iifl-logo-icon 1

Jindal Hotels Ltd Directors Report

104.1
(-2.35%)
Dec 6, 2024|09:57:00 AM

Jindal Hotels Ltd Share Price directors Report

Dear Members,

Your Directors are pleased to present the Thirty-Ninth Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended March 31st, 2024.

1. Financial Highlights

Your Companys financial performance for the year ended March 31, 2024, is as below:

(Rs. In Lakhs)

Financial Performance Year ended 31.03.2024 Year ended 31.03.2023
Revenue from Operation & Other Income 4359.04 4235.56
Less: Expenditure 3176.20 3070.99
Profit/Loss before Depreciation, Interest and Taxation 1182.84 1164.57
Interest 519.21 515.97
Depreciation & Amortization 484.35 485.54
Profit/(Loss) before Taxation 179.28 163.06
Provision/(reversal) for Income Tax / Deferred Tax (60.94) (43.75)
Net Profit/(Loss) after Taxation 240.22 206.81
Other Comprehensive Income (OCI) 1.39 0.63
Net Profit/(Loss) after OCI 241.61 207.44

2. Companys Performance

The overall Revenue from Operation for the year is Rs. 4,359 lakhs, as compared to previous year of Rs. 4,235.56 lakhs thereby registered a growth of 3%. This growth, coupled with efficient management. The company reported a profit of Rs. 240.22 lakhs, compared to a profit of Rs. 206.81 lakhs in the previous financial year.

Notwithstanding increased finance and depreciation costs, the Company recorded a notable 16.1% surge in net profit after tax. Overall, the company demonstrated sound financial health and profitability during the year.

While there is no significant change in depreciation over the financial year whereas borrowing costs are marginally higher by Rs. 3.23 lakhs at Rs. 519.21 lakhs, mainly due to the increase in Unsecured Loan from Directors during the year under review.

Borrowings and Capital Expenditure: The total long-term borrowings were Rs. 4,950.70 lakhs as on March 31, 2024, as against Rs. 5,235.35 lakhs as on March 31, 2023. The Company has prepaid a term loan of Rs. 837.99 lakhs which was availed during covid period under Emergency Credit Line Guarantee Scheme (ECLGS) from HDFC Bank Ltd.

The Annual Report includes a business overview and analysis of the business and financial results, as well as management discussion and analysis.

Expansion and Renovation Project: Pursuant to the Companys strategic business plan aimed at enhancing revenue generation, the Company has embarked upon a comprehensive development project. The core component of this initiative involves the construction of 13 supplementary luxury guest rooms to expand the existing accommodation facilities. This capacity augmentation is strategically planned to increase the size of the rooms in order to effectively align and accommodate the cyclical increase in guest demand during peak seasons.

In tandem with this expansion, the Company has undertaken a meticulous renovation of its banquet hall, the "Royal Room". This refurbishment is in direct response to prevailing market trends and is intended to elevate the overall guest experience and enhance the facilitys suitability for a diverse range of events.

3. Management Discussion & Analysis:

Association with Accor Brand

The importance of a brand tie-up in a highly digitalized economy is continuing to become ever more important. Since June 2017, your company has been managed and operated by the ACCOR group of hotels, an international Company operating 5600 properties under various popular brands such as Grand Mercure, Fairmont, Pullman, Sofitel, Novotel and Ibis in India. This French hospitality major has a substantial presence in India and a portfolio of 62 hotels across the country. The ACCOR is compatible with the character and culture of our company to increase business prospects and strengthen the marketing network.

Industry Structure and Developments

The hospitality industry experienced a significant resurgence in FY 2023-24, marking a robust recovery from the pandemic-induced downturn. The year was characterized by a combination of challenges and opportunities that shaped the industrys trajectory.

The performance of the Indian hotel sector in 2023 mirrored this optimism, with key performance indicators such as occupancy rate, average rate (ARR), and Revenue Per Available Room (RevPAR) witnessing significant growth. The sector closed the calendar year 2023 with a nationwide occupancy rate in the range of 63-65%, up 3-5 percentage points (pp) from the previous year and nearly reaching the pre-pandemic level of 65-67% in 2019. The ARR for 2023 reached an impressive INR 7,400-7,600, which surpassed the figures from 2022 by 21-23% and 2019 by 24-26%, highlighting the sectors ability to push rates driven by the buoyant demand. The growth in average rates helped RevPAR to reach INR 4,662-4,940 in 2023, indicating a significant increase of 29-31% from 2022. The Companys average room rates (ARR) increased by 8.91% in FY23-24, while average occupancy increased to 67%. RevPAR (Revenue per available Room) being increased by 9.64%. Management is implementing strategies to optimize room occupancy through intensive marketing endeavours and to enhance revenue generation from the food and beverage segment by introducing innovative culinary offerings within the restaurant and banquet operations.

Key Developments

The year 2023 marked a crucial turning point for the global travel and tourism industry, as it continued its recovery while navigating challenges. Amid extreme climate changes, escalating geopolitical tensions, growing economic headwinds, and rising travel costs, the global travel industry shifted gears making vigorous strides towards pre-pandemic levels, as more and more people traveled for business, education, and leisure activities.

The leisure segment experienced sustained growth, driven by evolving traveler preferences and a rising interest in unique experiential travel. Inbound tourism displayed promising signs of recovery, with 9.2 lakhs foreign tourist arrivals during the calendar year 2023, marking a remarkable 49% year-on-year growth and just over 15% short of all-time-highs last experienced in 2019. After nearly three years of restricted cross-border travel, outbound tourism from the country witnessed a strong comeback, mirroring a trend akin to the pent-up demand that fueled domestic tourism in the last two years. Consequently, over 27 lakhs Indian nationals traveled overseas during the year, registering a 26% growth compared to 2022 and 1.3% compared to 2019. The strong revival of weddings, MICE and corporate travel segments, coupled with high-profile events like the G20 meetings and the ICC Mens Cricket World Cup played a pivotal role in revitalizing the fortunes of the sector during the year.

Risks / Prospects and Concerns

• Talent Shortages: The industry faced challenges in recruiting and retaining skilled labour, impacting service quality and operational efficiency.

• Inflationary Pressures: Rising costs of food, beverages, and utilities impacted profitability margins, necessitating strategic pricing adjustments and cost-cutting measures.

Trends and Challenges in the Hospitality Industry

• Resurgence of Domestic Tourism: Domestic travel witnessed a strong revival, driven by pent-up demand, increased disposable incomes, and a growing preference for leisure and experiential travel. This fueled growth in budget and midscale hotels, resorts, and homestays.

• Gradual Recovery of International Travel: While international travel faced some hurdles due to geopolitical tensions and visa restrictions, the sector gradually gained momentum. Luxury and business hotels in key destinations benefited from ? the uptick in inbound tourism.

• Technology Integration: The hospitality industry continued its digital transformation journey. Investments in technology solutions such as property management systems, online booking platforms, and contactless services enhanced operational efficiency and guest experiences. ?

• Focus on Sustainability: Environmental consciousness grew, with hotels adopting sustainable practices to reduce their carbon footprint and attract environmentally conscious travellers.

• Workstation and Bleisure Trends: The rise of remote work and hybrid work models led to increased demand for extended stay accommodations and hotels offering business facilities. ?

Outlook

Looking ahead to 2024, the outlook for Indias hospitality sector is imbued with a sense of optimistic realism. We anticipate continued growth, driven by sustained domestic demand, the return of international travel to its full glory, and the growth of niche tourism segments coupled with the gigantic growth taking place in travel infrastructure across the country. With a landscape as dynamic and diverse as Indias, the potential for innovation, expansion, and sustainable development in the travel and tourism sector is boundless.

We expect India-wide occupancy to improve to 66-67% in 2024, coupled with a 6-8% increase in ARR will push RevPAR to INR 5,281 during the year, almost 31-33% higher than the pre-pandemic RevPAR recorded in 2019.

Segment-Wise or Product-Wise Performance

The Company has only one segment of activity, namely "Hoteliering" hence, segment wise performance is not applicable during the year under review.

Internal Control Systems and their Adequacy

The Company has an adequate system of internal controls, with documented procedures covering all corporate functions and hotel operating unit. Internal controls provide reasonable assurance regarding the effectiveness and efficiency of operations, the adequacy of safeguards for assets, the reliability of financial controls, and compliance with applicable laws and regulations. The internal audit process provides positive assurance. It converges the process framework, risk and control matrix and a scoring matrix, covering all critical and important functions inter alia revenue management, hotel operations, purchase, finance, human resources and safety. A framework for each functional area is identified based on risk assessment and control, while allowing the unit to identify and mitigate high-risk areas. These policies and procedures are updated periodically and monitored by the Internal Audit. Internal controls are reviewed through the periodical internal audit process under the direction of the Internal Auditor. These reviews focus on:

• Identification of weaknesses and improvement areas

• Compliance with defined policies and processes and applicable statutes

• Safeguarding tangible and intangible assets

• Managing risk environment, including operational, financial, social and regulatory risks

• Conformity with the Code of Conduct

The Boards Audit Committee oversees the adequacy of the internal control through periodic reviews of audit findings as also of the resolution mechanism for critical audit issues. The statutory auditors have opined in their report that in all material respects, an internal financial control with reference to financial statements of the company and such internal financial controls over financial n reporting were operating effectively as at March 31, 2024, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control.

Discussion on Financial Performance with Respect to Operational Performance

The Annual Report contains financial statements of the Company. The Analysis of companys financial performance with respect to operational performance has already discussed and mentioned in point no. 2 i.e. Companys performance in Boards Report. The Management Discussion and Analysis Report is a part of Boards Report.

Human Resources Development

The Company cultivates a collaborative and transparent work environment to foster teamwork and strategic focus. Human capital development is a core organizational priority. The Company maintains contemporary HR policies aligned with industry best practices to optimize talent acquisition, development, and retention. A robust learning and development framework is in place to nurture high-performance capabilities. The Company is committed to upholding a safe and inclusive workplace, with stringent adherence to anti-harassment policies and regular training initiatives. As of March 31, 2024, the Companys workforce comprised 189 employees.

Significant Changes in Financial Ratio

Sr.

No.

List of Ratios FY 2023-24 FY 2022-23
1. Operating Profit Margin (%) 16.02 16.03
2. Net Profit Margin Ratio (%) 5.56 5.00
3. Return on Net worth 11.29 11.00
4. Interest Coverage Ratio 1.37 1.33
5. Debt Equity Ratio 2.77 3.45
6. Current Ratio 1.00 1.17
7. Debtors Turnover Ratio (D) 26.12 33.72
8. Inventory Turnover Ratio (M) 8.36 8.14

A comparative analysis of key financial ratios for FY 2022-23 and FY 2023-24 reveals a generally stable financial performance. While profitability, as measured by Net Profit Margin, has modestly improved, there is a slight decline in Operating Profit Margin. Liquidity, as indicated by the Current Ratio, has marginally contracted on account of higher pre-payment of Long - Term debt in current year.

The Companys financial structure has strengthened, as evidenced by a reduction in the Debt Equity Ratio. Inventory management efficiency has shown marginal improvement, while collection efficiency, as reflected in the Debtors Turnover Ratio, has declined.

The Board will continue to closely monitor these trends and their underlying drivers to ensure the Companys financial health and sustainability.

Change in Return on Net Worth

Return on Net Worth has shown a marginal increase from 11.00% in FY 2022-23 to 11.29% in FY 2023-24. This indicates a slight improvement in the companys ability to generate profit from shareholders investments.

Disclosure of Accounting Treatment

The Company has adopted Indian Accounting Standard (IND-AS). The Financial statements for the year ended 31st March, 2024 of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Act to be read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and the relevant amendment rules issued thereafter.

Cautionary statement:

The statements made in the Management Discussion & Analysis section, describing the Companys goals, expectations and predictions, among others, do contain some forward-looking views of the management. The actual performance of the Company is dependent on several external factors, many of which are beyond the control of the management.

4. Directors and Key Managerial Personnel

• In accordance with the requirements of the Act and the Companys Articles of Association, Ms. Shagun Mehra retires by rotation and being eligible, offers herself for re-appointment. Relevant Ordinary Resolutions seeking shareholders approval forms part of the Notice.

• During the year under review, the Non-Executive 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.

• Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024, are:

• Mr. Piyush D. Shah, Managing Director

• Mr. Kishor I. Darji, Chief Financial Officer

• Ms. Mansi Vyas, Company Secretary & Compliance Officer

• During the year under review, the members of the Company upon Recommendation of Board of Directors and Nomination & Remuneration Committee, appointed Mr. Pradip N. Goradia (DIN: 10265384) and Mr. Pradeep Chavan (DIN: 00017908) as Non-executive Independent Directors on the Board at 38th Annual General Meeting held on 26th September 2023.

• Mr. Jatil Patel (DIN: 00021794) and Mr. Mukund Bakshi (DIN: 00066993), has completed their terms (two consecutive terms of five years each) as per provision of Companies act, 2013 read with SEBI LODR Regulations, 2015 and consequently the position of the Independent Directorship of both comes to an end on 31st March 2024.

5. Reserves

In view of insufficient profits, the Board do not recommend transfer of any amount to General Reserves.

6. Dividend

In view of insufficient profit and expansion & renovation project in progress, your directors have not recommended Dividend for the Financial Year 2023-24.

7. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

In terms of Section 125 of the Companies Act, 2013, any unclaimed or unpaid Dividend for the financial year ended March 31, 2017, is due for remittance on 17th October 2024 to the Investor Education and Protection Fund established by the Central Government.

Further Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and refund) Rules, 2016 amended from time to time, which inter alia requires the Company to transfer the equity shares on which the dividend has remained unpaid or unclaimed for a continues period of seven years, to a special demat account to be opened by Investor Education and Protection Fund Authority (IEPF Authority).

8. Share Capital

There was no public issue, rights issue, bonus issue, etc. during the year under review. The Company has not issued shares with differential voting rights, sweat equity shares, nor granted any stock options during the financial year 2023-24.

9. Material Changes and Commitment if any affecting the Financial Position of the Company occurred between the end of the Financial Year to which this Financial Statements relate and the date of the Report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date of this report. There has been no change in the nature of business during the year.

10. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished below:

Conservation of Energy

The Company is extremely cautious with regard to resource management and particularly the energy conservation be it electrical or gas consumption. We have installed necessary capacitors in our electrical sub stations & VFD (Variable Frequency Drive) in most of the motors. All the halogens, incandescent bulbs and even the PL tubes (Plug in light) are almost replaced with LED (Light Emitting Diodes). The entire property has magnetic door locks which monitors the overall supply to individual guest rooms & thermostats controls are provided for guest comfort & energy saving. All the glass window are replaced with Double Glace DGU & fixed sunscreen protection are laid on them. The new magnetic chillers used for air conditioning process have proved to be major savers.

Besides these, the hotel teams continued their efforts to explore opportunities to reduce energy consumption by:

• controlled use of lighting and other equipment;

• regulating of chilled water set points according to ambient temperature;

• setting benchmarks for energy consumption by area.

• upgrading building management systems;

• zero Flush Urinals installed for Banquet Halls (Save Water Save Energy);

• celebrating Energy Saving Week where entire team is motivated not only to save energy but also to contribute their ideas for energy conservation.

• EV Charging stations for electric vehicles.

Technology Absorption

In the Opinion of the Board, the required particulars, pertaining to technology absorption are not applicable as hotels form part of service industry.

Foreign Exchange Earnings and Outgo

During the year under review, your Company earned Foreign Exchange of Rs. 2,78,70,054/- (PY Rs. 1,88,59,536/-), whereas outflow of foreign exchange was Rs. 69,36,756/- (PY Rs. 6,43,300/-).

11. Statement concerning Development and Implementation of Risk Management Policy of the Company

The Company has been taking proactive approach concerning the development and implementation of a Risk Management Policy after identifying the following elements of risks which in the opinion of the Board may threaten the very existence of the Company itself.

(a) financial;

(b) legal and regulatory;

(c) operating; and

(d) commercial risks, including health, safety and environment.

The Company does not have any Risk Management Committee as the Board takes into consideration all the risk factors at regular intervals at its meetings.

12. Corporate Social Responsibility

Provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 are not applicable to the Company.

13. Insurance

The Company has a broad-banded approach towards insurance. Adequate cover has been taken for all movable and immovable assets against numerous risks and hazards.

14. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Company has Zero tolerance for sexual harassment at its workplace and has 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 there under for Prevention and Redressal of complaints of sexual harassment at workplace.

The Company has adopted an Anti-Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provision relating to the constitution of Internal Complaint Committee which are set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman / Managing Director. There was no complaint outstanding / received from any employee during the financial year 2023-24 and hence, no complaint is pending as on March 31, 2024, for Redressal.

15. Details of Application made or any Proceeding Pending under Insolvency and Bankruptcy Code, 2016.

During the year under Review, neither any application was made, nor any proceedings were pending under Insolvency and Bankruptcy Code, 2016.

16. The details of 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 along with the reasons thereof:

Not Applicable

17. Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013.

No loans and guarantees were made by the Company during the year under review. However, the Investments made by the Company are in compliance with provision of section 186 of Companies Act, 2013.

18. Details of Significant & Material orders passed by the Regulators or Courts.

There were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

19. Maintenance of Cost Records and Cost Audit.

Your Company is not required to maintain Cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

20. Companys Policy relating to Directors Appointment, Payment of Remuneration and Discharge of their Duties.

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has devised policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 and have been displayed on website https://www.suryapalace.com/corporate-info/

21. Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (LODR), regulation 2015 a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its committees. The Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as the evaluation of the working of its committees.

22. Statutory Auditors

M/s. Modi & Joshi, Chartered Accountants, Vadodara were appointed as Statutory Auditors for a period of 5 years [i.e. from FY 2017-18 to FY 2021-22] in the 32nd Annual General Meeting held on 12th September 2017 and further re-appointed in 37th Annual General Meeting of financial year of 21-22 held on 12th July 2022 for second consecutive term of 5 years i.e., from 22-23 to 26-27. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

23. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ranjit Kumar Singh of M/s. Ranjit & Associates, Practicing Company Secretaries, Vadodara to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is furnished in Annexure 1 (Form No. MR-3).

24. Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Auditors and the Practicing Company Secretary in their reports

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditor or Secretarial Auditor of the Company in their respective reports.

25. Annual Return

In compliance with Section 92(3) and 134(3)(a) of the Act, Annual Return is uploaded on Companys website and can be accessed at https://www.suryapalace.com/corporate-info/

26. Disclosure under Rule-5 of the Companies (Appointment and Remuneration) Rules, 2014

Disclosure required under Section 197 of the Companies Act, 2013 read with Rule-5 of the Companies (Appointment and Remuneration) Rules, 2014 have been annexed as Annexure 2.

27. Particulars of Contracts or Arrangements made with Related Parties

Particulars of contracts or arrangements with related parties in Form AOC-2 are enclosed as per Annexure 3. All the Related Party Transactions are held at arms length price and in Ordinary Course of Business and within limit prescribed under Section 188 of the Act for which prior approval of Board of Directors was obtained.

Your Companys Policy on Related Party Transactions, as adopted by the Board, can be accessed on the Companys website at https://www.suryapalace.com/corporate-info/

28. Corporate Governance Certificate

The Compliance certificate from Practicing Company Secretaries regarding compliance of conditions of corporate governance as stipulated in Schedule V of the Securities Exchange Board of India (Listing Obligation Disclosure Requirement) Regulation, 2015 is annexed as Annexure 4 to the report.

29. Number of Board Meetings conducted during the year under review

The Company had five board meetings during the financial year under review on 2nd May 2023, 8th August 2023, 7th November 2023, 30th January 2024 and 6th March 2024.

30. Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company.

31. Internal Auditor

Mr. Sandeep Shrimal, Chartered Accountants, Vadodara, Internal Auditor of the Company, has conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly.

32. Internal Control Systems & their Adequacy

Your Company has in place an adequate system of Internal Controls, with documented procedures covering all corporate functions and hotel operating units to ensure that all transactions are authorized, recorded and reported correctly. This ensures prompt financial reporting, optimum utilization of various resources and immediate reporting of deviations. Compliance with laws and regulations is also ensured and confirmed and is checked by the Internal Auditor of the Company.

The reports of the Internal Auditor are reviewed by the Audit Committee. The Audit Committee also reviews adequacy of internal controls, system and procedures, insurance coverage of assets from various risks and steps are taken to manage foreign currency exposures. The Audit Committee also interacts with Internal Auditors and Statutory Auditors of the Company to ensure compliance of various observations made during the conduct of audits and adequacy of various controls.

33. Deposits

The Company has not accepted/renewed any deposits from members or public.

34. Website

The corporate website www.suryapalace.com reflecting the new architecture is far more experimental, with large images showcasing the property and its facilities, enhanced content, both in quantity and quality, with in depth information on experiences, services and facilities. The website also displays financial & corporate information.

35. Declaration of Independent Directors

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed there under and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). In terms of Regulation 25 (8) of SEBI Listing Regulations they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of directors of the Company has taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

36. Disclosure of Composition of Audit Committee and providing Vigil Mechanism

*The Audit Committee consists of the following members:

a. Mrs. Palak Gandhi (Chairperson, Non- executive Independent Director)

b. Mr. Ambalal Patel (Non-executive Independent Director)

c. Mrs. Chanda Agrawal (Non-executive Director)

d. Mr. Pradeep Chavan (Non-executive Independent Director)

*The Committee was Re-constituted on 6th March 2024.

The above composition of the Audit Committee consists of the majority of independent Directors. The details of the Constitution of all committees namely Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee are mentioned in the Corporate Governance Report [which forms part of Annual Report].

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company.

37. Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:

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

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

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

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

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the ? accounting records and the timely preparation of reliable financial information.

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

38. Details in respect of Frauds reported by Auditors

During the year under review, there were no frauds reported by the Company or fraud on the Company by the officers and employees of the Company has been noticed or reported or no fraud are reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

39. Secretarial Standards of ICSI

Pursuant to the approval given on 10th April 2015 by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS- 2) came into effect from 1st July 2015 and further as amended from time to time. The Company is in compliance with the same. ?

40. Vigil Mechanism/ Whistle Blower Policy

The Company has adopted the whistle blower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companys code of conduct and ethics. The Company has a "Whistle Blower Policy", the copy of which is available on the website of the Company, namely https://www.suryapalace.com/corporate-info/

41. Safety & Environment

The Company is committed to providing a safe and healthy working environment and achieving an injury and illness-free workplace.

42. Acknowledgements

Your Directors would like to express sincere appreciation and gratitude to the Companys valued stakeholders including Members, Customers, Bankers, Vendors, Business Partners, State Government and the Government of India for their continued co-operation and support.

Directors also place on record sincere appreciation of the commitment and enthusiasm of all its employees.

An acknowledgement to all, with whose help, cooperation and hard work, the Company is able to achieve the results.

Date: 02.08.2024 For and on behalf of the Board
Place: Vadodara Jindal Hotels Limited
Sd/-
Ambalal C. Patel
Chairman
DIN:0003787

Knowledge Center
Logo

Logo IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000

Logo IIFL Capital Services Support WhatsApp Number
+91 9892691696

Download The App Now

appapp
Loading...

Follow us on

facebooktwitterrssyoutubeinstagramlinkedintelegram

2024, IIFL Capital Services Ltd. All Rights Reserved

ATTENTION INVESTORS

RISK DISCLOSURE ON DERIVATIVES

Copyright © IIFL Capital Services Limited (Formerly known as IIFL Securities Ltd). All rights Reserved.

IIFL Securities Limited - Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213,IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248

plus
We are ISO 27001:2013 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.

Invest wise with Expert advice

By continuing, I accept the T&C and agree to receive communication on Whatsapp