espire hospitality ltd share price Directors report


To,

The Members,

Espire Hospitality Limited

Your directors are pleased to present the 32nd Annual Report together with the Audited Financial Statements for the year ended 31st March, 2023

I- Financial Highlights

The highlights of the financial results of the Company for the financial year ended March 31,2023 are as under: -

(Rs L)

Particulars Year ended 31st March,2023 Year ended 31st March,2022
Revenue from Operations 1883.30 169.16
Other Income 18.19 61.59
Total Revenue 1883.30 230.75
Total Expenses 1835.67 227.48
Profit /loss before Tax Expense 47.63 3.27
Less: Tax Expense (Current & Deferred) 19.40 11.11
Profit /loss for the year 28.24 (7.84)
Total Comprehensive Income for the period 22.23 (7.80)
Shareholders Fund 75.27 53.04

II- Review of Operations & Business KEY FINANCIAL HIGHLIGHTS

The financial year 2022-23 was a mile stone year in the life cycle of the company. The company got great exposure in the business of Hotels & Resorts. Soon after the 31st Annual General Meeting the company got its name changed from Wellesley Corporation Limited to "Espire Hospitality Limited" showing its intent to progress in the Hospitality business and by the end of the financial year the become a growing company in the field of Hospitality running 6 hotels across 4 major states of India i.e Uttarakhand, Rajasthan, Goa & Punjab.

The total revenue is recorded at Rs. 1883.30 Lacs as compared to Rs 230.75 Lacs in financial year 2021- 22. The Company has incurred a net profit of Rs. 22.23 Lacs as compared to net loss of Rs 7.80 Lacs recorded in the last financial year.

No amount is carried to reserves, further there was no change in the nature of business of the company.

III- Future Outlook

Ever since the company has setup its hands in the Hospitality Industry the management kept on exploring new hotels across India. The company has taken on royalty the brand name of "Country Inn" from M/s Country Inn Private Limited to run its hotels and resorts and has further segregated the same like :-

* Country Inn Hotels

* Country Inn Premier

* Country Inn Express

Based upon the segments of the Hotels. During the year the company has also developed its own brand name "ZANA" wherein the company kept on adding the luxurious premier hotels. One of such luxurious premier hotel was opened namely "Zana Luxury Escapes- Udaipur" in the state of Udaipur near the Udaisagar Lake.

After the closure of the financial year the company has commended the operations of 3 new hotels namely:-

* Country Inn Maple Resorts, Chail

* Country Inn Premier Pacific Resort Mussoorie,

* Country Inn Premier- The Prominence, Dehradun

Before the end of March,2024 the company would be able to open its hotels at Rishikesh, Patkot & Kasauli.

IV- Dividend

The Directors do not recommend any dividend during the year.

V- Public Deposits

Your Company had not accepted any Public Deposits under Chapter V of the Act.

VI- Changes in Directors & KMP

During the financial year 2022-23, there was only one change have been taken place in the board of the company during the year, details thereof are as under:-

Mr. Saurabh Kedia (Independent Director) Resigned w.e.f 30.07.2022
Mr. Amit Kumar Jain (Additional Director, Non-Executive and Independent) Appointed w.e.f 3 0.07.2 02 2

After the closure of the financial year Mr. Sumeer Narain Mathur the CFO, Company Secretary & Compliance Officer has stepped down from the post of CFO and the company has appointed Mr. Rajeev Chatterjee as the new CFO of the company w.e.f 15th August, 2023

VII- Retirement by rotation and subsequent re-appointment

Pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules,2014 (including any statutory modification(s) or reenactment(s) thereof for the time being in force), the Articles of Association of the Company, Mr. Gagan Oberoi , Director of the Company is liable to retire by rotation at the ensuing AGM.

VIII- Management Discussion and Analysis Report

Management Discussion and Analysis Report, as stipulated under Regulation 34(2)(e), of the Securities Exchange Board of India (Listing Obligations& Disclosure Requirements) Regulations,2015, read with Schedule-V is presented in a separate section forming part of the Annual Report.

IX- Corporate Governance Report

In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditors of the Company is attached as Annexure- 1 and forms integral part of this Report (hereinafter "Corporate Governance Report").

X- Auditors

A1- Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act,2013 read with the Companies (Audit and Auditors) Rules,2014 as amended vide the Companies (Amendment) Act,2017 and the Companies (Audit and Auditors) Amendment Rules,2018 respectively, M/s Bansal & Co,LLP, Chartered Accountants ,( (ICAI Firm Regn No: 001113N/N500079), the auditors of the Company, hold office for a consecutive period of five years until the conclusion Thirty Fifth (35th) Annual General Meeting of the company to be held for the financial year 2025-26 and their appointment is not required to be ratified each year at Annual General Meeting of the Company.

The Auditors have confirmed to the company that they continue to remain eligible to hold office as the Auditors and not disqualified for being so appointed under the Companies Act,2013, the Chartered Accountants Act,1949 and the rules and regulations made thereunder.

A2- Auditors Report

The Report given by the statutory auditors for the financial year 2022-23 on the financial statement of the Company is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

B-Secretarial Auditors

The Secretarial Audit was carried out by M/s. RSH & Associates, Company Secretaries (Peer Review Certificate number:1719/2022) for the financial year 2022-23. The Report given by the Secretarial Auditors is annexed as Annexure - 3 and forms an integral part of this Report. Explanations to their qualifications are as under: -

1) Trading Window for the quarters ended as on 30.09.2022 was submitted on 03.10.2022 and for the quarter ended as on 31.12.2022 was submitted on 02.01. 2023.

The same were inadvertly missed due to non-availability of the compliance officer on 30th September,22 (being busy in conducting the 31st AGM of the company) and 1st & 2nd October,22 being non-working days the same was submitted on 3rd October,22 .

Further 31st December & 1st January,23 being non-working days the same was submitted on 2nd Jan,23 .There was no malafied intentions being the late submissions of the closure notices.

2) For Quarter ended 30.06.2022, the Audit committee meeting dated 14.06.2022 not mentioned For Quarter ended 30.09.2022, the Board Meeting dates 20.07.2022, the Audit committee meeting dated 20.07.2022 and the Stakeholder Relationship Committee dated 30.07.2022 was not mentioned,

The same inadvertently happened due to oversight

3) Announcement under regulation 30 And 33 Of SEBI (LODR) Regulations, 2015 related to appointment of Independent Director was not made-

The same was made under the head outcome of the board meeting.

4) Certificate of Security for the Quarter ended 31.03.2022 pursuant to Regulation 74 of the SEBI (Depository and Participants) Regulations, 1996

It was inadvertently submitted with delay on 18.04.2022

C-Fraud reported by Auditors under Section 143 (12)

During the year under review, the Auditors has not reported any fraud under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 sub section 3(ca) of the Act.

XI- Particulars of Loan, Guarantee Or Investments Under Section 186.

The company has neither granted nor provided any guarantee or made investment attracting the provisions of section 186 of the Companies Act, 2013.

XII- Material changes and commitments affecting the Financial Position of the Company

There were no material changes and commitments affecting the financial position of the Company, which have occurred after March 31, 2023 till the date of this report.

XIII- Information pursuant to rule 8 of chapter IX of the Companies Act, 2013

A) CONSERVATION OF ENERGY

In absence of any manufacturing activities, no details have been given as required under Section 134 of the Companies Act, 2013 and the rules framed there under.

B) TECHNOLOGY AND FOREIGN EXCHANGE EARNING ETC

In absence of any manufacturing activities, no details have been given as required under Section 134 of the Companies Act, 2013 and the rules framed there under.

C) FOREIGN EXCHANGE EARNING AND OUTGO

There was no foreign exchange earnings and outgo during the year.

XIV- Directors Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013 with respect to the Directors Responsibility Statement, it is hereby confirmed:

a. That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b. That 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 loss of the company for that period.,

c. That 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. That the Directors have prepared the annual accounts for the financial year ended March 31, 2023 on a going concern basis., and

e. That 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. That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

XV- Information pursuant to rule 8 of chapter IX of the Companies Act, 2013 Independence Of Independent Directors

In pursuance of section 149 (7) of the Companies Act 2013, all the Independent Directors have given the declaration of their independence complying with the criteria as prescribed in section 149(6) and has been taken on record.

XVI- Policy on Directors, KMP & other employees appointment

The company has already had a nomination and remuneration committee to take care of the appointment of Directors, KMP & other senior managements employees and determining their qualifications, attributes, independence etc. Operational employees being appointed by the Management Team, based on the criteria specified in conversation with the Nomination & Remuneration Committee.

XVII- Development and Implementation of a Risk Management Policy

The board has laid down a committee of risk management comprising three independent directors to lead the same and to manage the risk involved in the business of the company.

XVIII- Development and implementation of a policy on corporate social responsibility.

The directors are of the view that at present the company doesnt fall in the category of the specified companies abide by the CSR regulations.

XIX- Details of Training Imparted to Independent Directors

There have been no specific training programs conducted by the board of directors for the Independent Directors, however sufficient information about the companys business were provided to them in the board meetings itself. As per the opinion of the Board and Its Nomination & Remuneration Committee, the Independent Directors appointed during the year Mr. Amit Kumar Jain is having sufficient expertise and experience (including the proficiency) as the Independent Director, further his integrity is beyond doubt.

XX- Details of Vigil Mechanism

The company has laid down its vigil mechanism called "Whistle Blower Policy "for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the companys code of conduct or ethics policy. This mechanism also has provision for direct access to the chairperson of the Audit Committee Mr. Dileep Kumar in appropriate or exceptional cases.

XXI- Evaluation of The Board, Its Committees and Individual Directors

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunder, Regulation 17(10) of the Listing Regulations and the circular issued by SEBI dated 5th January, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual performance of the Directors/Board/Committees was carried out for the financial year 2022-23. The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this report.

XXII- Information Pursuant to section 197 of The Companies Act, 2013 Read with Rule 4 &

5 of The Companies Appointment & Remuneration of Managerial Personnel Rules 2014

A detailed disclosure of the information as required is attached herewith in the board report as Annexure: 3.

XXIII- Details of subsidiaries, joint venture or associates entered /ceased during the year

The Company has no Joint Venture Agreement, or Associate during the year.

XXIV- Details of Board Meetings

During the year, seven meetings of Board, six meetings of the Audit Committee, four meetings of the Stakeholders Relationship Committee, two meetings of Nomination & Remuneration Committee & one meeting of Risk Management committee were convened and held. One meeting of Independent directors was also held. The details are covered in the Corporate Governance report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

XXV- Particulars of Contracts or Arrangements with related parties referred in Sub Section 188(1) Of The Companies Act, 2013.

The details are mentioned in form AOC-2 and annexed with this board report as Annexure: 5.

XXVI- Cost Records

The provision for maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013 are not applicable on the Company.

XXVII- Sexual Harassment

Your Company has adopted a policy for the prevention of sexual harassment of women at work place and has set up a committee for implementation of said policy. During the period the Company has not received any complaint of sexual harassment.

XXVIII- Secretarial Standards

The company has complied with the provisions of applicable Secretarial Standards issued by The Institute of Companies Secretary (ICSI).

XXIX- Green Initiatives

In terms of General Circular No. 14/2020 dated 8th April, 2020, 17/2020 dated 13th April, 2020, 22/2020 dated 15th June, 2020, issued by Ministry of Corporate Affairs, and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020, issued by SEBI ("Circulars"), Electronic copies of the Annual Report 2022-23 and Notice of the 32nd AGM are being sent to all the members whose email addresses are registered with the Company / Depository Participant(s).

For members who have not registered their email addresses or have submitted requests with the Company, soft copies of the Annual Report 2022-23 and Notice of the 32nd AGM shall be sent to them through e-mail.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of the 32nd AGM. This is pursuant to section 108 of the Companies Act, 2013, read with applicable Rules and in accordance with the SEBI LODR Regulations. The instructions for e-voting are provided in the AGM Notice. Additionally, Insta-poll facility will also be provided to Members at AGM through physical poll ballots, to enable casting of vote by such members who have not utilized e-voting mechanism.

XXX- Extract of Annual Return

As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII Rules of the Companies (Management and Administration) Amendment Rules, 2020, Annual Return in Form MGT-7 for FY 2022-23 is uploaded on the website of the Company having following web link www.espirehospitality.com

XXXI- Details of Application/ Proceeding pending under The Insolvency and Bankruptcy Code, 2016

Neither any application has been made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

XXXII- Details of difference in valuation

There is no such instance of difference in valuation as the Company has not done one-time settlement with any Bank or Financial Institution.

XXXIII- Gratitude and Acknowledgement

The Board expresses its deep sense of gratitude to the Government of India and other regulators for the valuable guidance and support the Company has received from them during the year. The Board would also like to express its sincere appreciation co-operation and assistance received from its stakeholders, Members, Bankers and other Business Constituents during the year under review. The Board places on record its appreciation of the dedicated services and contributions made by its staff for the overall performance of the Company.

For and on behalf of the Board of Directors of Espire Hospitality Limited
Managing Director: Prithvi Raj Singh
Din: 02876176
New Delhi Director: Gagan Oberoi
Date: 06/09/2023 Din: 00087963