules, 2018 read with Section 148 of theCompanies Act, 2013, the Central Government has not specified the maintenance of cost records underSection 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 andCommittees of the Board were held in compliance with Secretarial Standards 1 and 2 as issued by theInstitute 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 theCompanies 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 hasformulated a Policy on Related Party Transactions which is also available on Company's website atwww.asianhotelswest.com/policies. The Policy intends to ensure that proper reporting, approval anddisclosure 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, andthe Company was managed by the Resolution Professional as per the provisions of the IBC. After comingout of CIRP on 9th January 2024, in order to comply with the provisions of the Companies Act, 2013 andthe Listing Regulations, the related party transactions pertaining to the financial year 2023-24 were placedbefore the Audit Committee and the Board of the Company at its meeting held on September 27, 2024 andthe 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 andnone 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 ofthe Companies Act, 2013 are given in Form AOC 2 and the same is annexed as Annexure 5 hereto andforms 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 whichoccurred 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 theCIRP 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 Companyincurred 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 theCompanies (Accounts) Rules, 2014 pertaining to the conservation of energy, foreign exchange earningsand 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 ManagementPolicy during the CIRP period when the Company was managed by the Resolution Professional. After theclosure of CIRP, the Board is taking necessary steps for effective implementation of the Risk Management
Policy.
a) Audit Committee
The terms of reference of the Audit Committee are as per the Companies Act, 2013 and Regulation18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with Part-C ofSchedule II of the Listing Regulations.
Pursuant to the order passed by Hon'ble NCLAT dated 9th January 2024, CIRP was closed, andconsequently the board of the Company was restored. Thereafter, the Audit Committee wasformulated 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 AuditCommittee
Mr. Sandeep Gupta
Member of the AuditCommittee
3.
Ms. Tamali Sen Gupta
The Audit Committee was reconstituted again on March 06, 2024, and consequently, the members ofthe Audit Committee as on March 31,2024, were as follows:
Mr. Amit Saraf
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, andconsequently the board of the Company was restored. Thereafter, the Stakeholders' RelationshipCommittee was formulated by the board vide its resolution dated 6th March 2024 with the followingmembers:
Chairman of SRC
Mr. Ravinder Singhania
Member of SRC
Mr. Rakesh Kumar
Aggarwal
During the period under review, one meeting of the Stakeholders' Relationship Committee was held on06th March 2024.
Pursuant to the order passed by Hon'ble NCLAT dated 9th January 2024, CIRP was closed, andconsequently the board of the Company was restored. Thereafter, the Nomination and RemunerationCommittee was formulated by the board vide its resolution dated 6th March 2024 with the followingmembers:
NAME
DESIGNATION
NO
Chairman of NRC
Mr. Shekhar Gulzarilal
Member of NRC
Gupta
The Nomination and Remuneration Committee was reconstituted again on March 06, 2024, andconsequently, the members of the Nomination and Remuneration Committee as on March 31, 2024,were as follows:
Mr. Saumen Chatterjee
During the period under review two meetings of the Nomination and Remuneration Committee wereheld 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 ofDirectors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly laysdown the guiding principles, philosophy and the basis for payment of remuneration to Executive andNon-Executive Directors (by way of sitting fees and commission), Key Managerial Personnel, SeniorManagement and other employees. The policy also provides the criteria for determining qualifications,positive attributes and Independence of Director and criteria for appointment of Key ManagerialPersonnel / Senior Management and performance evaluation which are considered by the Nominationand Remuneration Committee and the Board of Directors while making selection of the candidates. Theabove 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 Section73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
During the year under review, your company has not transferred any amount to reserves for the financialyear 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 stepsin respect of the Company's internal control system.
The Board of the Company was suspended as per provisions of the IBC upon commencement of CIRP onSeptember 16, 2022, and the Company was managed by the Resolution Professional. The Company cameout of CIRP only on 9th January 2024 and the suspended Board was restored. Thereafter, directors andKMPs were appointed as mentioned above and re-constituted thereafter. Therefore, no performanceevaluation of directors was done during the period under review.
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 saidapplication was admitted by the NCLT on September 16, 2022. Consequently, the Corporate InsolvencyResolution 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 nowthe 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 ofBoard and its Powers) Rules, 2014 and regulation 22 of the Listing Regulations, the Company hasestablished 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 suchmechanism 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 onSeptember 16, 2022, and the Company was managed by the Resolution Professional. The Company cameout of CIRP only on 9th January 2024 and the suspended Board was restored. Thereafter, the AuditCommittee 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.
Electronic copies of the Annual Report and notice of the 17th AGM are sent to all the members whose emailaddresses 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 electronicallyon 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 onJanuary 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, Prohibitionand Redressal) Act, 2013.
Your directors state that no disclosure or reporting in respect of the following items, as there were notransactions 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.
Your directors would like to express their sincere appreciation and gratitude to all the stakeholders of theCompany. The Board would also like to place on record its deep sense of appreciation for the continuedconfidence reposed in the Company by the Shareholders.
For and on behalf of the Board ofAsian Hotels (West) Limited
Place: New Delhi Sandeep Gupta
Date: October 7, 2024 Chairman and Non-Executive Director
(DIN -00057942)