Your Board takes pleasure in presenting the 16th Annual Report of the Company along
with the audited financial statements of the Company for the financial year ended on 31st
March, 2023.
FINANCIAL HIGHLIGHTS:
Your Company's performance for the financial year ended on 31st March, 2023 along with
the previous year figures is summarised as under:
Particulars |
Standalone |
Consolidated* |
|
2022-23 |
2021-22 |
2022-23 |
2021-22* |
Gross Revenue |
9,376.12 |
5,119.32 |
9376.13 |
5119.32 |
Profit before Depreciation, Finance Costs, Tax and Exceptional items |
2,293.95 |
369.44 |
3271.05 |
(201.47) |
Less: Depreciation |
362.06 |
333.18 |
362.06 |
333.18 |
Less: Finance Cost |
Nil |
Nil |
Nil |
Nil |
Profit before Tax & Exceptional Item |
1,931.89 |
36.26 |
1926.15 |
(534.66) |
Add/(Less) Exceptional Item |
983.77 |
Nil |
982.84 |
Nil |
Profit/(Loss) before tax |
2,915.66 |
(527.42) |
2908.99 |
(534.66) |
Tax Expenses (including Deferred Tax) |
523.00 |
(131.56) |
523.00 |
(131.56) |
Profit after Tax from continuing operations |
2,392.66 |
(395.86) |
2385.99 |
(403.09) |
Profit after tax from discontinued operations |
295.16 |
452.88 |
66.75 |
(3046.76) |
Profit after tax |
2,687.82 |
57.03 |
2452.74 |
(3,449.86) |
Other Comprehensive Income |
(410.03) |
(323.39) |
(410.03) |
(316.54) |
Total Comprehensive Income for the period |
2,277.79 |
(266.36) |
2042.71 |
(3,766.40) |
*Figures have been regrouped/rearranged consequent to the elimination of profit from
discontinued operations (demerger of security trading unit as per Scheme of Arrangement
and Demerger).
IMPACT OF COVID-19 PANDEMIC ON THE COMPANY'S BUSINESS:
After the COVID-19 pandemic, business and demand improved in the financial year 2022-23
as compared to the previous two years. Despite the challenging circumstances, sustained
efforts were made by the Company over the previous two years toward reorientation of the
Company's operational ideology to enhance the revenue.
The Board and the Management will continue to closely monitor the situation as it
evolves and do its best to take all necessary measures, in the interests of all
stakeholders of the Company.
TRANSFER TO RESERVES:
During the financial year 2022-23, an amount of Rs. 150 lakhs has been transferred to
General Reserve out of the amount available for appropriation.
DIVIDEND:
The Board of Directors is pleased to recommend a dividend of Rs 2.50/- per equity share
(previous year NIL) on 1,72,91,696 equity shares of Rs 10/- each for the year ended on 31
March, 2023. The total cost to the Company on account of dividend payment will be Rs
432.29 lakhs resulting in a payout of 16.08% of the standalone profits after tax of the
Company.
BUSINESS OVERVIEW AND OPERATING PERFORMANCE / STATE OF COMPANY'S AFFAIRS:
During the financial year ended 2022-23, Hyatt Regency Kolkata (the hotel) has been
successful in facing the challenges that COVID-19 posed as it was a major recovery period
and closed the year-end occupancy at 76.3% which is a YoY growth of 56% compared to the
competition average closure of 73.5%. The hotel has shown agility by changing business to
market mix needs. The hotel focused on brand.com and online distributors to drive demand
while traditional corporate business was secure in the form of PSU. Group business was
driven by weddings, Corporate MICE, and Sports blocks, thereby sustaining its leading
position. The hotel has been largely successful in booking all the relevant wedding dates
during the previous year. The hotel improved market shares in spite of low market demand
and ended the year at rank 2 in RevPAR. Overall, the hotel did well with large weddings
and social business.
During the financial year 2022-23, there were no material changes and commitments
affecting the financial position of the Company.
Further, there has been no change in the nature of business of the Company since its
incorporation.
SUBSIDIARY COMPANIES:
During the first half of the financial year ended 2022-23, the Company had two
subsidiaries, namely, Robust Hotels Limited, Chennai, (RHL) a wholly owned and a material
unlisted Indian Subsidiary, and GJS Hotels Limited, Kolkata, a wholly owned and unlisted
Indian Subsidiary.
The Scheme of Arrangement for demerger of Robust Hotels Limited, Chennai has become
effective and operative from Wednesday, 21st September, 2022. Since 21st September, 2022,
Robust Hotels Limited, Chennai, (RHL) has been no longer the wholly owned subsidiary of
the Company.
With reference to GJS Hotels Limited, a consultant was appointed to carry out market
research and best use option study land parcel located near Bhubaneshwar, Odisha. The
report is being considered internally. In accordance with Section 129(3) of the Companies
Act, 2013, a statement containing salient features of the financial statement of the
subsidiary of the Company in Form AOC-1 is annexed herewith marked as Annexure-I to
this Report. The audited financial statements of the Company and of its subsidiary has
also been uploaded on the website of the Company http://www.ahleast.com/ reports.html.
The Consolidated Financial Statements of the Company are prepared in accordance with
Indian Accounting Standards notified under the Companies (Indian Accounting Standards)
Rules, 2015 (Ind-AS) and forms an integral part of this report.
The Policy for determining material subsidiaries of the Company has been provided in
the following link: http://www.ahleast.com/
policiespdf/Policy%20on%20Material%20Subsidiary.pdf
STATUS OF THE SCHEME OF ARRANGEMENT:
Regarding the Scheme of Arrangement, Demerger and Reduction of capital with the wholly
owned subsidiary Robust Hotels Private Limited, Chennai (Robust) and their respective
shareholders and creditors (the Scheme), the Hon'ble NCLT, Kolkata Bench, on 5th
September, 2022 has issued the certified order copy sanctioning the Scheme of Arrangement.
The scheme of arrangement has since become effective from 21st September, 2022 by filing
the order with Registrar of Companies, Kolkata & Chennai. Both the companies have
taken initiatives to sell the fractional bonus shares and distribute the net sale proceeds
to the respective shareholders who are entitled to the same, in proportion to the
respective fractional entitlements of shares.
The shareholders of the Company as on the record date have received all the equity
shares and now the equity shares of Robust Hotels Limited, Chennai are listed on BSE Ltd.
& National Stock Exchange of India with effect from 25th April, 2023.
Stakeholders can see all the Scheme related documents at the Company's web link
http://www.ahleast.com/index.html.
AUDITORS & AUDITORS' REPORT:
Statutory Auditors:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made
thereunder, the term of office of M/s. Singhi & Co., Chartered Accountants, (Firm
Registration No. 302049E), was appointed as the Statutory Auditors of the Company at the
15th Annual General Meeting held on 28th September, 2022 for a period of five (5)
consecutive years. They have submitted a certificate confirming that their appointment is
in accordance with section 139 read with section 141 of the Companies Act, 2013.
The Statutory Auditors' Report on the Financial Statements of the Company for FY
2022-23 does not contain any qualifications, reservations, adverse remarks or disclaimer.
The Statutory Auditors of the Company have not reported any fraud as specified under
Section 143(12) of the Act, in the year under review.
Internal Auditor:
Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014, and other applicable provisions, if any, of the Companies Act,
2013 your Board based on the recommendation of the Audit Committee appointed M/s. S.K.
Agarwal & Co to conduct an internal audit for the financial year 2023-24 in place of
M/s. S.S. Kothari Mehta & Co.
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Board
appointed M/s. Abhijit Majumdar, Practicing Company Secretary (COP No. 18995), to
undertake the Secretarial Audit of your Company for the financial year 2022-2023. Pursuant
to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Secretarial Audit Report of the Company is annexed to this Board Report,
collectively as Annexure II.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Directors
Pursuant to the provisions of Section 152 of the Companies Act, 2013, and the Articles
of Association of the Company, none of the directors of the Company were liable to retire
by rotation.
No Director or Key Managerial Personnel were appointed or have resigned during the
financial year 2022-23. Details of Directors seeking re-appointment as required under
Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 forms a part of the notice calling Annual General Meeting of the
Company.
Your directors would like to confirm that the Company has received annual declarations
from all the independent directors of the Company confirming that they meet the criteria
of independence as prescribed under Section 149(6) of the Companies Act, 2013, Rule 6(3)
of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulations
16(1)(b) and 25 of the SEBI Listing Regulations, 2015 and there has been no change in the
circumstances, which may affect their status as independent director during the year.
Key Managerial Personnel
During the year under review, there has been no change in the Key Managerial Personnel
of the Company. In terms of Section 203 read with Section 2(51) of the Companies Act,
2013, the Key Managerial Personnel of the Company are:
Mr. Arun Kr. Saraf, Jt. Managing Director
Mr. Umesh Saraf, Jt. Managing Director
Mr. Bimal K. Jhunjhunwala, Chief Financial Officer and VP Corporate
Finance
Mr. Saumen Chatterjee, Chief Legal Officer & Company Secretary
EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND DIRECTORS:
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 Companies
Act, 2013 and SEBI Listing Regulations 2015.
The evaluation of the Board of Directors was based on criteria such as appropriateness
of Board composition and structure, decisions passed by the Board of Directors, awareness
on Industry operations, compliance with applicable laws, succession planning, strategic
planning, implementation of guidelines or strategies decided by the Board of Directors
etc. The evaluation of the Committees was based on criteria such as composition,
functioning, competencies of the members, frequency of meetings, procedures, monitoring,
advisory role, timely reporting to Board of Directors, etc.
NOMINATION AND REMUNERATION POLICY:
In line with the requirements of section 178 of the Companies Act, 2013 and the SEBI
Listing Regulations, 2015, the Company has formulated a Nomination & Remuneration
Policy which can be accessed on the Company's website at https://www.ahleast.com/
policiespdf/Nomination%20&%20Remuneration%20Policy.pdf
BOARD DIVERSITY:
The Company recognizes and believes that a diverse Board will enhance the quality of
the decisions made by utilizing different skills, qualifications, professional
experiences, knowledge, gender, ethnicity, background and other distinguished qualities
etc. of the members of the Board, necessary for effective corporate governance,
sustainable and balanced development. The Board has adopted a Board Diversity Policy as
required under Regulation 19 read with Part D of Schedule II of SEBI Listing Regulations,
2015 which sets out the approach to diversity. The Board diversity policy is available on
our weblink:http://www.ahleast.com/policiespdf/Board%20Diversity%20Policy.pdf
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Sections 134(3)(c) and 134(5) of the Companies
Act, 2013 for the preparation of the annual accounts for the financial year ended 31st
March, 2023 and based upon representations from the Management, the Board states that:
a) in the preparation of the annexed accounts for the year ended 31st March, 2023, the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any;
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 under
review and of the profit of the Company for that year;
c) 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;
d) the said accounts has been prepared on a going concern basis;
e) internal financial controls to be followed by the Company have been laid down and
that such internal financial controls are adequate and were operating effectively; and
f) proper systems to ensure compliance with the provisions of all applicable laws have
been devised to ensure such systems are adequate and operating effectively.
PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:
The information required pursuant to Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to conservation of
energy, technology absorption and foreign exchanges earning and outgo to the extent
possible in the opinion of your Directors, is annexed hereto as Annexure-III and
forms part of this Report.
PARTICULARS OF PERSONNEL
The disclosure on the details of remuneration to Directors and other employees pursuant
to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this
report. With respect to the statement containing information under Rule 5(2) and Rule 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
report and the accounts are being sent to the Members excluding the aforesaid statement.
In terms of Section 136 of the Act, the said statement is open for inspection at the
registered office of the Company during working hours and any Member interested in
obtaining a copy of the same may write to the Chief legal Officer & Company Secretary
at the email id: saumen.chatterjee@ahleast.com.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered into by the Company during the
financial year under review were in the ordinary course of business and on arm's length
basis. There were no contracts or arrangements entered into by the Company which falls
under the purview of Section 188 of the Companies Act, 2013 and there were no material
related party transactions in terms of Regulation 23 of the SEBI Listing Regulations,
2015. Thus, disclosure as required in Form AOC-2 in terms of Section 134 of the Companies
Act, 2013 is not applicable to the Company. Prior omnibus approval was obtained for
related party transactions which are repetitive in nature and entered in the ordinary
course of business and were at arm's length. All related party transactions were placed
before the Audit Committee for review on a quarterly basis.
The Policy on related party transactions and dealing with related party transactions,
as approved by the Board, can be accessed on the Company's weblink:
http://www.ahleast.com/policiespdf/Policy%20on%20Related%20Party%20Transaction.pdf. The
policy intends to ensure that proper reporting, approval and disclosure processes are in
place for all transactions between the Company and Related Parties.
The details of the transactions with related parties are set out in Notes to the
Standalone and Consolidated Financial Statements pursuant to Ind AS.
MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE:
Pursuant to Schedule V of Regulation 34(3) of the Listing Regulations, 2015, report on
Management Discussion and Analysis as Annexure-IV and Corporate Governance Report
as per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, 2015 as Annexure-V
and Compliance Certificate on Corporate Governance from the Practicing Company Secretaries
are annexed to this Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
As required under Section 135 of the Companies Act, 2013, the Company had spent
Rs.9,00,000/- (Rupees Nine lakhs only) as CSR expenditure, for the financial year ended
2022-23. The details of the CSR Committee, CSR projects, CSR amount spent, etc., for the
financial year ended 2022-23 are annexed and marked as Annexure-VI to this report.
We at Hyatt Regency, Kolkata are deeply driven by our purpose of We care
for people so they can be their best'. We strongly believe that we owe a significant share
of our organizational success to our people, society and environment around us and bestow
our care and love to them as a gratitude in every way possible. DEI and Embracing Equity
has been our key focus area where in we collaborated with an NGO- Garima Griha, which
supports members of LGBTQ community. After undergoing skill-based training with us, we are
the proud employer of two transmen in Housekeeping who continues motivating others to join
the world of hospitality. RiseHY program continues to thrive in our organization across
various departments like F&B service and Front Office with 6 opportunity youths
currently grooming under our supervision. We pursue our journey in giving of joy with NGOs
by extending support to local businesses and child support organizations. One of our
activities was based on animal care where we donated raw food materials to a Dog Shelter
and participated in a photo contest arranged by Hyatt as a part of Global Month Of
Service. The award-winning picture uploaded by us aided 3000 US$ to the organization.
Approximately 112 volunteer hours and $1356 were spent in CSR activities last year.
This upcoming year, we are dedicated to drive our DEI goals and adhere to the framework
of advancing care. We look forward to creating a World of care based on our values of
empathy, integrity, inclusion and respect while implementing wellbeing and experimentation
for a better future. The Company's CSR Policy formulated in accordance with Section 135 of
the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014 is available on the Company's weblink:
https://ahleast.com/CSR%20Policy_19052021.pdf.
INTERNAL FINANCIAL CONTROL SYSTEMS AND IT'S ADEQUACY:
Your Company has an Internal Control System which is commensurate with the size, scale,
and complexity of its operations. The scope and authority of the Internal Audit function
is well defined in the organization. To maintain its objectivity and independence, the
reporting is done to the Chairman of the Audit Committee of the Board.
The Audit Committee monitors and evaluates the efficacy and adequacy of internal
control, its compliance with operating systems, accounting procedures and policies of the
Company. Based on the Internal Audit Report, the Management undertakes corrective action
in their respective areas and thereby strengthens the controls. Significant audit
observations and corrective actions suggested are presented to the Audit Committee of the
Board. In the view of the Statutory Auditors of the Company, the internal financial
controls with respect to financial reporting were adequate and operating effectively
during the financial year under review.
RISK MANAGEMENT:
Your Company has adopted a Risk Management Policy pursuant to the provisions of Section
134(3)(n) of the Companies Act, 2013 to identify and evaluate business risks and
mitigation of the same on a continual basis. This framework seeks to create transparency,
minimize adverse impact on business objective and enhance your Company's competitive
advantage. In your Company, risks are carefully mapped and a risk management framework is
involved.
Your Company is faced with risks of different types, each of which needs varying
approaches for mitigation. Details of various risks faced by your Company and their
mitigation are provided in the Management Discussion and Analysis Report. The Company's
risk management policy formulated in accordance with Section 134(3)(n) of the Companies
Act, 2013 as approved by the Board is available on Company's weblink:
http://www.ahleast.com/policiespdf/Risk%20Management%20Policy.pdf.
DISCLOSURES: A) ANNUAL RETURN
Pursuant to Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII,
Companies (Management and Administration) Amendment Rules, 2020, Annual Return of the
Company in Form MGT-7 for financial year ended 2022-23 is available under the Company's
weblink: https://ahleast.com/notice-agm.html.
B) MEETINGS OF THE BOARD
During the financial year ended 2022-23, the Board of Directors had six (6) meetings.
These meetings were held on 30th May, 2022, 13th August 2022, 21st September 2022, 13th
October 2022, 14th November, 2022 and 14th February, 2023. The details in relation to
attendance at the meetings are disclosed in the Corporate Governance section which forms a
part of this report.
C) COMPOSITION OF AUDIT COMMITTEE
The Audit Committee comprises of three (3) Directors amongst which two (2) are
Independent Directors, namely Mr. Amal Chandra Chakrabortti and Ms. Rita Bhimani and one
(1) is Jt. Managing Director namely Mr. Umesh Saraf. There have been no instances during
the financial year when recommendations made by the Audit Committee were not accepted by
the Board. The details of the Committees along with their composition, number of meetings
and attendance at the meetings are provided in the Corporate Governance Report.
D) SECRETARIAL STANDARDS OF ICSI
The Company is in compliance with the Secretarial Standards on Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company
Secretaries of India and approved by the Central Government.
E) VIGIL MECHANISM/WHISTLE BLOWER POLICY
Your Company has adopted a Whistle Blower Policy to provide a mechanism for the
Directors and employees to report genuine concerns about any unethical behaviour, actual
and suspected fraud or violation of your Company's Code of Conduct. The Policy provides
for adequate safeguards against victimization of director(s)/employee(s) who avail of the
mechanism and also provides for direct access to the Chairman of the Audit Committee in
appropriate or exceptional cases. The provisions of the policy are in line with the
provisions of Section 177 of the Companies Act, 2013 read with Regulation 22 of the SEBI
Listing Regulations, 2015. The vigil mechanism/whistle blower policy can be accessed on
the Company's weblink: http://www.ahleast.com/policiespdf/Vigil%20
Mechanism%20%20Whistle%20Blower%20Policy.pdf. Further, during the year under review, no
Complaint was received by the Company under the policy.
F) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has always shown concerns to each and every employee working in the
organization. It has zero tolerance towards sexual harassment at workplace and has an
Internal Complaints Committee to consider and redress complaints of sexual harassment. The
Company has also adopted a policy on Prevention, Prohibition and Redressal of Sexual
Harassment at Workplace in line with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed
thereunder with the objective of providing safe working environment for the benefit of the
employees.
Status of complaints as on March 31, 2023:
Sr. No. |
Particulars |
Number of Complaints |
1. |
Number of complaints filed during the financial year |
2 |
2. |
Number of complaints disposed of during the financial year |
2 |
3. |
Number of complaints pending at the end of the financial year |
Nil |
G) PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY PROVIDED
Pursuant to the provisions of Section 134(3)(g) of the Companies Act, 2013, particulars
of loans, guarantees, investments and securities given under Section 186 of the Companies
Act, 2013 are given in the notes to the financial statements forming part of this Annual
report.
H) PARTICULARS OF REMUNERATION
Disclosures pertaining to remuneration and other details, as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as amended, are provided in Annexure-VII
to this report.
I) MAINTAINANCE Of COST RECORDS
The maintenance of cost records as specified by the Central Government under Section
148(1) of the Companies Act, 2013 is not applicable to the Company.
J) GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items, as there were no transactions on these items during the financial year
2022-23 under review:
i) Details relating to deposits covered under Chapter V of the Companies Act, 2013.
ii) Issue of equity shares with differential rights as to dividend, voting or
otherwise.
iii) Issue of shares (including sweat equity shares) to employees of the Company under
any scheme.
iv) The Jt. Managing Directors of the Company did not receive any remuneration or
commission from any of its subsidiaries.
v) No significant or material orders were passed by the Regulators or Courts or
Tribunals which could impact the going concern status and Company's operations in future.
vi) There has been no change in the nature of business of the Company.
vii) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
viii) The Company is a debt-free Company and thus, there was no instance of one-time
settlement with any Banks or Financial Institutions.
ACKNOWLEDGEMENT
Your Board express their deep sense of appreciation for the contribution made by the
employees to the significant improvement in the operations of the Company.
The Directors also thank all associates including customers, the Government of India,
Government of West Bengal, Government Agencies, Hyatt Hotels Corporation, U.S.A., Bankers,
Suppliers, Shareholders and others for their continuous co-operation and support.
For and on behalf of the Board of Directors
|
A. C. Chakrabortti |
Umesh Saraf |
Rita Bhimani |
Kolkata |
Director |
Jt. Managing Director |
Director |
22nd May, 2023 |
(DIN: 00015622) |
(DIN: 00017985) |
(DIN: 07106069) |
|