Dear Members,
Your Directors have pleasure in presenting the 13th Annual Report and
Audited Financial Statements of your Company for the Financial Year ended on 31st
March, 2020.
FINANCIAL SUMMARY
| Particulars |
Standalone |
Consolidated |
|
2019-20 |
2018-19 |
2019-20 |
2018-19 |
| Total Income (including other income) |
143.12 |
159.16 |
441.40 |
456.91 |
| Profit before Interest, depreciation, amortization, tax and exceptional items |
38.53 |
50.02 |
162.93 |
173.15 |
| Finance Income |
(0.26) |
(0.26) |
(5.73) |
(2.00) |
| Finance Cost |
27.03 |
26.25 |
107.42 |
90.09 |
| Depreciation and amortization expense |
8.93 |
7.46 |
52.01 |
46.75 |
| Profit Before Tax |
2.84 |
16.58 |
9.22 |
38.31 |
| Provision for Taxation |
|
|
|
|
| - Current Tax |
0.78 |
4.59 |
0.78 |
4.59 |
| - MAT Credit Entitlement |
0.67 |
(0.38) |
0.67 |
(0.38) |
| - Earlier year Tax |
(0.00) |
0.01 |
(0.00) |
0.01 |
| - Deferred Tax Charge (Credit) |
(2.20) |
(14.31) |
6.78 |
(40.36) |
| Profit After Tax |
3.59 |
26.66 |
0.99 |
74.45 |
| - Other Comprehensive Income/(Loss) |
0.28 |
(0.03) |
0.54 |
0.02 |
| Total Comprehensive Income/(Loss) |
3.87 |
26.63 |
1.53 |
74.46 |
IMPACT OF COVID - 19
In the last months of FY 2019-20, the pandemic COVID-19 developed rapidly into a global
crisis. The operations of the Companys hotel were adversely impacted by way of reduction
in occupancy in February and March 2020 due to social distancing norms, travel
restrictions and subsequent nationwide lockdown announced by Government of India. Your
Company initiated various measures to contain the impact from COVID -19 with the health
and well-being of all employees and guests and minimizing disruption to services,
rationalise resources and initiatives to uplift revenue and to conserve cash. The Company
is undertaking all necessary cost saving measures, like reduction in employees salaries,
non declaration of commission to Directors of the Company for the Financial year 2019-20.
REVIEW OF OPERATIONS/ COMPANYS AFFAIR
The Total Income of the Company for the financial year under review was 143.12
Crores as against 159.16 Crores for the previous financial year ended on 31st March,
2019. The Profit before Interest, depreciation, amortization, tax and exceptional items of
the Company for the financial year under review was 38.53 Crores as against 50.02
Crores for the previous financial year ended on 31st March, 2019. The profit before tax
(after interest and depreciation) was 2.84 Crores and total comprehensive income after
tax was 3.87 Crores for the financial year ended on 31st March, 2020 as against 16.58
Crores and 26.63 Crores respectively for the previous year ended on 31st March, 2019.
DIVIDEND
The Board of Directors has not recommended/ declared dividend on the Equity shares/
Preference shares of the Company respectively, for the FY 2019-20.
CONSOLIDATED FINANCIAL STATEMENTS
As required by regulation 33 of the 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 Section 129(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 Companys
Subsidiary are prepared in form AOC-1, which is annexed as Annexure 1 herewith and
forms a part of this report.
SUBSIDIARY COMPANY
As on date, your Company has one Subsidiary Company - 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. During the year under review, Hotel JW Marriott, New Delhi has won various
accolades like:
• Ranked among the top 52 restaurants & bars - Asia Pacific by Marriott
international in April, 2019.
• In August, 2019, K3 restaurant was also awarded with Favorite Indian Restaurant
(In a Hotel) by PeakLife Gourmet Awards 2019 and Best World Cuisine by Food Award 2019 in
November, 2019.
• In September, 2019 Hotel JW Marriott has won the "Best Hotel in New
Delhi" - award by Business Traveler Awards 2019 Asia-Pacific and the Hotel was also
awarded with Best Luxury Hotel in New Delhi" - by ET Now, Greenotels Award for Extra
Large Format Hotel (250+ ROOMS)" by Greenotels, "Best Initiative in Sustainable
Development and Social Responsibility" awarded by ET Now and 2019 Sustainable Hotel
for South Asia in the Luxury Segment" by Marriott International in December, 2019.
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 Companys 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 40 Crore. The paid up
equity share capital as at March 31, 2020 stood at 11,65,12,100. 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 31,2020, none of the Directors of the Company hold 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 outstanding Term Loan as on 31st March, 2020 is 230.28 Crores (Last year
229.56 crores). After adjustment of ancillary borrowing cost as per India Accounting
Standards, the amount of outstanding debt as on 31st March, 2020 is 218.46 Crores.
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
In accordance with the requirement of the Companies Act, 2013 and pursuant to the
Articles of Association of the Company, Mr. Sudhir Gupta, Executive (Whole-Time) Director
and Mr. Sandeep Gupta, Executive (Whole-Time) Director of the Company are liable to retire
by rotation at the forthcoming Annual General Meeting and being eligible, offers
themselves for re-appointment. The Board of Directors recommends their re-appointment.
Further, during the period under review the Board of Directors on recommendation of the
Nomination and Remuneration Committee appointed Mrs. Vinita Gupta as an Additional
Director with effect from December 23, 2019 and recommended the same for the approval by
the members of the Company. The shareholders of the Company in its Meeting (EGM) held on
11th March, 2020 had appointed Mrs. Vinita Gupta as Non-executive Director of the Company
liable to retire by rotation.
All the Independent Directors have confirmed that they meet the criteria of
independence as laid down under the Act and Listing Regulations. They have declared that
they do not suffer from any disqualification specified under the Act.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names and other particulars of the
employees drawing remuneration in excess of the limits set out in the said Rules are
provided in the Annexure 2 forming part of this Report.
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 are provided in the Annexure 3 forming
part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS AND BUSINESS RESPONSIBILITY REPORT
The Management Discussion and Analysis as required under regulation 34(2)(e) of the
Listing Regulations and Business Responsibility Report as required under regulation
34(2)(f) of the Listing Regulations is annexed as Annexure 4 herewith and forms a
part of this report.
CORPORATE GOVERNANCE
Your Company is committed to high standards of the corporate ethics, professionalism
and transparency. More than half of the Board is comprised of Independent Directors. Your
Company is in compliance with the governance requirements provided under the Companies
Act, 2013 and Listing Regulations. Your Company has in place all the Committees required
under the applicable law(s).
As required by regulation 34 of the Listing Regulations, a Report on Corporate
Governance for the Financial Year 2019-20, along with Practicing Company Secretary
Certificate on Corporate Governance is annexed as Annexure 5 herewith and forms a
part of this report.
COMPLIANCE UNDER COMPANIES ACT, 2013
Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, your Company has complied with the compliance requirements and the detail of
compliances under Companies Act, 2013 are enumerated below:
• Extract of Annual Return
As per the provisions of section 92(3) of the Companies Act, 2013, an extract of the
annual return in Form No MGT 9 of the Companies (Management and Administration) Rules,
2014 is annexed as Annexure 6 herewith and forms a part of this report.
• Board and Committee Meetings
During the year, five (5) Board meetings were held. The Meetings were held on May
21,2019, August 12, 2019, November 12, 2019, December 23, 2019 and February 14, 2020. The
intervening gap between the meetings was within the period prescribed under the Section
173 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The details of all Board and Committee meetings held are given in the
Corporate Governance Report annexed herewith for the Financial Year ended March 31,2020.
The Board meeting dates were finalized in consultation with all Directors and agenda
papers backed up by comprehensive notes and details background information are circulated
well in advance before the date of the meeting thereby enabling the Board to take informed
decisions.
• Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, based on the
representations received from the management confirms 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; and
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.
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 in compliance with provisions of the Companies Act, 2013
read with the rules made thereunder in the 10th AGM of the Company for period of 5 years
upto conclusion of 15th AGM of the Company.
The Report of the Statutory Auditor along with Annexures forms a part of this Annual
Report. The Auditors Report to the Members for the year under review issued with
unmodified opinion.
During the year under review, the Auditors had 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.
• Internal Audit
M/s. RSM Astute Consulting Private Limited, (Company Registration No 156827) the
internal auditors of the Company for the financial year 2019-20 have conducted periodic
audit of all operations of the Hotel Hyatt Regency, Mumbai. The Audit Committee of the
Board of Directors has reviewed the findings of Internal Auditors regularly and their
reports have been well received by the Audit Committee.
• Secretarial Audit
Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had
appointed M/s PI & Associates, Company Secretaries (Partnership Firm Registration No
P2014UP035400) to undertake the Secretarial Audit of the Company for the Financial Year
ended 31st March, 2020.
The Secretarial Audit Report (in Form MR-3) is annexed as Annexure 7 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.
• 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
The Company has complied with all the applicable provisions of Secretarial Standards 1
and 2 as issued by the Institute of Company Secretaries of India and notified by Central
Government.
• Particulars of Loan, Guarantees or Investment 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 48 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
Companys 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.
All transactions entered by the Company with Related Parties were in ordinary course of
business and at arms length basis. The Audit Committee granted omnibus approval for the
transactions (which are repetitive in nature) and the same were reviewed by the Audit
Committee and Board of Directors on regular basis.
There was no materially significant transaction with related parties during the
Financial Year 2019-20 and none of the transactions with any of related parties were in
conflict with the Companys interest.
Particulars of contracts/ arrangements with related parties as referred to in
sub-section (1) of section 188 of the Companies Act, 2013 are given in Form AOC 2 and the
same is annexed as Annexure 8 hereto and forms a part of this report.
Suitable 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 have occurred between March 31, 2020 and date of report.
In the last months of FY 2019-20, the pandemic COVID-19 developed rapidly into a global
crisis. The operations of the Companys hotel were adversely impacted by way of reduction
in occupancy in February and March 2020 due to travel restrictions and subsequent
nationwide lockdown announced by Government of India.
Both the Hotels (owned by the Company and Subsidiary) were partially closed during lock
down, as a result, revenue of both the hotels was dropped drastically as compared to same
period of previous year.
• 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 in the Annexure 9 hereto and forms
a part of this report.
• Risk Management Policy
As part of the risk assessment and minimization procedures, the Company had identified
certain risk areas with regard to the operations of the Company and initiated steps,
wherever possible, for risk minimization. The Companys Board is conscious of the need to
review the risk assessment and minimization procedures on regular intervals.
• Committees of the Board
a) Audit Committee
In terms of section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI
(Listing Obligations and Disclosures Requirements) Regulations, 2015, your company has in
place audit committee of Board of Directors with Mr. Raj Kumar Bhargava as the Chairperson
of the Committee, Mr. Surendra Singh Bhandari and Mr. Surinder Singh Kohli as members.
The terms of reference of Audit Committee are confined to 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.
The details of meetings with attendance thereof and terms of reference of audit
committee have been provided in the Corporate Governance Report which forms part of this
report.
b) Stakeholders Relationship Committee
The Company has also formed Stakeholders Relationship Committee in compliance with the
provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015. The details about the composition of the said committee
of the Board of Directors along with the attendance thereof have been provided in the
Corporate Governance Report which forms part of this report.
c) Nomination and Remuneration Committee
In terms of section 178 of the Companies Act, 2013 read with the Companies (Meeting of
the Board and Power) Rules, 2014 and Regulation 19 of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, your Company has in place duly constituted
Nomination and Remuneration Committee of Board of Directors. The details of the
composition of the committee along with other details have been provided in the Corporate
Governance Report which forms part of this report.
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
In terms of section 135 of the Companies Act, 2013 and rules framed thereunder, the
Company has duly constituted a Corporate Social Responsibility Committee to recommend and
monitor expenditure on CSR. The committee comprises of Mr. Sudhir Gupta as the Chairperson
and Mr. Raj Kumar Bhargava and Mr. Surendra Singh Bhandari as members.
Based on the recommendations of the CSR Committee, the Company has laid down a CSR
Policy, which is displayed on the website of the company. The policy on Corporate Social
Responsibility (CSR) is adopted by the Company to align its philosophy to initiate
measures and pursue socially useful programmes with the objectives and activities of CSR
envisaged and incorporated in the Companies Act, 2013 and the rules made there under. The
link of the said policy is www.asianhotelswest.com/Policies.
During the year Company has contributed 10,35,000/- (Rupees Ten Lacs Thirty Five
Thousand only) towards Corporate Social Responsibility (CSR). The committee met once
during the financial year ended March 31,2020. The Report on CSR activities is attached as
Annexure 10 to this Report.
e) Risk Management Committee
Your Company has constituted Risk Management Committee as required under the Listing
Regulations to identify and evaluate business risks and opportunities for mitigation of
the same on a continual basis.
• 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 31,2020.
• Internal Control System and their Adequacy
The Company has standard operating procedures. It has in place adequate reporting
systems in respect of financial performance, operational efficiencies and reporting with
respect to compliance of various statutory and regulatory matters. The internal auditors
of the Company had regularly conducted exhaustive internal audits pertaining to all
operational areas and their reports were placed before the Audit Committee for its review
and recommendations.
• Performance Evaluation
Pursuant to the provisions of the section 134(3)(p) of the Companies Act, 2013 read
with Regulation SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015,
the Board evaluated the overall effectiveness of the Board of Directors, including its
committees based on the ratings given by the Nomination and Remuneration Committee of the
Company.
A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Board functioning such as Knowledge to
perform the role; Time and level of participation; Performance of duties and level of
oversight; and Professional conduct and independence.
The Directors expressed their satisfaction to the above.
• Significant Material Orders Passed By Regulators
No significant material orders have been passed during the year under review by the
regulators or courts or tribunals impacting the going concern status and Companys
operations in future.
• Vigil Mechanism / Whistle Blower Policy
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 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 Audit Committee Chairman.
Your Company hereby affirms that no Director/ employee have been denied access to the
Chairman of the Audit Committee and that no complaints were received during the year.
The details of the said mechanism are posted on the Companys website
www.asianhotelswest.com.
• Green Initiatives
Electronic copies of the Annual Report and notice of the 13th AGM are sent to all the
members whose email addresses are registered with the Company /Depository Participant(s).
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 defined as any
unwelcome sexually determined behavior. As per the requirement of The Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act) and
Rules made there under, the Company has constituted Internal Complaints Committees (ICC)
for Hotel Hyatt Regency, Mumbai. Ms. Shilpi Sinha is the presiding officer for Hyatt
Regency Mumbai. During the year under review, your Company received 2(two) complaints on
sexual harassment, which have been resolved and appropriate action taken, wherever
necessary. There are no pending cases.
• 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.
ACKNOWLEDGEMENT AND APPRECIATION
The Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful
and have immense respect for every person who risked their life and safety to fight this
pandemic.
Your Directors would like to express their sincere appreciation and gratitude to the
Companys valued customers, the Government of India, State Governments, various Financial
Institution(s) and Banks for their continued support and confidence in 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 as well as the sincere efforts put
in by the executives and staff at all levels for progress of the Company.
|
For and on behalf of the Board of Asian Hotels (West) Limited |
| Place: New Delhi |
Sushil Kumar Gupta |
| Date : 25th August, 2020 |
Chairman and Managing Director (DIN - 00006165) |
+91-9892691696
