Asian Hotels West Ltd Directors Report

Dear Members,

Your directors take pleasure in presenting the 17^th Annual Report and Audited Financial Statements of your Company for the Financial Year ended on 31^st March 2024.

STATUS OF CORPORATE INSOLVENCY RESOLUTION PROCESS AND SETTLEMENT

On August 19, 2021, Yes Bank filed an application under Section 7 of the Insolvency and Bankruptcy Code, 2016 ("IBC") before the Honble National Company Law Tribunal, New Delhi Bench ("NCLT") and the said application was admitted by the NCLT on September 16, 2022. Consequently, the Corporate Insolvency Resolution Process ("CIRP") was initiated in respect of the Company. With the initiation of CIRP, the Board of Directors of the Company was suspended and replaced by the Resolution Professional ("RP"), who was entrusted with the management of the Company.

Vide an order dated January 09, 2024, Honble National Company Law Appellate Tribunal, Principal Bench, New Delhi, set aside the order dated September 16, 2022, admitting the application under Section 7 of the IBC and accepted the proposal, submitted under Section 12A of the IBC to pay the entire admitted outstanding dues of financial creditors and to pay entire CIRP cost, thereby closing the CIRP. Consequently, the suspended Board of Directors of the Company has been restored. Further, the Board was also re-constituted during the period under review.

FINANCIAL SUMMARY

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Total Income (including other income)	9.82	5.47	410.23	357.30
Finance Cost	72.97	10.43	152.86	89.07
Depreciation and amortization expense	6.99	7.35	38.00	38.45
Profit/(Loss) Before Tax	-80.32	-17.48	-9.03	27.71
Provision for Taxation	-	-	-	-
-Current Tax	-	-	-	-
-MAT Credit Entitlement	-	-	-	-
-Earlier year Tax	-	-	-	-
-Deferred Tax Charge (Credit)	-45.77	-32.47	-12.13	-4.74
Profit/(Loss) After Tax	-79.86	-17.16	3.10	32.45
-Other Comprehensive Income/(Loss)	-	-	-0.04	-0.28
Total Comprehensive Income/(Loss)	-79.86	-17.16	3.06	32.17

REVIEW OF OPERATIONS/COMPANYS AFFAIR

The total income of the Company for the financial year under review was INR [9.82] Crores as against INR [5.47] Crores for the previous financial year ended on 31^st March 2023. The profit before tax (after interest and depreciation) was INR [-80.32] Crores and total comprehensive income/Loss after tax was INR (-79.86] Crores for the financial year ended on 31st March 2024 as against INR [-17.16] Crores and INR [-17.16] Crores respectively for the previous year ended on 31st March 2023.

DIVIDEND

No dividend is recommended for the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

As required under regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Audited Consolidated Financial Statements together with the Auditors Report thereon are annexed and form part of this Annual Report.

Your Company has prepared Consolidated Financial Statements in accordance with the applicable Accounting Standards. The Consolidated Financial Statements reflect the results of the Company and that of its Subsidiary Company. Pursuant to Section129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules,2014, the statement containing salient features of the financial statements of the Companys Subsidiary are prepared in form AOC-1, which is annexed as Annexure1 herewith and forms a part of this report.

SUBSIDIARY COMPANY

As on date, your Company has one Subsidiary Company i.e., Aria Hotels and Consultancy Services Private Limited (ARIA). ARIA is the owner of 523 rooms 5-Star deluxe hotel under the brand J.W. Marriott at New Delhi Aerocity, Hospitality District, Near IGI Airport, New Delhi. The year under review has been marked by a remarkable resurgence after a prolonged slump caused by the global pandemic. The service sector, including the travel and tourism business, has gradually returned to pre-pandemic levels. Hotel J.W. Marriott has received the following honours:

• JW Marriott New Delhi Aerocity garnered 15 prestigious awards during the year in review, Highlights include being named "Best Airport Hotel in India & South Asia for 2024" at the World Airport Awards and "Best Business Hotel" by the India Travel Awards 2023. The hotel also ranked as a "Top 5 F&B Hotel" at Hospitality Horizons Top 50 Hotels 2023, and its "Decade of Luxury Campaign" won "Integrated marketing Campaign of the year" at the Economic Times-Travel & Tourism Annual Awards 2023.

• Adrift Kaya received honors such as "Top 10" at the FOOD, FOOD Top 50 Restaurant Awards 2023, "Fine/Luxury Dining Restaurant of the year - North" at the Economics Times Restaurant & Nightlife Awards 2023, " Best Foreign Cuisine" at the 12^th Annual Indian Restaurant Awards 2023, and "Best Japanese Restaurant" by the India Travel Awards 2023.

• K3-New Delhis Food Theatre won "Best Sunday Brunch" at the Eazy Diner Award 2024 and "Best All Day Dining Cafe" at Travel + Leisure Indias Delicious Dining Awards 2023. Delhi Baking Company was named "Best Bakery" at the Economic Times Restaurant & Nightlife Awards 2023, and Quan Spa earned the " Readers Choice - Favourite Spa-India, North" title at the Global Spa Awards 2023.

ARIA is a material subsidiary of the Company. The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The Policy is available on the 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 INR 40 Crore. The paid-up equity share capital as of March 31, 2024, was INR 11,65,12,100. The paid-up preference share capital as of March 31,2024, was INR 6,50,00,000. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31,2024, none of the Directors of the Company had instruments convertible into Equity Shares of the Company.

INVESTMENT MADE DURING THE YEAR

During the period under review Company has not made any Investment.

DEBT

Total borrowing (current) was INR [6.50] Crores as on 31^st March 2024.

The above borrowings are within the powers of the Board of Directors of the Company and approved by the shareholders of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

From 16th September 2022 to 09^th January 2024 the Company was under CIRP due to which the Board of the Company was suspended, and the Company was managed by the Resolution Professional. Vide order dated January 09, 2024, Honble National Company Law Appellate Tribunal, Principal Bench, New Delhi, set aside the order dated September 16, 2022, admitting the application under Section 7 of the IBC and accepted the proposal, submitted under Section 12A of the IBC, thereby closing the CIRP. Consequently, the suspended Board of Directors of the Company has been restored.

Upon such restoration, the following changes occurred in the Composition of the Board and Key Managerial Personnel:

1. Mr. Amit Saraf was appointed on the board as an Additional Director (Non-Executive) w.e.f. 14 February 2024.

2. Mr. Ravinder Singhania was appointed on the board as an Additional Director (Non-executive Independent) w.e.f. 14 February 2024.

3. Mr. Shekhar Gulzarilal Gupta was appointed on the board as an Additional Director (Non-executive Independent) w.e.f. 14 February 2024.

4. Ms. Tamali Sen Gupta was appointed as an Additional Director (Non-executive Independent) on the board w.e.f. 14 February 2024 and resigned on 6^th April 2024.

5. Mr. Rakesh Kumar Aggarwal was appointed as an Additional Director (Executive) on the board w.e.f. 06 March 2024.

6. Mr. Saumen Chatterjee was appointed as an Additional Director (Non-executive Independent) on the board w.e.f. 06 March 2024.

7. Change in Designation of Mr. Sudhir Gupta from Executive (Whole Time Director) to Non-Executive Director on the Board w.e.f. 06 March 2024.

8. Change in Designation of Mr. Sandeep Gupta from Executive (Whole Time Director) to Non-Executive Director and Chairman on the Board w.e.f. 06 March 2024.

9. Change in Designation of Mr. Amit Saraf from Non-Executive to Executive Director on the Board w.e.f. 06 March 2024.

10. Mr. Deepak Singhania was appointed as a Chief Financial Officer on the Board w.e.f. 06 March 2024 and resigned on 20^th 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 31^st March 2024, following were the directors and KMPs of the Company:

1. Sudhir Chamanlal Gupta - Director (Non-executive)

2. Sandeep Gupta - Director (Non-executive)

3. Rakesh Kumar Aggarwal - Director (Executive)

4. Amit Saraf - Director (Executive)

5. Ravinder Singhania - Director (Non-executive Independent)

6. Shekhar Gulzarilal Gupta - Director (Non-executive Independent)

7. Saumen Chatterjee - Director (Non-executive Independent)

8. Ms. Tamali Sen Gupta- Director (Non-executive Independent)

9. Nidhi Khandelwal- Company Secretary & Compliance Officer RETIREMENT BY ROTATION:

In accordance with Section 152 of the Companies Act, 2013 and pursuant to the Articles of Association of the Company, Mr. Sandeep Gupta, Chairman and Non-Executive Director and Mr. Sudhir Gupta, Non-Executive Director of the Company are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors recommends their re-appointment.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

DISCLOSURES PERTAINING TO REMUNERATION AND OTHER DETAILS AS REQUIRED UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANGERIAL PERSONNEL) RULES, 2014.

The Company was under CIRP from September 16, 2022, to January 09, 2024. During the CIRP period, the Company was managed by the Resolution Professional and did not have any employees.

After the Honble National Company Law Appellate Tribunal, Principal Bench, New Delhi, set aside the order dated September 16, 2022, admitting the application under Section 7 of the IBC and accepted the proposal submitted under Section 12A of the IBC, the board of the Company was re-constituted on February 14, 2024.

In the board meeting held on March 06, 2024, the Board approved payment of monthly remuneration of Rs. 2,00,000/- to each of the following executive directors w.e.f. 06 March 2024:

1. Mr. Amit Saraf 2. Mr. Rakesh Kumar Aggarwal

During the period of review, Ms. Nidhi Khandelwal was appointed as Company Secretary & Compliance Officer w.e.f. 15^th March 2024 at a monthly remuneration of Rs. 1,50,000/- and Mr. Deepak Singhania was appointed as Chief Financial Officer of the company w.e.f. 6^th March 2024 at a monthly remuneration of Rs. 1,50,000/-.

During the period under review the Company did not have any employee other than the Company Secretary and the Chief Financial Officer and did not pay remuneration to any director.

During the period of review, the remuneration of the executive directors, the Company Secretary and the Chief

Financial Officer of the Company was not in excess of threshold provided under Rule 5(2) and (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, disclosure under the said Rule 5(2) & (3) is not applicable during the period under review.

The Board affirms that the remuneration approved by the Board as mentioned above is as per the Remuneration Policy of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required under regulation 34(2)(e) of the Listing Regulations of the Listing Regulations is annexed as Annexure 2 herewith and forms a part of this report.

CORPORATE GOVERNANCE

As required by regulation 34 of the Listing Regulations, a Report on Corporate Governance for the Financial Year 2023-24, along with Practicing Company Secretary Certificate on Corporate Governance is annexed as Annexure 3 herewith and forms a part of this report.

COMPLIANCE UNDER COMPANIES ACT, 2013

Pursuant to Section 134 of the Companies Act, 2013, the annual return of the Company referred to in Section 92 of the Companies Act, 2013 is available under the Companys website - http://asianhotelswest.com/.

The details of compliances of the Company as per section 134 of the Companies Act, 2013 are enumerated below:

• Board and Committee Meetings

During the year under review, the Company was under CIRP till 09^th January 2024. After the restoration of board five (5) Board meetings were held. Details of Board Meetings held:

Date of Board Meeting	No. of Directors Present
01. 92nd Board meeting dated 14 February 2024	02
02. 93rd Board meeting dated 14 February 2024	06
03. 94th Board meeting dated 14 February 2024	06
04. 95th Board Meeting dated 06 March 2024	04
05 96th Board Meeting dated 06 March 2024	04

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

• Auditors & Auditors Report

M/s S.R. Batliboi & Co., LLP, Chartered Accountants, (Firm Registration No 301003E/E300005) were appointed as statutory auditor of the Company in compliance with provisions of the Companies Act, 2013 read with the rules made thereunder at the 10^th AGM of the Company for period of 5 years up to conclusion of 15^th AGM of the Company. However, M/s S.R. Batliboi & Co., LLP, Chartered Accountants, resigned as statutory auditor of the Company with effect from September 15, 2021.

In accordance with Section 139 and other applicable provisions of the Companies Act, 2013 and based on the recommendation of the Audit Committee of the Company at its meeting held on February 14, 2024, the Board of Directors approved the appointment of M/s J.C Bhalla & Co., Chartered Accountants (FRN: 001111N) as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s S.R. Batliboi & Co. LLP and to hold office till the date of next annual general meeting of the Company scheduled to be held in 2024. The said appointment of M/s J.C Bhalla & Co., Chartered Accountants has been approved / confirmed by the shareholders of the Company at the Extra-ordinary general meeting held on May 13, 2024, to hold office till the conclusion of the next Annual General Meeting. The appointment of M/s J.C Bhalla & Co., Chartered Accountants (FRN: 001111N) as the Statutory Auditors of the Company to hold office till the 17th Annual General Meeting was approved by the shareholders of the Company at the 14th Annual General Meeting of the Company.

The Board recommends the re-appointment of M/s J.C. Bhalla & Co., Chartered Accountants (FRN: 001111N) as statutory auditor, of the Company for further period of 5 years till the conclusion of the 22^nd AGM of the Company.

The Report of the Statutory Auditor along with Annexures forms part of this Annual Report.

In respect of the year under review, the Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013.Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

Reply of the Management to the Comments/ Observations of the Statutory Auditors Report:

The Statutory Auditors have provided a Disclaimer of Opinion in their Statutory Auditors Report. The same is reproduced below along with the management reply as required under clause (f) of sub-section (3) of Section 134 of the Companies Act, 2O13:

Clause Statutory Auditors Remark	Managements Reply
3 Basis for Disclaimer of Opinion	1. The Company maintains corporate accounts in Delhi and Mumbai and the operation account relating to Hyatt Regency Hotel in Mumbai. The management has not been able to obtain the primary records of the Company except for the trial balance and the ledgers till March 31, 2022. The Company has maintained its primary books of accounts for the financial year 2023-24 on the basis of the information provided by the
We draw attention to Note 2(e) of the standalone financial statements, wherein, we encountered significant limitations in obtaining and auditing the complete financial information of the Company due to the fact that the Company was unable to Provide complete access to its primary books of accounts and other supporting financial records of the Company for the year ended March 31,2024. This limitation has significantly restricted our ability to perform the necessary audit procedures to verify the financial information, its classification, presentation and disclosures in the standalone. financial statements. Consequently, we are not able to confirm the accuracy, completeness, and validity of the financial transactions and balances recorded in these standalone financial statements. As a result of these restrictions, we are unable to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion.	Resolution Professional and obtained bank statements from all the banks. The balances at the year-end as per bank statements are reconciled with the books of accounts. Despite diligent efforts to reconstruct financial records and gather alternative documentation and other relevant records, the absence of complete documentation has impacted the completeness of financial reporting for the period under review.
We draw attention to Note 48-49 in the standalone financial statements, wherein, the impact of events occurring after the balance sheet date as per Ind AS 10 " Events after the reporting period" have not been considered by the management while preparing the standalone financial statements, for the reasons stated therein. We are unable to comment on the impact of the nonconsideration of the subsequent events on these standalone financial statements.	The Management has endeavoured to ensure that financial statements adhere to applicable accounting standards and provide stakeholders with a fair and accurate representation of its financial position, performance and cash flows, considering the available information and alternative documentation.
We were appointed as auditors of the Company on February 14, 2024. Consequently, we were not able to participate in the physical verification of the inventory as at March 3l, 2023. Further, since the management could not provide us with supporting records relating to inventories to enable us to perform alternate audit procedures, we are unable to comment on the existence of inventory of Rs. 169.80 lakhs as at March 31,2024.	2. (i) Since these standalone financial statements for the year ended March 31, 2024 are being prepared and presented in September 2024, they are susceptible to adjustments relating to subsequent events that arise after the said financial year end date till the date of approval of these standalone financial statements. Whilst the management has made its best endeavours to consider the relevant subsequent events in the preparation of these financial statements in the absence of adequate information, the management is not certain if all those events have been duly considered when preparing these standalone financial statements.
In view of the Covid 19 Pandemic situation that existed as at balance sheet date that significantly impacted the travel and hospitality industry, impairment indicators existed in relation to the carrying value of the Companys Property, Plant and equipment. Considering the insolvency resolution process, the management has not carried out an impairment assessment in respect of the carrying value of the Companys Property, plant and equipment. We are unable to comment on the carrying value of the Companys property, Plant and equipment in the absence of the impairment assessment.	(ii) In terms of the framework agreement dated August 11,2023 and amendment agreement dated November 16, 2023 entered into between the shareholders of the Company, Novak Hotels Private Limited agreed to advance an aggregate amount of Rs. 390 Crores to the Company as secured loan which was to be utilized for making all payments to creditors, all other regulatory and necessitated expenses and the remaining towards redemption by the Company of the 9% non-convertible non-cumulative redeemable preference shares of the Company ("RPS"). Pursuant to this, the Company has received an amount of Rs. 373 crores approx. till date which have been utilised for making payments to creditors, all other regulatory and necessitated expenses.
Observation included in the Annexure -I of the Audit Report on the standalone financial statements for the year ended March 31, 2024 that are related to matters specified in the paragraphs 3 and 4 of the Companies (Auditors Report) Order, 2020 (‘the Order) by the Central Government of India in the term of section 143(11) of the Act.	(iii) As per Board resolution passed dated 17/07/2024 an amount of interest on Saraf Group loan was assessed as 2200 Lakhs and income of 345.81 lakhs it is the amount on short term deposits made by novak during CIRP period earned by Asians duly accounted by novak in their books but in realty belongs to the Company.
"During the year, the Company has recognized an interest expenses of Rs. 2,200 lakhs and Interest Income of Rs. 345.81 lakhs pertaining to Novak Hotels Private Limited. We have not been provided with the necessary information in respect of the same. Therefore, we are unable to comment on their recognition in the statement of profit and loss."
Disclaimer of Opinion on adequacy of the internal financial controls with reference to standalone financial statements of the Company as on 31st March, 2024, and the operating effectiveness of such controls.

• Internal Audit

During the period under review as no Internal auditor was appointed and accordingly no internal audit was conducted.

• Secretarial Audit

The Company has appointed M/s Hemant Singh & Associates, Company Secretaries, 306, Surya Complex, 21, Veer Savarkar Block, Shakarpur, Delhi - 110092 to undertake the Secretarial Audit of the Company for the Financial Year ended 31^st March 2024.

The Secretarial Audit Report (in Form MR -3) is annexed as Annexure 4 hereto and forms a part of this report. The comments of Secretarial Auditors are self-explanatory and therefore do not call for any further clarifications/comments.

Reply of the Management to the Comments/ Observations of the Secretarial Auditors Report:

In view of management disputes, financial and operational issues and subsequent commencement of CIRP in respect of the Company w.e.f. 16th September 2022, the Company was not able to comply with certain compliance requirements as stated the Secretarial Audit Report. Also, certain records of the Company could not be retrieved due to lack of resources. However, after the closure of CIRP on 9^th January 2024, the Company is in the process of complying with all applicable laws and earnest efforts are being made by the Company in this regard.

• Cost Audit

In terms of Rule 8 of the Companies (Accounts) Amendment Rules, 2018 read with Section 148 of the Companies Act, 2013, the Central Government has not specified the maintenance of cost records under Section 148 of the Companies Act, 2013, for the services provided by the Company.

• Compliance with Secretarial Standards on Board and General Meetings

During the period under review, post closure of CIRP on 9^th January 2024, the meetings of the Board and Committees of the Board were held in compliance with Secretarial Standards 1 and 2 as issued by the Institute of Company Secretaries of India.

• Particulars of loans, guarantees and investments under section 186 of the Companies Act, 2013.

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note No 5 to the standalone financial statements.

• Related Party Transactions

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on 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.

After the commencement of CIRP on September 16, 2022, the Board of Company was suspended, and the Company was managed by the Resolution Professional as per the provisions of the IBC. After coming out of CIRP on 9^th January 2024, in order to comply with the provisions of the Companies Act, 2013 and the Listing Regulations, the related party transactions pertaining to the financial year 2023-24 were placed before the Audit Committee and the Board of the Company at its meeting held on September 27, 2024 and the Audit Committee and the Board of the Company has taken note and ratified the said transactions.

There was no materially significant transaction with related parties during the Financial Year 2023-24 and none of the transactions with any of related parties were in conflict with the Companys interest.

Particulars of contracts/arrangements with related parties as referred to in sub-section (1) of section188 of the Companies Act, 2013 are given in Form AOC 2 and the same is annexed as Annexure 5 hereto and forms a part of this report.

Requisite disclosure as required under Ind-AS-24 has been made in Notes to the Financial Statements.

• Material Changes and commitments, if any affecting the Financial Position of the Company which occurred between March 31, 2024 and date of report.

Pursuant to the order dated January 09, 2024, of the Honble National Company Law Appellate Tribunal, Principal Bench, New Delhi, the proposal submitted under Section 12A of the IBC was accepted and the CIRP has been closed and the suspended Board of the Company has been restored.

The hotel (owned by the Company) was closed during the period under review as a result, the Company incurred losses.

• Change in the nature of Business, if any

During the period under review, there has been no change in the nature of business.

• Conservation of Energy, Foreign Exchange Earnings & Outgo

• Information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 pertaining to the conservation of energy, foreign exchange earnings and outgo is furnished under in the Annexure 6 hereto and forms a part of this report.

• Risk Management Policy

The current Board cannot comment regarding development and implementation of Risk Management Policy during the CIRP period when the Company was managed by the Resolution Professional. After the closure of CIRP, the Board is taking necessary steps for effective implementation of the Risk Management

Policy.

• Committees of the Board

a) Audit Committee

The terms of reference of the Audit Committee are as per the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with Part-C of Schedule II of the Listing Regulations.

Pursuant to the order passed by Honble NCLAT dated 9^th January 2024, CIRP was closed, and consequently the board of the Company was restored. Thereafter, the Audit Committee was formulated by the board vide its resolution dated 14^th February 2024 with the following members:

Name	Designation
1. Mr. Shekhar Gupta	Chairman of the Audit Committee
2. Mr. Sandeep Gupta	Member of the Audit Committee
3. Ms. Tamali Sen Gupta	Member of the Audit Committee

The Audit Committee was reconstituted again on March 06, 2024, and consequently, the members of the Audit Committee as on March 31,2024, were as follows:

Name	Designation
1. Mr. Shekhar Gupta	Chairman of the Audit Committee
2. Mr. Amit Saraf	Member of the Audit Committee
3. Ms. Tamali Sen Gupta	Member of the Audit Committee

During the period under review three meetings of the Audit Committee were held on 14^th February 2024, 06^th March 2024 and 26^th March 2024.

b) Stakeholders Relationship Committee

Pursuant to the order passed by Honble NCLAT dated 9^th January 2024, CIRP was closed, and consequently the board of the Company was restored. Thereafter, the Stakeholders Relationship Committee was formulated by the board vide its resolution dated 6^th March 2024 with the following members:

Name	Designation
1. Mr. Shekhar Gupta	Chairman of SRC
2. Mr. Ravinder Singhania	Member of SRC
3. Mr. Rakesh Kumar Aggarwal	Member of SRC

During the period under review, one meeting of the Stakeholders Relationship Committee was held on 06^th March 2024.

c) Nomination and Remuneration Committee

Pursuant to the order passed by Honble NCLAT dated 9^th January 2024, CIRP was closed, and consequently the board of the Company was restored. Thereafter, the Nomination and Remuneration Committee was formulated by the board vide its resolution dated 6^th March 2024 with the following members:

NAME	DESIGNATION
1. Mr. Ravinder Singhania	Chairman of NRC
2. Mr. Shekhar Gulzarilal Gupta	Member of NRC
3. Mr. Amit Saraf	Member of NRC

The Nomination and Remuneration Committee was reconstituted again on March 06, 2024, and consequently, the members of the Nomination and Remuneration Committee as on March 31, 2024, were as follows:

Name	Designation
1. Mr. Ravinder Singhania	Chairman of NRC
2. Mr. Shekhar Gulzarilal Gupta	Member of NRC
3. Mr. Saumen Chatterjee	Member of NRC

During the period under review two meetings of the Nomination and Remuneration Committee were held on 06^th March 2024 and 22^nd March 2024.

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has been posted on the website of the Company at www.asianhotelswest.com/Policies.

d) Corporate Social Responsibility (CSR) Committee

Provisions pertaining to CSR committee were not applicable during the period under review. Therefore, the report on Corporate Social Responsibility activities has not been enclosed with this report.

e) Risk Management Committee

Provisions pertaining to the Risk Management Committee are not applicable to the Company.

• Public Deposits

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

• Amount Transferred to Reserves

During the year under review, your company has not transferred any amount to reserves for the financial year ended March 31,2024.

• Internal Control System and their Adequacy

The Company came out of CIRP only on 9^th January 2024 and the suspended Board was restored. Thereafter, directors and KMPs were appointed as mentioned above. The Board will take necessary steps in respect of the Companys internal control system.

• Performance Evaluation

The Board of the Company was suspended as per provisions of the IBC upon commencement of CIRP on September 16, 2022, and the Company was managed by the Resolution Professional. The Company came out of CIRP only on 9^th January 2024 and the suspended Board was restored. Thereafter, directors and KMPs were appointed as mentioned above and re-constituted thereafter. Therefore, no performance evaluation of directors was done during the period under review.

• Significant Material Orders Passed by Regulators

On August 19, 2021, Yes Bank filed an application under Section 7of the Insolvency and Bankruptcy Code, 2016 ("IBC") before the Honble National Company Law Tribunal, New Delhi Bench ("NCLT") and the said application was admitted by the NCLT on September 16, 2022. Consequently, the Corporate Insolvency Resolution Process ("CIRP") was initiated in respect of the Company.

Further, CIRP proceedings were set aside and closed vide NCLAT order dated 9^th January 2024 and now the Company is in the process of normalizing its operation.

• Vigil Mechanism/Whistle Blower Policy

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 22 of the Listing Regulations, the Company has established a vigil mechanism for its Directors and employees to report their genuine concerns/grievances. The mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provisions for direct access to the Chairman of the Audit Committee.

The Board of the Company was suspended as per provisions of the IBC upon commencement of CIRP on September 16, 2022, and the Company was managed by the Resolution Professional. The Company came out of CIRP only on 9th January 2024 and the suspended Board was restored. Thereafter, the Audit Committee which implements the vigil mechanism was re-constituted on February 14, 2024.

The details of the said mechanism are posted on the Companys website www.asianhotelswest.com.

• Green Initiatives

Electronic copies of the Annual Report and notice of the 17^th AGM are sent to all the members whose email addresses are registered with the Company /Depository Participant(s)/RTA.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in Notice. The instructions for e-voting are provided in the Notice.

• Prevention of Sexual Harassment at Workplace

The Company has zero tolerance policy against sexual harassment.

From the date of commencement of CIRP on September 16, 2022, till the date of closure of CIRP on January 09, 2024, the Company was managed by Resolution Professional. The Company will take necessary steps for compliance of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

• General

Your directors state that no disclosure or reporting in respect of the following items, as there were no transactions on these items during the year under review:

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

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

ACKNOWLEDGEMENTAND APPRECIATION

Your directors would like to express their sincere appreciation and gratitude to all the stakeholders of the Company. The Board would also like to place on record its deep sense of appreciation for the continued confidence reposed in the Company by the Shareholders.

	For and on behalf of the Board of Asian Hotels (West) Limited
Place: New Delhi	Sandeep Gupta
Date: October 7, 2024	Chairman and Non-Executive Director
	(DIN -00057942)