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CHL Ltd.

BSE: 532992 Sector: Services
NSE: N.A. ISIN Code: INE790D01020
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NSE 05:30 | 01 Jan CHL Ltd
OPEN 15.80
PREVIOUS CLOSE 14.80
VOLUME 1793
52-Week high 24.30
52-Week low 8.55
P/E 11.04
Mkt Cap.(Rs cr) 81
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 15.80
CLOSE 14.80
VOLUME 1793
52-Week high 24.30
52-Week low 8.55
P/E 11.04
Mkt Cap.(Rs cr) 81
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

CHL Ltd. (CHL) - Director Report

Company director report

Your Directors have pleasure in presenting the 43rd Annual Report ofthe Company along with the Audited Financial Statements for the Financial Year ended 31stMarch 2022.

1. FINANCIAL RESULTS AND OPERATIONALPERFORMANCE

Lacs INR

Sl.No. Particulars 2021-2022 2020-2021
1. Total Revenue 3808.75 1680.68
2. Less: Expenses 3575.15 2368.00
3. Profit/(Loss) before Tax and Prior period items 233.60 (687.32)
4. Prior Period Items 2.49 (8.42)
5. Profit/(Loss) before Tax 236.09 (695.74)
6. Less: Net Tax Expenses 45.81 (52.90)
7. Profit/(Loss) after Tax 190.28 (642.84)
8. Other Comprehensive Income 25.27 44.73
9. Total Comprehensive Income/(Loss) 215.55 (598.11)
10. Reserves and Surplus 10272.02 10043.27

The gross revenue of the Company for the year under review at Rs.3808.75 Lacs was higher by 126.62% than that of the previous year's gross revenue atRs.1680.68 Lacs.

The Profit/(Loss) before tax after depreciation and finance cost at Rs.233.60 Lacs for the year under review as compared to (Rs. 687.32 Lacs) for the previousyear.

Net Profit / (Loss) after providing tax for the year under review wasRs.190.28 Lacs as compared to (Rs. 642.84 Lacs) for the previous year.

The total comprehensive income for the year under review was Rs. 215.55lacs as compared to the Rs. (598.11 lacs) for the previous year.

2. FINANCIAL STATEMENTS

Standalone Financial Statements

The annexed Financial Statements comply in all material aspects withIndian Accounting Standards(Ind AS) notified under section 133 of the Companies Act 2013(the Act) Companies (Indian Accounting Standards) Rules 2015 as amended from time totime and other relevant provisions of the Act.

Consolidated Financial Statements

The Directors also present the Audited Consolidated FinancialStatements incorporating the duly Audited Financial Statements of the subsidiary and asprepared in compliance with the Companies Act 2013 applicable Accounting Standards andSEBI Listing Regulations 2015 as prescribed by SEBI.

3. DIVIDEND

During the year under review the company due to inadequacy of profithas not recommended any dividend.

4. Covid-19 pandemic - Impact on Hospitality Sector

The first second and third wave of Covid 19 pandemic affected multiplesector and has had the most significant impact on the manufacturing sector and servicesector. While the first few weeks of this year under review appear to be difficult due toomicron-led third wave the following months are expected to see recovery getting back ontrack. While the omicron variant is highly transmissible it has been seen to be lesssevere as compared to previous variants. With improving vaccination rates and our abilityto cope the damage to life and livelihoods were largely limited. High vaccination ratesenable greater mobility and recovery rate increased a large.

In February 2022 the Delhi Disaster Management Authority (DDMA) liftedall restrictions in the wake of significant improvement in Covid-19 situation in the city.No fresh fatality due to Corona Virus was recorded. DDMA caution public for continuingface mask wearing in Public places.

The hospitality business all over the world has faced lot of challengesand losses in the business in the last two-three years due to Covid.

Foreign tourists have yet to visit India because of uncertainty ofCovid Virus. Tourist were only permitted to enter through states if they had just finishtheir Vaccination or had the most recent clear RT-PCR test report. These factors made adifficult for passengers to book trips and pushed away potential customers.

The Hotel industry have now become continuously alert while remainingfunctional. Travellers are now enjoying the tech-assisted experience from booking directlyvia the Hotel websites along with the benefits of technology decreasing human involvementfor a smooth check-in and check-out and minimizing the human input at Restaurants is nowwidely adopted.

The Hotel industry demand is recovering at a sharp pace after the thirdwave of pandemic aided by easing restrictions the high pace of vaccination peopleprecautionary measures to tackle Covid.

5. DIRECTORS

(a) Re-appointment of retiring Director

Ms. Kajal Malhotra (DIN: 01319170) Director who retires by rotation and being eligiblehas offered herself for re-appointment. The Board recommends her appointment.

(b) Independent Director

(i) At the 40th Annual General Meeting of the company held on the 12th August 2019 Mr.Lalit Bhasin (DIN: 00002114) was re-appointed as an Independent Director of theCompany w.e.f 29th Day of September 2019 for a further period of 5(Five) consecutive yearsnot liable to retire by rotation.

(ii) At the 40th Annual General Meeting of the company held on the 12th August 2019 Mr.Subhash Ghai (DIN: 00019803) was re-appointed as an Independent Director of theCompany w.e.f 29th Day of September 2019 for a further period of 5(Five) consecutive yearsnot liable to retire by rotation.

(iii) At the 40th Annual General Meeting of the company held on the 12th August 2019 Mr.Yash Kumar Sehgal (DIN: 03641168) was re-appointed as an Independent Director of theCompany w.e.f 29th Day of September 2019 for a further period of 5(Five) consecutive yearsnot liable to retire by rotation.

(iv) At the 42th Annual General Meeting of the company held on the 31st August 2021 Mr.Alkesh Tacker (DIN: 00513286) was re-appointed as an Independent Director of theCompany w.e.f 12th Day of August 2021 for a further period of 5(Five) consecutive yearsnot liable to retire by rotation.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and provisionsof the Listing Regulations. The profile of the Independent Directors forms part of theCorporate Governance Report.

(c) Appointment/Re-appointment

(i) The tenure of Mr. Gagan Malhotra Executive Director of the company has come to anend on 31st March 2022. Subject to the approval of the Shareholders of the company theBoard of Directors reappointed him as an Executive Director for a period of Five yearsw.e.f 01st April 2022 to 31st March 2027. In the ensuing Annual General Meeting he isbeing re-appointed as per the Notice of the 43rd Annual General Meeting of the company.

(ii) The tenure of Mr. Luv Malhotra Managing Director of the company is coming to anend on 21st September 2022. Subject to the approval of the Shareholders of the companythe Board of Directors reappointed him as Managing Director for a period of Five yearsw.e.f 22nd September 2022 to 21st September 2027. In the ensuing Annual General Meetinghe is being re-appointed as per the Notice of the 43rd Annual General Meeting of thecompany.

(d) Resignation

Mr. Neel Kamal Malhotra (DIN: 00779732) was appointed as an additional Director of thecompany w.e.f 12th November 2021. However due to unavoidable circumstances and hishealth condition he resigned from the directorship of the company w.e.f. 26thNovember 2021.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act 2013 Mr. Luv MalhotraManaging Director Mr. Gagan Malhotra Executive Director Mr. Gopal Prasad ChiefFinancial Officer and Mr. G. J. Varadarajan Company Secretary are the Key ManagerialPersonnel of the Company.

7. MANAGEMENT DISCUSSION ANDANALYSIS

As required under the Listing Regulation with the Stock Exchange the ManagementDiscussion and Analysis Report is enclosed as a part of the Report.

8. SUBSIDIARY COMPANY

CJSC CHL International our subsidiary company incorporated inTajikistan has developed a Five-Star Hotel at Dushanbe the capital of Tajikistan. TheHotel project was financed by the Export Import Bank of India. The Hotel is operatingunder the Brand name "Hilton".

The hospitality business all over the world has faced lot of challengesand losses in the business in the last two-three years due to Covid-19. The Hotel industrydemand is recovering at a sharp pace after the third wave of pandemic aided by easingrestrictions and people precautionary measures to fight against Covid.

Pursuant to the filing of case before the Economic Court of Tajikistanby the CJSC CHL International our subsidiary company against the Export Import Bank ofIndia (EXIM Bank) in respect of loan availed by it the Economic Court of Tajikistanpartially accepted the claims of CJSC CHL International vide its Order dated 01.05.2018.Against this Order EXIM Bank appealed to the Hon'ble Supreme Court of Tajikistanwhich was dismissed by the Hon'ble Supreme Court of Tajikistan vide its Order dated14.08.2018.

During the pendency of case in the Economic Court of Tajikistan theEXIM Bank initiated the proceedings under IBC Code 2016 in the National Company LawTribunal (NCLT) against CHL Limited invoking its Corporate Guarantee which was dismissedvide its Order dated 11.01.2018. The EXIM Bank against this Order appealed to NationalCompany Law Appellate Tribunal (NCLAT) New Delhi and the same was also dismissed vide itsOrder dated 16.01.2019. Subsequently EXIM Bank has filed Civil Appeal before Hon'bleSupreme Court of India which is pending for adjudication.

CJSC CHL International filed a fresh law suit against the EXIM Bank ofIndia on 31.12.2020 in the Economic Court of Tajikistan. The Economic Court of Tajikistanpassed an Interim Order dated 11-01-2021 suspending "any action on loan agreementbetween the CHL International and EXIM Bank of India dated 23.09.2010 26.08.2013 and18.03.2015 including Mortgage Agreement Mortgage of real estate Pledge of shares of CHLInternational" along with Personal Guarantees and Corporate Guarantees. Against thisorder dated 11.01.2021 the EXIM Bank appealed to the Supreme Economic Court ofTajikistan. The Supreme Economic Court of Tajikistan dismissed the appeal made by EXIMBank vide its Order dated 30.03.2021.

Further the EXIM Bank filed an Original Application before the DebtsRecovery Tribunal – I Delhi invoking the personal Guarantee of Mr. Lalit KumarMalhotra the then Chairman of CHL Limited which is pending adjudication and also EXIMBank filed an Original Application against CHL Limited before the Hon'ble DebtsRecovery Tribunal - I (DRT-I) Delhi which is pending for adjudication. A fresh suit wasfiled in Economic Court of Tajikistan Dushanbe on 04.01.2021 against EXIM Bank statingthat few clauses/Articles of Loan Agreements are in violation of the Law of Tajikistan.The Court passed an Order on 11.01.2021 suspending the operation of the Loan and otherdocuments till the disposal of the suit. Against this order EXIM Bank appealed to theHon'ble Supreme Economic Court of Tajikistan and this appeal was rejected on30.03.2021. Due to restrictions of travelling from India because of Covid-19 hearingswere suspended by City Economic Court of Tajikistan. On restoring the hearings in January2022 the suit was dismissed by the Economic Court of Tajikistan and against this orderCHL International made an appeal to the Court and is still pending for adjudication.

There is no Associate Company within the meaning of Section 2(6) of theCompanies Act 2013 ("Act"). Further there has been no material change in thenature of business of the subsidiary.

In terms of provision to sub section (3) of Section 129 of the Act thesalient features of the Financial Statement of the subsidiary is set out in the prescribedform AOC-1 which forms part of the Annual Report 2021-2022.

9. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under. During the financial year2021-2022 no complaint was received on sexual harassment.

10. WHISTLE BLOWER /VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) and (10) of the Companies Act 2013 aVigil Mechanism for Directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy is available on the website of the Company atwww.chl.co.in under investors section.

11. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Your Directors would like to inform that no material changes and commitments haveoccurred between the end of the financial year under review and the date of this reportthat may adversely affect the financial position of the Company.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act and based on therepresentations received from the management the Directors hereby confirm that:

(i) In the preparation of the Annual Accounts for the Financial Year 2021-2022 theapplicable accounting standards have been followed and there is no material departure;

(ii) 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 profit/ (loss) of the Company for the Financial Year;

(iii) They have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Act. They confirm that there are adequate systems and controls forsafeguarding the assets of the Company andfor preventing and detecting fraud and otherirregularities;

(iv) They have prepared the Annual Accounts on a going concern basis;

(v) They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and operating properly; and

(vi) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

15. CORPORATE GOVERNANCE

Your Company has taken adequate steps to adhere all the stipulationslaid down in the Listing Regulations. A report on the Corporate Governance along withcertificate from Practicing Company Secretary confirming the Compliance is included aspart of the report.

16. LISTING WITH STOCK EXCHANGE

The Annual Listing fee has been paid for the year 2022-2023 to the BSE Limited wherethe Company's Shares are listed.

17. (a) PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information pursuant to Section 197(12) of the Act read with Rule 5(1) 5(2) and5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 in respect of directors key managerial personnel and employees of the Company isgiven in Annexure and form-part of the report. There are no employees drawing remunerationabove the limits specified undersection 197(12) of the Companies Act 2013 read with Rule5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014.

(b) REMUNERATION RATIO OF THE KEY MANAGERIAL PERSONNEL

The information required pursuant to section 197 read with rule 5 of the Companies(Appointment and Remuneration of the managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company and Keymanagerial personnel is furnished in extract of Annual Return MGT-9.

18. DEMATERIALISATION OF SHARES

As on 31st March 2022 the total paid up equity share capital of the Company isRs.109636580 comprising of 54818290 equity shares of Rs. 2/- each. Out of the totalequity shares 54010722 (98.527%) Equity Shares of the Company stand dematerialized andbalance 807568 (1.473%) equity shares are still in physical form.

19. AUDITORS & AUDITORS' REPORT

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rulesframed there under M/s DGA & Co. Chartered Accountants New Delhi were appointed asStatutory Auditors of the Company from the conclusion of the 40th Annual General Meeting(AGM) of the Company held on 12th August 2019 till the conclusion of the 43rd AGM for afurther period of three years.

His tenure is coming to an end from the conclusion of the 43rd AnnualGeneral Meeting of the company. Subject to the approval of the shareholders of thecompany the Board of Directors in its meeting held on 30th May 2022 re-appointed him asan Auditor of the company for a period of one year from the conclusion of 43rd AnnualGeneral Meeting of the company till the conclusion of 44th Annual General Meeting of thecompany. In the ensuing Annual General Meeting the firm is being appointed as per theNotice of the 43rd Annual General Meeting.

Internal Auditors

M/s Gulvardhan Malik & Co. Chartered Accountants New Delhi havebeen conducting periodic Internal Audit of all the operations of the Company. InternalAudit Reports are regularly placed before the Audit Committee for their review and forrecommendation to the Board.

Secretarial Auditors

According to the provision of section 204 of the Companies Act 2013read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 M/s A. Chadha & Associates Company Secretaries is continuing asSecretarial Auditor of the Company.

20. STATUTORY AUDIT

The Report of the Statutory Auditors of the Company along with theNotes to Schedules forms part of the Annual Report 2021-2022 and contains an UnmodifiedOpinion without any qualification reservation disclaimer or adverse remark. TheStatutory Auditors of the Company have not reported any fraud as specified in Section143(12) of the Companies Act 2013.

21. COST AUDIT

The Company is not required to maintain cost records as specified bythe Central Government underSection 148(1) of the Companies Act 2013.

22. INTERNAL CONTROL

The Board has adopted policies and procedures for ensuring the orderlyand efficient conduct of its business including adherence to the Company's policiessafeguarding of its assets prevention and detection of fraud error reporting mechanismsaccuracy and completeness of the accounting recordsand timely preparation of reliablefinancial disclosures.

The information about internal controls is setout in the ManagementDiscussion & Analysis Report which is attached and forms part of this Report.

23. RISK MANAGEMENT

The Risk Management is overseen by the Audit Committee of the Companyon a continuous basis. The Committee oversees Company's process and policies fordetermining risk tolerance and review management's measurement and comparison ofoverall risk tolerance to established levels. Major risks identified by the businesses andfunctions are systematically addressed through mitigating actions on a continuous basis.

24. CHANGE IN THE NATURE OF BUSINESS

During the year under review there has been no change in the nature ofbusiness of the Company.

25. MICRO SMALL AND MEDIUM ENTERPRISES (MSME)

Your Company is a ‘Medium Enterprise' under the ‘MicroSmall and Medium Enterprises Development Act 2006' vide registration number dated03.07.2020: UDYAM-DL-09-0000001.

26. DEPOSITS FROM PUBLIC

The Company has not accepted any deposit from public and as such noamount on account of principal or interest on deposits from public was outstanding as onthe date of the balance sheet.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per section 135 and Schedule VII of the Companies Act 2013 yourCompany has already constituted the Corporate Social Responsibility Committee of Board ofDirectors. The present members are Mr. Yash Kumar Sehgal Chairman Mr. Lalit BhasinMember and Mr. Luv Malhotra Member. The CSR policy as approved by Board of Directors inpursuance of section 134 (3) (o) of the Act is annexed and form part of this report.Further the Annual Report on CSR activity in pursuance of Rule 8 of the Companies(Corporate Social Responsibility Policy) Rules 2014 describing inter-alia the initiativestaken by the Company in implementation of its CSR Policy is annexed and forms part of thisReport.

28. RELATED PARTY TRANSACTIONS

During the year under review there is no related party transactioncovered under Section 188(1) of the Companies Act 2013. There were no materiallysignificant related party transactions with the Company's Promoters DirectorsManagement or their relatives which could have had a potential conflict with the interestof the Company. The Board of Directors of the Company has on the recommendation of theAudit Committee adopted a policy to regulate transactions if any between the Company andits Related Parties in compliance with the applicable provisions of the Companies Act2013 the Rules made there under and the Listing Regulations. This Policy was approved bythe Board and is available on the website of the Company at www.chl.co.in. In terms ofprovision to clause (h) sub section (3) of Section 134 of the Act and Rule 8(2) of theCompanies (Accounts) Rules 2014 the salient features of the Related Party Transactionsof the Company is set out in the prescribed form AOC-2 which forms part of the AnnualReport 2021-22.

29. DISCLOSURES

Meetings of the Board

Four Meetings of the Board of Directors were held during the year. Theparticulars of the meetings held and attended by each Director are detailed in theCorporate Governance Report.

Audit Committee

The Audit Committee comprises of Mr. Yash Kumar Sehgal Chairman Mr. Lalit Bhasin andMr. Luv Malhotra. During the year under review recommendations if any made by the AuditCommittee were accepted by the Board.

Nomination and Remuneration Committee

Nomination and Remuneration Committee comprises of Mr. Lalit Bhasin Chairman Mr. YashKumar Sehgal and Ms. Kajal Malhotra.

Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee comprises of Mr. Yash Kumar SehgalChairman Mr. Lalit Bhasin and Ms. Kajal Malhotra.

Risk Management Committee

The Risk Management Committee of the Company consists of Mr. Yash Kumar SehgalChairman Mr.Lalit Bhasin Member Mr. Luv Malhotra Member and Mr. Navneet DhawanExecutive employee.

Corporate Social Responsibility Committee

Corporate Social Responsibility Committee comprises of Mr. Yash Kumar Sehgal ChairmanMr. Lalit Bhasin Member and Mr. Luv Malhotra Member.

30. BOARD EVALUATION

The performance evaluation of the Board its Committees and IndividualDirectors was conducted and the same was based on questionnaire and feedback from all theDirectors on the Board as a whole Committees and self-evaluation. Directors who weredesignated held separate discussions with each of the Directors of the Company andobtained their feedback on overall Board effectiveness as well as each of the otherDirectors. Based on the questionnaire and feedback the performance of every Director wasevaluated in the meeting of the Nomination and Remuneration Committee (NRC). The Meetingof NRC also reviewed performance of the Managing Director (qualitative). A separatemeeting of the Independent Directors ("Annual ID meeting") was convened on08/02/2022 which reviewed the performance of the Board (as a whole) the Non-IndependentDirectors and the Chairman & Managing Director. Post the Annual ID Meeting thecollective feedback of each of the Independent Director was discussed by the Chairman ofthe NRC with the Board's Chairman covering performance of the Board as a whole aswell as performance of the Non-Independent Directors and performance of the BoardChairman. Some of the key criteria for performance evaluation are as follows–

Performance evaluation of Directors

• Attendance at Board or Committee meetings.

• Contribution at Board or Committee meetings.

• Guidance/support to management outside Board/Committee meetings.

Performance evaluation of Board and Committees

• Degree of fulfillment of Key responsibilities

• Board structure and composition

• Establishment and delineation of responsibilities to committees.

• Effectiveness of Board processes information and functioning.

• Board culture and dynamics.

• Quality of relationship between Board and Management.

• Efficacy of communication with external stakeholders.

31. PARTICULARS AS PER SECTION 134(3) (m) OF THE COMPANIES ACT 2013READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014.

(a) Conservation of Energy Energy conservation continues to receive priority attentionat all levels. All efforts are made to conserve and optimize use of energy with continuousmonitoring improvement in maintenance and distribution systems and through improvedoperational techniques. To give thrust on energy conservation "optimum utilizationof natural light" is focused on and energy saving lighting solution such as lightemitting diodes and solar panel and devices such as automated controls and sensors arefitted in wherever necessary and feasible and it is being continuously adopted.

(b) Technology Absorption: Nil

(c) Foreign Exchange Earnings and Outgo During the year under review your company hasearned Rs. 217.86 Lacs Foreign Exchange (PreviousYear Rs. 89.30 Lacs) and used foreignexchange to the extent of Rs. 4.58 Lacs (Previous year Rs. 3.32 Lacs).

32. ACKNOWLEDGEMENTS

Your Directors wish to convey their appreciation to the businessassociates for their support and contribution during the year. Your Directors would alsolike to thank Central Government and State Government especially Department of Tourismemployees shareholders customers suppliers alliance partners and bankers for thecontinued support given by them to the Company and their confidence reposed in themanagement and the Company.

For and on behalf of the Board
Place: New Delhi Luv Malhotra
Date: 30th May 2022 Chairman
DIN:00030477

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