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Asian Hotels (East) Ltd.

BSE: 533227 Sector: Services
BSE 00:00 | 21 Jan 197.30 0.95






NSE 00:00 | 21 Jan 193.75 -3.15






OPEN 196.50
52-Week high 239.00
52-Week low 140.00
P/E 182.69
Mkt Cap.(Rs cr) 227
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 196.50
CLOSE 196.35
52-Week high 239.00
52-Week low 140.00
P/E 182.69
Mkt Cap.(Rs cr) 227
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Asian Hotels (East) Ltd. (AHLEAST) - Director Report

Company director report

Dear Members

Your Board has pleasure in presenting the 13 th Annual Report of the Company togetherwith inancial statements of the Company for the the audited f financial year ended on 31st March 2020.


Your Company's performance for the financial year ended on 31 st March along withthe previous year figures 2020 is summarised as under:




(Rs. in lacs)

(Rs. in lacs)
2019-20 2018-19 2019-20 2018-19
Gross Revenue 9210.27 10344.25 18487.26 20235.23
Profit before Depreciation Finance Costs
Tax and Exceptional items 2511.37 2936.08 4067.44 5260.14
Less: Depreciation 297.32 492.39 2599.16 2795.05
Less: Finance Cost Nil Nil 1392.12 1446.18
Profit before Tax & Exceptional Item 2214.05 2443.69 76.17 1018.91
Add/(Less) Exceptional Item Nil Nil Nil Nil
Profit/(Loss) before tax 2214.05 2443.69 76.17 1018.91
Tax Expenses (including Deferred Tax) 763.40 665.63 763.40 665.63
Profit after Tax from continuing operations 1450.65 1778.06 (687.23) 353.28
Profit after tax from discontinued operations Nil Nil (0.29) Nil
Profit after tax 1450.65 1778.06 (687.52) 353.28
Other Comprehensive Income 353.96 471.33 (360.49) 472.23
Total Comprehensive Income for the period 1096.69 2249.39 (1048.01) 825.51


The outbreak of COVID-19 pandemic globally and in India is causing significantdisturbance and own of economic activity has had impact on slowd the business of theCompany. The hotel business came to a complete halt when nationwide declared by the PrimeMinister of India lockdown was w.e.f 22 nd March 2020. Due to the lock down thedispatches have impacted for later'20 and the profitability to that extent for the part ofthe March year 2019-20.

During the lockdown period the hotel business was operating with minimum operations.The lockdown as had a massive cascading effect on the h hotel as with the cancellation offlights and trains across the country the hotel bookings ts have had faced monumentalcancellations even and even from the month of February i.e. before the nationwide lockdowndeclared in the wake us crisis. The hotel business did a little food and of the coronavirbeverage business by making home deliveries.

The hotel business estimates a deep downfall in its revenue and profitability withminimaliness duringgroup bus the remaining year as various corporates have extended theirwork from home and social events being cancelled dueon and resumption of flight operationswill take to panic situati some more time.


During the financial year 2019-20 an amount ` 150of lakhs ` ( 150 lakhs last year) hasbeen transferred to General Reserve out of the amount available for appropriation.


The Covid-19 pandemic and the long lockdown declared by the government has createduncertainty npredictabilityand foru the Company. Therefore the Board has decided not torecommend any dividend for the financial year to conserve resources.ended 2019-20


During the financial year ended 2019-20 Hyatt Regency Kolkata (the hotel) hasbeenading the market in occupancy by closing the successful in le year at 80% compared tocity average closure of 65% securing major project-based business ning its leadingposition in weddings in the and sustai city while focusing on corporate MICE as well. Thehotel has been largely successful the relevant wedding dates during the last year. In inbooking all spite of increased competition the hotel managed to maintain its 2 nd rank onRevPARng the city at Rank 1 in occupancy through level while leadi innovative pricingtechnique and market mix which in turn did boost up the customer yalty build up toachieve repeat revenue. experience lo During the financial year 2019-20 there were nomaterial changes and commitments affecting l positionfinancia of the Company which haveoccurred in the period to which the financial statements and the report relate. Furtherthere een no change in the nature of business of the has b Company. The only hit was facedin the month of February and March 2020 due to the -19 pandemic with cancellations offlights outbreak of Covid and trains across the country the hotel bookings and events andcomplete nationwide lockdown.


The Company has three subsidiaries namely Robust Hotels Private Limited Chennai awholly nd a material unlisted Indian Subsidiary GJS owned a Hotels Limited Kolkata awholly owned and unlisted Indian Subsidiary and Regency Convention and Hotels LimitedKolkata a wholly owned Centre and an unlisted Indian Subsidiary. Robust Hotels PrivateLimited which was a one-stepy in previous year 2018-19 has now became a down subsidiarwholly owned subsidiary pursuant to the effectiveness of the Scheme of Arrangement on thbeing the effective date of the Scheme. 24 July 2019 Robust Hotels Private Limited(RHPL) which owns and operates Hyatt Regency Chennai (Chennai s pleasedHotel) to reportithe operating performance of` 92.77 crores. The Hotel had targeted an increased turnoverfor the financial year ended-up with drop in total under review but revenue which ismainly due to drop in occupancy of rooms on account of Covid-19h quarter of the financialyear ended 2019-20.pandemic in 4t The financial impact of pandemic on the Hotel for thecurrent financial year i.e. 2020-21 d to be very severe. Your directors are hopeful thatis expecte the Business is likely to stabilize and the Hotel will achieve occupancy of 45toarter of FY 2020-21. 50% in the last qu With reference to GJS Hotels Limited theCompany has filed drawings with Bhubaneswaroration (BMC) for its hotel project on theMunicipal Corp leasehold land. The sanction of the drawing is awaited. The Company is yetto get the permission the General Administration Department (GA of Dept.) Government ofOdisha to start construction of the hotel project at the plot od for the completion of thehotel project in terms as the time peri of Lease Deed has expired. In this regard theCompany has applied to the GA Dept.isha for the extension of lease period of theGovernment of Od leasehold land to start the construction at the site. Necessary dialoguehas been initiated GA Dept. Government of Odisha for granting with the extension of timeto start the project and the Company is also exploring the new conditions by the proposedGA Dept. Government of Odisha. Further Company is also following up with theArchaeological and Fire Safety Department f No Objection Certificate (NOC) and Fire forissue o Safety Recommendation. The Company has also appointed a renowned architecturalfirm for oject during the financial year ended 2019- its hotel pr 20. The Company hasfurther appointed a reputed security agency to protect/guard the land.

Primary inspection by Archaeological Survey of India Bhubaneswar Office has been doneon er 6th 2019.Decemb Further security rest room Company's sign board which all gotdestroyed and broken by Fani cyclone during April-May een re-built plus the jungle/ bushof the land 2019 has b has been cleared in December 2019 for further inspection. TheCompany is hopeful of a positive response from the Government of Odisha and has llowing upwith various Departments in order been actively fo to start the construction of the hotelproject at the earliest.

However the Company could not do the follow up & met the officers of variousdepartmentsernment ofof the OdishaGov from the month of February 2020 due to the outbreakof Covid-19 pandemic. As far as the legal Suit No. 6846 of 1999 filed by the Company'swholly owned subsidiary Regency Convention Centre and Hotels Limited (Regency) againstAirport Authority of India (AAI) & Ors in the High Court of Judicature at Bombay is dand its slow progress in more than last 20 years concerne and pursuant to the discussionand understanding with Mumbai International Airport Limitedour Company considered theprospect of (MIAL) y amicable settlement of the dispute through MIAL and accordingly theCompany Regency and xecuted a Share Purchase Agreement MIAL have dated 20 th April 2019(SPA) wherein MIAL has agreed to buy Company's 100% investmentpurchase consideration of inRegency `64 crores against which the Company has received an advance `23 croresof fromMIAL. The SPA is subject to fulfillment of certain conditions including withdrawal of thelegal Suit by Regency. However the terms of the SPA could not be Long Stop Datefulfilledby the30 June 2019 mentioned therein and now MIAL has agreed to extend the Long Stop Dateto 31st March 2021 to nsideration of Rs. 41 crores with an interest pay the balance co atthe rate of 8.25% p.a. for the period commencingst from 1 July 2019 till the revised e toLong complete Stop the Dattransaction. Further notwithstanding the above developmentCompany is always open to consider a hotel project at theinCSIfuture Airport Mumbaisubject to a suitable opportunity terms process business and economic environment.Regency shall pursue gal case till the completion of the transaction the le with the MIAL.

Pursuant to the provisions of Section 129(3)of the Companies Act 2013 a statementcontaining salient features of the financial statements of each of the subsidiaries of theCompany in Form AOC-1 is annexed herewith Annexure-I marked to this Furtherpursuant to the provisions of Section 136 of the Act the financial statements nyconsolidated financial statements along with of the Compa relevant documents and separateaudited financial statements in respect of subsidiariesle are on availab the website ofthe Company The Consolidated Financial Statements ofthe Company are prepared in accordance with Indian ng StandardsAccounti notified under theCompanies (Indian Accounting Standards) Rules 2015 (Ind AS') and forms an integral partof this report.

The Policy for determining material subsidiaries of the Company has been providedinink: the following l


The Scheme of Arrangement between the Company GJS Hotels Limited (GJS) and RobustHotelsmited (RHPL) andPrivate Li their respective shareholders and creditors undersections 230 and 232 of the Companies Act 2013 forestment division of GJS a wholly-ownedDemerger of inv subsidiary into the Company and reorganisation of share capital of RHPLhas been sanctioned CLT Benches Kolkata and Chennai vide its by the N order dated 6 thFebruary 2019 and 24 th June 2019 respectively.

The Scheme had become effective fromth 24 July 2019 being the Effective Date withsteffecth 2016from being31 Marc the Appointed Date. Requisite steps have been taken by theCompany to give effect to the Scheme.

Consequent to giving effects of the Scheme all the securities held by GJS in RHPL eCompany and accordingly RHPL became a transferred to th wholly owned subsidiary of theCompany.


On 14 th November 2019 the Board of Directors of the Company approved a Scheme ofArrangement er and Reduction of Capital between Demerg the Company and its wholly ownedsubsidiary Robust Hotels Private Limited(RHPL) and their shareholders and creditors underSections respective 230-232and 66 of the Companies Act 2013 (“the Scheme”) forinter alia: i) demerger and transfer of the undertaking business activities andoperations of the Company pertaining to 'Securities Trading Unit 'comprising oftreasury/liquid investments which are being regularly traded bonds mutual funds andcertainshares companiesof (which already are under an agreement of sale part performancecompleted)(“Demerged Undertaking”) from the Company into RHPL as a goingconcern in compliance with Section 2(19AA) of Income Tax Act 1961; ii) capitalization ofreserves of the Company and issuance and allotment of fully paid-up y shares having facevalue of Rs. 10/- each bonus equit (“Bonus Shares”) by the Company to its equityshareholders (as of the Record Date) meaning 1 (one) Bonus Share for every the ratio1:2 2 (two) equity shares of the Company ranking pari passu with the existing equityshares of the Company; iii) reorganization and reduction of shares of RHPL held by theCompany (without any consideration) ith 'Appointed Date' being the same as the w Effectivedate or such other date as may be modified/fixed by the Tribunals; iv) upon effectivenessof the Scheme RHPL shall issue & allot equity shares to the shareholders ofe Companyin the ratio of 1:1 i.e. 1(one) fully paid-up equity share of having a face value of `10/- each for every 1 (one) fully paid-up equity share of the Company having a face valueof ` 10/- held by a shareholder of the Company as on the Record Date (to be determinedheme and the 2013 Act) and the shares in terms of the Sc of RHPL shall be listed andadmitted for trading on all the stock exchanges whereof the Company are listed. the equityshares The Scheme along with necessary documents was filed by the Company on 28thJanuaryock exchanges where the equity shares of 2020 with the st the Company are listed.The Company has received Observation Letters dated 21 st May 2020 ited (BSE) being thedesignated stock from BSE Lim exchange of the Company and National Stock Exchange of IndiaLtd (NSE) so as to file the Hon'ble National Company Law Tribunal the Scheme with BenchesKolkata & Chennai. In compliance with the requirement mentioned in the observationletters received from BSE tedand21 st NSE Mayda 2020 the Company Application has beenfiled through e-mode with the Hon'ble NCLT Bench Kolkata on Tuesday st 2020 havingfiling no. 1908134/00063/2020 21 July for receiving necessary Directions/Orders inrespect of convening the meeting of the equity ders and creditors for approval of theScheme. sharehol Further RHPL is in the process of filing the application with theHon'ble NCLT Bench eceivingChennai Ordersfor inr respect of convening/dispensing with themeeting of its equity shareholders and creditors for approval cheme. of the S

All stakeholders can see the Scheme documents including the observation letters dated21.05.2020 the Company'sin weblink and website of theBSE at and NSE at

AUDITORS & AUDITORS' REPORT: Statutory Auditors:

M/s. Singhi & Co. Chartered Accountants (Firm Registration No. 302049E) wasappointed utoryas Auditorsthe Statof the Company at the Annual General Meeting (AGM) heldon 28 th July 2017 for a period of five (5) consecutive have submitted a certificateconfirming that years. They their appointment is in accordance with Section 139 read withSection 141 of the Companies .During the year under review no offence of Act 2013 fraudwas reported by the Auditors of the Company.

Statutory Auditor's Qualifications:

Please refer to the audit report on standalone financial statement and consolidatedfinancial ents of the Company for the financial year ended statem 31st March 2020.

Explanation to Auditors' Comment:

The Auditors' Qualification has been appropriately dealt with in Note No. 50 ofthendalone audited financial statements and Note Notes to the sta No. 52 to theconsolidated audited financial statements which are self-explanatory and not call for anyfurther comments. The Auditors' therefore do Report is enclosed with the financialstatements in this Annual Report.

Internal Auditor:

Pursuant to Section 138 of the Companies Act 2013 read with Rule 13 of the Companies(Accounts) es 2014 and other applicable provisions if Rul any of the Companies Act2013 your Board based on the recommendation of the Auditinted M/s. S.S. Kothari Mehta& Co. Committee appo Chartered Accountants to conduct internal audit for thefinancial year 2019-2020. The said nt ceasedappointme to be effective on 31st March 2020.Suitable resolution has been passed by the Board for the appointment of internal heFinancial Year 2020-21. auditor for t

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 your Board hadAbhijit Majumdar & Associates Practicing appointed M/s. Company Secretary(COP No.18995) to undertake Secretarial Audit of your Company y TheSecretarial Audit Report in Form MR-3 for the financial year ended 31 st March 2020 isannexed herewith Annexure-II marked to this Report. The Secretarial Audit as Report doesnot contain any qualification reservation or adverse remark.

The appointment of M/s. Abhijit Majumdar & Associates Practicing CompanySecretary ceased to fective on 31 be st ef March 2020. The Board has reappointed M/s.Abhijit Majumdar & Associates Practicing Company Secretary as the Secretarial tor ofyour Company for the financial year Audi 2020-21.


Pursuant to the provisions of Section 152 of the Companies Act 2013 and Company'siationArticlesMr.of RadheAssoc Shyam Saraf (DIN: 00017962) Director retires by rotationand being eligible offers himself for reappointment ensuing at Annualthe General Meeting.The Board recommends his reappointment. Brief details of the Director who is proposed tobe required under Regulation 36 of the -appointed as (Listing SEBI Obligations andDisclosure Requirements) Regulations 2015(SEBI Listing Regulations 2015) are provided inthe Notice of Annual General Meeting. On the recommendation of Nomination and RemunerationCommittee of the Company the Board s at its meeting held on 3 of Director rd February2020 has re-appointed Mr. Umesh Saraf (DIN No: 00017985) and Mr. Arun K Saraf (DIN No:Joint00339772)Managing as directors of the Company for a period of five years with effectfrom 22 nd February 2020 and 4 th August 2020 respectively. Brief profile of Mr. UmeshSaraf and Mr. Arun K Saraf including the terms and conditions of re-appointment andremuneration payable nd such other matters including interest of to them directors in suchre- appointment as required under Sec 196 of the Companies Act 2013 ulation 36 of SEBIListing Regulation 2015 is read with Reg provided in the Notice convening the AnnualGeneral Meeting.

None of the Directors on the Board of your Company has been debarred or disqualifiedintedfromorbeing to continueappo as Director of the Company by SEBI MCA or any otherstatutory authorities.

Pursuant to Section 149 of the Companies Act 2013 read with Regulation 17 (1)(a) ofgulations 2015 a Woman Director should be SEBI Listing Re a member of the Board ofDirectors of the Company. In accordance with laws the Board upon recommendation ofNomination and of Directors Remuneration Committee at its meeting heldrd on 3 February2020 has re-appointed Mrs.DINRitaNo:Bhimani 07106069)( as a Woman Independent Director ofthe Company for a second term of five years with effect from 31 st March 2020 to 30 thMarch 2025 approvals subject to the of the shareholders in the ensuing 13 th AnnualGeneral Meeting of the Company.

Further in terms of Regulation 17(1A) of the SEBI Listing Regulations 2015 thecontinuationrectorship ofof Mrs.di Rita Bhimani (DIN No: 07106069) as a non-executivewoman independent director of the Company after the attainment of the age of 75 years ised for the recommend approval of members by way of Special Resolution at the forthcomingAnnual General Meeting.

The Company has received annual declarations from all the Independent Directors of thermingCompany that confi they meet the criteria of independence as prescribed under Section149(6) of the Companies Act 2013 Rule 6(3) of The es (Appointment and Qualifications ofCompani Directors) Rules 2014 and Regulations 16(1)(b) and 25 of the SEBI ListingRegulations re has been no change in the circumstances 2015 and the which may affecttheir status as an Independent Director during the year.

Also your Company has received annual declarations from all the Independent Directorsofy confirmingthe Compan that they have already registered their names with the data bankmaintained by the Indian Institute of Corporate Affairs IICA”] Manesar as prescribedby the Ministry of [“ Corporate Affairs under the relevant rules.


Pursuant to the provisions of the Companies Act 2013 read with the rules madethereunder isting Regulationsand SEBI L2015 performance evaluation of DirectorsCommittees and Board as a whole was carried out.

The performance of every Director and the Board as a whole was evaluated by theNomination and eration Committee (NRC) and the Board Remun seeking inputs from all theDirectors. The performance of the Committees was evaluatedseekingby theinputsBoardfrom theCommittee members. Performance evaluation criteria for Board Committees of the Board andDirectors were reviewed pproved by the Board at its meeting held on and a 25th May 2017in terms of SEBI's Guidance Note dated 5 January 2017 on Board Evaluation me were placedon the Company's weblink: and the sa

The Board and the NRC reviewed the performance of individual Directors on the basis asthe contribution of the individual Director to of criteria such the Board and Committeemeetings.

Due to the outbreak Covid-19 pandemic and subject to the relaxation provided by theorateMinistry Affairsof Corp (MCA) vide its circular No. 11/2020 dated 24 th March 2020no separate meeting of Independent Directors of the Company was uring the financial yearunder review. held d The Company's Nomination & Remuneration Policy as provided inSection of the 178 Companies Act 2013 is availablete ofon the websi Company at


The Company recognizes and believes that a diverse Board will enhance the quality ofadeby the Board by utilizing different skills the decisions m qualifications professionalexperiences knowledge gender ethnicity background and other uisheddisting qualitiesetc. of the members of the Board necessary for effective corporate governancesustainable and balanced development. The Board recognizes the importance of a diversecomposition and has adopted a Board Diversity y as required under Regulation 19 read withPolic Part D of Schedule II of SEBI Listing Regulations 2015 which sets out the approacheBoardto diversity. diversityThpolicy is available on ourweblink:


In accordance with the provisions of Sections 134(3)(c) and 134(5) of the CompaniesAct e preparation of the annual accounts for the 2013 for th financial year ended 31 stMarch 2020 and based upon representations from the Management ates that: the Board st a)in the preparation of the annexed accounts for the year ended 31 st March 2020 the ntingstandards have been followed along applicable accou with proper explanation relating tomaterial departures if any; b) the Directors have selected such accounting policies andapplied them consistently and ents and estimates that are reasonable made judgm andprudent so as to give a true and fair view of the state of affairs of the Company thefinancial year under review and of the profit at the end of of the Company for that year;c) the Directors have taken proper and sufficient care for the maintenance of adequatecords in accordance with the provisions of accounting re the Act for safeguarding theassets of the Company and for preventing and detecting irregularities; fraud and other d)the said accounts has been prepared on a going concern basis; e) internal financialcontrols to be followed by the Company have been laid down and ontrols are adequateandthat internal c were operating effectively; and f) proper systems to ensure compliancewith the provisions of all applicable laws have to ensure such systems are adequate andbeen devised operating effectively.


The information required pursuant to Section 134(3)(m) of the Companies Act 2013 readwith ) of the Companies (Accounts) Rules 2014 Rule 8(3 pertaining to conservation ofenergy technology absorption and foreign exchanges earning and to the extent possible inthe opinion of your outgo Directors is annexed hereto Annexure-III as and forming part ofthis Report.


Details of employee remuneration as required under provisions of section 197(12) oftheh RuleAct read 5(2) andwit 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 form part of this Report ed asAnnexure-IV and mark .


All related party transactions that were entered by the Company during the financialewwere in the ordinary course of business and year under revi on arm's length basis. Therewere no contracts or arrangements entered into by the Company ance with the Section 188 ofthe Companies in accord Act 2013 and there was no material related party transactions interms of Regulation Listing Regulations 2015. Thus disclosure as 23 of the SEBI requiredin Form AOC-2 in terms of Section 134 of the Companies Act 2013 is not relevant to panyat present. Prior omnibus approval was the Com obtained for related party transactionswhich are repetitive in nature and entered inoursethe ofordinary businessc and are atarm's length. All related party transactions were placed before the Audit Committee forreview ons.a quarterly basi The Policy on related party transactions and dealing withrelated party transactions as the Board can be accessed on the Company's approved byweblink: . Thepolicy intends to ensure that proper reporting approval and disclosure processes are inplace for all transactions between the nd Related Parties. Company The details of thetransactions with related parties are set out in Notes to the StandaloneolidatedFinancialand Cons Statements pursuant to Ind AS.


Pursuant to Schedule V of Regulation 34(3) of the SEBI Listing Regulations report onManagement Discussion and Analysis 2015 Annexure-V as and Corporate Governance Report asper Regulation 34(3) read with Schedule V of the ulationsSEBI Listing 2015 Reg asAnnexure-VI and Compliance Certificate on Corporate Governance from the Practicing CompanySecretaries are o this Report. annexed t


As required under Section 135 of the Companies Act 2013 the Company had made theCSRuring expenditure the financiald year 2019-20. The Company implements the CSR projectsdirectly. The details of such initiatives CSR for the financial year 2019-20 are annexedand spend etc. marked as Annexure-VII to this report.

Besides the above the hotel has been involved in many CSR activities under “HyattThrive” The focus area during the financial year 2019- umbrella. 20 continued to beempowering youth and extending the support for diverse projects. Celebrating GlobalMonththeof service in June 2019 supporting Ektara with Hyatt Grant worth US $5000generating funds for NGO by selling s Women's Day Celebration by providing old newspaperan earning opportunity to women by introducing Paperbags made with old newspapers incoordination with Little Big Help were the highlights of various activities conducted overthe year. Further the hotel also participated in Hyatt's Global Program named RiseHY andappointed 6 opportunity youth till date. Our team members also participated in variousMarathons during the year. reated various other energizing experiences by The Team cvolunteering in social activities like participating in Jungle Crow Winter Camp etc. inmonetary contribution in the entire financial year addition to 2019-20. Approximately 366volunteer hours and $2860 was the contribution towards the . CSR activities The Company'sCSR Policy formulated in accordance with Section 135 of the Companies Act 2013 ith theCompanies (Corporate Social read w Responsibility Policy) Rules 2014 is available on theCompany's weblink:


During the year under review consequent to the requirements of reporting of itsbusiness lity initiativesresponsibi becoming mandatory under Regulation 34 (3)(f) the SEBIListing Regulations 2015 the Company has formulated a policy on Business Responsibilityhich lays down the broad w principles guiding the Company in delivering variousresponsibilities to its stakeholders. this policy is available at and Acopy of the Business Responsibility Report for the year ended 31 st March 2020 in termsof Regulation he SEBI Listing Regulations 2015 is given in 34 of Annexure-VIII and formspart of this report.


Your Company has an Internal Control System which is commensurate with the size scaley of its operations. The scope and authority and complexit of the Internal Audit functionis well defined in the organization. To maintain its independence the reporting is doneto the Chairman objectivity and of the Audit Committee of the Board.

The Audit Committee monitors and evaluates the efficacy and adequacy of internalcontrol systems your Company its compliance with operating in systems accountingprocedures and policies of your Company. Based on the Internal Audit Management undertakescorrective action in Report the their respective areas and thereby strengthens thecontrols. Significant audit observations ective actions suggested are presented to the andcorr Audit Committee of the Board. In the view of the Statutory Auditors of the Companyancial controls with respect to financial reporting the internal fin were adequate andoperating effectively during the financial year.


Your Company has adopted a Risk Management Policy pursuant to the provisions of Sectionthe Companies Act 2013 to identify and 134(3)(n) of evaluate business risks andopportunities for mitigation of the same on a continual basis. This ework seeks to createtransparency minimize fram adverse impact on business objective and enhance yourCompany's competitive advantage. In your ny risks are carefully mapped and a risk compamanagement framework is involved.

Your Company is faced with risks of different types each of which need varyingapproaches ation. Details of various risks faced by your for mitig Company and theirmitigation are provided in the Management Discussion and Analysis Report. any's riskmanagement policy formulated The Comp in accordance with Section 134(3)(n) of theCompanies Act 2013 as approved by the Boarde on is Company'savailabl weblink:



Pursuant to Section 134(3)(a) of the Companies Act 2013 as amended by the Companies(Amendment) 2017 the extractAct of annual return of the Company referred to in Section92(3) of the Companies Act 2013 and Rule panies12 (Managementof the Com andAdministration) Rules 2014 is available under the Company's weblink:


During the financial year ended 2019-20 the Board of Directors had five (5) meetings.ld on 10 These were th May 2019 5 he th August 2019 & 12th August 2019* 16 thSeptember 2019 14 th November 2019 and 3 rd February 2020. Then to attendance at themeetings details in relatio are disclosed in the Corporate Governance section which formsa part of this report.

*Meeting held on 12 th August 2019 is the adjourned meeting of 5 th August 2019.


The Audit Committee comprises of three (3) Directors amongst which two (2) areIndependent Non-Executive Directors namely Mr. Amal Chandra Chakrabortti and Mr. RamaShankar Jhawar and one (1) is Joint Managing Director mesh Saraf. There have been nonamely Mr. U instances during the financial year when recommendations made by the AuditCommittee were ed by the Board. The details of the not accept Committees along with theircomposition number of meetings and attendance at the meetings ded in theare proviCorporate Governance Report.


The Company is in compliance with the Secretarial Standards on Meetings of the BoardS-1) and General Meetings (SS-2) of Directors (S issued by the Institute of CompanySecretaries of India and approved by the Central Government.


Your Company has adopted a Whistle Blower Policy to provide a mechanism for theDirectors ees to report genuine concerns about and employ any unethical behavior actualand suspected fraud or violation of your Company's Code o person has been denied access tothe of Conduct. N Chairman of the Audit Committee. The provisions of the policy are inline with thetion 177 of the Companies Act 2013 read provisions of Sec with Regulation 22of the SEBI Listing Regulations 2015. The vigil mechanism/whistle canblower be policyaccessed on the Company's weblink: the year under review the Company did not receive any complaint under the policy.



The Company has always shown concerns to each and every employee working in theorganization. zero toleranceIt hastowards sexual harassment at workplace and has anInternal Complaints Committee to consider and redress of sexual harassment. The Companycomplaints has also adopted a policy on Prevention Prohibition and Redressal of SexualHarassment in line with the provisions of Sexual at Workplace Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and med thereunder with theobjective of the rules fra providing safe working environment for the benefit of theemployees. During the calendar the year Company2020has not received any complaints onsexual harassment.


Pursuant to the provisions of Section 134(3)(g) of the Companies Act 2013 particularsaranteesof loans investmentsgu and securities given under Section 186 of the CompaniesAct 2013 are given in the notes to thes forming part of this Annual report. financialstatement


Disclosures pertaining to remuneration and other details as required under Section197(12) ompanies Act 2013 read with Rule 5(1) of the C of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended rovided inAnnexure-IX are pto this report.


Your Directors state that no disclosure or reporting is required in respect of theasthere were no transactions on these items following items during the financial year2019-20 under review: i) Details relating to deposits covered under Chapter V of theCompanies Act 2013. ii) Issue of equity shares with differential rights as to dividendvoting or otherwise. iii) Issue of shares (including sweat equity shares) to employees ofthe Company under any scheme. iv) The Joint Managing Directors of the Company did notreceive any remuneration or commission ny of its subsidiaries. from v) No significant ormaterial orders were passed by the Regulators or Courts or Tribunals impact the goingconcern status and which could Company's operations in future.


Your Board express their deep sense of appreciation for the contribution made by theemployees e significant improvement in the operations of to th the Company.

The Directors also thank all associates including customers the Government of IndiaGovernment West Bengal Government Agencies Hyatt of Hotels Corporation U.S.A. BankersSuppliers Shareholders and others for their continuous ation and support. co-oper

For and on behalf of the Board of Directors
A C Chakrabortti Umesh Saraf Rama Shankar Jhawar
Director Joint Managing Director Director
(DIN :00015622) (DIN : 00017985) (DIN: 00023792)


31st July 2020