howard hotels ltd share price Directors report


<dhhead>DIRECTOR’S REPORT</dhhead>

TO THE MEMBERS,

Your Directors are presenting the 34th (Thirty Fourth) Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2023.

FINANCIAL HIGHLIGHTS

The Performance of the Company for the financial year ended 31st March 2023 is summarized below:

 

STANDALONE

PARTICULARS

CURRENT YEAR (2022-23)

PREVIOUS YEAR (2021-2022)

Revenue & Other Income

1033.50

436.06

Total Expenses

916.40

507.55

Profit /(Loss) before exceptional item & Taxes

117.10

(71.49)

Exceptional Item

-

-

Profit/(Loss) before Tax

117.10

(71.49)

Total Tax Expense

42.96

5.86

Profit/(Loss) for the year

74.14

(77.35)

COMPANY’S PERFORMANCE

During the year under review, the Company has total revenues of 1033.50Lakhs as compared to 436.06 Lakhs during the previous year. The net profit/loss for the year under review has been 74.14 Lakhs against profit/loss of (77.35) Lakhs during the previous year. Your directors are continuously looking for avenues for future growth of the Company in Hotel Industry.

DIVIDEND

No dividend is recommended for the financial year ended 31st March, 2023.

TRANSFER TO RESERVES

The amount of profits of Rs. 74.14 Lakhs is proposed to be carried to reserves during the period under review.

CHANGES IN SHARE CAPITAL

There has been no change in the Authorized and Paid-up share capital of the Company during the year. Your Company has neither issued any equity shares with differential rights nor granted any employees stock options/ sweat equity shares to the Directors, Officers or employees of the Company during the year.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year 2022-23.

DIRECTORS AND KEY MANAGERIAL PERSON

Pursuant to the provisions of section 149 of the Act, Mr. Rakesh Kumar Agarwal, Mr. Ravi Kant Bansal and Mrs. Archana Jain are Non-Executive Independent directors of the Company. They have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances which may affect their status as independent director during the year.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Nirvikar Nath Mittal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the Annual General Meeting.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are –Mr. Nirankar Nath Mittal, Chairman & Managing Director, Mr. Nirvikar Nath Mittal, Wholetime Director, Mr. Shri Kant Mittal, Whole time Director & CFO, Mr. Shashank Mishra, Company Secretary.

Mrs. Archana Jain (DIN: 02420715) is proposed as an Independent Director of the Company for a further period of Five years, starting from 11th February, 2024 and ending on 10th February, 2029 subject to the approval of the shareholders. in ensuing Annual General Meeting. The Company has, in terms of Section 160(1) of the Act, received in writing a notice from Member, proposing her candidature as Independent Director.

The brief profile of Mr. Nirvikar Nath Mittal and Mrs. Archana Jain along with details as regards their expertise, other directorships, membership in committees of other companies and shareholding in the Company are annexed as Annexure - I to the notice of AGM in accordance applicable provisions of SEBI Regulations and the Companies Act, 2013.

The Board has carried out performance evaluation of all its Independent Directors and is of the opinion that all the Independent Directors of the Company are competent and eligible to continue as Independent Directors of the Company.

Pursuant to provisions of Sections 2(51) and 203 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Nirankar Nath Mittal, Chairman and Managing Director, Mr. Shrikant Mittal, Chief Financial Officer and Mr. Shashank Mishra, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company.

Mr. Shashank Mishra was appointed as Company Secretary and Compliance Officer of the Company in place of Mr. Mayank Mittal with effect from 24th August, 2022. Mr. Mayank Mittal ceased to be the Company Secretary and Compliance Officer of the Company with effect from close of business hours on 23rd August, 2022.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed form AOC-2, are appended as Annexure - I to the Board’s Report.

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the http://www.howardhotelsltd.com/reports/1434531522PolicyonMaterialityofRelatedPartyTransactionsandDealing.pdf

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

ACCEPTANCE OF DEPOSITS

The Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013, and the Companies (Acceptance of Deposit) Rules, 2014, during the year under review.

ANNUAL RETURN

Pursuant to provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is available on website of the Company at https://www.howardhotelsltd.com.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There were no other material changes or commitments affecting the financial position of the Company, which have occurred since the end of financial year.

SECRETARIAL STANDARDS

The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As the company is not falling under the Top-1000 listed entities, the provisions of regulation 34(2)(f) of the Listing Regulations pertaining to the Business Responsibility and Sustainability Report (BRSR), are not applicable.

CODE OF CONDUCT

The Company’s Code of Conduct, as adopted by the Board of Directors, is applicable to all Directors, Senior Management and Employees of the Company. The Code of Conduct of the Company covers substantial development, disclosure of material information, integrity of financial reporting, continuous improvement of the internal control system and sound investor relations. The same can be assessed at http:// www.howardhotelsltd.com/reports/1434531313CodeofConduct.pdf

AUDITORS AND AUDITORS’ REPORT

M/s. B G G & Associates, Chartered Accountants (ICAI Firm Registration No. 016874N), are appointed as the Statutory Auditors of the Company subject to the approval of members, for a second term of subsequent five years commencing from the financial year 2023-24, to hold office from the conclusion of the 34th Annual General Meeting until the conclusion of the 39th Annual General Meeting, to be held in 2028, on such remuneration plus service taxes, out-of-pocket expenses, etc. as may be mutually agreed upon by the Board of Directors and the Auditors. The Auditors have confirmed that they are eligible and not disqualified to continue as statutory auditors.

There is no Audit qualification for the year under review.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s Satyendra Sharma & Associates, a firm of Company Secretaries in Practice (C.P.No.4843) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in Form MR-3 is annexed as Annexure-II and forms an integral part of this report.

There is no secretarial audit qualification for the year under review.

INTERNAL AUDITOR

The Company has appointed during the financial year 2022-23 M/s Raj Singhal & Co., a reputed firm of Chartered Accountants as internal auditor of the Company to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

EXPLANATIONS / COMMENTS BY BOARD OF DIRECTORS ON ADVERSE REMARK MADE BY AUDITOR

The report on qualifications, reservations or adverse remarks or disclaimers made by M/s. BGG & Associates, Chartered Accountants, Statutory Auditors, in their Audit report and by Mr. Satyendra Sharma, Company Secretary in Practice, in his Secretarial Audit Report are self-explanatory.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith marked as Annexure - III.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the year under review, no employee, whether employed for the whole or part of the year, was drawing remuneration in excess of the limits set out in the said rules. Hence the details required under the said Rules are not given.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company’s website.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis of financial condition and results of operation of the Company for the year under review, as required under Regulation 34 of SEBI (LODR) Regulations, 2015, is given separately under the head “Management Discussion & Analysis Report” in Annual Report as Annexure - IV.

CORPORATE GOVERNANCE

Pursuant to regulation 15(2) of Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 provisions of regulation 27 i.e. Corporate Governance and para C, D & E of Schedule V of SEBI (LODR) Regulations, 2015 are not applicable to the Company.

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2023, The Board consist of 6 members, three of whom are executive/ whole-time directors and three are independent directors. The Board periodically evaluates the need for change in its composition and size. The policy of the Company on director’s appointment and other matters provided under sub section 3 of section 178 of the Companies Act, 2013 can be assessed at http://www.howardhotelsltd.com/reports/1434531471PolicyforSelectionofDirectorsandDeterminingIndependence.pdf

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”).

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the targets/ criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Company has devised a policy for performance evaluation of Independent Directors, Board Committees and other Individual directors which includes criteria for evaluation of the non-executive directors which can be accessed at http://www.howardhotelsltd.com/reports/ 1434531471PolicyforSelectionofDirectorsandDeterminingIndependence.pdf and http://www.howardhotelsltd.com/reports/ 1435316045Nomination&RemunerationPolicy.pdf

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, we hereby state:

i). that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation and that there are no material departures;

ii). that 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 as at March 31, 2023 and of the profit and loss of the Company for that period;

iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the directors have prepared the Annual Accounts on a going concern basis.

v) that 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.

vi) that 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.

POLICY ON SEXUAL HARASSMENT OF EMPLOYEES

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of employees at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (India) and the Rules thereunder. There is an Internal Complaints Mechanism where is any wrongful conduct as regards sexual harassment or any other discrimination can be reported. No complaints have been received & pending on Sexual Harassment of employees during FY 2022-23.The policy can be assessed at http:// www.howardhotelsltd.com/reports/1434531591SexualHarrassmentPolicy.pdf

REGULATORY ACTIONS

There is neither any regulatory action initiated nor pending under SEBI regulations or Company Law during the financial year 2022-23.

CASH FLOW ANALYSIS

The Cash Flow Statement for the year 2022-23 is annexed with the Annual Accounts of the Company.

MEETINGS OF THE BOARD

During the financial year ended March 31, 2023, 05 (five) meetings of the Board were held, as follows:

S. No. Dates of Board Meeting

Board Strength

No. of directors present

01. 28.05.2022

6

6

02. 12.08.2022

6

5

03. 24.08.2022

6

4

04. 11.11.2022

6

4

idth:153.6pt;padding:0in 5.4pt 0in 5.4pt>

05. 14.02.2023

6

4

*The maximum time gap between two meetings was not more than 120 days.

DISCLOSURES:

BOARD COMMITTEES:-

The Company has 3 Board Level Committees. All decisions and recommendations of the Committees are placed before Board for information and approval. The role and composition of these Committees, including the number of meetings held during the financial year and the related attendance, are provided below:

A. Audit Committee

B. Nomination & Remuneration Committee

C. Stakeholder’s Relationship Committee.

A. AUDIT COMMITTEE

The composition, quorum, powers, role and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the SEBI (LODR) Regulations, 2015. Mr. Rakesh Kumar Agarwal, Non –Executive Independent Director is the Chairperson of the Audit Committee. The other members of the Audit Committee include Mr. Ravi Kant Bansal and Mrs. Archana Jain. All the recommendations made by the Audit Committee were accepted by the Board.

During the financial year ended March 31, 2023, 4 (Four) of the Audit Committee were held, as follows:

S. No. Date

Committee Strength

No. of Members present

01. 28.05.2022

3

2

02. 12.08.2022

3

2

03. 11.11.2022

3

2

04. 14.02.2023

3

2

B. NOMINATION & REMUNERATION COMMITTEE

The composition, quorum, powers, role and scope are in accordance with Section 178 of the Companies Act, 2013 and the provisions of Regulation 19 of the SEBI (LODR) Regulations, 2015. Mr. Rakesh Kumar Agarwal, Non –Executive Independent Director is the Chairperson of the Nomination & Remuneration Committee. The other members of the Nomination & Remuneration Committee include Mr. Ravi Kant Bansal and Mrs. Archana Jain.

During the financial year ended March 31, 2023, 1 (One) meeting of the Nomination & Remuneration Committee was held as follows:

S. No. Date

Committee Strength

No. of Members present

01. 28.05.2022

3

2

Moreover, the Company’s Nomination & remuneration policy for Directors, Key managerial personnel and other employees is posted on the website of the Company and can be accessed at http://www.howardhotelsltd.com/reports/ 1435316045Nomination&RemunerationPolicy.pdf

C. STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The composition, quorum, powers, role and scope are in accordance with Section 178 of the Companies Act, 2013 and the provisions of Regulation 20 of the SEBI (LODR) Regulations, 2015. Mr. Ravi Kant Bansal, Non –Executive Independent Director is the Chairperson of the Stakeholders’ Relationship Committee. The other members of the Stakeholders’ Relationship Committee include Mr. Rakesh Kumar Agarwal and Mrs. Archana Jain During the financial year ended March 31, 2023, 1 (One) meetings of the Stakeholders’ Relationship Committee were held as follows:

S. No. Date

Committee Strength

No. of Members present

01. 28.05.2022

3

2

• There were no pending share transfers/ investors’ complaints as on March 31, 2023.

ATTENDANCE OF DIRECTORS

The detail of Director’s attendance in the Board Meeting and their Committees during the F.Y. ended as on March 31, 2023 and in the last AGM of the Company is as follows:

S.NO. Name of Director

No. of Board Meeting attended out of 04 held during the year

No. of audit Committee meetings attended

No. of Nomination & Remuneration Committee meetings attended

No. of Stakeholders Relationship Committee meetings attended

Attendance at the last AGM

01. Nirankar Nath Mittal

5

-

-

-

YES

02. Nirvikar Nath Mittal

5

-

-

-

YES

03. Shri Kant Mittal

5

-

-

-

NO

04. Rakesh Kumar Agarwal

5

4

1

1

YES

05. Ravi Kant Bansal

1

2

1

1

NO

06. Archana Jain

2

2

1

1

NO

MEETINGS OF INDEPENDENT DIRECTORS

The Company’s Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Company’s affairs and put forth their views to the Lead Independent Director. The Lead Independent Director takes appropriate steps to present Independent Directors’ views to the Chairman and Managing Director. One meeting of Independent Directors was held during the year i.e. on 14th February, 2023.

WHISTLE BLOWER POLICY & VIGIL MECHANISM COMMITTEE

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism as defined under Regulation 22 of SEBI Listing Regulations for directors and employees to report concerns about unethical behavior. During the year under review, no employee was denied access to the Audit Committee. The said policy has been also put up on the website of the Company and can be accessed at http:// www.howardhotelsltd.com/reports/1432376932VIGILMECHANISMREPORT.pdf

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as under:

i. CONSERVATION OF ENERGY

I. Steps taken or impact on conservation of energy.

The company remains in constant pursuit to carry out its activities in an environment friendly manner as well as to reduce the consumption of energy. This is monitored regularly and suitable actions are implemented wherever needed & feasible.

II. The steps taken by the company for utilizing alternate source of energy.

The Company takes adequate measures in conserving energy in all its activities.

III. Capital Investment on energy conservation equipment’s: NIL

ii. TECHNOLOGY ABSORPTION

The Company strives continuously to use the updated technology in all its activities.

iii. FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earning: NIL

Foreign Exchange Outgo: NIL

CORPORATE SOCIAL RESPONSIBILITY

The Company has not constituted the Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013 as the said provision is not applicable to the Company.

INDUSTRIAL RELATIONS

The industrial relations remained cordial and peaceful throughout the year in the Company. The Directors wish to place on record their appreciation for the contribution of the workers and officers of the Company at all level.

RISK MANAGEMENT COMMITTEE

The Company has not constituted the risk management committee in accordance with Section 134 (3) (n) of the Companies Act, 2013 as the said provision is not applicable to the Company.

REGISTRAR AND SHARE TRANSFER AGENT

Link Intime India Pvt. Ltd.

Noble Heights, 1st Floor, NH-2

C-1, Block LSC, Near Savitri Market,

Janakpuri, New Delhi – 110058

PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the revised ‘Code of Conduct to regulate, monitor and report trading by designated persons in Listed or Proposed to be Listed Securities’ of the Company (‘the Insider Trading Code’). The object of the Insider Trading Code is to set framework, rules and procedures, which all concerned should follow, both in letter and spirit, while trading. The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (‘the Code’) in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018 and formulated a Policy for determination of ‘legitimate purposes’ as a part of the Code. The Code also includes policy and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information (‘UPSI’) and aims at preventing misuse of UPSI.

The policy and the procedures are periodically reviewed and Trading window closure is intimated to all concerned and to the Stock Exchanges in advance. A digital platform is being maintained by the Company, which contains the names and other prescribed particulars of the persons covered under the Insider Trading Code.

DETAIL OF APPLICATION MADE OR PROCEEDING PENDING UNDER IBC-2016

During the year under review, there was no application made or proceeding pending in the name of the Company under IBC-2016.

DETAIL OF DIFFERENCES BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTION

During the year under review, there has been no One Time Settlement of loan taken from Banks and FIs.

DISCLOSURE OF AGREEMENT

There are no agreements which are required to be reported in accordance with clause 5A of paragraph A of Part A of Schedule III of the SEBI regulations.

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the assistance, co-operation and encouragement extended to the Company by Central Government, State Government, Financial Institutions, SEBI, Stock Exchanges, Custodian, Regulatory/Statutory Authorities, Registrars & Share Transfer Agent and other related Department of Tourism. Your directors thank the customers, client, vendors, dealers, Company’s bankers and other business associates for their continuing support and unstinting efforts in the Company’s growth. The Board also wishes to place on record their deep appreciation for the commitment displayed by all the executives, officers and staff, resulting in successful performance during the year. The company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors is also thankful to the stakeholders, shareholder and depositors for their continued patronage.

For & on behalf of Board of Directors of

HOWARD HOTELS LIMITED

Sd /-

Nirankar Nath Mittal

(Chairman & Managing Director)

DIN: 01533102

Place: Agra

Date: 12/08/2023