To The Members
Your Directors are pleased to present the 29th Annual Report together with the
Audited Financial Statements (Standalone & Consolidated) for the Financial Year ended 31st March, 2023. FINANCIAL HIGHLIGHTS
The summarized financial results of the Company during the year under review are as under:-
(Amount in Rs. Lakhs)
|Year Ended 31.03.2023
|Year Ended 31.03.2022
|Year Ended 31.03.2023
|Year Ended 31.03.2022
|Revenue from Operations
Profit/(Loss) for the year before Tax
Profit/(Loss) for the year after Tax
|Other Comprehensive Income
Total Comprehensive Income/
(Loss) for the year
PERFORMANCE REVIEW & OUTLOOK
In the year under review, a sharp bounce back in the business was witnessed with the Company recording all time high revenue and EBITDA. Various strategic initiatives undertaken resulted in the improved performance. The Company has maintained its focus on growth with its un-wavered commitment to the environment and sustainability goals. In the Financial year 2022-23, the Standalone revenue from operations of the Company increased to Rs. 9643.12 Lakhs as compared to Rs. 5043.40 Lakhs in the previous year, registering a growth of 106.68%. The Company recorded a profit before tax of Rs. 255.57 Lakhs, a significant improvement from tax of Rs. 2199.49 Lakhs. The Company reported a Loss after Tax for FY 2022-23 of Rs. 1162.14 Lakhs in comparison with Rs. 1567.25 Lakhs for FY 2021-22. The Company has taken various initiatives to protect the health and safety of employees and guests in the hotel in line with the World Health Organization (WHO) guidelines.
A detailed analysis of the operations of your Company during the year under review is included in the Management Discussion and Analysis forms a part of this Annual Report.
In view of accumulated losses, the Board of Directors expressed their inability to propose any dividend for the year ended 31st March, 2023.
TRANSFER TO GENERAL RESERVE
The Board of Directors of your Company has decided not to transfer any amount to the General Reserve for the year under review.
(i) Share Capital
The Companys issued and subscribed share capital consists of Equity and Redeemable Preference Share Capital. The Paid-up Share Capital of the
Company as on 31st March, 2023 stood at Rs. 1,24,45,99,470/- comprising of 19459947 Equity Shares of Rs. 10/- each and 10500000 Redeemable Non-Cumulative Non-Convertible Preference Shares of Rs.100/- each. The Shareholding of Directors of the Company (including Promoter Director) is given in the Corporate Governance Report forming part of this report.
During the year under review, there has been no change in the capital structure of the Company.
(ii) Number of meeting(s) of the Board
Five meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which forms integral part of the Boards Report.
(iii) Committees of the Board
The Company has several Committees which have been established in compliance with the requirement of the relevant provisions of applicable laws and statutes. As on 31st March, 2023, the Board has four committees namely, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee including one Non-Mandatory Committee viz. Securities Committee. A detailed note on the composition of the Committees is provided in the Corporate Governance Report, which forms an integral part of the Boards Report.
(iv) Public Deposits
The Company has not accepted any Deposits from the Public under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.
(v) Significant and other material orders passed by the regulators or courts
There are no significant material orders passed or Tribunal during the year under review which has an impact on the Going Concern status and Companys operations in future.
(vi) Particulars of Loans, Guarantees or Investments
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.
(vii) Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The particulars required under Section 134(3)(m) of the Act read with Rules 8 of the Companies (Accounts) Rules 2014 in respect of conservation of energy and technology absorption are not applicable to your Company.
The total foreign exchange earnings during the year under review is Rs. 2225.52 Lakhs and for previous period is Rs. 330.65 Lakhs and total foreign exchange out go during the year under review is Rs. 70.99 Lakhs and for previous period is Rs. 36.19 Lakhs
(viii) Change in the Nature of Business
There is no change in the nature of business of the Company during the year under review.
(ix) Maintenance of cost records
The nature of Companys business / activities is such that maintenance of cost records under Section 148(1) of the Act is not applicable to the Company.
(x) Material Changes and commitments previous years loss before No material changes and commitments have occurred between the end of the financial year to which the financial statements relate and date of this report, affecting the financial position of the Company.
(xi) Reporting of frauds by the Auditors
No fraud has been noticed or reported by the Statutory Auditors during the course of their Audit.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES (i) Subsidiaries
The Company does not have any Subsidiary and no Company has become or ceased to be Companys Subsidiary during the year under review.
The Company also has a Policy for Determining Material Subsidiaries in compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Policy is available on the website of the Company having following web-link, https://www.hbestate.com/Investor%20Information/Corporate%20 Governance/index.html
(ii) Joint Ventures
The Company is not having any Joint Venture business and no Company has become its Joint Venture during the year under review.
(iii) Associate Companies
In terms of Sec 2(6) of the Act, Parsvnath HB Projects Pvt. Ltd. is the Associate Company. A separate statement containing the salient features of the Financial Statement of the Companys Associates is being provided in Form AOC-1 along with the Financial Statements in terms of Section 129(3) of the Act.
MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT
As required under Regulation 34(3) read with Schedule V of the SEBI Listing
Regulations, the Management Discussion & Analysis Report; a Report on the Corporate Governance together with the Compliance Certificate Statutory Auditors confirming compliance(s) forms an integral part of this report.
VIGIL MECHANISM - WHISTLE BLOWER POLICY
In terms of the provisions of Sec 177(9) & (10) of the Act and pursuant to the provisions of Regulation 22 of the SEBI Listing Regulations, a Vigil Mechanism for Stakeholders, Employees and Directors of the Company has been established. The Whistle Blower Policy is available on the website of the Company having following web-link, https://www.hbestate.com/Investor%20Information/Corporate%20Governance/ index.html
RELATED PARTY TRANSACTIONS
The Related Party Transactions during the financial year under review were on arms length basis and some were in the ordinary course of business. The Audit Committee has accorded its omnibus approval for the said transactions. The Company has not entered into any materially significant Related Party Transaction under Section 188 the Act and Regulation 23 of the SEBI Listing Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act Form AOC-2 is not applicable. None of the Directors has any pecuniary relationships or transactions vis-?-vis the Company. The details of all related party transactions entered by the Company during the Financial Year 2022-23 are disclosed in Note No. 29 of the Financial Statements.
The Company has a Policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules made there under and Regulation 23 of the SEBI Listing Regulations. The Policy is available on the website of the Company having following web-link, https://www.hbestate.com/Investor%20Information/Corporate%20Governance/ index.html
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Company endeavors to preserve the confidentialityof un-published price sensitive information and to prevent misuse of such information. The Company is committed to transparency and fairness in dealing with all Stakeholders and in ensuring adherence to all laws and regulation in force. The Board of Directors has adopted the Code of Conduct for regulating, monitoring and reporting of trading by insiders and other connected persons, in compliance with Regulation 9 of the SEBI Listing Regulations. The Code of Conduct lays down guidelines and procedures to be followed and disclosures to be made while (5) dealing with the Shares of the Company, as well as the consequences of violation. The Code of Conduct has been formulated for prevention of Insider Trading and to maintain the highest standards of dealing in Company Securities. Further, the Policy and procedure for inquiry in case of leak of unpublished price sensitive information or suspected leak of unpublished price sensitive information have been framed in line with the provisions of the Insider Trading Regulations, as amended.
PRESERVATION OF DOCUMENTS & ARCHIVAL POLICY
In terms of Regulation 9 of the SEBI Listing Regulations, the Company has a Policy for Preservation of Documents & Archival thereof, classifying them in two categories as follows: (a) documents whose preservation shall be permanent in nature; (b) documents with preservation period of not less than eight years after completion of the relevant transactions.
The said Policy is available on the website of the Company having following web link, https://www.hbestate.com/Investor%20Information/Corporate%20Governance/ index.html
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The Company has a Risk Management Policy which sets out the framework for the management of risks faced by the Company in the conduct of its business to ensure that all business risks are identified, managed and
Management Policy have been included in Management Discussion and Analysis forming part of this report.
PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace. The Board of Directors constituted the Internal Complaint Committee and adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.
The Company has two Internal Complaint Committees one is at the Registered Office and another at Companys Hotel Unit i.e. Taj City Centre, Gurugram.
The Internal Complaint Committee at Registered Office comprises of following members:
(i) Ms. Banmala Jha, Presiding Officer (Manager)
(ii) Ms. Madhu Suri, Member (Working in the Delhi Legal Services Authority as a Counsellor) (iii) Mr. Anil Goyal, Member (Director)
(iv) Ms. Radhika Khurana, Member (Company Secretary)
The Internal Complaint Committee at Hotel Unit comprises of following members:
(i) Ms. Shailza Sharma, Presiding Officer (Director of Human Resources)
(ii) Ms. Leena Gupta, Assistant Chairperson (Sales Manager) (iii) Ms. Ashadeep Sidhu, Member (Director of Finance) (iv) Mr. Ankur Malhotra, Member (Director of Revenue Management) (v) Mr. Pradeep Kumar Yadav, Member (Security Manager) (vi) Ms. Shalini Khanna, External Representative (External)
The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The women employees were made aware about the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under and the provisions of Internal Complaint Policy of the Company.
Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is provided in the Corporate Governance Report which forms an integral part of the Report.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.
The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which forms a part of the Annual Report.
(i) Statutory Auditors and their Report
The Shareholders in the 28th AGM held on 23rd August, 2022 had appointed M/s.
N.C. Aggarwal & Co., Chartered Accountants (FRN: 003273N) as the Statutory years i.e. from Auditorsof the Company for a term of five conclusion of the 28th Annual General Meeting to the conclusion of 33rd Annual General Meeting to be held in the year 2027.
There are no qualifications, reservation, adverse remark, observations, comments or disclaimer given by the Auditors in their Report. The Report given by the Statutory Auditors on the Financial Statements of the Company for the Financial Year 2022-23, is part of the Annual Report and self-explanatory.
(ii) Internal Auditors
Pursuant to the provisions of Section 138 of the Act and the Companies
(Accounts) Rules, 2014, ‘Marv & Associates LLP, Chartered Accountants, New
Delhi have been re-appointed to perform the duties of the Internal Auditors of the
Company for the financial year 2022-23 and their Report is reviewed by the Audit
Committee on quarterly basis.
(iii) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr.
A.N. Kukreja, Proprietor, ‘A.N Kukreja & Co., Company Secretary in Practice have been re-appointed to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report is enclosed as a part of this report as "ANNEXURE – II".
The Secretarial Auditors have not made any qualification, reservation or adverse remark or disclaimer in his Secretarial Audit Report.
CORPORATE SOCIAL RESPONSIBILITY .
As per the provisions of Section 135(9) of the Act, all the functions of the CSR Committee are discharged by the Board of Directors of the Company as the Companys CSR Obligation is less than 50 Lakhs and thus requirement of constitution of Corporate Social Responsibility Committee is not applicable.
Further, the Company is not required to spent any amount towards Corporate Social Responsibility ("CSR") during the year. The Corporate Social Responsibility Policy (CSR Policy) of the Company is available on the Website having following web link, https://www.hbestate.com/Investor%20Information/CSR/index.html Brief outline / salient features of the CSR Policy of the Company are as follows:
The Company endeavors to adopt an integrated approach to address the community, societal & environmental concerns by taking one or more of the activities allowed as per Section 135 of the Companies Act, 2013 and the applicable rules and regulations.
To identify the activities in response to felt societal needs in diverse areas and to implement them with full involvement and commitment in a time bound manner.
To provide financial assistance in the form of grant-in-aid assistance and corpus fund support etc. to support, supplement and improve the quality of life of different segments of the Society.
As a responsible corporate entity, the Company will consistently strive for opportunities to meet the expectation of its stake holders by pursuing the concept of sustainable development with focus on the social welfare activities.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
(a) Appointment / Re-appointment / Resignation of Directors and KMP
During the year under review, there was no change in the composition of the Board of Directors and Key Managerial Personnel of the Company.
As per the provisions of Section 152 of the Act, Mr. Lalit Bhasin (DIN: 00002114), Director shall retire by rotation at the ensuing Annual General Meeting and being eligible, offered themself for re-appointment. The Board of Directors recommends his re-appointment.
The information on the Particulars of Director eligible for Appointment / Reappointment in terms of Regulation 36 of SEBI Listing Regulations and
Secretarial Standard 2 issued by the Institute of Company Secretaries of India has been provided in the Notes to the Notice convening the Annual General Meeting.
(b) Declaration from Independent Directors
The Company has received declarations from all the Independent Director(s) under Section 149(7) of the Act confirming that they meet with the criteria of Independence as prescribed under Section 149(6) of the Act and under Regulation 16(1)(b), 25 of the SEBI Listing Regulations.
During the year under review, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Board/Committee of the Company.
(c) Nomination and Remuneration Policy
The Company has a Nomination and Remuneration Policy for selection, appointment & remuneration including criteria for determining qualifications, positive attributes of Directors, Key Managerial Personnel (KMP) and Senior Management employees of the Company.
Brief outline / salient features of the Nomination and Remuneration Policy are as follows:
Nomination and Remuneration Committee has been empowered inter-alia to carry out the following functions:
Identification and selection of persons for appointment as Director, KMP or at Senior Management level considering their qualification, experience and integrity.
Determining the appropriate size, diversity and composition of the
Developing a succession plan for the Board and Senior Management of the Company.
To recommend all remuneration, in whatever form, payable to senior management.
Considering and determining the remuneration based upon the performance to attract retain and motivate members of the Board.
Approving the remuneration of the Senior Management including
KMPs of the Company.Evaluation of performance of the Board, its committees, individual directors and Senior Management Personnel on yearly basis.
To extend or continue the term of appointment of the Independent
Director, on the basis of the report of performance evaluation of Independent Directors
Executive Directors / Managing Director are paid remuneration as per applicable provisions of the Companies Act, 2013 and rules made there under.
Non-Executive Directors are paid sitting fees for attending each meeting of the Board of Directors and the Committees constituted by the Board. The sitting fee for each meeting of Board of Directors and the Committee of
Directors has been fixed by the laid down under the Companies Act, 2013.
The complete Nomination and Remuneration Policy of the Company is available on the website of the Company having following web link, https://www.hbestate. com/Investor%20Information/Corporate%20Governance/index.html
(d) Board Diversity
The Company recognizes the importance and benefits of having the diverse
Board to enhance quality of its performance.
The Company believes that a diverse Board will enhance the quality of the decisions made by the Board by utilizing the different skills, qualification, professional experience, gender, knowledge etc. of the members of the Board, necessary for achieving sustainable and balanced growth of the Company. The Board of Directors on the recommendations of the Nomination and Remuneration Committee has adopted a Policy on Diversity of Board of Directors in terms of Regulation 19 of the SEBI Listing Regulations.
(e) Board Evaluation
Pursuant to the provisions of the Act and applicable provisions of the SEBI Listing Regulations, the Board of Directors has carried out an Annual performance evaluation of its own performance and of all the Directors individually as well as the evaluation of the working of Audit, Nomination & Remuneration and other Compliance Committees of Director in their meeting held on. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report. The Independent Directors also in their meeting held on 09th February, 2023 reviewed the performance of Non Independent Directors, the Board as a whole and the Chairman on the basis of structured questionnaire covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance. They also assessed the quality, quantity and timeliness of flow of information between the Management of the Company and the Board. The Independent Directors expressed Non-Independent Directors are devoting their time, energy and expertise towards the progress of the Company and the Chairman with his rich expertise has guided the directors in their performance towards the progress of the Company.
(f) Remuneration of the Directors / Key Managerial Personnel (KMP) and
Particulars of Employees
The information required pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors / Key Managerial Personnel (KMP) and Employees of the Company is furnished hereunder: (i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year; and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.
|Ratio/Times per Median of employee remuneration
|% Increase in remuner- ation
|Mr. Lalit Bhasin
|Mr. Anil Goyal
|Mr. Rajesh Jain
|Ms. Asha Mehra
|Mr. Sunil Malik
|Mr. Praveen Gupta
|Chief Financial Officer
|Ms. Banmala Jha
|Ms. Radhika Khurana
The Non-Executive Directors are paid only sitting fees for attending meeting of the Board of Directors and the Committees constituted by the Board.
(ii) The increase in the median remuneration in current financial year as compared to previous financial year: 6.10%
(iii) The number of employees on the rolls of the Company: 15 employees on the Company rolls and 192 employees on the rolls of the Companys Hotel Unit (Taj City Centre, Gurugram) operated by The Indian Hotels Company Limited as on 31st March, 2023.
(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year was 10.54% as compared to the percentile increase of 18.50% in the managerial remuneration of the Company Secretary.
(v) It is hereby confirmed that the remuneration paid to the Directors, Key
Managerial Personnel (KMP) and other employees is in accordance with of Directors within the overall ceiling the remuneration policy of the Company.
(vi) Statement of particulars of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31st March, 2023: a) Details of top ten employee in terms of remuneration drawn as on 31st March, 2023:
|Gross Remuneration received (In Rs.)
|Nature of Employment
|Experience (In Years)
|Date of Commencement of Employment
|Age (In Years)
|Last Employment held before joining the Company
|Number & Percentage of Equity Shares held
|Whether any such employee is a relative of any director or manager of the Company
|Mr. Praveen Gupta
|CA & LLB
|HB Securities Ltd.
|Mr. Nisa Yimthong
|Bachelors Degree Hotel Management
|Shangri-La, Eros Hotel, New Delhi
|Mr. Vijay Sehgal
|Director of Engineering
|Anya Hotel, Gurugram
|Ms. Shailza Sharma
|The Leela Ambience Hotel, Gurgaon
|Mr Daya Shankar Gaur
|Capital Residency Pvt. Ltd.
|Mr. Sanjeet Kumar
|Catering Sales Manager
|Shangri-La Hotel New Delhi
|Ms Banmala Jha
|Vice President Legal
|M.A. (English & LLB
|HB Stockholdings Ltd.
|Ms. Radhika Khurana
|Indag Rubber Ltd.
|Ms. Mandeep Kaur
|Bachelors Degree Hotel Management
|Taj Falaknuma Palace, Hyderabad
|Ms. Gouri Kalra
|Associate Director of Sales
|Post Graduation in Business Management
|The Taj Mahal Hotel, New Delhi
b) Details of the Employees, who were in receipt of remuneration aggregating Rs. 1,02,00,000/- or more per annum : None c) Details of the Employees, who were employed for part of the financial year and was in receipt of remuneration not less than Rs. 8,50,000/- per None d) Details of the Employees, who were employed throughout the financial year or part thereof, was in receipt of case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company: None SECRETARIAL STANDARDS
During the year under review, the Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
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, https://www.hbestate.com/Investor%20Information/Annual%20Returns/index.html
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)
There was no pending proceeding or application has been made under the Insolvency and Bankruptcy Code, 2016.
DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 (3) & (5) of the Act, it is hereby stated that: a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; b) the Directors have 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 or Loss of the Company for that period; c) the Directors have 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 have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Your Directors wish to thank and acknowledge the co-operation, assistance and support extended by the Banks, Companys Shareholders and Employees.