Gujarat Hotels Management Discussions

& 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.


Your Company does not have any subsidiary, associate or joint venture.


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.


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.


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.


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.


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.


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.


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. 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.


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.


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 .


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.


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 . 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:


Technology Absorption: a) Efforts made towards technology absorption and benefits derived:

NIL b) Expenditure incurred on research and development –


Foreign Exchange earnings and outgo:

The Hotel being a licensed property, the foreign exchange earnings and expenditure belongs to the licensee.


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.


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.


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