asian hotels east ltd Directors report

Your Board takes pleasure in presenting the 16th Annual Report of the Company along with the audited financial statements of the Company for the financial year ended on 31st March, 2023.

FINANCIAL HIGHLIGHTS:

Your Companys performance for the financial year ended on 31st March, 2023 along with the previous year figures is summarised as under:

Particulars	Standalone		Consolidated*
	2022-23	2021-22	2022-23	2021-22*
Gross Revenue	9,376.12	5,119.32	9376.13	5119.32
Profit before Depreciation, Finance Costs, Tax and Exceptional items	2,293.95	369.44	3271.05	(201.47)
Less: Depreciation	362.06	333.18	362.06	333.18
Less: Finance Cost	Nil	Nil	Nil	Nil
Profit before Tax & Exceptional Item	1,931.89	36.26	1926.15	(534.66)
Add/(Less) Exceptional Item	983.77	Nil	982.84	Nil
Profit/(Loss) before tax	2,915.66	(527.42)	2908.99	(534.66)
Tax Expenses (including Deferred Tax)	523.00	(131.56)	523.00	(131.56)
Profit after Tax from continuing operations	2,392.66	(395.86)	2385.99	(403.09)
Profit after tax from discontinued operations	295.16	452.88	66.75	(3046.76)
Profit after tax	2,687.82	57.03	2452.74	(3,449.86)
Other Comprehensive Income	(410.03)	(323.39)	(410.03)	(316.54)
Total Comprehensive Income for the period	2,277.79	(266.36)	2042.71	(3,766.40)

*Figures have been regrouped/rearranged consequent to the elimination of profit from discontinued operations (demerger of security trading unit as per Scheme of Arrangement and Demerger).

IMPACT OF COVID-19 PANDEMIC ON THE COMPANYS BUSINESS:

After the COVID-19 pandemic, business and demand improved in the financial year 2022-23 as compared to the previous two years. Despite the challenging circumstances, sustained efforts were made by the Company over the previous two years toward reorientation of the Companys operational ideology to enhance the revenue.

The Board and the Management will continue to closely monitor the situation as it evolves and do its best to take all necessary measures, in the interests of all stakeholders of the Company.

TRANSFER TO RESERVES:

During the financial year 2022-23, an amount of Rs. 150 lakhs has been transferred to General Reserve out of the amount available for appropriation.

DIVIDEND:

The Board of Directors is pleased to recommend a dividend of Rs 2.50/- per equity share (previous year NIL) on 1,72,91,696 equity shares of Rs 10/- each for the year ended on 31 March, 2023. The total cost to the Company on account of dividend payment will be Rs 432.29 lakhs resulting in a payout of 16.08% of the standalone profits after tax of the Company.

BUSINESS OVERVIEW AND OPERATING PERFORMANCE / STATE OF COMPANYS AFFAIRS:

During the financial year ended 2022-23, Hyatt Regency Kolkata (the hotel) has been successful in facing the challenges that COVID-19 posed as it was a major recovery period and closed the year-end occupancy at 76.3% which is a YoY growth of 56% compared to the competition average closure of 73.5%. The hotel has shown agility by changing business to market mix needs. The hotel focused on brand.com and online distributors to drive demand while traditional corporate business was secure in the form of PSU. Group business was driven by weddings, Corporate MICE, and Sports blocks, thereby sustaining its leading position. The hotel has been largely successful in booking all the relevant wedding dates during the previous year. The hotel improved market shares in spite of low market demand and ended the year at rank 2 in RevPAR. Overall, the hotel did well with large weddings and social business.

During the financial year 2022-23, there were no material changes and commitments affecting the financial position of the Company.

Further, there has been no change in the nature of business of the Company since its incorporation.

SUBSIDIARY COMPANIES:

During the first half of the financial year ended 2022-23, the Company had two subsidiaries, namely, Robust Hotels Limited, Chennai, (RHL) a wholly owned and a material unlisted Indian Subsidiary, and GJS Hotels Limited, Kolkata, a wholly owned and unlisted Indian Subsidiary.

The Scheme of Arrangement for demerger of Robust Hotels Limited, Chennai has become effective and operative from Wednesday, 21st September, 2022. Since 21st September, 2022, Robust Hotels Limited, Chennai, (RHL) has been no longer the wholly owned subsidiary of the Company.

With reference to GJS Hotels Limited, a consultant was appointed to carry out market research and best use option study land parcel located near Bhubaneshwar, Odisha. The report is being considered internally. In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statement of the subsidiary of the Company in Form AOC-1 is annexed herewith marked as Annexure-I to this Report. The audited financial statements of the Company and of its subsidiary has also been uploaded on the website of the Company http://www.ahleast.com/ reports.html.

The Consolidated Financial Statements of the Company are prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) and forms an integral part of this report.

The Policy for determining material subsidiaries of the Company has been provided in the following link: http://www.ahleast.com/ policiespdf/Policy%20on%20Material%20Subsidiary.pdf

STATUS OF THE SCHEME OF ARRANGEMENT:

Regarding the Scheme of Arrangement, Demerger and Reduction of capital with the wholly owned subsidiary Robust Hotels Private Limited, Chennai (Robust) and their respective shareholders and creditors (the Scheme), the Honble NCLT, Kolkata Bench, on 5th September, 2022 has issued the certified order copy sanctioning the Scheme of Arrangement. The scheme of arrangement has since become effective from 21st September, 2022 by filing the order with Registrar of Companies, Kolkata & Chennai. Both the companies have taken initiatives to sell the fractional bonus shares and distribute the net sale proceeds to the respective shareholders who are entitled to the same, in proportion to the respective fractional entitlements of shares.

The shareholders of the Company as on the record date have received all the equity shares and now the equity shares of Robust Hotels Limited, Chennai are listed on BSE Ltd. & National Stock Exchange of India with effect from 25th April, 2023.

Stakeholders can see all the Scheme related documents at the Companys web link http://www.ahleast.com/index.html.

AUDITORS & AUDITORS REPORT:

Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, the term of office of M/s. Singhi & Co., Chartered Accountants, (Firm Registration No. 302049E), was appointed as the Statutory Auditors of the Company at the 15th Annual General Meeting held on 28th September, 2022 for a period of five (5) consecutive years. They have submitted a certificate confirming that their appointment is in accordance with section 139 read with section 141 of the Companies Act, 2013.

The Statutory Auditors Report on the Financial Statements of the Company for FY 2022-23 does not contain any qualifications, reservations, adverse remarks or disclaimer.

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, in the year under review.

Internal Auditor:

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions, if any, of the Companies Act, 2013 your Board based on the recommendation of the Audit Committee appointed M/s. S.K. Agarwal & Co to conduct an internal audit for the financial year 2023-24 in place of M/s. S.S. Kothari Mehta & Co.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Board appointed M/s. Abhijit Majumdar, Practicing Company Secretary (COP No. 18995), to undertake the Secretarial Audit of your Company for the financial year 2022-2023. Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report of the Company is annexed to this Board Report, collectively as Annexure II.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors

Pursuant to the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, none of the directors of the Company were liable to retire by rotation.

No Director or Key Managerial Personnel were appointed or have resigned during the financial year 2022-23. Details of Directors seeking re-appointment as required under Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms a part of the notice calling Annual General Meeting of the Company.

Your directors would like to confirm that the Company has received annual declarations from all the independent directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulations 16(1)(b) and 25 of the SEBI Listing Regulations, 2015 and there has been no change in the circumstances, which may affect their status as independent director during the year.

Key Managerial Personnel

During the year under review, there has been no change in the Key Managerial Personnel of the Company. In terms of Section 203 read with Section 2(51) of the Companies Act, 2013, the Key Managerial Personnel of the Company are:

• Mr. Arun Kr. Saraf, Jt. Managing Director

• Mr. Umesh Saraf, Jt. Managing Director

• Mr. Bimal K. Jhunjhunwala, Chief Financial Officer and VP – Corporate Finance

• Mr. Saumen Chatterjee, Chief Legal Officer & Company Secretary

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND DIRECTORS:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and Individual Directors pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations 2015.

The evaluation of the Board of Directors was based on criteria such as appropriateness of Board composition and structure, decisions passed by the Board of Directors, awareness on Industry operations, compliance with applicable laws, succession planning, strategic planning, implementation of guidelines or strategies decided by the Board of Directors etc. The evaluation of the Committees was based on criteria such as composition, functioning, competencies of the members, frequency of meetings, procedures, monitoring, advisory role, timely reporting to Board of Directors, etc.

NOMINATION AND REMUNERATION POLICY:

In line with the requirements of section 178 of the Companies Act, 2013 and the SEBI Listing Regulations, 2015, the Company has formulated a Nomination & Remuneration Policy which can be accessed on the Companys website at https://www.ahleast.com/ policiespdf/Nomination%20&%20Remuneration%20Policy.pdf

BOARD DIVERSITY:

The Company recognizes and believes that a diverse Board will enhance the quality of the decisions made by utilizing different skills, qualifications, professional experiences, knowledge, gender, ethnicity, background and other distinguished qualities etc. of the members of the Board, necessary for effective corporate governance, sustainable and balanced development. The Board has adopted a Board Diversity Policy as required under Regulation 19 read with Part D of Schedule II of SEBI Listing Regulations, 2015 which sets out the approach to diversity. The Board diversity policy is available on our weblink:http://www.ahleast.com/policiespdf/Board%20Diversity%20Policy.pdf

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Sections 134(3)(c) and 134(5) of the Companies Act, 2013 for the preparation of the annual accounts for the financial year ended 31st March, 2023 and based upon representations from the Management, the Board states that:

a) in the preparation of the annexed accounts for the year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) 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 profit of the Company for that year;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the said accounts has been prepared on a going concern basis;

e) internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws have been devised to ensure such systems are adequate and operating effectively.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to conservation of energy, technology absorption and foreign exchanges earning and outgo to the extent possible in the opinion of your Directors, is annexed hereto as Annexure-III and forms part of this Report.

PARTICULARS OF PERSONNEL

The disclosure on the details of remuneration to Directors and other employees pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. With respect to the statement containing information under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the report and the accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement is open for inspection at the registered office of the Company during working hours and any Member interested in obtaining a copy of the same may write to the Chief legal Officer & Company Secretary at the email id: saumen.chatterjee@ahleast.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into by the Company during the financial year under review were in the ordinary course of business and on arms length basis. There were no contracts or arrangements entered into by the Company which falls under the purview of Section 188 of the Companies Act, 2013 and there were no material related party transactions in terms of Regulation 23 of the SEBI Listing Regulations, 2015. Thus, disclosure as required in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not applicable to the Company. Prior omnibus approval was obtained for related party transactions which are repetitive in nature and entered in the ordinary course of business and were at arms length. All related party transactions were placed before the Audit Committee for review on a quarterly basis.

The Policy on related party transactions and dealing with related party transactions, as approved by the Board, can be accessed on the Companys weblink: http://www.ahleast.com/policiespdf/Policy%20on%20Related%20Party%20Transaction.pdf. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

The details of the transactions with related parties are set out in Notes to the Standalone and Consolidated Financial Statements pursuant to Ind AS.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE:

Pursuant to Schedule V of Regulation 34(3) of the Listing Regulations, 2015, report on Management Discussion and Analysis as Annexure-IV and Corporate Governance Report as per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, 2015 as Annexure-V and Compliance Certificate on Corporate Governance from the Practicing Company Secretaries are annexed to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As required under Section 135 of the Companies Act, 2013, the Company had spent Rs.9,00,000/- (Rupees Nine lakhs only) as CSR expenditure, for the financial year ended 2022-23. The details of the CSR Committee, CSR projects, CSR amount spent, etc., for the financial year ended 2022-23 are annexed and marked as Annexure-VI to this report.

We at Hyatt Regency, Kolkata are deeply driven by our purpose of – ‘We care for people so they can be their best. We strongly believe that we owe a significant share of our organizational success to our people, society and environment around us and bestow our care and love to them as a gratitude in every way possible. DEI and Embracing Equity has been our key focus area where in we collaborated with an NGO- Garima Griha, which supports members of LGBTQ community. After undergoing skill-based training with us, we are the proud employer of two transmen in Housekeeping who continues motivating others to join the world of hospitality. RiseHY program continues to thrive in our organization across various departments like F&B service and Front Office with 6 opportunity youths currently grooming under our supervision. We pursue our journey in giving of joy with NGOs by extending support to local businesses and child support organizations. One of our activities was based on animal care where we donated raw food materials to a Dog Shelter and participated in a photo contest arranged by Hyatt as a part of Global Month Of Service. The award-winning picture uploaded by us aided 3000 US$ to the organization. Approximately 112 volunteer hours and $1356 were spent in CSR activities last year.

This upcoming year, we are dedicated to drive our DEI goals and adhere to the framework of advancing care. We look forward to creating a World of care based on our values of empathy, integrity, inclusion and respect while implementing wellbeing and experimentation for a better future. The Companys CSR Policy formulated in accordance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is available on the Companys weblink: https://ahleast.com/CSR%20Policy_19052021.pdf.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY:

Your Company has an Internal Control System which is commensurate with the size, scale, and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organization. To maintain its objectivity and independence, the reporting is done to the Chairman of the Audit Committee of the Board.

The Audit Committee monitors and evaluates the efficacy and adequacy of internal control, its compliance with operating systems, accounting procedures and policies of the Company. Based on the Internal Audit Report, the Management undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board. In the view of the Statutory Auditors of the Company, the internal financial controls with respect to financial reporting were adequate and operating effectively during the financial year under review.

RISK MANAGEMENT:

Your Company has adopted a Risk Management Policy pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013 to identify and evaluate business risks and mitigation of the same on a continual basis. This framework seeks to create transparency, minimize adverse impact on business objective and enhance your Companys competitive advantage. In your Company, risks are carefully mapped and a risk management framework is involved.

Your Company is faced with risks of different types, each of which needs varying approaches for mitigation. Details of various risks faced by your Company and their mitigation are provided in the Management Discussion and Analysis Report. The Companys risk management policy formulated in accordance with Section 134(3)(n) of the Companies Act, 2013 as approved by the Board is available on Companys weblink: http://www.ahleast.com/policiespdf/Risk%20Management%20Policy.pdf.

DISCLOSURES: A) ANNUAL RETURN

Pursuant to Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII, Companies (Management and Administration) Amendment Rules, 2020, Annual Return of the Company in Form MGT-7 for financial year ended 2022-23 is available under the Companys weblink: https://ahleast.com/notice-agm.html.

B) MEETINGS OF THE BOARD

During the financial year ended 2022-23, the Board of Directors had six (6) meetings. These meetings were held on 30th May, 2022, 13th August 2022, 21st September 2022, 13th October 2022, 14th November, 2022 and 14th February, 2023. The details in relation to attendance at the meetings are disclosed in the Corporate Governance section which forms a part of this report.

C) COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of three (3) Directors amongst which two (2) are Independent Directors, namely Mr. Amal Chandra Chakrabortti and Ms. Rita Bhimani and one (1) is Jt. Managing Director namely Mr. Umesh Saraf. There have been no instances during the financial year when recommendations made by the Audit Committee were not accepted by the Board. The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

D) SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

E) VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has adopted a Whistle Blower Policy to provide a mechanism for the Directors and employees to report genuine concerns about any unethical behaviour, actual and suspected fraud or violation of your Companys Code of Conduct. The Policy provides for adequate safeguards against victimization of director(s)/employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The provisions of the policy are in line with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 22 of the SEBI Listing Regulations, 2015. The vigil mechanism/whistle blower policy can be accessed on the Companys weblink: http://www.ahleast.com/policiespdf/Vigil%20 Mechanism%20%20Whistle%20Blower%20Policy.pdf. Further, during the year under review, no Complaint was received by the Company under the policy.

F) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always shown concerns to each and every employee working in the organization. It has zero tolerance towards sexual harassment at workplace and has an Internal Complaints Committee to consider and redress complaints of sexual harassment. The Company has also adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder with the objective of providing safe working environment for the benefit of the employees.

Status of complaints as on March 31, 2023:

Sr. No.	Particulars	Number of Complaints
1.	Number of complaints filed during the financial year	2
2.	Number of complaints disposed of during the financial year	2
3.	Number of complaints pending at the end of the financial year	Nil

G) PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY PROVIDED

Pursuant to the provisions of Section 134(3)(g) of the Companies Act, 2013, particulars of loans, guarantees, investments and securities given under Section 186 of the Companies Act, 2013 are given in the notes to the financial statements forming part of this Annual report.

H) PARTICULARS OF REMUNERATION

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 Managerial Personnel) Rules, 2014 as amended, are provided in Annexure-VII to this report.

I) MAINTAINANCE Of COST RECORDS

The maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

J) GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions on these items during the financial year 2022-23 under review:

i) Details relating to deposits covered under Chapter V of the Companies Act, 2013.

ii) Issue of equity shares with differential rights as to dividend, voting or otherwise.

iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

iv) The Jt. Managing Directors of the Company did not receive any remuneration or commission from any of its subsidiaries.

v) No significant or material orders were passed by the Regulators or Courts or Tribunals which could impact the going concern status and Companys operations in future.

vi) There has been no change in the nature of business of the Company.

vii) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

viii) The Company is a debt-free Company and thus, there was no instance of one-time settlement with any Banks or Financial Institutions.

ACKNOWLEDGEMENT

Your Board express their deep sense of appreciation for the contribution made by the employees to the significant improvement in the operations of the Company.

The Directors also thank all associates including customers, the Government of India, Government of West Bengal, Government Agencies, Hyatt Hotels Corporation, U.S.A., Bankers, Suppliers, Shareholders and others for their continuous co-operation and support.

For and on behalf of the Board of Directors

	A. C. Chakrabortti	Umesh Saraf	Rita Bhimani
Kolkata	Director	Jt. Managing Director	Director
22nd May, 2023	(DIN: 00015622)	(DIN: 00017985)	(DIN: 07106069)