& the Welcomcafe Cambay are leaders in premium dining segment.
As reported earlier, your Company has filed a writ petition in the
Gujarat High Court seeking that the Gujarat State Government be
directed to take action on your Companys application to have the leasehold land of
the Hotel converted to freehold and transferred to your Company as per the existing
government policy in this regard. The Honble High Court passed an Order on 24th
December, 2014 restraining the State Government from disturbing the peaceful and actual
possession of the Company over the hotel property in any manner including construction
thereon. The writ petition is pending.
Your Company is also making all efforts for expeditious conversion of
land from leasehold to freehold or in the alternative, extension of the Lease. For further
details, please refer to Note No. 20A to the Financial Statements.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
Your Company does not have any subsidiary, associate or joint venture.
INTERNAL FINANCIAL CONTROLS
Your Company is managed by the Board of Directors (‘the
Board) and the Executive Management with clearly defined and authorities. The
Executive
Management is responsible for the day-to-day conduct of the affairs of
the Company, within the overall framework approved by the Board. GHL Code of Conduct
requires the Management to conform to the financial and accounting policies, systems and
processes, conduct business ethically and ensure strict compliance with all applicable
laws and regulations. The Code of Conduct has been widely communicated at all levels and
provide the foundation for Internal Financial Controls with reference to your
Companys Financial Statements. Your Companys Financial Statements are prepared
on the are carefully basis of the Significant selected by the Management and approved by
the Audit Committee and the Board. These Policies are reviewed and updated from time to
time and audited by the Internal Auditor whose findings and recommendations are reviewed
by the
Audit Committee and tracked through till implementation.
Your Company has risks are periodically reviewed by thein place
adequate internal financial controls with reference to Financial Reporting. These have
been designed to provide reasonable assurance with regard toassessed, evaluated and that
recording and providing reliable financial information; complying with applicable
statutes; and ensuring that transactions are carried out with proper authorisation. Such
controls have been assessed during the year taking into consideration the essential
components of internal controls stated in the Guidance Note on Audit of Internal Financial
Controls over Financial Reporting issued by the Institute of Chartered Accountants of
India. Based on the results of this assessment carried out by the
Management, no reportable material weakness or significant deficiencies
in the design or operation of internal financial controls was observed. Nonetheless, your
Company recognises that any internal financial control framework, no matter how well
designed, has inherent limitations and accordingly, regular audit and review processes are
undertaken to ensure that such systems are reinforced on an ongoing basis.
RISK MANAGEMENT
Your Company continues to focus on a system-based approach to manage
its business risks. Backed by strong internal control systems, the current Risk Management
Framework consists of the following key elements:
- The Board has clearly laid down the roles and responsibilities of the
Executive Management in relation to risk management covering a range of responsibilities,
from strategic to operational. These role definitions, inter-alia, provide the foundation
for appropriate risk management procedures, their effective implementation and independent
monitoring and reporting by Internal Auditor.
- A combination of policies and procedures, bring robustness to the
process of ensuring that business risks are effectively addressed.
- Appropriate structures are in place to proactively monitor and manage
the inherent risks in business with unique / relatively high risk profiles
- Internal Audit, an independent and external function, carries out
risk focused audits, enabling identification of areas where risk management processes may
need to be further strengthened. These audits are conducted by M/s Shah
& Talati, Chartered Accountants, the Internal Auditor of the
Company. The Audit Committee of the Board reviews
Internal Audit findings and provides strategic guidance on internal
controls. The Audit Committee closely monitors the internal control environment within
your Company, including implementation of action plans emerging out of internal audit
findings.
- A robust and comprehensive framework of strategic planning and
performance management ensures realisation of business objectives based on effective
strategy implementation. The annual planning exercise requires identification of top risks
and setting out a mitigation plan with agreed timelines and accountabilities.
Chief Significant
Executive Officer who confirms that all relevant risks have been
identified, mitigation systems have been implemented.
The combination of policies and processes as outlined above adequately
addresses the various risks associated with your Companys business. The risk
management practices of your Company and Internal Audit processes, have been found to be
relevant and commensurate with the size and complexity of its operations.
AUDIT AND SYSTEMS
Your Company believes that strong internal controls that are
commensurate with the size and scale of your Companys operations are concomitant to
the principle of governance that freedom of management should be exercised within a
framework of appropriate checks and balances.
Your Company remains committed to ensuring a mature and effective
internal control environment that, inter-alia provides assurance on orderly and efficient
conduct of operations, security of assets, prevention and detection of frauds / errors,
accuracy and completeness of accounting records and timely preparation of reliable
financial information.
Your Companys independent and robust Internal Audit processes
provide assurance on the adequacy and effectiveness of internal controls, compliance with
operating systems, internal policies and regulatory requirements.
M/s Shah & Talati, the Internal Auditor of the Company, have
assured the Company that they are adequately skilled and resourced to deliver high
standards of audit assurances. The Audit Committee of your Board met four times during the
year. The Terms of Reference of the Audit Committee, inter-alia, include reviewing the
adequacy and effectiveness of internal control environment, monitoring implementation of
theaction plans emerging out of review of significant Audit findings including those
relating to strengthening of your
Companys risk management systems and discharging of statutory
mandates.
The Statutory Auditor and the Secretarial Auditor of your Company have
not reported any fraud to the Audit Committee or the Board under Section 143 (12) of the
Companies Act, 2013 (‘the Act) including rules made thereunder.
HUMAN RESOURCE DEVELOPMENT
Your Company firmly believes that its employees are its core strength
and accordingly development of people and providing a favorable work environment is the
key priority to drive business objectives and goals.
As part of your Companys commitment to create a place where
people can be successful both professionally and personally, efforts are made to create
wholistic employee experience with equal importance on growth, engagement, and well-being.
Endeavor is also made to provide specially crafted programs and practices to enable
employees to perform at their full potential and set them up to succeed.
Your Company is dedicated in providing a safe, conducive and healthy
working environment that enables its employees to work without fear of prejudice and
gender bias. Your Company has put in place Grievance Redressal Procedures as per the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules framed there under. Your Company has Internal Committee
to ensure that adequate preventive measures are taken and grievances in this regard, if
any, are effectively.
During the year under review, no complaint relating to sexual
harassment was received.
WHISTLEBLOWER POLICY
Your Companys Whistleblower Policy encourages Directors and
employees to bring to the Companys attention, instances of illegal or unethical
conduct, actual or suspected incidents of fraud, actions that affect the financial
integrity of your Company, or actual or suspected instances of leak of unpublished price
sensitive information or violation of the GHL Code of Conduct that could adversely impact
the Companys operations, business performance and / or reputation. The Policy
requires your Company to investigate such incidents, when reported, in an impartial manner
and take appropriate action to ensure that the requisite standards of professional and
ethical conduct are always upheld. It is the Companys Policy to ensure that no
complainant is victimised or harassed for bringing such incidents to the attention of the
Company.
The practice of the Whistleblower Policy is overseen by the Audit
Committee and no employee was denied access to the Committee during the year. The
Whistleblower Policy is available on the Companys website at
https://www.gujarathotelsltd. in/policies/2020/Whistleblower_Policy_GHL.pdf.
DEPOSITS
During the year under review, your Company has not accepted any deposit
from the public / members, under Section 73 of the Act read with the Companies (Acceptance
of Deposits) Rules, 2014.
DIRECTORS
Changes in Directors
During the year under review, there were no changes in the composition
of the Board of your Company.
Retirement by Rotation
In accordance with the provisions of Section 152 of the Act read with
Article 147 of the Articles of Association of your Company, Mr. Nakul Anand (DIN:
00022279), Director, will retire by rotation at the ensuing AGM and being eligible, offers
himself for re-appointment. Your Board has recommended his re-appointment.
Number of Board Meetings
Five meetings of the Board were held during the year ended 31st March,
2023.
Attributes, Qualifications & Independence of Directors and their
Appointment
The Nominations and Remuneration Committee has laid down the criteria
for determining qualifications, positive attributes and independence of Directors
(including Independent Directors). The criteria, inter-alia, requires that
Non–Executive Directors, including Independent Directors, be drawn from amongst
eminent professionals with experience in business / finance / law / public administration
and enterprises.
The Board Diversity Policy of the Company requires the Board to have a
balance of skills, competencies, experience and diversity of perspectives appropriate to
your Company. The skills, expertise and competencies of the Directors as identified by the
Board, along with those available in the present mix of the Directors of your Company, are
provided in the ‘Report on Corporate Governance, forming part of the Report and
Accounts. The Articles of Association of the Company provides that the strength of the
Board shall not be fewer than three nor more than twelve. Directors are appointed/
re-appointed with the approval of the Members. All Directors, other than Independent
Directors, are liable to retire by rotation, unless otherwise approved by the Members.
One-third of the Directors who are liable to retire by rotation, retire every year and are
eligible for re-appointment.
The Independent Directors of your Company have, inter-alia, confirmed
that (a) they meet the criteria of Independence as prescribed under Section 149 of the Act
and Regulation 16 of the Listing Regulations, (b) they are independent from the management
of your Company, and (c) they are not aware of any circumstance or situation which could
impair or impact their ability to discharge duties with an objective, independent judgment
and without any external influence. In the opinion of the Board, the Independent Directors
fulfil the conditions prescribed under the Act and the Listing Regulations, and are
independent of the management of your Company.
The Companys Policy on remuneration of Directors, Key Managerial
Personnel and other employees, as approved by the Board, may be accessed on its website at
https://www. gujarathotelsltd.in/policies/Remuneration-Policy_GHL. pdf. There has been no
change in the Policy during the year.
Board Evaluation
The Nominations and Remuneration Committee, as reported in earlier
years, formulated the Policy on Board evaluation, evaluation of Board Committees
functioning and individual
Director evaluation, and also specified that such evaluation will be
done by the Board. Board performance is assessed, inter-alia, against the roles and
responsibilities of the Board as provided in the Act and the Listing Regulations. The
parameters for Board performance evaluation have been derived from the Boards core
role of trusteeship to protect and enhance shareholder value as well as fulfil
expectations of other stakeholders through strategic supervision of your Company.
Evaluation of functioning of Board Committees is based on discussions amongst Committee
members and are shared by the respective Committee Chairmen with the Board. Individual
Directors are evaluated in the context of the role played by each Director as a member of
the Board at its meetings and in assisting the Board in realizing its role of strategic
supervision of the functioning of your Company in pursuit of its purpose and goals. The
peer group ratings of the individual Directors are collated and made available to the
Chairman of the Company. While the Board evaluated its performance against the parameters
laid down by the Nominations and Remuneration Committee, the evaluation of individual
Directors was carried out against the laid down parameters anonymously in order to ensure
objectivity. Reports on functioning of the Committees were placed before the Board. The
Independent Directors of the Board also reviewed the performance of the Chairman, other
non-independent Directors and the Board, pursuant to Schedule IV of the Act and Regulation
25 of the Listing Regulations.
Key Managerial Personnel
During the year, Ms. Parinita Bhutani, resigned as the
Company Secretary of your Company with effect from close of work on 9th
May, 2022. The Board, on the recommendation of the Nominations and Remuneration Committee
appointed Ms. Sneha Gupta, as the Company Secretary of your Company with effect from 18 th
August, 2022.
AUDIT COMMITTEE & AUDITORS
The composition of the Audit Committee is provided under the section
‘Board of Directors & Committees in the Report and Accounts.
Statutory Auditor
Messrs. K C Mehta & Co. LLP, (‘KCM) Chartered
Accountants (Firm Registration No. 106237W/W100829), were re-appointed as the
Companys Statutory Auditor with your approval at the Fortieth AGM held on 23rd
August, 2022, to hold such office for a period of five years, till the conclusion of the
Forty Fifth AGM of the Company. KCM have submitted their Report on the Financial
Statements of the Company which forms part of this Report and Accounts.
There is no qualification, reservation, adverse remark or disclaimer
given by the Auditor in their Report on the financial statements of the Company for the
year ended 31st March, 2023.
Pursuant to Section 142 of the Act, the Board, on the recommendation of
the Audit Committee, has recommended for the approval of the Members, the remuneration of
KCM to conduct the statutory audit of the Company for the financial year 2023-24.
Appropriate resolution seeking your approval to the above is appearing in the Notice
convening the ensuing AGM of the Company.
Secretarial Auditor
Ms. Pooja Bhatia, Company Secretary in Practice, Proprietor, Messrs. P
B & Associates was appointed by the Board as the
Secretarial Auditor of your Company for the financial year ended 31st
March, 2023. The Secretarial Auditor have confirmed that your Company has complied with
the applicable laws and that there are adequate systems and processes in your Company
commensurate with its size and scale of operations to monitor and ensure compliance with
the applicable laws.
The Report of the Secretarial Auditor, pursuant to Section 204 of the
Act, is provided in Annexure 1 of this Report. There is no qualification, reservation,
adverse remark or disclaimer given by the Secretarial Auditor in their Report for the
financial year ended 31st March, 2023.
RELATED PARTY TRANSACTIONS
During the year under review, all contracts or arrangements entered
into by your Company with its related parties were in accordance with the provisions of
the Act and the Listing Regulations. All such contracts or arrangements as approved by the
Audit Committee, were in the ordinary course of business and on arms length basis.
During the year under review, the Company obtained your approval for
entering into material related party transactions, in the ordinary course of business and
on arms length basis, with ITC (Promoter of the Company), for renewal of Operating
License Agreement for Companys Hotel, WelcomHotel
Vadodara for another term of 30 years with effect from
1st October, 2022, on same commercial terms as that of the original
agreement.
The details of material related party transactions of the Company in
prescribed Form AOC-2, in terms of Section 134 of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014, are provided in Annexure 2 to this Report. Your
Companys Policy on Related Party Transactions, as adopted by your Board, can be
accessed on the Companys website at
https://www.gujarathotelsltd.in/policies/2022/Policy-on-Related-Party-Transcations_GHL.pdf
.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 134 of the Act, your Directors confirm
having: a) followed in the preparation of the Annual Accounts, the applicable Accounting
Standards with proper explanation relating to material departures, if any; b) 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 your Company at the end of the financial year and of the profit of your Company for
that period; c) taken proper and adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of your Company and for preventing and
detecting fraud and other irregularities; d) prepared the Annual Accounts on a going
concern basis; e) laid down internal financial controls to be followed by your Company and
that such internal financial controls were adequate and operating effectively; and f)
devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
OTHER INFORMATION
Compliance with the conditions of Corporate Governance
The certificate of your Companys Messrs. K C Mehta & Co. LLP,
confirming compliance with the conditions of Corporate Governance as stipulated under the
Listing Regulations, is annexed as Annexure 3 to the Report.
Compliance with Secretarial Standards
Your Company is in compliance with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and approved by the Central
Government under Section 118(10) of the Act.
Cost Records
Your Company is not required to maintain cost records in terms of
Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014.
Going Concern Status
There is no significant or material order under review, by any
Regulator, Court or Tribunal impacting the going concern status of your Company or its
future operations.
Annual Return
The Annual Return of your Company is available on its website at
https://www.gujarathotelsltd.in/Annual_Return.html . Particulars of Loans, Guarantees or
Investments
During the year under review, your Company has neither given any loan
or guarantee nor made any investment under the provisions of Section 186 of the Act.
Particulars relating to Conservation of Energy and Technology
Absorption and Foreign Exchange
Particulars as required under Section 134 of the Act relating to
Conservation of Energy, Technology Absorption and Foreign Exchange are provided below:
Conservation of Energy: care for the maintenance of a) Steps taken or
impact on conservation of energy:
Your Companys hotel is committed to adopt eco-friendly and energy
conservation practices at its hotel and has accordingly, initiated several eco-friendly
processes for energy and water conservation, waste management and measures to control
water, noise and environmental pollution. Routine maintenance is performed to keep all
equipment in the most efficient state of operations.
As a result of the aforesaid measures, optimum utilization of energy is
being achieved in electrical units, PNG and water consumption.
b) Steps taken for utilising alternate sources of energy:
NIL c) Capital investment on energy conservation equipment:
NIL
Technology Absorption: a) Efforts made towards technology absorption
and benefits derived:
NIL b) Expenditure incurred on research and development –
NIL
Foreign Exchange earnings and outgo:
The Hotel being a licensed property, the foreign exchange earnings and
expenditure belongs to the licensee.
EMPLOYEES
The total number of employees of your Company as on 31st March, 2023
stood at 149 (including employees on deputation from ITC).
The information required under Section 197(12) of the Act and Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
provided in Annexure 4 forming part of this Report.
FORWARD-LOOKING STATEMENTS
This Report contains forward-looking statements that involve risks and
uncertainties. When used in this Report, the words ‘anticipate,
‘believe, ‘estimate, ‘expect, ‘intend,
‘will and other similar expressions as they relate to the Company are intended
to identify such forward-looking statements. Your Company undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of new
information, future events, or otherwise. Actual results, performances or achievements
could differ materially from those expressed or implied in such forward-looking
statements. Readers are cautioned not to place undue reliance on these forward-looking
statements that speak only as of their dates.
This Report should be read in conjunction with the financial statements
included herein and the notes thereto.
CONCLUSION
Your Company continues to monitor and respond with agility to the
evolving situation while managing the uncertainties in the business environment. Your
Directors and employees look forward to the future with a positive attitude and stand
committed to deliver their best to create a better future for all stakeholders.
On behalf of the Board
| Dated: 26th July, 2023 |
N Anand |
A Thakar |
| Place: Gurugram |
Chairman |
Director |
| DIN: |
00022279 |
09383474 |
+91-9892691696
