You are here » Home » Companies » Company Overview » Asian Hotels (West) Ltd

Asian Hotels (West) Ltd.

BSE: 533221 Sector: Services
NSE: AHLWEST ISIN Code: INE915K01010
BSE 00:00 | 17 Jan 188.65 0
(0.00%)
OPEN

188.65

HIGH

188.65

LOW

188.65

NSE 00:00 | 17 Jan 189.80 0
(0.00%)
OPEN

189.80

HIGH

189.80

LOW

189.80

OPEN 188.65
PREVIOUS CLOSE 188.65
VOLUME 549
52-Week high 309.30
52-Week low 179.00
P/E
Mkt Cap.(Rs cr) 220
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 188.65
CLOSE 188.65
VOLUME 549
52-Week high 309.30
52-Week low 179.00
P/E
Mkt Cap.(Rs cr) 220
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Asian Hotels (West) Ltd. (AHLWEST) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 13th Annual Report andAudited Financial Statements of your Company for the Financial Year ended on 31stMarch 2020.

FINANCIAL SUMMARY

Particulars

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
Total Income (including other income) 143.12 159.16 441.40 456.91
Profit before Interest depreciation amortization tax and exceptional items 38.53 50.02 162.93 173.15
Finance Income (0.26) (0.26) (5.73) (2.00)
Finance Cost 27.03 26.25 107.42 90.09
Depreciation and amortization expense 8.93 7.46 52.01 46.75
Profit Before Tax 2.84 16.58 9.22 38.31
Provision for Taxation
- Current Tax 0.78 4.59 0.78 4.59
- MAT Credit Entitlement 0.67 (0.38) 0.67 (0.38)
- Earlier year Tax (0.00) 0.01 (0.00) 0.01
- Deferred Tax Charge (Credit) (2.20) (14.31) 6.78 (40.36)
Profit After Tax 3.59 26.66 0.99 74.45
- Other Comprehensive Income/(Loss) 0.28 (0.03) 0.54 0.02
Total Comprehensive Income/(Loss) 3.87 26.63 1.53 74.46

IMPACT OF COVID - 19

In the last months of FY 2019-20 the pandemic COVID-19 developed rapidly into a globalcrisis. The operations of the Company's hotel were adversely impacted by way of reductionin occupancy in February and March 2020 due to social distancing norms travelrestrictions and subsequent nationwide lockdown announced by Government of India. YourCompany initiated various measures to contain the impact from COVID -19 with the healthand well-being of all employees and guests and minimizing disruption to servicesrationalise resources and initiatives to uplift revenue and to conserve cash. The Companyis undertaking all necessary cost saving measures like reduction in employees salariesnon declaration of commission to Directors of the Company for the Financial year 2019-20.

REVIEW OF OPERATIONS/ COMPANY'S AFFAIR

The Total Income of the Company for the financial year under review was ' 143.12Crores as against ' 159.16 Crores for the previous financial year ended on 31st March2019. The Profit before Interest depreciation amortization tax and exceptional items ofthe Company for the financial year under review was ' 38.53 Crores as against ' 50.02Crores for the previous financial year ended on 31st March 2019. The profit before tax(after interest and depreciation) was ' 2.84 Crores and total comprehensive income aftertax was ' 3.87 Crores for the financial year ended on 31st March 2020 as against ' 16.58Crores and ' 26.63 Crores respectively for the previous year ended on 31st March 2019.

DIVIDEND

The Board of Directors has not recommended/ declared dividend on the Equity shares/Preference shares of the Company respectively for the FY 2019-20.

CONSOLIDATED FINANCIAL STATEMENTS

As required by regulation 33 of the Listing Regulations the Audited ConsolidatedFinancial Statements together with the Auditors' Report thereon are annexed and form partof this Annual Report.

Your Company has prepared Consolidated Financial Statements in accordance with theapplicable Accounting Standards. The Consolidated Financial Statements reflect the resultsof the Company and that of its Subsidiary Company. Pursuant to Section 129(3) of theCompanies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 thestatement containing salient features of the financial statements of the Company'sSubsidiary are prepared in form AOC-1 which is annexed as Annexure 1 herewith andforms a part of this report.

SUBSIDIARY COMPANY

As on date your Company has one Subsidiary Company - Aria Hotels and ConsultancyServices Private Limited (ARIA). ARIA is the owner of 523 rooms 5-Star deluxe hotel underthe brand J. W. Marriott at New Delhi Aerocity Hospitality District Near IGI AirportNew Delhi. During the year under review Hotel JW Marriott New Delhi has won variousaccolades like:

• Ranked among the top 52 restaurants & bars - Asia Pacific by Marriottinternational in April 2019.

• In August 2019 K3 restaurant was also awarded with Favorite Indian Restaurant(In a Hotel) by PeakLife Gourmet Awards 2019 and Best World Cuisine by Food Award 2019 inNovember 2019.

• In September 2019 Hotel JW Marriott has won the "Best Hotel in NewDelhi" - award by Business Traveler Awards 2019 Asia-Pacific and the Hotel was alsoawarded with Best Luxury Hotel in New Delhi" - by ET Now Greenotels Award for ExtraLarge Format Hotel (250+ ROOMS)" by Greenotels "Best Initiative in SustainableDevelopment and Social Responsibility" awarded by ET Now and 2019 Sustainable Hotelfor South Asia in the Luxury Segment" by Marriott International in December 2019.

ARIA is a material subsidiary of the Company. The Board of Directors of the Company hasapproved a Policy for determining material subsidiaries which is in line with the ListingRegulations as amended from time to time. The Policy is available on the Company's websiteat www.asianhotelswest.com/Policies.

CAPITAL STRUCTURE

During the year under review there was no change in the Authorised share capital ofyour Company. The Authorised share capital of the Company is ' 40 Crore. The paid upequity share capital as at March 31 2020 stood at ' 116512100. During the year underreview the Company has not issued shares or convertible securities or shares withdifferential voting rights nor has granted any stock options or sweat equity or warrants.As on March 312020 none of the Directors of the Company hold instruments convertibleinto Equity Shares of the Company.

INVESTMENT MADE DURING THE YEAR

During the period under review Company has not made any Investment.

DEBT

Total outstanding Term Loan as on 31st March 2020 is ' 230.28 Crores (Last year '229.56 crores). After adjustment of ancillary borrowing cost as per India AccountingStandards the amount of outstanding debt as on 31st March 2020 is ' 218.46 Crores.

The above borrowings are within the powers of the Board of Directors of the Company andapproved by the shareholders of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the requirement of the Companies Act 2013 and pursuant to theArticles of Association of the Company Mr. Sudhir Gupta Executive (Whole-Time) Directorand Mr. Sandeep Gupta Executive (Whole-Time) Director of the Company are liable to retireby rotation at the forthcoming Annual General Meeting and being eligible offersthemselves for re-appointment. The Board of Directors recommends their re-appointment.

Further during the period under review the Board of Directors on recommendation of theNomination and Remuneration Committee appointed Mrs. Vinita Gupta as an AdditionalDirector with effect from December 23 2019 and recommended the same for the approval bythe members of the Company. The shareholders of the Company in its Meeting (EGM) held on11th March 2020 had appointed Mrs. Vinita Gupta as Non-executive Director of the Companyliable to retire by rotation.

All the Independent Directors have confirmed that they meet the criteria ofindependence as laid down under the Act and Listing Regulations. They have declared thatthey do not suffer from any disqualification specified under the Act.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said Rules areprovided in the Annexure 2 forming part of this Report.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annexure 3 formingpart of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS AND BUSINESS RESPONSIBILITY REPORT

The Management Discussion and Analysis as required under regulation 34(2)(e) of theListing Regulations and Business Responsibility Report as required under regulation34(2)(f) of the Listing Regulations is annexed as Annexure 4 herewith and forms apart of this report.

CORPORATE GOVERNANCE

Your Company is committed to high standards of the corporate ethics professionalismand transparency. More than half of the Board is comprised of Independent Directors. YourCompany is in compliance with the governance requirements provided under the CompaniesAct 2013 and Listing Regulations. Your Company has in place all the Committees requiredunder the applicable law(s).

As required by regulation 34 of the Listing Regulations a Report on CorporateGovernance for the Financial Year 2019-20 along with Practicing Company SecretaryCertificate on Corporate Governance is annexed as Annexure 5 herewith and forms apart of this report.

COMPLIANCE UNDER COMPANIES ACT 2013

Pursuant to Section 134 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 your Company has complied with the compliance requirements and the detail ofcompliances under Companies Act 2013 are enumerated below:

• Extract of Annual Return

As per the provisions of section 92(3) of the Companies Act 2013 an extract of theannual return in Form No MGT 9 of the Companies (Management and Administration) Rules2014 is annexed as Annexure 6 herewith and forms a part of this report.

• Board and Committee Meetings

During the year five (5) Board meetings were held. The Meetings were held on May212019 August 12 2019 November 12 2019 December 23 2019 and February 14 2020. Theintervening gap between the meetings was within the period prescribed under the Section173 of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The details of all Board and Committee meetings held are given in theCorporate Governance Report annexed herewith for the Financial Year ended March 312020.

The Board meeting dates were finalized in consultation with all Directors and agendapapers backed up by comprehensive notes and details background information are circulatedwell in advance before the date of the meeting thereby enabling the Board to take informeddecisions.

• Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 the Directors based on therepresentations received from the management confirms that:

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

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

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 theCompany and that such internal financial controls are adequate and were operatingeffectively.

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

• Auditors & Auditors' Report

M/s S.R. Batliboi & Co. LLP Chartered Accountants (Firm Registration No301003E/E300005) were appointed in compliance with provisions of the Companies Act 2013read with the rules made thereunder in the 10th AGM of the Company for period of 5 yearsupto conclusion of 15th AGM of the Company.

The Report of the Statutory Auditor along with Annexures forms a part of this AnnualReport. The Auditors' Report to the Members for the year under review issued withunmodified opinion.

During the year under review the Auditors had not reported any matter under Section143(12) of the Companies Act 2013. Therefore no detail is required to be disclosed underSection 134(3)(ca) of the Companies Act 2013.

• Internal Audit

M/s. RSM Astute Consulting Private Limited (Company Registration No 156827) theinternal auditors of the Company for the financial year 2019-20 have conducted periodicaudit of all operations of the Hotel Hyatt Regency Mumbai. The Audit Committee of theBoard of Directors has reviewed the findings of Internal Auditors regularly and theirreports have been well received by the Audit Committee.

• Secretarial Audit

Pursuant to provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s PI & Associates Company Secretaries (Partnership Firm Registration NoP2014UP035400) to undertake the Secretarial Audit of the Company for the Financial Yearended 31st March 2020.

The Secretarial Audit Report (in Form MR-3) is annexed as Annexure 7 hereto andforms a part of this report. The comments of Secretarial Auditors are self-explanatory andtherefore do not call for any further clarifications/comments.

• Cost Audit

In terms of Rule 8 of the Companies (Accounts) Amendment Rules 2018 read with Section148 of the Companies Act 2013 the Central Government has not specified the maintenanceof cost records under Section 148 of the Companies Act 2013 for the services provided bythe Company.

• Compliance with Secretarial Standards on Board and General Meetings

The Company has complied with all the applicable provisions of Secretarial Standards 1and 2 as issued by the Institute of Company Secretaries of India and notified by CentralGovernment.

• Particulars of Loan Guarantees or Investment under section 186 of the CompaniesAct 2013.

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in Note No 48 to the standalone financialstatements.

• Related Party Transactions

In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is also available onCompany's website at www.asianhotelswest.com/policies. The Policy intends to ensure thatproper reporting approval and disclosure processes are in place for all transactionsbetween the Company and Related Parties.

All transactions entered by the Company with Related Parties were in ordinary course ofbusiness and at arm's length basis. The Audit Committee granted omnibus approval for thetransactions (which are repetitive in nature) and the same were reviewed by the AuditCommittee and Board of Directors on regular basis.

There was no materially significant transaction with related parties during theFinancial Year 2019-20 and none of the transactions with any of related parties were inconflict with the Company's interest.

Particulars of contracts/ arrangements with related parties as referred to insub-section (1) of section 188 of the Companies Act 2013 are given in Form AOC 2 and thesame is annexed as Annexure 8 hereto and forms a part of this report.

Suitable disclosure as required under Ind-AS-24 has been made in Notes to the FinancialStatements.

• Material Changes and commitments if any affecting the Financial Position of theCompany which have occurred between March 31 2020 and date of report.

In the last months of FY 2019-20 the pandemic COVID-19 developed rapidly into a globalcrisis. The operations of the Company's hotel were adversely impacted by way of reductionin occupancy in February and March 2020 due to travel restrictions and subsequentnationwide lockdown announced by Government of India.

Both the Hotels (owned by the Company and Subsidiary) were partially closed during lockdown as a result revenue of both the hotels was dropped drastically as compared to sameperiod of previous year.

• Change in the Nature of Business if any

During the period under review there has been no change in the nature of business.

• Conservation of Energy Foreign Exchange Earnings & Outgo

Information required under Section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014 pertaining to the conservation of energyforeign exchange earnings and outgo is furnished in the Annexure 9 hereto and formsa part of this report.

• Risk Management Policy

As part of the risk assessment and minimization procedures the Company had identifiedcertain risk areas with regard to the operations of the Company and initiated stepswherever possible for risk minimization. The Company's Board is conscious of the need toreview the risk assessment and minimization procedures on regular intervals.

• Committees of the Board

a) Audit Committee

In terms of section 177 of the Companies Act 2013 and Regulation 18 of the SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015 your company has inplace audit committee of Board of Directors with Mr. Raj Kumar Bhargava as the Chairpersonof the Committee Mr. Surendra Singh Bhandari and Mr. Surinder Singh Kohli as members.

The terms of reference of Audit Committee are confined to the Companies Act 2013 andRegulation 18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015read with Part-C of Schedule II of the Listing Regulations.

The details of meetings with attendance thereof and terms of reference of auditcommittee have been provided in the Corporate Governance Report which forms part of thisreport.

b) Stakeholder's Relationship Committee

The Company has also formed Stakeholder's Relationship Committee in compliance with theprovisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015. The details about the composition of the said committeeof the Board of Directors along with the attendance thereof have been provided in theCorporate Governance Report which forms part of this report.

c) Nomination and Remuneration Committee

In terms of section 178 of the Companies Act 2013 read with the Companies (Meeting ofthe Board and Power) Rules 2014 and Regulation 19 of the SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 your Company has in place duly constitutedNomination and Remuneration Committee of Board of Directors. The details of thecomposition of the committee along with other details have been provided in the CorporateGovernance Report which forms part of this report.

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The Policy broadly lays down the guiding principles philosophy and the basis for paymentof remuneration to Executive and Non-Executive Directors (by way of sitting fees andcommission) Key Managerial Personnel Senior Management and other employees. The policyalso provides the criteria for determining qualifications positive attributes andIndependence of Director and criteria for appointment of Key Managerial Personnel / SeniorManagement and performance evaluation which are considered by the Nomination andRemuneration Committee and the Board of Directors while making selection of thecandidates. The above policy has been posted on the website of the Company atwww.asianhotelswest.com/Policies.

d) Corporate Social Responsibility (CSR) Committee

In terms of section 135 of the Companies Act 2013 and rules framed thereunder theCompany has duly constituted a Corporate Social Responsibility Committee to recommend andmonitor expenditure on CSR. The committee comprises of Mr. Sudhir Gupta as the Chairpersonand Mr. Raj Kumar Bhargava and Mr. Surendra Singh Bhandari as members.

Based on the recommendations of the CSR Committee the Company has laid down a CSRPolicy which is displayed on the website of the company. The policy on Corporate SocialResponsibility (CSR) is adopted by the Company to align its philosophy to initiatemeasures and pursue socially useful programmes with the objectives and activities of CSRenvisaged and incorporated in the Companies Act 2013 and the rules made there under. Thelink of the said policy is www.asianhotelswest.com/Policies.

During the year Company has contributed ' 1035000/- (Rupees Ten Lacs Thirty FiveThousand only) towards Corporate Social Responsibility (CSR). The committee met onceduring the financial year ended March 312020. The Report on CSR activities is attached asAnnexure 10 to this Report.

e) Risk Management Committee

Your Company has constituted Risk Management Committee as required under the ListingRegulations to identify and evaluate business risks and opportunities for mitigation ofthe same on a continual basis.

• Public Deposits

During the year under review your Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

• Amount Transferred to Reserves

During the year under review your company has not transferred any amount to reservesfor the financial year ended March 312020.

• Internal Control System and their Adequacy

The Company has standard operating procedures. It has in place adequate reportingsystems in respect of financial performance operational efficiencies and reporting withrespect to compliance of various statutory and regulatory matters. The internal auditorsof the Company had regularly conducted exhaustive internal audits pertaining to alloperational areas and their reports were placed before the Audit Committee for its reviewand recommendations.

• Performance Evaluation

Pursuant to the provisions of the section 134(3)(p) of the Companies Act 2013 readwith Regulation SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015the Board evaluated the overall effectiveness of the Board of Directors including itscommittees based on the ratings given by the Nomination and Remuneration Committee of theCompany.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board functioning such as Knowledge toperform the role; Time and level of participation; Performance of duties and level ofoversight; and Professional conduct and independence.

The Directors expressed their satisfaction to the above.

• Significant Material Orders Passed By Regulators

No significant material orders have been passed during the year under review by theregulators or courts or tribunals impacting the going concern status and Company'soperations in future.

• Vigil Mechanism / Whistle Blower Policy

Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and regulation 22 of the ListingRegulations the Company has established a vigil mechanism for its Directors and employeesto report their genuine concerns/ grievances. The mechanism also provides for adequatesafeguards against victimization of persons who use such mechanism and makes provisionsfor direct access to the Audit Committee Chairman.

Your Company hereby affirms that no Director/ employee have been denied access to theChairman of the Audit Committee and that no complaints were received during the year.

The details of the said mechanism are posted on the Company's websitewww.asianhotelswest.com.

• Green Initiatives

Electronic copies of the Annual Report and notice of the 13th AGM are sent to all themembers whose email addresses are registered with the Company /Depository Participant(s).

The Company is providing e-voting facility to all members to enable them to cast theirvotes electronically on all resolutions set forth in Notice. The instructions for e-votingare provided in the Notice.

• Prevention of Sexual Harassment at Workplace

The Company has zero tolerance policy against sexual harassment defined as anyunwelcome sexually determined behavior. As per the requirement of The Sexual Harassment ofWomen at Workplace (Prevention Prohibition & Redressal) Act 2013 (‘Act') andRules made there under the Company has constituted Internal Complaints Committees (ICC)for Hotel Hyatt Regency Mumbai. Ms. Shilpi Sinha is the presiding officer for HyattRegency Mumbai. During the year under review your Company received 2(two) complaints onsexual harassment which have been resolved and appropriate action taken wherevernecessary. There are no pending cases.

• General

Your Directors state that no disclosure or reporting in respect of the following itemsas there were no transactions on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.

Your Directors would like to express their sincere appreciation and gratitude to theCompany's valued customers the Government of India State Governments various FinancialInstitution(s) and Banks for their continued support and confidence in the Company. TheBoard would also like to place on record its deep sense of appreciation for the continuedconfidence reposed in the Company by the Shareholders as well as the sincere efforts putin by the executives and staff at all levels for progress of the Company.

For and on behalf of the Board of Asian Hotels (West) Limited
Place: New Delhi Sushil Kumar Gupta
Date : 25th August 2020 Chairman and Managing Director (DIN - 00006165)

.