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Benares Hotels Ltd.

BSE: 509438 Sector: Services
NSE: N.A. ISIN Code: INE664D01019
BSE 10:41 | 04 Jul 1838.95 31.40






NSE 05:30 | 01 Jan Benares Hotels Ltd
OPEN 1838.95
52-Week high 2629.00
52-Week low 1503.00
P/E 42.29
Mkt Cap.(Rs cr) 239
Buy Price 1772.00
Buy Qty 1.00
Sell Price 1832.95
Sell Qty 1.00
OPEN 1838.95
CLOSE 1807.55
52-Week high 2629.00
52-Week low 1503.00
P/E 42.29
Mkt Cap.(Rs cr) 239
Buy Price 1772.00
Buy Qty 1.00
Sell Price 1832.95
Sell Qty 1.00

Benares Hotels Ltd. (BENARESHOTELS) - Director Report

Company director report


The Directors hereby present the Forty Ninth Annual Report of BENARES HOTELS LIMITED ("BHL"or "the Company") along with the Audited Financial Statements for theFinancial Year ended March 31 2020.

(Rs Lakhs) (Rs Lakhs)
2019-20 2018-19
Income 6384 6039
Gross Profit for the year 2095 1816
Less: Depreciation 638 523
Less: Interest 108 76
Profit before tax 1350 1218
Less: Provision for Tax:
- Current Tax 312 272
- Deferred Tax –24 74
- Provision of tax of earlier years ( Net )
Profits after Taxes 1061 872
Add: Other Comprehensive Income (Net of Taxes) –12 2
Total Comprehensive Income 1049 874
Add: Balance brought forward from previous year 4872 4233
Changes in accounting policy - Transition impact of Ind AS 116 –153
Balance available for appropriations 5768 5107
Less: Dividend Paid –195 – 195
Less: Tax on Dividend –40 –40
Less: Amount transferred to General Reserve
Balance Carried forward 5533 4872


The rebranded hotel "Taj Ganges Varanasi" has received strong response in themarket. The hotel has completed the renovation in phases starting from 2017/18 in whichall 130 rooms including Lobby and the Tea Lounge have been renovated.

During the year your Company added three new additional suites and one additional roomto the inventory of Taj Nadesar Palace. Accordingly it has now 14 keys instead of 10keys. Also the company has operationalized Tented Jiva SPA at Taj Nadesar Palace.

The Total Income for the year ended 31st March 2020 at Rs. 6384 lakhs represents agrowth of 6% over the previous year. The room revenue increased by 9% driven by growth inrooms per day & average room rate. The Food & Beverage Revenues increased by 3%over the previous year.

The Gross Operating Profit (EBIDTA) achieved by the Company for the year was at Rs.2095 Lakhs thereby registered an increase of 15% over the previous year.

The Profit before Tax for the year was at Rs. 1350 Lakhs as compared to Rs. 1218 lakhsfor the previous year. The Profit after Tax for the year was at Rs. 1061 lakhs ascompared to Rs. 872 lakhs for the previous year.


Based on the performance of the Company and keeping in view of the uncertainty in thebusiness arisen out of the outbreak of Global Pandemic Covid 19 the Board recommended adividend @ 75% i.e. Rs 7.50 per fully paid Equity Share on 1300000 Equity Shares of facevalueRs 10 each for the year ended March 31 2020 (Previous Year Rs 15 per share).

The dividend on Equity Shares if approved by the Members would involve a cash outflowof Rs 97.50 lakhs.


The Indian Hotels Company Limited (IHCL) is the ultimate Holding Company of BHL. TheCompany does not have any subsidiary company.


In accordance of the provisions of Section 152 and other applicable provisions of theCompanies Act 2013 ("the Act") and the Articles of Association of the CompanyDr. Anant Narain Singh (DIN: 00114728) Director of the Company is liable to retire byrotation and being eligible offers himself for re-appointment. A resolution seekingShareholders' approval for his re-appointment forms part of the Notice.

During the year under report there was no change in the Directorship of the Company.

During the year under review the non-executive Directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission and reimbursement of expenses if any incurred by them for the purpose ofattending meetings of the Board/Committee and general meeting of the Company.


Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2020 are: Mr. Vijay Partap Shrikent Chief Executive Officer(CEO) Mr. Harish Kumar Chief Financial Officer (CFO) Ms. Vanika Mahajan CompanySecretary (CS)


During the year under review four (4) Board Meetings were held and the intervening gapbetween the meetings did not exceed the period of one hundred and twenty days the detailsof which are given in the Corporate Governance Report which is a part of this report.


At the 47th AGM held on August 24 2018 the members approved the appointment of PKFSridhar & Santhanam LLP Chartered Accountants (Firm Registration No.003990S/S200018) as the Statutory Auditors of the Company to hold office for a period offive consecutive years from the conclusion of the 47th AGM till the conclusion of the52nd AGM of the Company to be held in the year 2023 subject to ratification of theirappointment by Members at every AGM if so required under the Act. The requirement toplace the matter relating to appointment of Auditors for ratification by Members at everyAGM has been done away by the Companies (Amendment) Act 2017 with effect from May 72018. Accordingly no resolution is being proposed for ratification of appointment ofStatutory Auditor at the ensuing AGM.

The report of the Statutory Auditors along with the Notes to Schedules forms part ofthis Annual Report and contains an unmodified opinion without any qualificationreservation disclaimer or adverse remark.

The Statutory Auditors of the Company have not reported any fraud as specified inSection 143 (12) of the Act.


Pursuant to the provisions of the Section 204 of the Act and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Board of Directors haveappointed D. S. Associates Company Secretaries to undertake the Secretarial Audit ofyour Company for the financial year 2019-20. The secretarial audit report is attached tothis Report as Annexure 3. The report does not contain any qualifications reservationdisclaimers or adverse remarks.


Maintenance of cost records as specified by the Central Government under Section 148(1) of the Act is not applicable to the Company.


As per the requirement of Section 92(3) of the Act and Rules framed thereunder theextract of Annual Return for the Financial Year 2019-20 is furnished in Annexure - 4 inthe prescribed Form No. MGT-9 which is a part of this report.

The Annual Return for Financial Year 2019-20 is also available on the Company's websiteat https://


The Company has an Audit Committee with Mr. Moiz Miyajiwala Mrs. Rukmani Devi and Mr.Rohit Khosla as its members. During the year under report there was no change in theconstitution of the Committee.

In line with the Tata Code of Conduct (‘TCOC') your Company believes in theconduct of the affairs of its constituents in a fair and transparent manner by adoptingthe highest standards of professionalism honesty integrity and ethical behavior.

The Company has a Whistleblower Policy establishing vigil mechanism to provide aformal mechanism for the Directors and employees to report their concerns about unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct orethics policy. The policy provides for adequate safeguards against victimization ofDirectors and employees who avail of the mechanism and also provided them direct access tothe Chairman of the Audit Committee. It is affirmed that no personnel of the Company hasbeen denied access to the Audit Committee. The policy is in line with the provisions ofSection 177(9) of the Act and Regulation 22 of the SEBI listing Regulations. The saidPolicy can be accessed on your Company's website


The Company has the Corporate Social Responsibility (CSR) and Sustainability Committeeof the Board with Dr. Anant Narain Singh Mrs. Rukmani Devi and Mr. Rohit Khosla as themembers of the Committee. During the year under report there was no change in theconstitution of the Committee.

The Company has in place a CSR policy in line with schedule VII of the Act. The briefoutline of the CSR policy of the Company and the initiatives undertaken by the Company onCSR activities during the year under review are set out in Annexure - 2 of this report inthe format prescribed in the Companies (Corporate Social Responsibility Policy) Rules2014. The CSR policy is available on the website of your Company at


The Company has a Nomination and Remuneration Committee (NRC) of the Board with Mr.Moiz Miyajiwala Dr. Anant Narain Singh and Mrs. Rukmani Devi as the members of theCommittee. During the year under report there was no change in the constitution of theCommittee.

The Company has a policy relating to the payment of remuneration for the directorsKMPs and other senior employees pursuant to the provisions of section 178(3) and SEBIListing Regulations. The key features of the said policy are: - Overall remuneration(sitting fees and Commission) should be reasonable and sufficient to attract retain andmotivate directors aligned to the requirements of the Company; - Overall remunerationpractices should be consistent with recognized best practices - Within the parametersprescribed under the law the payment of sitting fees and commission will be recommendedby NRC and approved by the Board.

- The aggregate commission payable to the Directors will be recommended by NRC to theBoard based on company performance profits return to investors shareholder valuecreation and any other significant qualitative parameters as may be decided by the Board.

- The quantum of commission for each director shall be recommended by NRC to the Boardbased upon the outcome of the evaluation process drive by various factors includingattendance and time spent in the Board and committee meetings individual contributions atthe meetings and contributions made by the Directors other than in meetings.

It is affirmed that the remuneration paid to Directors KMPs and all other employees isas per the Remuneration policy of your Company. The Remuneration policy for DirectorsKMPs and other employees is uploaded on the website of your Company at documents/policies/remuneration.pdf


The Company has always believed in providing a safe and harassment-free workplace forevery individual working in the Company. The Company has zero tolerance for sexualharassment at its workplace and has adopted an Anti-Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 (‘POSH Act') and the Rules thereunder.

The Company has constituted an ‘Internal Complaints Committee' (ICC) in accordancewith the provisions of the POSH Act for the prevention and redressal of complaintsreceived regarding sexual harassment and for the matters concerned connected orincidental thereto.

During the financial year 2019-20 the Company received one complaint on sexualharassment. The said complaint was appropriately addressed and closed and the Respondentwas suspended through Third Party. No case remains pending as on March 31 2020.

The Company has complied with the applicable provisions of the POSH Act and the rulesframed thereunder including constitution of the ICC.


In terms of Section 149 of the Act and Regulation 16(1) of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Listing Regulations") Mrs. Rukmani Devi Mr. Moiz Miyajiwala and Mr.Puneet Raman are the Independent Directors of the Company as on March 31 2020.

Pursuant to the provisions of Section 149 of the Act the Independent Directors havesubmitted declarations that each of them meet the criteria of independence as provided inSection 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ofthe SEBI Listing Regulations. In terms of Regulation 25(8) of SEBI Listing Regulationsthey have confirmed that they are not aware of any circumstance or situation which existor may be reasonably anticipated that could impair or impact their ability to dischargetheir 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 confirmationsubmitted by the Independent Directors after undertaking due assessment of the veracity ofthe same. There has been no change in the circumstances affecting their status asIndependent Directors of the Company.

The Independent Directors of the Company have undertaken requisite steps towards theinclusion of their names in the data bank of Independent Directors maintained with theIndian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6of the Companies (Appointment & Qualification of Directors) Rules 2014.


The Company has an ongoing familiarization programme for the Independent Directors withrespect to their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company etc. All the Board members ofthe Company are afforded every opportunity to familiarize themselves with the Companystatutory changes impacting the Company its Management and its operations and all theinformation /documents sought by them is/are shared with them for enabling a goodunderstanding of the Company its various operations and the industry of which it is apart. The details of the familiarization programme for Independent Directors are disclosedon the Company's website under the weblink:


The Company had no employees during the year who were in receipt of remunerationaggregating to: (a) Not less than Rs. 102.00 lakhs for the year if employed throughoutthe financial year or (b) Not less than Rs. 8.50 lakhs per month if employed for part ofthe financial year.


The information required under Section 197 of the Act read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is furnished inAnnexure 1.


Finance cost for the year ended 31st March 2020 was Rs. 107.64 lakhs (Previous year Rs.75.8 Lakhs).

During the year INDAS 116 Accounting of Lease has got applicable with effect from01st April 2019. The total interest cost of Rs. 107.64 lakhs is break down as follows:Interest expenses on borrowings: Rs. 72.96 lakhs Interest on lease liability Rs. 34.68lakhs

DEPRECIATION - Rs. 638.10 Lakhs



The Company has not given any loans or guarantees nor has made any investments underSection 186 of the Act during the year under review.


The total borrowings (Inter Corporate Deposits) stood at Rs. 550 lakhs as at March 312020 borrowed at 9% from United Hotels Limited as against Rs. 500 lakhs as at March 312019.


The Company has not accepted any deposits from public covered under Chapter V of theAct and as such no amount on account of principal or interest on deposits from public wasoutstanding as on the date of the balance sheet.


All related party transactions that were entered into during the financial year underreport were at arm's length basis and in the ordinary course of business.

The Company has developed a Related Party Transactions Framework under the Policy onRelated Party Transactions which policy is also available at Company's website: for the purpose ofidentification and monitoring of such transactions. Prior omnibus approval of the Board isobtained for transactions which are of a foreseen and repetitive nature. The transactionsentered into pursuant to the omnibus approval so granted and a statement giving details ofall the related party transactions is placed before the Audit Committee for its approvalon a quarterly basis.

Other than transactions entered into in the normal course of business the Company hasnot entered into any materially significant related party transactions during the yearwhich could have a potential conflict of interest between the company and its promotersDirectors Management and/or relatives save and except that the transaction with TheIndian Hotels Co. Ltd. the ultimate holding company during the year exceeded 10% of theannual gross turnover of the Company for the previous year the approval for which wastaken from the shareholders by way of a special resolution at the AGM held on August 212015.


As required by SEBI Listing Regulations the report for the year 2019-20 on ManagementDiscussion and Analysis and Corporate Governance along with the Practicing CompanySecretary's Certificate regarding compliance of conditions of Corporate Governance normsas stipulated in Regulation 34 read along with Schedule V of the SEBI Listing Regulationsforms part of the Annual Report.


The Company has complied with Secretarial Standards on Board Meetings and GeneralMeetings issued by the Institute of Company Secretaries of India.


Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including the audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bythe Management and the relevant Board Committees including the Audit Committee the Boardis of the opinion that the Company's internal financial controls were adequate andeffective during the financial year 2019-2020.

Pursuant to Section 134(5) of the Act the Board of Directors to the best of itsknowledge and ability confirm that: a) in the preparation of the annual accounts theapplicable accounting standards have been followed and there are no material departures;b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period; c) they have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) they have prepared the annual accounts on a going concern basis;e) they have laid down internal financial controls to be followed by the Company and suchinternal financial controls are adequate and operating effectively; f) they have devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.


There are no material changes affecting the financial position of the Companysubsequent to the close of the financial year 2019-20 till the date of this report exceptthat arise on account of outbreak global pandemic Covid 19. The impact of Covid-19 on theCompany's financial statements has been given in Note 3(d) of the Notes to financialstatements for the year ended March 31 2020 and the Company's response to the situationarising from this pandemic has been explained in the Management Discussion and Analysiswhich forms part of the Annual Report.


During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and the Company'soperations.


Although not mandatory your Company has aligned Risk Management with Audit Committeeas a measure of good governance. The Committee is responsible for monitoring and reviewingthe Enterprise Risk Management process and ensuring its effectiveness. The Committee hasadditional oversight in the area of financial risks and controls. The major risksidentified by the businesses and functions are systematically addressed through mitigatingactions on a continuous basis. The details of the Committee and its term of reference areset out in the Corporate Governance Report.

Your Company has a Risk Management Policy pursuant to the provisions of Section 134 ofthe Act to identify and evaluate business risks and opportunities for mitigation of thesame on a continuous basis. This framework seeks to create transparency minimize adverseimpact on business objective and enhance your Company's competitive advantage. The riskmanagement framework defines the risk management approach across the enterprise at variouslevels including documentation and reporting.

The framework enables risks to be appropriately rated and graded in accordance withtheir potential impact and likelihood. The two key components of risks are the probability(likelihood) of occurrence and the impact (consequence) of occurrence if the risk occurs.Risk is analyzed by combining estimates of probability and impact in the context ofexisting control measures.

The key business risks identified by the Company and its mitigation plans are as under:

S.No. Risk that matter Type of Risk Mitigants
1 Cyber vulnerabilities Strategic Reputation Cyber Risk assessment conducted
2 Abuse of social media and other media by guest / staff / stakeholders Reputation • Continuous monitoring of comments in social media and timely responses provided
3 Employee and customer well being Operational Strategic • Protective care & counselling
4 Data governance including quality of data Strategic • Customer Communication Data warehousing and Analytics
5 Changes in levy/tax structure resulting in litigation / astronomical demands Macro-Economic Operational Improve coordination with relevant authorities
6 Loss in market cap due to impact of macro- economic changes linked to tourism/ hospitality sector Macro-Economic Strategic • Adherence to Strategy of the Company
7 Inadequate returns from investments Strategic Macro- Economic & Operational • Stakeholder communication Continuous reviews
8 Data privacy regulations leading to penalties and litigation Reputation Operational • Internal Audits Continuous monitoring
• Data Processor/Controller agreements with all relevant vendors
9 Business interruption on account of Acts of God riots & strikes political instability terrorism and pandemics Operational Macro economic • Changes in Polices & Processes Hotels categorised based on risk profile and appropriate security measures put in place

PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO [PURSUANT TO COMPANIES (ACCOUNTS) RULES 2014] CONSERVATION OF ENERGY: TheCompany has always been conscious of the need for conservation of energy and has beensensitive in making progress towards this end. The Company has completed the installationof 256 kw solar power generation equipment at the Hotel in Varanasi in July 2019 and is inthe process to increase its capacity further.

TECHNOLOGY ABSORPTION: There is no material information on technology absorption to befurnished. The Company continues to adopt and use the latest technologies to improve theefficiency and effectiveness of its business operations.

FOREIGN EXCHANGE EARNINGS AND OUTGO : In terms of the provisions of Section 134(3)(m)of the Act read with Rule 8(3)(C) of The Companies (Accounts) Rules 2014 the foreignexchange earned in terms of actual inflows during the year and the foreign exchange outgoduring the year in terms of actual outflows is furnished below:

2019-20 2018-19
Rs. Lakhs Rs. Lakhs
a) Value of Imports
Stores Supplies and Spare Parts for Machinery 16.95 0.44
Value of Imports (CIF) Capital Imports 11.78 73.85
b) Expenditure in Foreign Currency
Professional and Consultancy Fees 1.74 7.36
Other Expenditure in Foreign Currency 15.89 16.47
c) Earnings in Foreign Currency
Earnings in Foreign Exchange 943.54 812.25


Your Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function iswell defined in the organization. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Auditors monitors and evaluate the efficacy and adequacy of internalcontrol systems in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of InternalAudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. All significant audit observations and corrective actionssuggested are presented to the Audit Committee of the Board for review. The internalfinancial controls as laid down are adequate and were operating effectively during theyear under review.

The Board's Audit Committee oversees the adequacy of the internal control environmentthrough periodic reviews of audit findings and by monitoring implementation of internalaudit recommendations through compliance reports. In addition as required under Section143 of the Act the Statutory Auditors have evaluated and expressed an opinion on theCompany's internal financial controls over financial reporting based on the audit for theFY 2019-20. In their opinion the Company has in all material respects adequate internalcontrols over financial reporting and such internal financial controls over financialreporting were operating effectively as on March 31 2020.


The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual Directors pursuant to the provisions of the Act and SEBIListing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc. The above criteria are broadly based on theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors the Board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of Executive Directors and Non-Executive Directors.

The Board and the NRC reviewed the performance of individual Directors on the basis ofcriteria such as the contribution of the individual Director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc.

At the Board Meeting that followed the meeting of the Independent Directors and meetingof NRC the performance of the Board its Committees and individual Directors was alsodiscussed. Performance evaluation of Independent Directors was done by the entire Boardexcluding the Independent Director being evaluated.


No material changes and commitments have occurred between the end of the financial yearto which these financial statements relate and the date of this Report which affect thefinancial position of the Company.


The Directors record their grateful appreciation of the devoted services rendered byall the employees which made possible the results achieved by the Company.

On behalf of the Board of Directors
Dr. Anant Narain Singh
(DIN: 00114728)
Place : Varanasi
Date : 28th May 2020