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Directors Report of Benares Hotels Ltd.
Mar 31, 2025
The Directors take pleasure in presenting the Fifty Fourth Annual Report of BENARES HOTELS LIMITED
(âBHLâ or âthe Companyâ) along with the Audited Financial Statements for the Financial Year ended March 31,
2025.
OPERATING AND FINANCIAL RESULTS
(Rs. Lakhs) (Rs. Lakhs)
|
2024-25 |
2023-24 |
|
|
Income ......................................................................................... |
14,067 |
12,380 |
|
Gross Profit for the year ................................................................ |
6,452 |
5,436 |
|
Less: Depreciation ..................................................................... |
603 |
590 |
|
Less: Interest ............................................................................... |
38 |
38 |
|
Profit before tax ............................................................................ |
5,811 |
4,809 |
|
Less: Provision for Tax: |
||
|
- Current Tax ......................................................................... |
1,531 |
1,239 |
|
- Deferred Tax........................................................................ |
(45) |
(34) |
|
- Provision of tax of earlier years (Net) ................................... |
â |
â |
|
Profits after Taxes .......................................................................... |
4,325 |
3,604 |
|
Add: Other Comprehensive Income (Net of Taxes) ....................... |
(28) |
(22) |
|
Total Comprehensive Income ....................................................... |
4,297 |
3,582 |
|
Add: Balance brought forward from previous year ........................ |
11,001 |
7,679 |
|
Changes in accounting policy - Transition impact of Ind AS 116 |
â |
â |
|
Balance available for appropriations .............................................. |
15,298 |
11,261 |
|
Less: Dividend Paid ..................................................................... |
(325)* |
(260) |
|
Less: Tax on Dividend .................................................................. |
â |
â |
|
Less: Amount transferred to General Reserve .............................. |
â |
â |
|
Balance Carried forward ............................................................ |
14,973 |
11,001 |
*Dividend declared in FT2023-24 and paid during the year under review.
COMPANY''S OPERATIONS AND PERFORMANCE
The Total Income for the Financial Year (FY) ended March 31, 2025 stood at Rs. 14,067 lakhs as compared to Rs.
12,380 Lakhs in the previous year and the Gross Operating Profit (EBIDTA) stood at Rs. 6,452 lakhs as compared
to Rs. 5,436 Lakhs in the previous year.
The profit before Tax for the year was Rs. 5,811 lakhs as compared to Rs. 4,809 lakhs in the previous year. The
profit after Tax for the year was Rs. 4,325 lakhs as compared to Rs. 3,604 lakhs in the previous year.
DIVIDEND
The Board recommended a dividend @ 250% i.e. Rs. 25/- per fully paid Equity share on 13,00,000 Equity shares
offace value Rs. 10 each, for the year ended March 31, 2025 (Previous year: Rs. 25 per share).
The dividend on Equity Shares is subject to the approval of the Shareholders at the Annual General Meeting
(AGM) scheduled to be held on Tuesday, August 12, 2025. The dividend once approved by the Shareholders will
be paid on and after Friday, August 22, 2025.
The dividend on Equity Shares, if approved by the Members, would involve a cash outflow of Rs. 325 lakhs.
TRANSFER TO RESERVES
The Board of Directors has decided to retain the entire amount of profit for FY 2024-25 appearing in the
Statement of profit and loss.
SHARE CAPITAL
During the year under review, there has been no change in the share capital of the Company.
HOLDING AND SUBSIDIARY COMPANIES
The Indian Hotels Company Limited (IHCL) is the ultimate Holding Company of BHL. The Company does not
have any subsidiary company.
DIRECTORS
In accordance with the requirement of the Companies Act, 2013 (the Act) and the Company''s Articles of
Association, Mr. Beejal Desai (DIN: 03611725) retires by rotation and being eligible, offers himself for re¬
appointment. The necessary resolution for his re-appointment forms part of the Notice convening the AGM.
During the year under review, Mrs. Rukmani Devi (DIN: 07624616) ceased to be an Independent Director of
the Company consequent to completion of her second term of five (5) years as an Independent Director in the
Company on August 27, 2024. The Board places on record its appreciation for her invaluable contribution and
guidance provided to the Company during her tenure.
Based on the recommendations of the Nomination and Remuneration Committee (NRC) and in accordance
with the provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), Ms. Anita Belani (DIN: 01532511)
was appointed as an Additional Director in a capacity of Independent Director for a period of five (5) years with
effect from January 14, 2025 subject to the approval of the Members, by way of Special Resolution as required
under the provisions of the Companies Act, 2013 and SEBI Listing Regulations. The members of the Company
have approved her appointment vide Postal Ballot w.e.f. March 4, 2025. In the opinion of the Board, Ms. Belani is
a person of integrity and possesses the requisite qualifications, experience and expertise required for discharging
her duties as an Independent Director of the Company.
In terms of Section 149 of the Act, and Regulation 16(1) of the SEBI Listing Regulations Mr. Moiz Miyajiwala,
Mr. Puneet Raman and Ms. Anita Belani are the Independent Directors of the Company as on the date of this
report.
In terms of Regulation 25(8) of SEBI Listing Regulations, the Independent Directors have confirmed that they
are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties with an objective independent judgement and without any
external influence. Based upon the declarations received from the independent Directors, the Board of Directors
has confirmed that they meet the criteria of Independence as mentioned under Section 149(6) of the Act and
Regulation 16(1)(b) of SEBI Listing Regulations and that they are Independent of the Management. In the
opinion of the Board, there has been no change in the circumstances affecting their status as Independent
Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including
proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on
the Board. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment & Qualification of
Directors) Rules, 2014, as amended, the Independent Directors of the Company have registered their names in
the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
During the year under review, the Non - Executive Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees and commission and reimbursement of expenses, if any,
incurred by them for the purpose of attending meetings of the Board/Committee and General Meeting of the
Company.
KEY MANAGERIAL PERSONNEL (KMP)
During the year under review, there has been no change in the KMPs of the Company.
Pursuant to the provision of Section 203 of the Act, the KMPs of the Company as on March 31, 2025 are:
⢠Mr. Vishal Singh - Chief Executive Officer
⢠Mr. Veeramani Venkata - Chief Financial Officer
⢠Ms. Vanika Mahajan - Company Secretary (CS)
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has an ongoing familiarization Programme for the Independent Directors with respect to their
roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business
model of the Company, etc. All the Board members of the Company are afforded every opportunity to familiarize
themselves with the Company, statutory changes impacting the Company, its Management and its operations and
all the information /documents sought by them is/are shared with them for enabling a good understanding of the
Company, its various operations and the industry of which it is a part. The details of the familiarization
Programme for Independent Directors are disclosed on the Company''s website under the weblink:
https://www.benareshotelslimited.com/benareshotelslimited/Independent-Directors-familiarization-
programme-BHL.pdf
NUMBER OF MEETINGS OF THE BOARD
During the year under review, five (5) Board Meetings were held and the intervening gap between the meetings
did not exceed the period of one hundred and twenty days. The details of meetings of the Board are provided in
the Corporate Governance Report, which forms a part of the Annual Report.
STATUTORY AUDITORS
At the 52nd AGM of the Company held on August 24, 2023, the Members approved the re-appointment of PKF
Sridhar & Santhanam LLP, Chartered Accountants (Firm Registration No. 003990S/S200018), as the Statutory
Auditors of the Company to hold office for a period of four consecutive years, from the conclusion of the 52nd
AGM till the conclusion of the 56th AGM of the Company to be held in the year 2027, to audit and examine the
books of account of the Company.
The Statutory Auditors'' Report on the Financial Statements of the Company for FY 2024-25 does not contain
any qualifications, reservations, adverse remarks or disclaimer.
The Statutory Auditors of the Company have not reported any fraud as specified under Section 143 (12) of the
Act during the year under review
SECRETARIAL AUDITORS
In terms of Section 204 of the Act and Rules made thereunder, M/s. D. S. Associates, Practicing Company
Secretary (C.P No. 7347) was appointed as Secretarial Auditor of the Company to conduct the Secretarial Audit
of records and documents of the Company for FY 2024-25 and their report is annexed as Annexure 1 to this
report.
The Secretarial Audit report contains a few observations. The details of which are mentioned below:
⢠Observation 1: During the period under review, the Company was non-compliant with the provisions of
Regulation 17(1) relating to the composition of the Board of Directors, Regulation 19(1)/(2) relating to
the constitution of the Nomination and Remuneration Committee, and Regulation 20(2)/(2A) relating
to the constitution of the Stakeholders Relationship Committee, of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, for the quarter ended December 31, 2024. In respect of
the said non-compliances, BSE Limited has imposed a monetary penalty on the Company.
Boardâs Clarification:
The aforesaid non-compliance arose on account of a temporary vacancy in the position of an Independent
Director, which impacted the composition of the Board and its committees.
Considering the tremendous growth of the Company in terms of revenue and market capitalisation over
the past few years, the Company took reasonable time to identify and finalize the potential candidate in
place of Mrs. Rukmani R Gohil, Independent Director (DIN: 00552831) whose term expired on August
27, 2024.
Following a diligent selection process, the Board appointed Ms. Anita Belani as an Independent Director
of the Company w.e.f. January 14, 2025. The Company has since regularized the composition of the
Board and its committees, and the same is now in full compliance with the SEBI Listing Regulations. The
penalty imposed by the stock exchange has been duly paid, and an application seeking waiver of the same
has also been submitted.
The delay in compliance was unintentional and occurred despite the Company''s best efforts to promptly
fill the resulting vacancy within the permissible time frame.
⢠Observation 2: During the period under review, it was observed that a set of promoters namely Ms. M K
Krishna Priya and Ms. M K Vishnupriya ("Promoters") executed trades in the equity shares of the
company via gift, acquisition/disposal from open market without obtaining prior approval from the
Compliance Officer as mandated under Clause 4(1) of Schedule B to the SEBI (Prohibition of Insider
Trading) Regulations, 2015, read with Regulation 9(1) of SEBI (Prohibition of Insider Trading)
Regulations, 2015.
Board''s Clarification:
The Audit Committee and the Board of the Company took cognizance of the breach of the Company''s
Code of Conduct by a set of promoters and levied a penalty for trading in securities of the Company (even
in the nature of gift) for violating the PIT Regulations and to disgorge the notional profits earned from the
contra trades to the SEBI Investor Protection and Education Fund (IPEF). The concerned Promoters has
deposited the penalty amount to SEBI IPEF. The Company has since sensitized all designated persons,
including the Promoters, regarding the pre-clearance requirements under the Code of Conduct for
Prevention of Insider Trading
Pursuant to the requirements of Regulation 24A of the SEBI Listing Regulations, the Board of Directors of the
Company at their meeting held on April 28, 2025, approved the appointment of M/s D.S. Associates, a peer
reviewed Practicing Company Secretary firm, as the Secretarial Auditor of the Company for a term of five
consecutive financial years, commencing from FY 2025-26 up to FY 2029-30, to conduct the Secretarial Audit,
subject to the approval of the Members at the ensuing Annual General Meeting.
The necessary resolution for the appointment of M/s D.S. Associates forms part of the Notice convening the
ensuing AGM scheduled to be held on Tuesday, August 12, 2025.
COST AUDITORS
Maintenance of cost records as specified by the Central Government under Section 148 (1) of the Act is not
applicable to the Company.
ANNUAL RETURN
As provided under Section 92(3), Section 134(3)(a) and Rule 12 of Companies (Management and
Administration) Rules, 2014, the Annual Return in Form MGT-7 for FY 2024-25 is available on the website of
the Company at
https://www.benareshotelslimited.com/en-in/agm-2025
VIGIL MECHANISM
Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by
adopting the highest standards of professionalism, honesty, integrity and ethical behavior. In line with the Tata
Code of Conduct (TCoC), any actual or potential violation, howsoever insignificant or perceived as such, would
be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the
TCoC cannot be undermined.
In accordance with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, the Company has
established the necessary vigil mechanism that provides a formal channel for all its Directors, Employees and
other stakeholders to report concerns about unethical behavior, actual or suspected fraud or violation of the
Company''s Code of Conduct. The details of the policy have been disclosed in the Corporate Governance Report,
which forms a part of the Annual Report and is also available on
2023.pdf
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year under review are set out in Annexure 2 of this
report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Amendment Rules,
2014, as amended from time to time. For other details regarding the CSR and Sustainability Committee, please
refer to the Corporate Governance Report, which is a part of the Annual report. The CSR policy is available on
https://www.benareshotelslimited.com/benareshotelslimited/Policies-BHL-CSR-POLICY-2021-2022.pdf
POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS
Selection and procedure for nomination and appointment of Directors
The Nomination and Remuneration Committee (NRC) engages with the Board to evaluate the characteristics,
skills, expertise, and experience required for the effective functioning of the Board in alignment with the
Company''s strategic objectives to ensure a well-balanced and competent Board. The selection process considers
diversity, independence (where applicable), through a rigorous assessment, including their professional
background, industry knowledge, and ability to contribute to Board deliberations. Based on this assessment, the
NRC identifies and shortlists potential candidates who possess the required competencies and align with the
Company''s strategic vision, corporate values, and governance standards and recommends their nomination to the
Board.
Criteria for determining qualifications, positive attributes and independence of a Director
In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the
NRC has formulated the criteria for determining qualifications, positive attributes and independence of
Directors, the key features of which are as follows:
- Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age
and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.
- Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to
demonstrate high standards of ethical behaviour, communication skills and independent judgement. The
Directors are also expected to abide by the respective Code of Conduct as applicable to them.
- Independence - A Director will be considered independent if he/she meets the criteria laid down in Section
149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.
The Company''s policy on directors'' appointment and remuneration and other matters provided in Section
178(3) of the Act is available on
https://www.benareshotelslimited.com/benareshotelslimited/Policies-remuneration.pdf
DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (POSH Act)
The Company has always believed in providing a safe and harassment-free workplace for every individual
working in the Company. The Company has complied with the applicable provisions of the POSH Act, and the
rules framed thereunder, including constitution of the Internal Complaints Committee. The Company has in
place an Anti-Sexual Harassment Policy in line with the requirements of the POSH Act and the same is available
on the Company''s website at
https://www.benareshotelslimited.com/benareshotelslimited/Policies-BHL-POSH-Policy-Final.pdf
During the financial year 2024-25, the Company has not received any complaint on sexual harassment. No case
remains pending as on March 31, 2025.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended, are annexed to this report as Annexure 3.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, during the year the
Company had no employees who were in receipt of the remuneration in excess of the limits set out in the said
Rules.
BUSINESS OVERVIEW
An analysis of the Business and Financial Results are given in the Management Discussion and Analysis, which
forms a part of the Annual Report.
FINANCE COST
Finance cost for the year ended March 31, 2025 was Rs. 38.16 lakhs (Previous year: Rs. 37.57 Lakhs). Breakup
of the total interest cost of Rs. 38.16 lakhs are as follows:
Interest expenses on borrowings: Nil
Interest on lease liability: Rs. 38.16 lakhs
DEPRECIATION: Rs. 602.99 Lakhs (Previous Year: Rs. 590.12 Lakhs)
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company falls within the scope of the definition ''infrastructure company'' as provided by the Act.
Accordingly, the Company is exempt from the provisions of Section 186 of the Act with regards to Loans,
Guarantees, Securities provided and Investments. Therefore, no details are provided.
BORROWINGS
During the year under report, the Company has not accepted any borrowings. The borrowings are Nil as on
March 31, 2025. (Previous Year: Nil)
CAPITAL EXPENDITURE
During FY 2024-25, the Company''s outlay towards capital expenditure was Rs. 1,883.68 lakhs (Previous Year:
Rs. 731.26 lakhs).
DEPOSITS FROM PUBLIC
The Company does not accept and/or renew Fixed Deposits from the general public and shareholders. There
were no over dues on account of principal or interest on public deposits including the unclaimed deposits at the
end of FY 2024-25 (Previous year: Nil).
RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and the SEBI Listing Regulations, as amended, the Company has
formulated a Policy on Related Party Transactions for identifying, reviewing, approving and monitoring of
Related Party Transactions and the same can be accessed on the Company''s website at
https://www.benareshotelslimited.com/benareshotelslimited/Policies-Related-Party-Transaction-Policy.pdf
During the year under review, all Related Party Transactions that were entered into were in the Ordinary Course
of Business and at Arms'' Length basis and were approved by the Audit and Risk Management Committee.
Transactions, which were repetitive in nature, were approved through omnibus route. None of the transactions
with related parties are material in nature or fall under the scope of Section 188(1) of the Act. The information on
transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, as amended, in Form AOC-2 is not applicable to the Company for FY 2024-2025 and
hence the same is not provided.
CORPORATE GOVERNANCE
As required by SEBI Listing Regulations, the report on the Management Discussion and Analysis; and
Corporate Governance along with the Practicing Company Secretary''s Certificate regarding compliance of
conditions of Corporate Governance norms as stipulated in Regulation 34 read along with Schedule V of the
SEBI Listing Regulations are attached as a separate report which forms part of the Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL
MEETINGS
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and
operating effectively.
DIRECTORS'' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, the work performed by the internal, statutory and secretarial auditors and external consultants,
including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews
performed by Management and the relevant Board Committees, including the Audit and Risk Management
Committee, the Board is of the opinion that the Company'' internal financial controls were adequate and effective
during the FY 2024-2025.
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm
that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there
are no material departures;
b) they have selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the profit of the Company for that period;
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting
fraud and other 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 such internal financial
controls are adequate and operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There are no material changes affecting the financial position of the Company subsequent to the close of FY
2024-25 till the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review, no significant material orders were passed by the Regulators or Courts or Tribunals
impacting the going concern status and the Company''s operations.
RISK MANAGEMENT
The Audit and Risk Management Committee is responsible for monitoring and reviewing the Risk Management
plan and ensuring its effectiveness. The Audit and Risk Management Committee has additional oversight in the
area of financial risks and controls. The major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuous basis. The details of the Committee and its term of
reference are set out in the Corporate Governance Report.
Your Company has a Risk Management Policy, pursuant to the provisions of Section 134 of the Act, to identify
and evaluate business risks and opportunities for mitigation of the same on a continuous basis. This framework
seeks to create transparency, minimize adverse impact on business objective and enhance your Company''s
competitive advantage. The risk management framework defines the risk management approach across the
enterprise at various levels including documentation and reporting.
The framework enables risks to be appropriately rated and graded in accordance with their 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 of existing control measures.
|
S. No. |
Risks that matter |
Mitigants |
|
1 |
Geo-political Risk & related Economic |
- Awareness & scanning of envoirnment - Strategic initiatives |
|
2 |
Fuel Prices & related inflation |
- Development of alternate energy sources, supplier and equipment - Locally sourced raw materials - Productivity & efficiency initiatives |
|
3 |
Cyber vulnerabilities |
- Cyber Risk assessment conducted - Vulnerability Assessment & Penetration testing (VAPT) - Cyber Incident Protocol drafted |
|
4 |
Impact of climate change |
- Continuous scanning of the environment - Use of renewable / alternate energy - Adherence to the various norms and alternate measures to reduce - ESG initiatives |
|
5 |
Abuse of social media and other media by |
- Continuous monitoring of comments in social media and timely - All inclusive sustainable business model, involving all stakeholders - CSR connect |
|
6 |
Data governance - Quality of data, |
- Data Leak in advanced stages of implementation - Process for third party data transfer initiated |
|
7 |
Management of emerging risk for grey swan |
- Continuous scanning of the environment |
|
8 |
Business interruption on account of natural |
- Learnings from recent pandemic to assist in augmenting - New initiatives continue |
|
9 |
Impact on employee and customer well being |
- Group Medical Insurance initiated - Employee communication & counselling - Customer Communication - Hygiene & safety audits |
|
10 |
Data privacy - GDPR, CCPA, etc. - leading |
- Strengthening of policies and processes - Data Processor/Controller agreements with all relevant vendors - Internal Audits, Continuous monitoring |
|
11 |
Loss of critical / sensitive data due to leakage / |
- Encryption, Firewalls, Policies, Endpoint protection, including - Operation Management Tool in place - Backup and Disaster Recovery Site - Running 24X7 SOC - Creating awareness amongst associates |
|
12 |
Changes in levy / tax structure, resulting in |
- Regular counsel from SMEs - Improve coordination with relevant authorities - ESG specific activities |
PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO [PURSUANT TO COMPANIES
(ACCOUNTS) RULES, 2014]
A. CONSERVATION OF ENERGY: The Company has always been conscious of the need for conservation
of energy and has been sensitive in making progress towards this end. The company has replaced old heat
pumps resulting into higher efficiency & minimizing energy consumption. Also, company has installed
Variable Frequency Drives (VFDs) on HVAC pumps to precisely match motor output to actual operational
demands, resulting in reduced energy waste.
B. TECHNOLOGY ABSORPTION: There is no material information on technology absorption to be
furnished. The Company continues to adopt and use the latest technologies to improve the efficiency and
effectiveness of its business operations.
C. 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 foreign
exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in
terms of actual outflows is furnished below:
|
2024-25 |
2023-24 |
||
|
Rs. Lakhs |
Rs. Lakhs |
||
|
a) |
Value of Imports Stores, Supplies and Spare Parts for Machinery |
0 |
0 |
|
Value of Imports (CIF) Capital Imports |
49.56 |
0 |
|
|
b) |
Expenditure in Foreign Currency Professional and Consultancy Fees |
39.65 |
38.11 |
|
Other Expenditure in Foreign Currency |
2.18 |
7.14 |
|
|
c) |
Earnings in Foreign Currency Earnings in Foreign Exchange |
1319.55 |
1,620.68 |
PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, there were no proceedings that were filed by the Company or against the Company,
which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company
Law Tribunal or other Courts.
VALUATION
During the year under review, there were no instances of onetime settlement with any Banks or Financial
Institutions.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. The scope and authority of the Internal Audit function is well defined in the organization. To
maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit and
Risk Management Committee of the Board.
The Internal Auditors monitors and evaluate the efficacy and adequacy of internal control systems in the
Company, its compliance with operating systems, accounting procedures and policies at all locations of the
Company. Based on the report of Internal Audit function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. All significant audit observations and corrective actions
suggested are presented to the Audit and Risk Management Committee of the Board for review. The internal
financial controls as laid down are adequate and were operating effectively during the year under review.
The Board''s Audit and Risk Management Committee oversees the adequacy of the internal control environment
through periodic reviews of audit findings and by monitoring implementation of internal audit
recommendations through compliance reports. In addition, as required under Section 143 of the Act, the
Statutory Auditors have evaluated and expressed an opinion on the Company''s internal financial controls over
financial reporting based on the audit for the FY 2024-25. In their opinion, the Company has, in all material
respects, adequate internal controls over financial reporting and such internal financial controls over financial
reporting were operating effectively as on March 31, 2025.
COMMITTEES OF THE BOARD
a. Audit and Risk Management Committee
b. Nomination and Remuneration Committee
c. Corporate Social Responsibility and Sustainability Committee
d. Stakeholdersâ Relationship Committee
During the year under review, all recommendations of the Committees were approved by the Board. The details
including the composition of the Committees including attendance at the meetings and terms of reference are
included in the Corporate Governance Report, which forms a part of the Annual Report.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and
individual Directors pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis
of criteria such as the board composition and structure, Degree of fulfilment of key responsibilities towards
stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic
planning, etc.); effectiveness of board processes, information and functioning, etc.; extent of co-ordination and
cohesiveness between the Board and its Committees; and Quality of relationship between Board Members and
the Management.
The performance of the committees was evaluated by the Board after seeking inputs from the committee
members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India (SEBI) on January 5, 2017.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a
whole and the Chairman of the Company was evaluated, taking into account the views of Non-Executive
Directors. The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such
as the contribution of the individual Director to the Board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In the Board
Meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the
Board, its committees, and individual Directors was also discussed. Performance evaluation of Independent
Directors was done by the entire Board, excluding the Independent Director being evaluated.
The evaluation process reaffirmed the Board''s confidence in the Company''s ethical standards, the cohesiveness
among Board members, the adaptability of the Board and management in addressing challenges, and the
management''s openness in sharing strategic information with the Board.
ACKNOWLEDGMENT
The Directors thank the Companyâs customers, vendors, investors, partners and all other stakeholders for their
continuous support.
The Directors appreciate and value the contribution made by all our employees and their families.
On behalf of the Board of Directors
Dr. Anant Narain Singh
Chairman
(DIN: 00114728)
Place : Mumbai
Date : 28th April, 2025
Mar 31, 2024
The Directors take pleasure in presenting the Fifty Third Annual Report of BENARES HOTELS LIMITED (âBHLâ or âthe Companyâ) along with the Audited Financial Statements for the Financial Year ended March 31, 2024.
|
OPERATING AND FINANCIAL RESULTS |
||
|
(Rs. Lakhs) |
(Rs. Lakhs) |
|
|
2023-24 |
2022-23 |
|
|
Income ......................................................................................... |
12,380 |
9,483 |
|
Gross Profit for the year ................................................................ |
5,436 |
3,766 |
|
Less: Depreciation ..................................................................... |
590 |
601 |
|
Less: Interest ............................................................................... |
38 |
37 |
|
Profit before tax ............................................................................ |
4,809 |
3,128 |
|
Less: Provision for Tax: |
||
|
- Current Tax ......................................................................... |
1,239 |
807 |
|
- Deferred Tax........................................................................ |
(34) |
(17) |
|
- Provision of tax of earlier years (Net) ................................... |
â |
â |
|
Profits after Taxes .......................................................................... |
3,604 |
2,338 |
|
Add: Other Comprehensive Income (Net of Taxes) ....................... |
(22) |
(14) |
|
Total Comprehensive Income ....................................................... |
3,582 |
2,324 |
|
Add: Balance brought forward from previous year ........................ |
7,679 |
5,486 |
|
Changes in accounting policy - Transition impact of Ind AS 116 |
â |
â |
|
Balance available for appropriations .............................................. |
11,261 |
7,809 |
|
Less: Dividend Paid ..................................................................... |
(260)* |
(130) |
|
Less: Tax on Dividend .................................................................. |
â |
â |
|
Less: Amount transferred to General Reserve .............................. |
â |
â |
|
Balance Carried forward ............................................................ |
11,001 |
7,679 |
|
*Dividend declared in FY2022-23 and paid during the year under review. |
COMPANY''S OPERATIONS AND PERFORMANCE
The Total Income for the Financial Year (FY) ended March 31, 2024 stood at Rs. 12,380 lakhs as compared to Rs. 9,483 Lakhs in the previous year and the Gross Operating Profit (EBIDTA) stood at Rs. 5,436 lakhs as compared to Rs. 3,766 Lakhs in the previous year.
The profit before Tax for the year was Rs. 4,809 lakhs as compared to Rs. 3,128 lakhs in the previous year. The profit after Tax for the year was Rs. 3,604 lakhs as compared to Rs. 2,338 lakhs in the previous year.
DIVIDEND
Taking into account the performance of the Company, the Board recommended a dividend @ 250 % i.e., Rs. 25 per fully paid Equity share on 13,00,000 Equity shares of face value Rs. 10 each, for the year ended March 31, 2024 (Previous year: Rs. 20 per equity share).
The dividend on Equity Shares is subject to the approval of the Shareholders at the Annual General Meeting (AGM) scheduled to be held on Thursday, August 29, 2024. The dividend once approved by the Shareholders will be paid on and after Tuesday, September 10, 2024.
The dividend on Equity Shares, if approved by the Members, would involve a cash outflow of Rs. 325 lakhs resulting in a dividend pay-out of 9% of the profits of the Company.
TRANSFER TO RESERVES
The Board of Directors has decided to retain the entire amount of profit for FY 2023-24 appearing in the Statement of profit and loss.
SHARE CAPITAL
During the year under review, there has been no change in the share capital of the Company.
HOLDING AND SUBSIDIARY COMPANIES
The Indian Hotels Company Limited (IHCL) is the ultimate Holding Company of BHL. The Company does not have any subsidiary company.
DIRECTORS
During the year under report, there has been no change in the Directorship of the Company.
In accordance with the requirements of the Companies Act, 2013 (the Act) and the Companyâs Articles of Association, Mr. Rohit Khosla (DIN: 07163135) retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking Shareholders'' approval for his re-appointment forms part of the Notice.
In terms of Section 149 of the Act, and Regulation 16(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) Mrs. Rukmani Devi, Mr. Moiz Miyajiwala and Mr. Puneet Raman are the Independent Directors of the Company as on March 31, 2024.
In terms of Regulation 25(8) of SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Based upon the declarations received from the independent Directors, the Board of Directors has confirmed that they meet the criteria of Independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations and that they are Independent of the Management. In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
During the year under review, the Non - Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committee and General Meeting of the Company.
KEY MANAGERIAL PERSONNEL (KMP)
During the year under report, Mr. Vivek Sharma has resigned as the Chief Executive Officer (CEO) w.e.f. April 12, 2023 and Mr. Vishal Singh was appointed as new CEO of the Company w.e.f. April 19, 2023. Mr. Harish Kumar has resigned as the Chief Financial Officer (CFO) w.e.f. February 29, 2024 and Mr. Veeramani Venkata was appointed as new CFO of the Company w.e.f. March 5, 2024. The Board places on record their appreciation for the invaluable contribution and services provided by Mr. Vivek Sharma and Mr. Harish Kumar to the Company during their tenure.
Pursuant to the provision of Section 203 of the Act, the KMP of the Company as on March 31, 2024 are:
- Mr. Vishal Singh - CEO
- Mr. Veeramani Venkata - CFO
- Ms. Vanika Mahajan - Company Secretary (CS)
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has an ongoing familiarization Programme for the Independent Directors with respect to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. All the Board members of the Company are afforded every opportunity to familiarize themselves with the Company, statutory changes impacting the Company, its Management and its operations and all the information /documents sought by them is/are shared with them for enabling a good understanding of the Company, its various operations and the industry of which it is a part. The details of the familiarization Programme for Independent Directors are disclosed on the Company''s website under the weblink:
https://www.benareshotelslimited.com/content/dam/thrp/benareshotelslimited/documents/indepenent-
directors/familiarization-programme-BHL.pdf
NUMBER OF MEETINGS OF THE BOARD
During the year under review, five (5) meetings of the Board were held and the intervening gap between the meetings did not exceed the period of one hundred and twenty days. The details of meetings of the Board are provided in the Corporate Governance Report, which forms a part of the Annual Report.
STATUTORY AUDITORS
At the 52nd AGM held on August 24, 2023, the Members approved the re-appointment of PKF Sridhar & Santhanam LLP, Chartered Accountants (Firm Registration No. 003990S/S200018), as the Statutory Auditors of the Company to hold office for a period of four consecutive years, from the conclusion of the 52nd AGM till the conclusion of the 56th AGM of the Company to be held in the year 2027 to audit and examine the books of account of the Company.
The report of the Statutory Auditors along with the Notes to Schedules forms part of this Annual Report and contains an unmodified opinion without any qualification, reservation, disclaimer or adverse remarks.
The Statutory Auditors of the Company have not reported any fraud as specified under Section 143 (12) of the Act, in the year under review.
SECRETARIAL AUDITORS
In terms of Section 204 of the Act and Rules made thereunder, D. S. Associates, Practicing Company Secretary (C.P No. 7347) were appointed as Secretarial Auditors of the Company to conduct the Secretarial Audit of records and documents of the Company for FY 2023-24 and their report is attached as Annexure 1 to this Report.
The Secretarial Auditor''s Report, does not contain any qualificators, reservations, disclaimer or adverse remarks.
COST AUDITORS
Maintenance of cost records as specified by the Central Government under Section 148 (1) of the Act is not applicable to the Company.
ANNUAL RETURN
As provided under Section 92(3) and 134(3)(a) of the Act, the Annual Return in Form MGT-7 for FY 2023-24 is available on the website of the Company at https://www.benareshotelslimited.com/en-in/AGM-2024/
VIGIL MECHANISM
Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In line with the Tata Code of Conduct (TCoC), any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the TCoC cannot be undermined.
In accordance with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, the Company has established the necessary vigil mechanism that provides a formal channel for all its Directors, Employees and other stakeholders to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct. The details of the policy have been disclosed in the Corporate Governance Report, which forms a part of the Annual Report and is also available on
https://www.benareshotelslimited.com/content/dam/thrp/benareshotelslimited/documents/announcement-
policies/bhl-whistle-blower-policy-revised-21-07-2023.pdf
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure 2 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended. For other details regarding the CSR and Sustainability Committee, please refer to the Corporate Governance Report, which is a part of the Annual report. The CSR policy is available on
https://www.benareshotelslimited.com/content/dam/thrp/benareshotelslimited/documents/announcement-
policies/BHL-CSR-POLICY-2021-2022.pdf
POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Nomination and Remuneration Committee (NRC) is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects indepth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements. The NRC conducts a gap analysis to refresh the Board each time a director''s appointment or re-appointment is required. The NRC reviews and vets the profiles of potential candidates vis-avis the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board.
In terms of the provisions of Section 178(3) of the Act and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:
â Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.
â Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgement. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.
â Independence - A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.
The Companyâs policy on directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Act is available on
DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (POSH Act)
The Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the POSH Act, and the rules framed thereunder, including constitution of the Internal Complaints Committee. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the POSH Act and the same is available on the Company''s website at
https://www.benareshotelslimited.com/content/dam/thrp/benareshotelslimited/documents/policies/BHL-
POSH-Policy-Final.pdf
During the FY 2023-24 the Company has received two complaints on sexual harassment. The said complaints were appropriately addressed and closed, with one respondent being suspended and the other being issued a warning letter accordingly. No case remains pending as on March 31, 2024.
PARTICULARS OF EMPLOYEES
The information pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are furnished in Annexure 3.
In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, during the year the
Company had no employees who were in receipt of the remuneration in excess of the limits set out in the said Rules.
BUSINESS OVERVIEW
An analysis of the Business and Financial Results are given in the Management Discussion and Analysis, which forms a part of the Annual Report.
FINANCE COST
Finance cost for the year ended March 31, 2024 was Rs. 37.57 lakhs (Previous year: Rs. 36.77 Lakhs). Breakup of the total interest cost of Rs. 37.57 lakhs are as follows:
Interest expenses on borrowings: Nil
Interest on lease liability: Rs. 37.57 lakhs
DEPRECIATION: Rs. 590.12 Lakhs (Previous Year: Rs. 600.91 Lakhs)
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company falls within the scope of the definition âinfrastructure companyâ as provided by the Act. Accordingly, the Company is exempt from the provisions of Section 186 of the Act with regards to Loans, Guarantees, Securities provided and Investments. Therefore, no details are provided.
BORROWINGS
During the year under report, the Company has not accepted any borrowings. The borrowings are Nil as on March 31, 2024. (Previous Year: Nil)
CAPITAL EXPENDITURE
During FY 2023-24, the capital expenditure incurred was Rs. 903.97 Lakhs (Previous year: Rs. 158.23 Lakhs).
DEPOSITS FROM PUBLIC
The Company does not accept and/or renew Fixed Deposits from the general public and shareholders. There were no over dues on account of principal or interest on public deposits including the unclaimed deposits at the end of FY 2023-24 (Previous year: Nil).
RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and the SEBI Listing Regulations, as amended, the Company has formulated a Policy on Related Party Transactions for identifying, reviewing, approving and monitoring of Related Party Transactions and the same can be accessed on the Companyâs website at
https://www.benareshotelslimited.com/content/dam/thrp/benareshotelslimited/documents/announcement-
policies/Related-Party-Transaction-Policypdf
During the year under review, all Related Party Transactions that were entered into were in the Ordinary Course of Business and at Arms'' Length Basis. All transactions entered into with related parties were approved by the Audit and Risk Management Committee. None of the transactions with related parties are material in nature or fall under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, as amended, in Form AOC-2 is not applicable to the Company for FY 2023-2024 and hence the same is not provided.
CORPORATE GOVERNANCE
As required by SEBI Listing Regulations, the report on the Management Discussion and Analysis; and Corporate Governance Report along with the Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance norms as stipulated in Regulation 34 read along with Schedule V of the SEBI Listing Regulations are attached as a separate report which forms a part of the Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
Based Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit and Risk Management Committee, the Board is of the opinion that the Company'' internal financial controls were adequate and effective during the FY 2023-2024.
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other 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 such internal financial controls are adequate and operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes affecting the financial position of the Company subsequent to the close of FY 2023-24 till the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review, no significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company''s operations.
RISK MANAGEMENT
The Audit and Risk Management Committee is responsible for monitoring and reviewing the Enterprise Risk Management process and ensuring its effectiveness. The Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. The details of the Committee and its term of reference are set out in the Corporate Governance Report.
Your Company has a Risk Management Policy, pursuant to the provisions of Section 134 of the Act, to identify and evaluate business risks and opportunities for mitigation of the same on a continuous basis. This framework seeks to create transparency, minimize adverse impact on business objective and enhance your Company''s competitive advantage. The risk management framework defines the risk management approach across the enterprise at various levels including documentation and reporting.
The framework enables risks to be appropriately rated and graded in accordance with their 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 of existing control measures.
|
The key business risks identified by the Company and its mitigation plans are as under: |
||
|
S. No. |
Risks that matter |
Mitigants |
|
1 |
Geo-political Risk & related Economic Recession |
- Awareness & scanning of envoirnment - Strategic initiatives |
|
2 |
Fuel Prices & related inflation |
- Development of alternate energy sources, supplier and equipment - Locally sourced raw materials - Productivity & efficiency initiatives |
|
3 |
Cyber vulnerabilities |
- Cyber Risk assessment conducted - Vulnerability Assessment & Penetration testing (VAPT) - Cyber Incident Protocol drafted |
|
4 |
Impact of climate change |
- Continuous scanning of the environment - Use of renewable / alternate energy - Adherence to the various norms and alternate measures to reduce release of pollutants - ESG initiatives |
|
5 |
Abuse of social media and other media by guest / staff / stakeholders |
- Continuous monitoring of comments in social media and timely responses provided - All inclusive sustainable business model, involving all stakeholders - CSR connect |
|
6 |
Data governance - Quality of data, democratisation of data analytics, etc. |
- Data Lake in advanced stages of implementation - Process for third party data transfer initiated |
|
7 |
Business interruption on account of natural calamities / Acts of God / riots & strikes / political instability and terrorism / pandemics |
- Learnings from recent pandemic to assist in augmenting performance - New initiatives continue |
|
8 |
Impact on employee and customer well being |
- Group Medical Insurance initiated - Employee communication & counselling - Customer Communication - Hygiene & safety audits |
|
9 |
Data privacy - GDPR, CCPA, etc. - leading to penalties and litigation |
- Strengthening of policies and processes - Data Processor/Controller agreements with all relevant vendors - Internal Audits, Continuous monitoring |
|
10 |
Loss of critical / sensitive data due to leakage / loss / hacking |
- Encryption, Firewalls, Policies, Endpoint protection, including audits of IT and automated controls, and processes - Operation Management Tool in place - Backup and Disaster Recovery Site - Running 24X7 SOC - Creating awareness amongst associates |
|
11 |
Changes in levy / tax structure, resulting in litigation / astronomical demands, including radical changes ESG requirements |
- Regular counsel from SMEs - Improve coordination with relevant authorities - ESG specific activities |
PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO [PURSUANT TO COMPANIES
(ACCOUNTS) RULES, 2014]
A. CONSERVATION OF ENERGY: The Company has always been conscious of the need for conservation of energy and has been sensitive in making progress towards this end. The Company has installed 770 kwp Solar Power Plant in FY 2022-23 at Taj Ganges, Varanasi and efficiently used of full capacity in our operations during the FY 2023-24.
B. TECHNOLOGY ABSORPTION: There is no material information on technology absorption to be furnished. The Company continues to adopt and use the latest technologies to improve the efficiency and effectiveness of its business operations.
C. 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 foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows is furnished below:
|
2023-24 |
2022-23 |
|
|
Rs. Lakhs |
Rs. Lakhs |
|
|
a) Value of Imports |
||
|
Stores, Supplies and Spare Parts for Machinery |
0 |
1.74 |
|
Value of Imports (CIF) Capital Imports |
0 |
0 |
|
b) Expenditure in Foreign Currency |
||
|
Professional and Consultancy Fees |
38.11 |
34.93 |
|
Other Expenditure in Foreign Currency |
7.14 |
22.94 |
|
c) Earnings in Foreign Currency |
||
|
Earnings in Foreign Exchange |
1,620.68 |
1,346.76 |
PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.
VALUATION
During the year under review, there were no instances of onetime settlement with any Banks or Financial Institutions.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organization. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit and Risk Management Committee of the Board.
The Internal Auditors monitors and evaluate the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. All significant audit observations and corrective actions suggested are presented to the Audit and Risk Management Committee of the Board for review. The internal financial controls as laid down are adequate and were operating effectively during the year under review.
The Board''s Audit and Risk Management Committee oversees the adequacy of the internal control environment through periodic reviews of audit findings and by monitoring implementation of internal audit recommendations through compliance reports. In addition, as required under Section 143 of the Act, the Statutory Auditors have evaluated and expressed an opinion on the Company''s internal financial controls over financial reporting based on the audit for the FY 2023-24. In their opinion, the Company has, in all material respects, adequate internal controls over financial reporting and such internal financial controls over financial reporting were operating effectively as on March 31, 2024.
COMMITTEES OF THE BOARD
a. Audit and Risk Management Committee
b. Nomination and Remuneration Committee
c. Corporate Social Responsibility and Sustainability Committee
d. Stakeholdersâ Relationship Committee
During the year under review, all recommendations of the Committees were approved by the Board. The details including the composition of the committees including attendance at the meetings and terms of reference are included in the Corporate Governance Report, which forms a part of the Annual Report.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual Directors pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.); effectiveness of board processes, information and functioning, etc.; extent of co-ordination and cohesiveness between the Board and its Committees; and Quality of relationship between Board Members and the Management.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India (SEBI) on January 5, 2017.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Non-Executive Directors. The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution within and outside the meetings, etc. In the Board Meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.
ACKNOWLEDGMENT
The Directors thank the Companyâs customers, vendors, investors, partners and all other stakeholders for their continuous support.
The Directors appreciate and value the contribution made by all our employees and their families.
Mar 31, 2023
The Directors take pleasure in presenting the Fifty Second Annual Report of BENARES HOTELS LIMITED (âBHLâ or âthe Companyâ) along with the Audited Financial Statements for the Financial Year ended March 31, 2023.
|
OPERATING AND FINANCIAL RESULTS |
||
|
(Rs. Lakhs) |
(Rs. Lakhs) |
|
|
2022-23 |
2021-22 |
|
|
Income .......................................................................................... |
9,483 |
4,994 |
|
Gross Profit for the year .................................................................. |
3,766 |
1,472 |
|
Less: Depreciation ......................................................................... |
601 |
636 |
|
Less: Interest................................................................................... |
37 |
65 |
|
Profit before tax.............................................................................. |
3,128 |
771 |
|
Less: Provision for Tax: |
||
|
- Current Tax........................................................................... |
807 |
21 |
|
- Deferred Tax......................................................................... |
-17 |
184 |
|
- Provision of tax of earlier years (Net) .................................... |
â |
â |
|
Profits after Taxes ........................................................................... |
2,338 |
565 |
|
Add: Other Comprehensive Income (Net of Taxes)........................... |
-14 |
-5 |
|
Total Comprehensive Income.......................................................... |
2,324 |
560 |
|
Add: Balance brought forward from previous year ........................... |
5,486 |
4,925 |
|
Changes in accounting policy - Transition impact of Ind AS 116........ |
â |
â |
|
Balance available for appropriations ............................................... |
7,809 |
5,486 |
|
Less: Dividend Paid........................................................................ |
-130 |
â |
|
Less: Tax on Dividend..................................................................... |
â |
â |
|
Less: Amount transferred to General Reserve .................................. |
â |
â |
|
Balance Carried forward............................................................... |
7,679 |
5,486 |
COMPANY''S OPERATIONS AND PERFORMANCE
The Total Income for the year ended 31st March, 2023 stood at Rs. 9,483 lakhs as compared to Rs. 4,994 Lakhs in previous year and the Gross Operating Profit (EBIDTA) stood at Rs. 3,766 Lakhs as compared to Rs. 1,472 Lakhs in previous year.
The profit before Tax for the year was at Rs. 3,128 Lakhs as compared to profit before tax of Rs. 771 lakhs for the previous year. The profit after Tax for the year was at Rs. 2,338 lakhs as compared to profit after Tax of Rs. 565 lakhs for the previous year.
DIVIDEND
Based on the performance of the Company and keeping in view of the increase in the revenue of the Company, the Board recommended a dividend @ 200 % i.e. Rs. 20 per fully paid Equity share on 13,00,000 Equity shares of face value Rs. 10 each, for the year endedMarch 31,2023 (Previous year Rs. 10 per equity share).
The dividend on Equity Shares is subject to the approval of the Shareholders at the Annual General Meeting (AGM) scheduled to be held on Thursday, August 24,2023. The dividend once approved by the Shareholders will be paid on and after Monday, September 4,2023.
The dividend on Equity Shares if approved by the Members, would involve a cash outflow of Rs. 260 lakhs resulting in a dividend pay-out of 11% of the profits of the Company.
HOLDING AND SUBSIDIARY COMPANIES
The Indian Hotels Company Limited (IHCL) is the ultimate Holding Company of BHL. The Company does not have any subsidiary company.
In accordance with the requirements of the Companies Act, 2013 (the Act) and the Company''s Articles of Association, Dr. Anant Narain Singh (DIN: 00114728) retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking Shareholders'' approval for his re-appointment forms part of the Notice.
During the year under review, Mr. Puneet Chhatwal (DIN: 07624616) has resigned from the Directorship of the Company w.e.f. February 2, 2023. The Board places on record its appreciation for his invaluable contribution and guidance provided to the Company during his tenure.
Based on the recommendations of the Nomination and Remuneration Committee (NRC) and in accordance with the provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), Mr. Beejal Desai (DIN: 03611725) was appointed as an Additional Director with effect from February 8, 2023 subject to the approval of the Members. The members of the Company have approved his appointment vide Postal Ballot, w.e.f. March 23, 2023. In the opinion of the Board, Mr. Desai is a person of integrity and possesses the requisite qualifications, experience and expertise required for discharging his duties as a Director of the Company.
The Board of Directors approved the proposal to re-appoint, Mr. Puneet Raman (DIN: 00341221) as an Independent Director, based on the recommendation of Nomination and Remuneration Committee (NRC), for a further period of five (5) years upon the expiry of his current term on September 16, 2023, subject to the Members approval, by way of Special Resolution as required under the provisions of the Companies Act, 2013.
The approval of the shareholders for the re-appointment of Directors including Independent Directors has been sought in the Notice convening the AGM ofyour Company.
In terms of Section 149 of the Act and Regulation 16(1) of the SEBI Listing Regulations, Mrs. Rukmani Devi, Mr. Moiz Miyajiwala and Mr. Puneet Raman are the Independent Directors of the Company as on March 31,2023.
In terms of Regulation 25(8) of SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Based upon the declarations received from the independent Directors, the Board of Directors has confirmed that they meet the criteria of Independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations and that they are Independent of the Management. In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
During the year under review, the Non - Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than Directorâs Commission, sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committee and General Meeting of the Company.
KEY MANAGERIAL PERSONNEL
In terms of Section 203 of the Act, your Company has Mr. Vivek Sharma as the Chief Executive Officer (CEO), Mr. Harish Kumar as the Chief Financial Officer (CFO) and Ms. Vanika Mahajan as the Company Secretary of the Company, as the Key Managerial Personnel of the Company, as on March 31,2023.
Mr. Vivek Sharma has resigned as the Chief Executive Officer (CEO) w.e.f. April 12, 2023 and Mr. Vishal Singh was appointed as new Chief Executive Officer (CEO) of the Company w.e.f. April 19, 2023. The Board places on record its appreciation for the invaluable contribution and services provided by Mr. Vivek Sharma to the Company during his tenure.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has an ongoing familiarization programme for the Independent Directors with respect to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. All the Board members of the Company are afforded every opportunity to familiarize themselves with the Company, statutory changes impacting the Company, its Management and its operations and all the information /documents sought by them is/are shared with them for enabling a good understanding of the Company, its various operations and the industry of which it is a part. The details of the familiarization programme for Independent Directors are disclosed on the Company''s website under the weblink:
https://www.benareshotelslimited.com/content/dam/thrp/benareshotelslimited/documents/indepenent-
directors/familiarization-programme-BHL.pdf
NUMBER OF MEETINGS OF THE BOARD
During the year under review, five (5) Board Meetings were held and the intervening gap between the meetings did not exceed the period of one hundred and twenty days, the details of which are given in the Corporate Governance Report, which forms a part of the Annual Report.
STATUTORY AUDITORS
M/s PKF Sridhar & Santhanam LLP, Chartered Accountants, (Firm Registration No. 003990S/S200018) were appointed as the Statutory Auditors of the Company at the 46th AGM to hold office for a period of one financial year from the conclusion of the 46th AGM until the conclusion of the 47th AGM and then at the 47th AGM to hold office for a period of five financial years from the conclusion of the 47th AGM until the conclusion of the 52nd AGM to examine and audit the accounts of the Company. The Company can appoint M/s PKF Sridhar & Santhanam LLP, as the Statutory Auditors of the Company, for a further period of 4 (four) years - which would be in compliance with the 10 (ten) year tenure restriction set out under Section 139 of the Companies Act.
The Board of Directors based on the recommendation of the Audit and Risk Management Committee approved the re-appointment of PKF Sridhar & Santhanam LLP as the Statutory Auditors of the Company for a further period of four Financial Years, i.e. to hold office from the conclusion of the ensuing 52nd AGM till the conclusion of the 56th AGM of the Company, to audit and examine the books of accounts of the Company, subject to approval of the Members at the ensuing AGM.
The necessary resolution for the re-appointment of PKF Sridhar & Santhanam LLP, forms a part of the Notice convening the ensuing AGM scheduled to be held on Thursday, August 24,2023.
The Statutory Auditors Report on the Financial Statements of the Company for Financial year 2022-23 does not contain any qualifications, reservations, adverse remarks or disclaimer.
The Statutory Auditors of the Company have not reported any fraud as specified under Section 143 (12) of the Act, in the year under review.
SECRETARIAL AUDITORS
In terms of Section 204 of the Act, and Rules made thereunder, D. S. Associates, Company Secretaries (C.P No. 7347) were appointed as Secretarial Auditors of the Company to conduct the Secretarial Audit of records and documents of the Company for Financial Year 2022-23 and their report is attached as Annexure 1 to this Report. The Secretarial Auditorâs Report, does not contain any qualifications, reservations, disclaimers or adverse remarks.
COST AUDITORS
Maintenance of cost records as specified by the Central Government under Section 148 (1) of the Act is not applicable to the Company.
ANNUAL RETURN
As provided under Section 92(3) and 134(3)(a) of the Act, the Annual Return in Form MGT-7 for Financial Year 2022-23 is available on the website of the Company at https://www.benareshotelslimited.com/en-in/AGM-2023/
VIGIL MECHANISM
In accordance with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, the Company has established the necessary vigil mechanism that provides a formal channel for all its Directors, Employees and other stakeholders to report concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct. The details of the policy have been disclosed in the Corporate Governance Report, which forms a part of the Annual Report and is also available on
https://www.benareshotelslimited.com/content/dam/thrp/benareshotelslimited/documents/announcement-
policies/bhl-whistle-blower-policy-revised-21-07-2023.pdf
CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY COMMITTEE
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure 2 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Amendment Rules 2022. For other details regarding the CSR and Sustainability Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on
https://www.benareshotelslimited.com/content/dam/thrp/benareshotelslimited/documents/announcement-
policies/BHL-CSR-POLICY-2021-2022.pdf
POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companyâs policy on directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Act is available on
DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (POSH Act)
The Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the POSH Act, and the rules framed thereunder, including constitution of the Internal Complaints Committee. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the POSH Act and the same is available on the Companyâs website
https://www.benareshotelslimited.com/content/dam/thrp/benareshotelslimited/documents/policies/BHL-
POSH-Policy-Final.pdf
During the financial year 2022-23 the Company has not received any complaint on sexual harassment. No case remains pending as onMarch 31,2023.
INFORMATION PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The information required under Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended is furnished in Annexure 3.
PARTICULARS OF EMPLOYEES
The Company had no employees during the year who were in receipt of remuneration aggregating to:
(a) Not less than Rs. 102.00 lakhs for the year, if employed throughout the financial year,
or
(b) Not less thanRs. 8.50 lakhs per month, if employed for part of the financial year.
BUSINESS OVERVIEW
An analysis of the Business and Financial Results are given in the Management Discussion and Analysis, which forms a part of the Annual Report.
FINANCE COST
Finance cost for the year ended 31st March 2023 was Rs. 36.77 lakhs (Previous year Rs. 64.80 Lakhs). Breakup of the total interest cost of Rs. 36.77 lakhs is as follows:
Interest expenses on borrowings: Nil
Interest on lease liability: Rs. 36.77 lakhs
DEPRECIATION - Rs. 600.91 Lakhs (Previous Year - Rs. 636.32 Lakhs)
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company falls within the scope of the definition of âinfrastructure companyâ as provided by the Act. Accordingly, the Company is exempt from the provisions of Section 186 of the Act with regards to Loans, Guarantees, Securities provided and Investments. Therefore, no details are provided.
BORROWINGS
During the year under report, the Company has not accepted any borrowings. The borrowings are Nil as on 31st Mar 2023. (Previous Year - Nil)
CAPITAL EXPENDITURE
During Financial Year 2022-23, the capital expenditure incurred was Rs. 158.23 Lakhs (Previous year Rs. 34.74 Lakhs).
DEPOSITS FROM PUBLIC
The Company has not accepted and / or renewed any deposits from public covered under Chapter V of the Act and as such, no amount on account ofprincipal or interest on deposits from public was outstanding as at the end of Financial Year 2022-23.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and the SEBI Listing Regulations, as amended, the Company has formulated a Policy on Related Party Transactions for identifying, reviewing, approving and monitoring of Related Party Transactions and the same can be accessed on the Company''s website at
https://www.benareshotelslimited.com/content/dam/thrp/benareshotelslimited/documents/announcement-
policies/Related-Party-Transaction-Policy.pdf
During the year under review, all Related Party Transactions that were entered into were in the Ordinary Course of Business and at Arms'' Length Basis. All transactions entered into with related parties were approved by the Audit and Risk Management Committee.
None of the transactions with related parties are material in nature or fall under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, as amended, in Form AOC-2 is not applicable to the Company for Financial Year 2022-2023 and hence the same is not provided.
CORPORATE GOVERNANCE
As required by SEBI Listing Regulations, the report for the year 2022-23 on Management Discussion and Analysis; and Corporate Governance along with the Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance norms as stipulated in Regulation 34 read along with Schedule V of the SEBI Listing Regulations forms part of the Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS
The Company has complied with the provision of Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India.
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit and Risk Management Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the FY 2022-2023.
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other 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 such internal financial controls are adequate and operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Effective from April 1, 2023, The Gateway Hotel, Gondia has been rebranded as Ginger Hotel, Gondia. This transition is expected to benefit the hotel in terms of market positioning and profitability. There are no material changes affecting the financial position of the Company till the date of signing of Financial Statements of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review, no significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations.
RISK MANAGEMENT
The Audit and Risk Management Committee is responsible for monitoring and reviewing the Enterprise Risk Management process and ensuring its effectiveness. The Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. The details of the Committee and its term of reference are set out in the Corporate Governance Report.
Your Company has a Risk Management Policy, pursuant to the provisions of Section 134 of the Act, to identify and evaluate business risks and opportunities for mitigation of the same on a continuous basis. This framework seeks to create transparency, minimize adverse impact on business objective and enhance your Company''s competitive advantage. The risk management framework defines the risk management approach across the enterprise at various levels including documentation and reporting.
The framework enables risks to be appropriately rated and graded in accordance with their 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: |
|
|
Risks that matter |
Mitigants |
|
Geo-political Risk & related Economic Recession |
- Awareness & scanning of environment - Strategic initiatives |
|
Fuel Prices & related inflation |
- Development of alternate energy sources, suppliers and equipment - Locally sourced raw materials - Productivity & efficiency initiatives |
|
Cyber vulnerabilities |
- Cyber Risk assessment conducted - Vulnerability Assessment & Penetration testing (VAPT) - Cyber Incident Protocol drafted |
|
Impact of climate change |
- Continuous scanning of the environment - Use of renewable / alternate energy - Adherence to the various norms and alternate measures to reduce release of pollutants - ESG initiatives |
|
Abuse of social media and other media |
- Continuous monitoring of comments in social media and timely responses provided - All inclusive sustainable business model, involving all stakeholders - CSR connect |
|
Data governance - Quality of data, democratisation of data analytics, etc |
- Data Lake in advanced stages of implementation - Process for Third Party Data Transfer initiated |
|
Business interruption inter alia on account of pandemics |
- Learnings from recent pandemic to assist in augmenting performance - New initiatives continue |
|
Impact on employee and customer well being |
- Employee communication & counselling - Customer Communication - Hygiene & safety audits |
|
Data privacy - GDPR, CCPA, etc - leading to penalties and litigation |
- Strengthening of policies and processes - Data Processor/Controller agreements with all relevant vendors - Internal Audits, Continuous monitoring |
|
Loss of critical / sensitive data due to leakage / loss / hacking |
- Encryption, Firewalls, Policies, Endpoint protection, including audits of IT and automated controls, and processes - Operation Management Tool in place - Backup and Disaster Recovery Site - Running 24X7 SOC - Creating awareness amongst associates |
PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO [PURSUANT TO COMPANIES (ACCOUNTS) RULES, 2014]
A. CONSERVATION OF ENERGY: The Company has always been conscious of the need for conservation of energy and has been sensitive in making progress towards this end. During the year, the Company has enhanced the capacity of solar power plant at Taj Ganges, Varanasi by 270 kwp. Post this installation, the total solar power plant capacity has reached to 770 kwp at Taj Ganges, Varanasi. Further, the Company has added three electric vehicles in its fleet for guest transportation.
B. TECHNOLOGY ABSORPTION: There is no material information on technology absorption to be furnished. The Company continues to adopt and use the latest technologies to improve the efficiency and effectiveness of its business operations.
|
C. 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 foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in |
||
|
terms of actual outflows is furnished below: |
||
|
2022-23 |
2021-22 |
|
|
Rs. Lakhs |
Rs. Lakhs |
|
|
a) |
Value of Imports Stores, Supplies and Spare Parts for Machinery 1.74 |
0 |
|
Value of Imports (CIF) Capital Imports 0 |
0 |
|
|
b) |
Expenditure in Foreign Currency Professional and Consultancy Fees 34.93 |
0 |
|
Other Expenditure in Foreign Currency 22.94 |
24.18 |
|
|
c) |
Earnings in Foreign Currency Earnings in Foreign Exchange 1346.76 |
266.49 |
PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.
VALUATION
During the year under review, there were no instances of onetime settlement with any Banks or Financial Institutions.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organization. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit and Risk Management Committee of the Board.
The Internal Auditors monitors and evaluate the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. All significant audit observations and corrective actions suggested are presented to the Audit and Risk Management Committee of the Board for review. The internal financial controls as laid down are adequate and were operating effectively during the year under review.
The Boardâs Audit and Risk Management Committee oversees the adequacy of the internal control environment through periodic reviews of audit findings and by monitoring implementation of internal audit recommendations through compliance reports. In addition, as required under Section 143 of the Act, the Statutory Auditors have evaluated and expressed an opinion on the Companyâs internal financial controls over financial reporting based on the audit for the FY 2022-23. In their opinion, the Company has, in all material respects, adequate internal controls over financial reporting and such internal financial controls over financial reporting were operating effectively as on March 31, 2023.
COMMITTEES OF THE BOARD
a. Audit and Risk Management Committee
b. Nomination and Remuneration Committee
c. Corporate Social Responsibility and Sustainability Committee
d. Stakeholdersâ Relationship Committee
During the year under review, all recommendations of the Committees were approved by the Board. The details including the composition of the committees including attendance at the meetings and terms of reference are included in the Corporate Governance Report, which forms a part of the Annual Report.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual Directors pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.); effectiveness of board processes, information and functioning, etc.; extent of co-ordination and cohesiveness between the Board and its Committees; and Quality of relationship between Board Members and the Management.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5,2017.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Non-Executive Directors.
The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In the Board Meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its Committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.
ACKNOWLEDGMENT
The Directors thank the Company''s customers, vendors, investors, partners and all other stakeholders for their continuous support.
The Directors appreciate and value the contribution made by all our employees and their families.
On behalf of the Board of Directors
Dr. Anant Narain Singh Chairman
(DIN: 00114728)
Place : Mumbai Date : 19th April, 2023
Mar 31, 2018
BOARDâS REPORT TO THE MEMBERS
The Directors hereby present the Forty Seventh Annual Report of the Company together with the Financial Statement (Audited Statements of Account) for the year ended 31stMarch, 2018.
OPERATING AND FINANCIAL RESULTS
|
(Rs. Lakhs) |
(Rs. Lakhs) |
|
|
2017-18 |
2016-17 |
|
|
Income ....................................................................................... |
... 4827.52 |
5113.62 |
|
Gross Profit for the year ............................................................... |
... 1214.49 |
1538.19 |
|
Less: Depreciation ...................................................................... |
... 417.31 |
464.85 |
|
Less: Interest................................................................................ |
... 12.32 |
- |
|
Profit before tax ........................................................................... |
... 784.85 |
1073.34 |
|
Less: Provision for Tax: |
||
|
- Current Tax ........................................................................ |
... 301.30 |
491.77 |
|
- Deferred Tax ...................................................................... |
... (157.00) |
(100.12) |
|
- Provision oftax ofearlier years ( Net ) ................................. |
... (7.74) |
- |
|
Profits after Taxes ........................................................................ |
... 648.29 |
681.69 |
|
Add: Other Comprehensive Income (Net of Taxes) |
1.07 |
(16.61) |
|
Total Comprehensive Income |
649.36 |
665.08 |
|
Add: Balance brought forward from previous year |
3818.17 |
3466.03 |
|
Balance available for appropriations |
4467.54 |
4131.11 |
|
Less: Dividend Paid |
195.00 |
260.00 |
|
Less: Tax on Dividend |
39.70 |
52.93 |
|
Less: Amount transferred to General Reserve |
- |
- |
|
Balance Carried forward |
4232.84 |
3818.17 |
OPERATIONS
During the year, the Revenue from Operations dropped by 4.3% as compared to previous year as 55 rooms at The Gateway Hotel, Varanasi were not available due to renovation for part of the year. F&B revenues were almost at par with previous year, though the room revenues decreased by 6% as compared with previous year.
While Nadesar Palace has improved its performance, owing to decrease in Room revenue at The Gateway Hotel, Varanasi and the margins coming under pressure in The Gateway Hotel, Gondia coupled with the drop in Interest income on account of utilization of funds for the renovation projects of Rooms and construction of new banquet hall, the Gross Operating Profit (EBIDTA) for the year was at Rs.1214.49 Lakhs as against Rs. 1538.19 Lakhs in the previous year.
Accelerated depreciation amounting to Rs. 118.90 Lakhs (PYRs. 187.04 Lakhs) in accordance with provisions of schedule II of the Companies Act, 2013 have been charged during the year. Consequently, the profit before tax was at Rs. 784.85 Lakhs, i.e. 26.88% lower than previous year.
A new banquet hall at The Gateway Hotel, Varanasi has been commissioned and renovation of 55 rooms has also been completed which would help the Company to improve its performance in the coming years.
DIVIDEND
Keeping in view of the performance of the Company, your Directors recommend the payment of dividend @ 150% (previous year dividend @ 150%) per equity share involving distribution of Rs. 195 Lakhs.
PARTICULARS OF EMPLOYEES
The Company had no employees during the year who were in receipt of remuneration aggregating to:
(a) Not less than Rs. 102.00 Lakhs for the year, if employed throughout the financial year, or
(b) Not less than Rs. 8.50 Lakhs per month, if employed for part of the financial year.
DIRECTORS
During the year under report, the office of Mr. B.L. Passi, Director fell vacant w.e.f. July 21, 2017, pursuant to Section 167 of the Companies Act, 2013 and Mr. Rakesh Sarna, Director resigned from the Directorship of the Company w.e.f. September 30, 2017. The Directors place on record their appreciation of the services rendered by Mr. Passi and Mr. Sarna during their tenure as Director ofthe Company.
In accordance with Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 (SEBI Listing Regulation), Mr. Giridhar Sanjeevi (DIN-06648008) and Mr. Puneet Chhatwal (DIN-07624616) were appointed as Additional Directors of the Company with effect from January 25, 2018 and May 10, 2018 respectively on the recommendation of the Nomination & Remuneration Committee. Mr. Sanjeevi has since resigned as a Director w.e.f. May 16, 2018 from the Directorship of the Company In terms of Section 161 of the Companies Act, 2013 and Article 122 of the Articles of Association of the Company, Mr. Puneet Chhatwal holds office up to the date of the Annual General Meeting of the Company It is proposed to appoint Mr. Chhatwal as a Director of the Company at the ensuing Annual General Meeting. The Board of Directors commends the appointment of Mr. Chhatwal as a Director of the Company.
In accordance with the Companies Act, 2013 and the Articles of Association of the Company, Dr. Anant Narain Singh (DIN 00114728) Director of the Company is liable to retire by rotation and being eligible seeks reappointment.
KEY MANAGERIAL PERSONNEL
During the year under report, Mr. Ravi Sharma, Chief Financial Officer (CFO) resigned w.e.f.July 16, 2017. He was replaced by Mr. Sopan Kedia as CFO of the Company w.e.f. July 24, 2017. Mr. Ashwani Anand, Chief Executive Officer (CEO) resigned w.e.f. May 3, 2018. He was replaced by Mr. Vijay Partap Shrikent as CEO of the Company w.e.f. May 10,2018.
In terms of Section 203 of Companies Act, 2013, your Company has Mr. Vijay Partap Shrikent as the Chief Executive Officer (CEO), Mr. Sopan Kedia as the Chief Financial Officer (CFO) and Ms. Vanika Mahajan as the Company Secretary of the Company, as the Key Managerial Personnel ofthe Company.
INFORMATION PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The information pursuant to Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure 1.
SUBSIDIARY COMPANIES
The Company does not have any subsidiary company
HOLDING COMPANY
The Indian Hotels Company Limited (IHCL) is the Ultimate Holding Company of the Company
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR
The Company held 4 (four) Board Meetings during the financial year under report.
AUDIT COMMITTEE AND VIGIL MECHANISM
In terms of Section 177 of the Companies Act, 2013, your Company has an Audit Committee with Mr. Shriraman, Mr. Moiz Miyajiwala, Mrs. Rukmani Devi and Mr. Rohit Khosla as its members. During the year under report, Mr. B.L. Passi and Mr. Giridhar Sanjeevi ceased to be the members of the Audit Committee consequent to the vacation of office and resignation from the Directorship of the Company respectively.
Your Company has a policy on Vigil Mechanism/ Whistle blower Policy to provide a formal mechanism for the Directors and employees to report genuine concerns about any unethical behaviour, actual or suspected fraud or violation of your Companyâs Code of Conduct or ethics policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel has been denied access to the Chairman of the Audit Committee. The provisions of the policy are in line with the provisions of Section 177(9) of the Act and Regulation 22 of the SEBI listing Regulations. The Whistle Blower Policy can be accessed on your Companyâs website: https://www.benareshotels limited.com/content/dam/thrp/benareshotelslimited/ documents/policies/Whistle_Blower.pdf
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
In terms of Section 135 of the Companies Act, 2013 (the Act), your Company has the Corporate Social Responsibility Committee (CSR) Committee of the Board with Dr. Anant Narain Singh, Mrs. Rukmani Devi and Mr. Rohit Khosla as the members of the Committee. The brief outline of the CSR Policy of your Company and the initiatives undertaken by your Company on CSR activities during the year are set out in âAnnexure 2'''' of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of your Company: https://www.benareshotelslimited.com/content/dam /thrp/benareshotelslimited/documents/policies/CSR %20POLICY.pdf.
NOMINATION AND REMUNERATION COMMITTEE
In terms of Section 178(1) of the Companies Act, 2013 (the Act), the Company has a Nomination and Remuneration Committee (NRC) of the Board with Dr. Anant Narain Singh, Mrs. Rukmani Devi and Mr. Shriraman as the members of the Committee. Mr. Giridhar Sanjeevi ceased to be a member of the Nomination & Remuneration Committee consequent to the resignation from the Directorship of the Company. The Committee met four times during the year on 8th May, 2017, 24th July, 2017, 25 th January, 2018 and 28 th March, 2018.
In terms of the requirement of section 178(3) and SEBI Listing Regulations, the Company has a policy relating to the remuneration for the directors, KMPs and other employees. The key features of the said policy are:
- Overall remuneration (sitting fees and Commission) should be reasonable and sufficient to attract, retain and motivate directors aligned to the requirements of the Company;
- Overall remuneration practices should be consistent with recognized best practices
- Within the parameters prescribed under the law, the payment of sitting fees and commission will be recommended by NRC and approved by the Board.
- The aggregate commission payable to the Directors will be recommended by NRC to the Board based on company performance, profits, return to investors, shareholder value creation and any other significant qualitative parameters as may be decided by the Board.
- The quantum ofcommission for each director shall be recommended by NRC to the Board based upon the outcome of the evaluation process drive by various factors including attendance and time spent in the Board and committee meetings, individual contributions at the meetings and contributions made by the Directors other than in meetings.
INTERNAL COMPLAINTS COMMITTEE
The Company has an ''Internal Complaints Committee'' under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the prevention and redressal of complaints of sexual harassment and for the matters concerned, connected or incidental thereto. No case was reported during the year under review.
DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149(7) of the Companies Act, 2013 (the Act), the Independent Directors have given a declaration that they meet the criteria of independence as per Section 149(6) of the Act.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
In addition to the Corporate Governance Guidelines discussed and adopted by the Board which, inter alia, included the role, rights and responsibilities of independent directors, the Company has an appropriate ongoing familiarization programme, with respect to the roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. The details of the familiarization programme are disclosed on the Companyâs website: https: //www. benareshotelslimited. com/content/dam /thrp/benareshotelslimited/documents/policies/Fami liarization%20Programme%20-%20BHL.pdf
LOANS, GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186
The Company has not given any loans or guarantees nor has made any investments under Section 186 of the Act during the year under review.
BORROWING
During the year under report, the Company has borrowed a sum of Rs. 500.00 Lakhs as a short term Inter Corporate Deposit from a body corporate.
SECRETARIALAUDIT REPORT
In terms of Section 204(1) of the Companies Act, 2013, M/s A K Bhayana & Associates, Company Secretaries, were appointed by the Company as the Secretarial Auditor. The secretarial audit report as obtained from them is attached to this Report as Annexure 3. The report does not contain any qualifications, reservation or adverse remarks.
ANNUAL RETURN
The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules 2014 is furnished in Annexure 4 to this Report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year under report 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 on Related Party Transactions, which policy is also available at Companyâs website: https://www.benareshotels limited.com/content/dam/thrp/benareshotelslimited/ documents/policies/RPT.pdf, for the purpose of identification and monitoring of such transactions. Prior omnibus approval of the Board is obtained for transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all the related party transactions is placed before the Audit Committee for its approval on a quarterly basis.
Other than transactions entered into in the normal course ofbusiness, the Company has not entered into any materially significant related party transactions during the year, which could have a potential conflict of interest between the company and its promoters, Directors, Management and/or relatives save and except that the transaction with The Indian Hotels Co. Ltd., the ultimate holding company during the year exceeded 10% of the annual gross turnover of the Company for the previous year, the approval for which was taken from the shareholders by way of a special resolution at the AGM held on August 21, 2015.
CORPORATE GOVERNANCE
As required by SEBI Listing Regulations, the report for the year 2017-18 on Management Discussion and Analysis, Corporate Governance as well as the Auditors'' Certificate regarding compliance of conditions of Corporate Governance, forms part of the Annual Report.
During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations.
RISK MANAGEMENT POLICY
Your Company has a Risk Management Policy, pursuant to the provisions of Section 134 of the Act, to identify and evaluate business risks and opportunities for mitigation of the same on a continual basis. This framework seeks to create transparency, minimize adverse impact on business objective and enhance your Company''s competitive advantage. The risk management framework defines the risk management approach across the enterprise at various levels including documentation and reporting.
The framework enables risks to be appropriately rated and graded in accordance with their 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 of existing control measures.
Existing control measures are evaluated against Critical Success Factors (CSFs) and Key Performance Indicators (KPIs) identified for those specific controls. Guiding principles to determine the risk consequence (impact), probability of occurrence (likelihood factor) and mitigation plan effectiveness have been set out in Risk Register.
The Key business risks identified by the Company and its mitigation plans are as under:
Strategy Risks: Risk of erosion of market dominance by losing market share, which originates from the choices we make on markets, resources and delivery models that can potentially impact our competitive advantage in the medium and long term. Loss of F&B attractiveness on account of pricing/ design/ competition.
Industry and Economic Risks: High dependence on US, Europe and East Asian markets for foreign tourists arrival. The economic situation in these parts of the world has a potential impact on the entire tourism industry. Risks arising from the development in the regulatory environment that could impact the Hotel/Tourism Industry. Risks due to geographic concentration of business, primarily in the city of Varanasi.
Operational Risks: High dependence on several technology platforms & systems to operate business both Internal & External. Cost overruns/delays in completion of projects. Loss of critical/sensitive data due to leakage/loss/hacking. Increase in fixed cost elements beyond entity control. Highly litigious nature of the industry/adverse consequences of litigation against the Company. non-renewal of key licenses and NOCs.
Safety and Security Risks: Risks arising from factors such as Fire, Accidents, Electricity mishaps, etc. Business interruption on account of natural calamities/ act of God/riots & strikes/political instability and terrorism.
Resources: Risks arising from sub-optimal succession planning and retention of talent pool. Inappropriate utilization of financial capital, talent and infrastructure.
KEY RISK MANAGEMENT PRACTICES
Risk Identification and Impact Assessment: Risk assessment enables risks to be appropriately rated and graded in accordance with their potential impact and likelihood. The two key components of risks are the probability (likelihood) of occurrence and the impact (consequence) if the risk occurs. Risk is analyzed by combining estimates of probability and impact in the context of existing control measures and included in the risk register. Apart from risk register, internal audit findings also provide input for risk identification and assessment, which is carried out on an annual basis across all functions.
Operational risks are assessed primarily on three dimensions, namely strength of underlying controls, compliance to policies and business procedure effectiveness.
Risk reporting and Disclosure: Risks to the achievement of key business objectives, trend line of risk level, impact and mitigation actions are reported risk level, impact and mitigation action are reported and discussed. The escalation ofrisk information is timely, accurate and gives complete coverage of the key risks to support management decision making at all levels.
Risk Mitigation and Monitoring: Each Manager creates a risk mitigation plan by employing an effective system of internal controls & checks and balances to mitigate the risks in the most effective manner, including designating responsibilities and providing for upward and onward communication of any significant issues that may merit attention or escalation. All employees actively engage in risk management within their own areas ofresponsibility.
Integration with Strategy and Business Planning:
Identified risks to the business objectives in the near term, medium term and long term are used as one of the key inputs for the development of strategy and annual business plan. Key strategic initiatives are identified to mitigate specific risk.
STAUTORY AUDITORS
PKF Sridhar & Santhanam LLP, Chartered Accountants (Registration No. 003990S/ S200018) the Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting. The report of the Statutory Auditors along with the Notes to Schedules is enclosed to this Report and does not contain any qualifications, reservations or adverse remark or disclaimer.
The Board has recommended the appointment of PKF Sridhar & Santhanam LLP, Chartered Accountants (Registration No. 003990S/S200018), as the Statutory Auditors of the Company, for a term of five consecutive years, from the conclusion of this AGM till the conclusion of the 52nd AGM of the Company to be held in the year 2023, for approval of the Members.
CONSERVATION OF ENERGY
The Company has always been conscious of the need for conservation of energy and has been sensitive in making progress towards this end. The Company has implemented following energy conservation initiatives at the hotel:
- Replacement of old chiller plants with energy saving advance chiller plants including pumps & cooling towers.
- Replacement of cold rooms in kitchen, which are energy efficient.
- Installation of FCU and LED lights in renovated rooms with higher efficiency.
- Installation of LED lights in back office area in place of CFL.
TECHNOLOGYABSORPTION
The activities of the Company do not involve the absorption of technology as envisaged to be furnished pursuant to The Companies (Accounts) Rules, 2014.
FOREIGN EXCHANGE EARNINGS AND OUTGO
In terms of the provisions of Section 134(3)(f)(m) of the Companies Act, 2013, read with Rule 8(3)(C) of The Companies (Accounts) Rules, 2014, the foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows is furnished below:-a) Value of Imports
|
31st March |
31st March |
|
|
2018 |
2017 |
|
|
Rs. Lakhs |
Rs. Lakhs |
|
|
Stores, Supplies and Spare Parts |
8.04 |
6.39 |
|
for Machinery |
|
Value of Imports |
240.07 |
35.92 |
|
(CIF) Capital Imports |
|
|
|
b) Expenditure in Foreign Currency |
|
|
|
Professional and Consultancy Fees |
11.73 |
16.24 |
|
Other Expenditure in Foreign Currency |
22.48 |
48.98 |
|
c) Earnings in Foreign Currency |
|
|
|
Earnings in Foreign Exchange |
726.57 |
999.27 |
DIRECTORS'' EVALUATION
The Board of Directors has made the annual evaluation of its own performance and that of its committees and individual directors based on the review conducted by the Nomination & Remuneration Committee by assessing the questionnaires furnished by the directors/members of various committees in respect of their self-assessment as well as the assessment of the Board/Committees followed by the discussions with the directors/ members of the Committees.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organization. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee ofthe Board.
DIRECTORSâ RESPONSIBILITY STATEMENT
Based on the framework of internal financial control and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditor and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2017-18.
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors to the best oftheir knowledge and ability, confirms that:
a). In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b). The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for that period;
c). The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d). The Directors have prepared the annual accounts on a going concern basis;
e). The Directors have laid down internal financial controls to be followed by Company and that such internal financial controls are adequate and were operating effectively; and
f). The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENTS
The Board desires to place on record its appreciation of the services rendered by the employees of the Company during the year under review.
On behalf of the Board of Directors
Dr. Anant Narain Singh
Chairman
Place : New Delhi
Date : 25th May, 2018
Mar 31, 2017
The Directors hereby present the Forty Sixth Annual Report of the Company together with the Financial Statement (Audited Statements of Account) for the year ended 31stMarch, 2017.
OPERATING AND FINANCIAL RESULTS
|
(Rs. Lakh) |
(Rs. Lakh) |
|
|
2016-17 |
2015-16 |
|
|
Income ........................................................................................ |
... 5113.62 |
5122.88 |
|
Gross Profit for the year ................................................................ |
.. 1538.19 |
1582.40 |
|
Less: Depreciation ....................................................................... |
... 464.85 |
266.45 |
|
Less: Interest ............................................................................... |
... - |
- |
|
Profit before tax ............................................................................ |
.. 1073.34 |
1315.95 |
|
Less: Provision for tax: |
||
|
- Current Tax ........................................................................ |
.. 491.77 |
199.33 |
|
- Deferred Tax....................................................................... |
.. (100.12) |
268.74 |
|
Profit after Taxes .......................................................................... |
.. 681.69 |
847.88 |
|
Add: Other Comprehensive Income (Net of Taxes)......................... |
.. (16.61) |
(4.34) |
|
Total Comprehensive Income........................................................ |
.. 665.08 |
843.54 |
|
Add: Balance brought forward from previous year .......................... |
.. 3466.03 |
2935.41 |
|
Balance available for appropriations .............................................. |
.. 4131.11 |
3778.95 |
|
Less: Dividend paid..................................................................... |
... 260.00 |
260.00 |
|
Less: Tax on Dividend .................................................................. |
... 52.93 |
52.93 |
|
Less: Amount transferred to General Reserve ................................ |
... - |
- |
|
Balance Carried forward............................................................ |
... 3818.17 |
3466.03 |
OPERATIONS
During the year, the Revenue from Operations dropped by1% as compared to previous year. While room revenues were almost at par with previous year, the F&B revenues decreased by 3% as compared with previous year.
Owing to decrease in F&B revenues and increase in operating expenses, the Gross Operating Profit (EBIDTA) for the year was at Rs. 1538 Lakh, i.e. 3% lower than the previous year.
The depreciation charge increased by Rs. 198 lakh primarily owing to accelerated depreciation charged on assets identified to have a shorter useful life, in accordance with provisions of Schedule II of the Companies Act, 2013.
Consequently, the profit before tax was at Rs. 1073 lakh, i.e. 18% lower than the previous year.
DIVIDEND
Keeping in view the performance of the Company, your Directors recommend the payment of dividend @150% (previous year dividend @200%) per equity share involving distribution of Rs. 195 lakh.
PARTICULARS OF EMPLOYEES
The Company had no employees during the year who were in receipt of remuneration aggregating to:
(a) Not less than Rs. 102.00 lakhs for the year, if employed throughout the financial year, or
(b) Not less than Rs. 8.50 lakhs per month, if employed for part of the financial year.
DIRECTORS
In accordance with Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 (SEBI Listing Regulations), Mr. Moiz Miyajiwala was appointed as Additional Director of the Company in the capacity of Independent Director effective January 24, 2017 and he holds office up to the date of the forthcoming Annual General Meeting and is further proposed to be appointed as Independent Director of the Company for a period of 5 years commencing from January 24,2017.
In accordance with the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rohit Khosla, Director of the Company is liable to retire by rotation and being eligible seeks reappointment.
During the year under report, Mr. D. R. Kaarthikeyan, independent director resigned from the Directorship of the Company with effect from October 20, 2016. The Directors place on record their appreciation of the services rendered by Mr. Kaarthikeyan during his tenure as Director of the Company.
KEY MANAGERIAL PERSONNEL
In terms of Section 203 of Companies Act, 2013, your Company has Mr. Ashwani Anand as the Chief Executive Officer (CEO), Mr. Ravi Sharma as the Chief Financial Officer (CFO) and Ms. Vanika Mahajan as the Company Secretary of the Company, as the Key Managerial Personnel of the Company.
INFORMATION PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The information pursuant to Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure 1.
SUBSIDIARY COMPANIES
The Company does not have any subsidiary company
HOLDING COMPANY
The Indian Hotels Company Limited (IHCL) is the Ultimate Holding Company of the Company
NUM BER OF BOARD M EETINGS CONDUCTED DURING THE YEAR
The Company had convened 4 (four) Board Meetings during the financial year under report.
AUDIT COMMITTEE AND VIGIL MECHANISM
In terms of Section 177 of the Companies Act, 2013, your Company has an Audit Committee with Mr. B.L. Passi, Mr. Shriraman, Mr. Rohit Khosla and Mrs. Rukmani Devi as its members.
Your Company has a Policy on vigil mechanism/ Whistleblower Policy to provide a mechanism for the Directors and employees to report actual or suspected fraud or violation of your Companyâs Code of Conduct. The provisions of this Policy are in line with the provisions of Section 177 (9) of the Act and Clause 22 of the SEBI Listing Regulations. The Whistle Blower Policy can be accessed on your Companyâs website www.benareshotelslimited.com.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
In terms of Section 135 of the Companies Act, 2013 (the Act), your Company has the Corporate Social Responsibility Committee (CSR Committee) of the Board with Dr. Anant Narain Singh, Mrs. Rukmani Devi and Mr. Rohit Khosla as the members of the Committee. The brief outline of the Corporate Social Responsibility (CSR) Policy of your Company and the initiatives undertaken by your company on CSR activities during the year are set out in â Annexure 2â of this Report in the format prescribed in the Companies (Corporate Social Responsibilty Policy) Rules, 2014. The policy is available on the website of yourCompanywww.benareshotelslimited.com.
NOMINATION AND REMUNERATION COMMITTEE
In terms of Section 178(1) of the Companies Act,
2013 (the Act), the Company has a Nomination and
Remuneration Committee (NRC) of the Board with Dr. Anant Narain Singh, Mrs. Rukmani Devi and Mr. Shriraman as the members of the Committee. The Committee met four times during the year on 3rd May, 2016, 2nd July, 2016, 24th January, 2017 and 24th March, 2017.
In terms of the requirement of Section 178(3) and SEBI Listing Regulations, the Company has a policy relating to the remuneration for the directors, KMPs and other employees. The key features of the said policy are:
- Overall remuneration (sitting fees and Commission) should be reasonable and sufficient to attract, retain and motivate directors aligned to the requirements of the Company;
- Overall remuneration practices should be consistent with recognized best practices
- Within the parameters prescribed under the law, the payment of sitting fees and commission will be recommended by NRC and approved by the Board.
- The aggregate commission payable to the Directors will be recommended by NRC to the Board based on company performance, profits, return to investors, shareholder value creation 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 Board based upon the outcome of the evaluation process drive by various factors including attendance and time spent in the Board and committee meetings, individual contributions at the meetings and contributions made by the Directors other than in meetings.
INTERNAL COMPLAINTS COMMITTEE
The Company has an ''Internal Complaints Committee'' under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the prevention and redressal of complaints of sexual harassment and for the matters concerned, connected or incidental there to.
During the financial year 2016-17 the Company received one complaint from an industrial trainee at The Gateway Hotel Ganges - Varanasi, on sexual harassment. The Investigation for the same has been completed and accused employee has since resigned from the Company
DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149(7) of the Companies Act, 2013 (the Act), the Independent Directors have given a declaration that they meet the criteria of independence as per Section 149(6) of the Act.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
In addition to the Corporate Governance Guidelines discussed and adopted by the Board which, inter alia, included the role, rights and responsibilities of independent directors, the Company has an appropriate ongoing familiarization programme, with respect to the roles, rights responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. The details of the familiarisation programme are disclosed on the Companyâs website under the weblink:www.benareshotelslimited.com.
LOANS, GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186
During the year under report, the Company has placed/renewed a sum of Rs. 10.00 crores as short term Inter Corporate Deposits with bodies corporate within the limits prescribed under Section 186 of the Companies Act, 2013.
SECRETARIAL AUDIT REPORT
In terms of Section 204(1) of the Companies Act, 2013, M/s A K Bhayana & Associates, Company Secretaries, were appointed by the Company as the Secretarial Auditor. The secretarial audit report as obtained from them is attached to this Report as Annexure 3. The report is self-explanatory and does not call for any comments.
ANNUAL RETURN
The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration ) Rules 2014 is furnished in Annexure 4 to this Report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year under report 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 on Related Party Transactions, which policy is also available at Company''s website www.benareshotelslimited.com, for the purpose of identification and monitoring of such transactions. Prior omnibus approval of the Board is obtained for transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all the related party transactions is placed before the Audit Committee for its approval on a quarterly basis.
Other than transactions entered into in the normal course of business, the Company has not entered into any materially significant related party transactions during the year, which could have a potential conflict of interest between the Company and its promoters, Directors, Management and/or relatives save and except that the transaction with The Indian Hotels Co. Ltd., the ultimate holding company during the year exceeded 10% of the annual gross turnover of the Company for the previous year, the approval for which was taken from the shareholders by way of a special resolution at the AGM held on August 21, 2015.
CORPORATE GOVERNANCE
As required by SEBI Listing Regulations, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditorsâ Certificate regarding compliance of conditions of Corporate Governance, forms part of the Annual Report.
During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companyâs operations.
RISK MANAGEMENT POLICY
Pursuant to Section 134 of the Act, your Company has a Risk Management Policy, to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on business objective and enhance the Company''s competitive advantage. The risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting.
The framework enables risks to be appropriately rated and graded in accordance with their 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 of existing control measures.
Existing control measures are evaluated against Critical Success Factors (CSFs) and Key Performance Indicators (KPIs) identified for those specific controls. Guiding principles to determine the risk consequence (impact), probability of occurrence (likelihood factor) and mitigation plan effectiveness have been set out in Risk Register.
The Key business risks identified by the Company and its mitigation plans are as under:
Strategy Risks: Risk of erosion of market dominance by losing market share, which originates from the choices we make on markets, resources and delivery models that can potentially impact our competitive advantage in the medium and long term. Loss of F&B attractiveness on account of pricing/design/ competition.
Industry and Economic Risks: High dependence on US, Europe and East Asian markets for foreign tourists arrival. The economic situation in these parts of the world has a potential impact on the entire tourism industry. Risks arising from the development in the regulatory environment that could impact the Hotel/Tourism Industry. Risks due to geographic concentration of business, primarily in the city of Varanasi.
Operational Risks: High dependence on several technology platforms & systems to operate business both Internal & External. Cost overruns/delays in completion of projects. Loss of critical/sensitive data due to leakage/loss/hacking. Increase in fixed cost elements beyond entity control. Highly litigious nature of the industry/adverse consequences of litigation against Company, non-renewal of key licenses and NOCs.
Safety and Security Risks: Risks arising from factors such as fire, accidents, electricity mishaps, etc. Business interruption on account of natural calamities/ act of God/riots & strikes/political instability and terrorism.
Resources: Risks arising from sub-optimal succession planning and retention of talent pool. Inappropriate utilization of financial capital, talent and infrastructure.
KEY RISK MANAGEMENT PRACTICES
Risk Identification and Impact Assessment: Risk assessment enables risks to be appropriately rated and graded in accordance with their potential impact and likelihood. The two key components of risks are the probability (likelihood) of occurrence and the impact (consequence) if the risk occurs. Risk is analyzed by combining estimates of probability and impact in the context of existing control measures and included in the risk register. Apart from risk register, internal audit findings also provide input for risk identification and assessment, which is carried out on an annual basis across all functions.
Operational risks are assessed primarily on three dimensions, namely strength of underlying controls, compliance to policies and business procedure effectiveness.
Risk reporting and Disclosure: Risks to the achievement of key business objectives, trend line of risk level, impact and mitigation actions are reported risk level, impact and mitigation action are reported and discussed. The escalation of risk information is timely, accurate and gives complete coverage of the key risks to support management decision making at all levels.
Risk Mitigation and Monitoring: Each manager creates a risk mitigation plan by employing an effective system of internal controls & checks and balances to mitigate the risks in the most effective manner, including designating responsibilities and providing for upward and onward communication of any significant issues that may merit attention or escalation. All employees actively engage in risk management within their own areas of responsibility.
Integration with Strategy and Business Planning:
Identified risks to the business objectives in the near term, medium term and long term are used as one of the key inputs for the development of strategy and annual business plan. Key strategic initiatives are identified to mitigate specific risk.
STATUTORY AUDITORS
M/s N. Krishnaswamy & Company, Chartered Accountants (Firm Registration No. 001555S), the Statutory Auditors of the Company, hold office till the conclusion of the 46th AGM of the Company. The Board has recommended the appointment of PKF Sridhar and Santhanam, LLP, Chartered Accountants (Firm Registration No. 003990S/S200018), as the Statutory Auditors of the Company in their place, from the conclusion of this AGM till the conclusion of next AGM of the Company on such remuneration as shall be mutually agreed between the Board and Auditors.
The report of the Statutory Auditors along with the notes to Schedules is enclosed to this report and does not contain any qualification, reservation or adverse remark or disclaimer.
CONSERVATION OF ENERGY
The Company has always been conscious of the need for conservation of energy and has been sensitive in making progress towards this end. The Company has implemented following energy conservation initiatives at the hotel:
- Continue to replace the CFL lights in various areas in the Hotels with energy efficient LED lights.
- Replacement of out of order electrical equipments with energy efficient equipments in a systematic manner.
- Conducted detailed energy audits through expert agency specializing in such audits and identified more areas where energy saving measures can be implemented in following years.
TECHNOLOGYABSORPTION
The activities of the Company do not involve the absorption of technology as envisaged to be furnished pursuant to The Companies (Accounts) Rules, 2014.
FOREIGN EXCHANGE EARNINGS AND OUTGO
In terms of the provisions of Section 134(3)(f)(m) of the Companies Act, 2013, read with Rule 8(3)(C) of The Companies (Accounts) Rules, 2014, the Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is furnished in Notes on Accounts (Refer Note 29 to 31 in Notes to Financial Statements).
DIRECTORS EVALUATION
The Board of Directors has made the annual evaluation of its own performance and that of its Committees and individual directors based on the review conducted by the Nomination & Remuneration Committee by assessing the questionnaires furnished by the directors/members of various committees in respect of their self assessment as well as the assessment of the Board/Committees followed by the discussions with the directors/ members of the Committees.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organization. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.
DIRECTORSâ RESPONSIBILITY STATEMENT
Based on the framework of internal financial control and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the financial year 2016-17.
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability, confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b). The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for that period;
c). The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d). The Directors have prepared the annual accounts on a going concern basis;
e). The Directors have laid down internal financial controls to be followed by Company and that such internal financial controls are adequate and were operating effectively; and
f). The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENTS
The Board desires to place on record its appreciation of the services rendered by the employees of the Company during the year under review.
On behalf of the Board of Directors
Dr. Anant Narain Singh
Chairman
Place : Mumbai
Date : 8th May, 2017
Mar 31, 2016
BOARDâS REPORT TO THE MEMBERS
The Directors hereby present the Forty Fifth Annual Report of the Company together with the Financial Statement (Audited Statements of Account) for the year ended 31st March, 2016.
OPERATING AND FINANCIAL RESULTS
|
(Rs. Lacs) |
(Rs. Lacs) |
|
|
2015-16 |
2014-15 |
|
|
Income. |
5100.20 |
4824.06 |
|
Gross Profit for the year. |
1553.03 |
1693.01 |
|
Less: Depreciation |
266.46 |
267.23 |
|
Less: Interest |
- |
- |
|
Profit before tax. |
1286.57 |
1425.78 |
|
Less: Provision for tax: |
||
|
-Current Tax |
336.40 |
445.84 |
|
-Deferred Tax. |
538.18 |
57.77 |
|
- Minimum Alternate Tax credit. |
(269.44) |
- |
|
- Earlier years Taxes |
(147.13) |
(0.45) |
|
Net Profit |
828.56 |
922.62 |
|
Add: Balance brought forward from previous year |
2622.49 |
2012.80 |
|
Balance available for appropriations |
3451.05 |
2935.42 |
|
APPROPRIATIONS : (a) A dividend @ 200 % i.e. Rs.20/- per equity share (previous year 200% i.e. Rs. 20/- per equity share) on 13,00,000 Equity Shares, which, if approved by the Shareholders at the Annual General Meeting, to be held on Friday, August 12, 2016, |
||
|
will be paid out of the provision for dividend |
260.00 |
260.00 |
|
(b) Tax on Dividend |
52.93 |
52.93 |
|
(c) Amount transferred to General Reserve. |
â |
â |
|
(d) Balance carried forward |
3138.12 |
2622.49 |
OPERATIONS
The Company registered 6% growth in revenues as compared to previous year. While room revenues were 10% higher than the previous year, the F&B revenues decreased by1 %.
The newly opened Gateway Hotel at Gondia, Maharashtra in 2014, completed its first full financial year of operations and registered increase in revenues. The directors hope that the Hotelâs financial performance will continue to improve and the Hotel will be well received in the market.
Owing to decrease in F&B revenues and increase in operating expenses, the profit before taxes for the year was at Rs. 1287 Lacs, i.e. 10% lower than the previous year. Your directors hope that the Company will register superior financial performance in the next financial year i.e.2016-17.
DIVIDEND
Your Directors recommend the payment of dividend @200% (previous year dividend @ 200%) per equity share involving distribution of Rs. 260.00 lacs.
PARTICULARS OF EMPLOYEES
The Company had no employees during the year who were in receipt of remuneration aggregating to:
(a) Not less than Rs. 60.00 lacs for the year, if employed throughout the financial year, or
(b) Not less than Rs. 5.00 lacs per month, if employed for part of the financial year.
DIRECTORS
In accordance with the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rakesh Sarna, Director of the Company is liable to retire by rotation and being eligible seeks reappointment.
KEY MANAGERIAL PERSONNEL
During the year under report, Mr. Ahmar Siddiqui, Chief Executive Officer (CEO) and Mr. P K Bhatia, Company Secretary of the Company resigned w.e.f. June 29, 2015 and March 28, 2016 respectively. They were replaced by Mr. Ashwani Anand as CEO and Ms. Vanika Mahajan as the Company Secretary of the Company w.e.f. July 23, 2015 and May 3, 2016 respectively. In terms of Section 203 of Companies Act, 2013, your Company has Mr. Ashwani Anand as the Chief Executive Officer (CEO), Mr. Ravi Sharma as the Chief Financial Officer (CFO) and Ms. Vanika Mahajan as the Company Secretary of the Company, as the Key Managerial Personnel of the Company.
INFORMATION PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The information pursuant to Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure 1.
SUBSIDIARY COMPANIES
The Company does not have any subsidiary company
HOLDING COMPANY
The Indian Hotels Company Limited (IHCL) is the Ultimate Holding Company of the Company
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR
The Company had convened 4 (Four) Board Meetings during the financial year under report.
AUDIT COMMITTEE AND VIGIL MECHANISM
In terms of Section 177 of the Companies Act, 2013, your Company has an Audit Committee with Mr. B.L. Passi, Mr. Shriraman, Mr. Rohit Khosla and Mrs. Rukmani Devi as its members.
Your Company has a Policy on vigil mechanism/ Whistleblower Policy to provide a mechanism for the Directors and employees to report actual or suspected fraud or violation of your Companyâs Code of Conduct. The provisions of this Policy are in line with the provisions of Section 177 (9) of the Act and Clause 22 of the SEBI Listing Regulations. The Whistle Blower Policy can be accessed on your Companyâs website www.Benareshotelslimited.com.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
In terms of Section 135 of the Companies Act, 2013 (the Act), your Company has the Corporate Social Responsibility Committee (CSR Committee) of the Board with Dr. Anant Narain Singh, Mr. D.R. Kaarthikeyan and Mr. Rohit Khosla as the members of the Committee. The brief outline of the Corporate Social Responsibility (CSR) Policy of your Company and the initiatives undertaken by your Company on CSR activities during the year are set out in âAnnexure 2â of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of your Company www.benareshotelslimited.com.
NOMINATION AND REMUNERATION COMMITTEE
In terms of Section 178(1) of the Companies Act, 2013 (the Act), the Company has a Nomination and Remuneration Committee (NRC) of the Board with Dr. Anant Narain Singh, Mrs. Rukmani Devi and Mr. Shriraman as the members of the Committee. The Committee met thrice during the year on 7th May, 2015,23rd July, 2015 and 15th March, 2016.
In terms of the requirement of section 178(3) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a policy relating to the remuneration for the directors, KMPs and other employees. The key features of the said policy are:
- Overall remuneration (sitting fees and Commission) should be reasonable and sufficient to attract, retain and motivate directors aligned to the requirements of the Company
- Overall remuneration practices should be consistent with recognized best practices
- Within the parameters prescribed under the law, the payment of sitting fees and commission will be recommended by NRC and approved by the Board.
- The aggregate commission payable to the Directors will be recommended by NRC to the Board based on company performance, profits, return to investors, shareholder value creation 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 Board based upon the outcome of the evaluation process drive by various factors including attendance and time spent in the Board and committee meetings, individual contributions at the meetings and contributions made by the Directors other than in meetings.
INTERNAL COMPLAINTS COMMITTEE
The Company has an ''Internal Complaints Committee'' under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the prevention and redressal of complaints of sexual harassment and for the matters concerned, connected or incidental thereto.
During the financial year 2015-16, the Company received one complaint from an industrial trainee at The Gateway Hotel Ganges - Varanasi, on sexual harassment. The Investigation for the same has been completed and accused employee has since resigned from the Company.
DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149(7) of the Companies Act, 2013 (the Act), the Independent Directors have given a declaration that they meet the criteria of independence as per Section 149(6) of the Act.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
In addition to the Corporate Governance Guidelines discussed and adopted by the Board which, inter alia, included the role, rights and responsibilities of independent directors, the Company has an appropriate ongoing familiarisation programme, with respect to the roles, rights responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. The details of the familiarisation programme are disclosed on the Companyâs website under the weblink:www. benareshotelslimited.com.
LOANS, GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186
During the year under report, the Company has placed/renewed a sum of Rs. 4.00 crores as short term Inter Corporate Deposits with bodies corporate within the limits prescribed under Section 186 of the Companies Act, 2013.
SECRETARIALAUDIT REPORT
In terms of Section 204(1) of the Companies Act, 2013, M/s A K Bhayana & Associates, Company Secretaries, were appointed by the Company as the Secretarial Auditor. The secretarial audit report as obtained from them is attached to this Report as Annexure 3. The report is self explanatory and does not call for any comments.
ANNUAL RETURN
The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration ) Rules 2014 is furnished in Annexure 4 to this Report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year under report 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 on Related Party Transactions, which policy is also available at Company''s website www.benareshotelslimited.com, for the purpose of identification and monitoring of such transactions. Prior omnibus approval of the Board is obtained for transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all the related party transactions is placed before the Audit Committee for its approval on a quarterly basis.
Other than transactions entered into in the normal course of business, the Company has not entered into any materially significant related party transactions during the year, which could have a potential conflict of interest between the Company and its Promoters, Directors, Management and/or relatives save and except that the transaction with the Indian Hotels Co. Ltd., the ultimate holding company during the year exceeded 10% of the annual gross turnover of the Company for the previous year, the approval for which was taken from the shareholders by way of a special resolution at the AGM held on August 21, 2015.
CORPORATE GOVERNANCE
As required by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditors'' Certificate regarding compliance of conditions of Corporate Governance, forms part of the Annual Report.
During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s Operations.
RISKMANAGEMENT POLICY
Pursuant to the provisions of Section 134 of the Act, your Company has a Risk Management Policy, to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on business objective and enhance the Company''s competitive advantage. The risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting.
The framework enables risks to be appropriately rated and graded in accordance with their 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 of existing control measures.
Existing control measures are evaluated against Critical Success Factors (CSFs) and Key Performance Indicators (KPIs) identified for those specific controls. Guiding principles to determine the risk consequence (impact), probability of occurrence (likelihood factor) and mitigation plan effectiveness have been set out in Risk Register.
The Key business risks identified by the Company and its mitigation plans are as under:
Strategy Risks: Risk of erosion of market dominance by losing market share, which originates from the choices we make on markets, resources and delivery models that can potentially impact our competitive advantage in the medium and long term. Loss of F&B attractiveness on account of pricing/design/ competition.
Industry and Economic Risks: High dependence on US, Europe and East Asian markets for foreign tourists arrival. The economic situation in these parts of the world has a potential impact on the entire tourism industry. Risks arising from the development in the regulatory environment that could impact the Hotel/Tourism Industry. Risks due to geographic concentration of business, primarily in the city of Varanasi.
Operational Risks: High dependence on several technology platforms & systems to operate business both Internal & External. Cost overruns/delays in completion of projects. Loss of critical/sensitive data due to leakage/loss/hacking. Increase in fixed cost elements beyond entity control. Highly litigious nature of the industry/adverse consequences of litigation against company. Non-renewal of key licenses and NOCs.
Safety and Security Risks: Risks arising from factors such as Fire, Accidents, Electricity mishaps, etc. Business interruption on account of natural calamities/ acts of God/riots & strikes/political instability and terrorism.
Resources: Risks arising from sub-optimal succession planning and retention of talent pool. Inappropriate utilization of financial capital, talent and infrastructure.
KEY RISKMANAGEMENT PRACTICES
Risk Identification and Impact Assessment: Risk assessment enables risks to be appropriately rated and graded in accordance with their potential impact and likelihood. The two key components of risks are the probability (likelihood) of occurrence and the impact (consequence) if the risk occurs. Risk is analyzed by combining estimates of probability and impact in the context of existing control measures and included in the Risk Register. Apart from risk register, internal audit findings also provide input for risk identification and assessment, which is carried out on an annual basis across all functions.
Operational risks are assessed primarily on three dimensions, namely strength of underlying controls, compliance to policies and business procedure effectiveness.
Risk reporting and Disclosure: Risks to the achievement of key business objectives, trend line of risk level, impact and mitigation actions are reported risk level, impact and mitigation action are reported and discussed. The escalation of risk information is timely, accurate and gives complete coverage of the key risks to support management decision making at all levels.
Risk Mitigation and Monitoring: Each Manager creates a risk mitigation plan by employing an effective system of internal controls & checks and balances to mitigate the risks in the most effective manner, including designating responsibilities and providing for upward and onward communication of any significant issues that may merit attention or escalation. All employees actively engage in risk management within their own areas of responsibility.
Integration with Strategy and Business Planning:
Identified risks to the business objectives in the near term, medium term and long term are used as one of the key inputs for the development of strategy and annual business plan. Key strategic initiatives are identified to mitigate specific risk.
AUDITORS
At the Annual General Meeting the Members will be required to appoint the Auditors for the current year and fix their remuneration.
CONSERVATION OF ENERGY
The Company has always been conscious of the need for conservation of energy and has been sensitive in making progress towards this end. The Company has implemented following energy conservation initiatives at the hotel:
- Installation of LED lights in lobby, public areas and corridors in place of CFL lights.
- Replacing oil based hot water generation with heat pump that also generates useful chilled water concurrently and reduces heat loss.
- Converting primary and secondary pumping system into single variable primary system resulting in savings in electricity consumption.
- Improving power factor and reducing line losses by installing suitable capacitors.
TECHNOLOGYABSORPTION
The activities of the Company do not involve the absorption of technology as envisaged to be furnished pursuant to The Companies (Accounts) Rules, 2014.
FOREIGN EXCHANGE EARNINGS AND OUTGO
In terms of the provisions of Section 134(3)(f)(m) of the Companies Act, 2013, read with Rule 8(3)(C) of The Companies (Accounts) Rules, 2014, the Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is furnished in Notes on Accounts (Refer Note 27 and 28 in Notes to Financial Statements).
DIRECTORS EVALUATION
The Board of Directors has made the annual evaluation of its own performance and that of its committees and individual directors based on the review conducted by the Nomination & Remuneration Committee by assessing the questionnaires furnished by the directors/members of various committees in respect of their self assessment as well as the assessment of the Board/Committees followed by the discussions with the directors/ members of the Committees.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organization. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.
DIRECTORSâ RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditor and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the financial year 2015-16
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a going concern basis;
e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENTS
The Board desires to place on record its appreciation of the services rendered by the employees of the Company during the year under review.
On behalf of the Board of Directors
Dr. Anant Narain Singh
Chairman
Place : Mumbai
Date : 3rd May, 2016
Mar 31, 2015
Dear Members,
The Directors hereby present the Forty Fourth Annual Report of the
Company together with the Financial Statement (Audited Statements of
Account) for the year ended 31st March, 2015.
OPERATING AND FINANCIAL RESULTS
(Rs Lacs) (Rs Lacs)
2014-15 2013-14
Income 4824.06 4411.88
Gross Profit for the year 1693.01 1565.98
Less: Depreciation 267.23 190.28
Less: Interest
Profitbeforetax 1425.78 1375.70
Less: Provision for tax:
-CurrentTax 445.84 459.89
-DeferredTax 57.77 11.33
- Earlier years Taxes (0.45) 6.49
NetProfit 922.62 897.99
Add: Balance brought forward from previous year 2012.80 1519.00
Balance available for appropriations 2935.42 2416.99
APPROPRIATIONS :
(a) A dividend @ 200 % i.e. Rs.20/- per equity
share (previous year 200% i.e. Rs. 20/- per
equity share) on 13,00,000 Equity Shares, which,
if approved by the Shareholders at the Annual
General Meeting, to be held on Friday, 21st
August, 2015, will be paid out ofthe provision
for dividend 260.00 260.00
(b) Tax on Dividend 52.93 44.19
(c) Amount transferred to General Reserve  100.00
(d) Balance carried forward 2622.49 2012.80
OPERATIONS
The Company has improved its performance during the year registering 9%
growth in revenue. While Room revenue was 11% higher than previous
year, the Food and Beverage revenue was higher by 7% over previous
year.
During the year under report, The Gateway Hotel, Balaghat Road, Gondia,
Maharashtra comprising 34 rooms and related facilities has been made
operational. The directors hope that the hotel will be well received in
the market.
Owing to the opening of new hotel at Gondia, the Depreciation for the
year was higher at Rs. 267.23 Lacs as compared to Rs. 190.28 Lacs in
the previous year. The Profit before taxes for the year at Rs. 1425.78
Lacs was 4% higher than the previous year.
DIVIDEND
Your Directors recommend the payment of dividend @200% (previous year
dividend @ 200%) per equity share involving distribution of Rs. 260.00
lacs.
PARTICULARS OF EMPLOYEES
The Company had no employees during the year who were in receipt of
remuneration aggregating to:
(a) Not less than Rs. 60.00 lacs for the year, if employed throughout
the financial year, or
(b) Not less than Rs. 5.00 lacs per month, if employed for part ofthe
financial year.
DIRECTORS
During the year under report, Mr. Raymond N. Bickson resigned from the
directorship of the Company with effect from 1st September, 2014. Mr.
Prabhat Verma resigned from the directorship of the Company w.e.f. 29th
April, 2015. The Directors place on record their appreciation of the
services rendered by Mr. Bickson and Mr. Verma during their tenure as
Director ofthe Company.
Mr. Rakesh Sarna and Mr. Rohit Khosla were appointed as Additional
Directors by the Board of Directors at its meeting held on 24th March,
2015 and 7th May, 2015 respectively on the recommendation of the
Nomination & Remuner- ation Committee. In terms of Section 161 of the
Companies Act, 2013 and Article 122 of the Articles of Association of
the Company, Mr. Sarna and Mr. Khosla hold office up to the date of
the Annual General Meeting of the Company. It is proposed to appoint
Mr. Sarna and Mr. Khosla as Director(s) of the Company at the ensuing
Annual General Meeting. The Board of Directors commends their
appointment. Except Mr. Sarna and Mr. Khosla, no other Director is
interested in this item.
In accordance with the Companies Act, 2013 and the Articles of
Association of the Company, Dr. Anant Narain Singh, Director of the
Company is liable to retire by rotation and being eligible seeks
reappointment.
KEY MANAGERIAL PERSONNEL
During the year under report, in terms ofSection 203 of Companies Act,
2013, your Company has appointed Mr. Ahmar Siddiqui as the
ChiefExecutive Officer (CEO), Mr. Ravi Sharma as the Chief Financial
Officer (CFO) and formalized the appointment ofMr. Prakash Bhatia, who
already was the Company Secretary of the Company, as the Key Managerial
Personnel ofthe Company.
INFORMATION PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The information pursuant to Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure
SUBSIDIARY COMPANIES
The Company does not have any subsidiary company.
HOLDING COMPANY
The Indian Hotels Company Limited (IHCL) is the Ultimate Holding
Company of the Company.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR
The Company had convened 5 (five) Board Meetings during the financial
year under report.
AUDIT COMMITTEE AND VIGIL MECHANISM
In terms of Section 177 of the Companies Act, 2013, your Company has an
Audit Committee with Mr. B.L. Passi, Mr. Shriraman, and Mrs. Rukmani
Devi as its members.
Your Company has adopted the policy on vigil mechanism/Whistleblower
policy in the Meeting of the Board of Directors held on 17th July, 2014
providing mechanism for employees of the Company to report their
grievances to the Audit Committee with adequate protection against
victimization to those who express their concerns.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
In terms of Section 135 of the Companies Act, 2013 (the Act), your
Directors have constituted the Corporate Social Responsibility
Committee (CSR Committee) of the Board with Dr. Anant Narain Singh, Mr.
D.R. Kaarthikeyan and Mr. Rohit Khosla as the members of the Committee.
The terms of reference of the CSR Committee include the matters
specified in Section 135 of the Act read with rules thereunder. Your
Company has adopted the Corporate Social Responsibility Policy (CSR
Policy) indicating the activities to be undertaken by the
Company and the monitoring thereof as recommended by the CSR Committee.
The details as required under Section 135 of the Companies Act, 2013
read with rule 8 of (Corporate Social Responsibility Policy) Rules,
2014, are given in Annexure 2 to this Report.
NOMINATION AND REMUNERATION COMMITTEE
In terms of Section 178(1) of the Companies Act, 2013 (the Act), the
Company has a Nomination and Remuneration Committee (NRC) of the Board
with Dr. Anant Narain Singh, Mrs. Rukmani Devi and Mr. Shriraman as
the members of the Committee. The Committee met twice during the year on
17th, July, 2014 and 24th March, 2015.
In terms of the requirement of section 178(3) and Clause 49 of the
Listing Agreement, NRC formulated and recommended to the Board a policy
relating to the remuneration for the directors, KMPs and other
employees which was adopted by the Board. The key features ofthe said
policy are:
- Overall remuneration (sitting fees and Commis- sion) should be
reasonable and sufficient to attract, retain and motivate directors
aligned to the requirements ofthe Company;
- Overall remuneration practices should be consistent with recognized
best practices
- Within the parameters prescribed under the law, the payment of
sitting fees and commission will be recommended by NRC and approved by
the Board.
- The aggregate commission payable to the Directors will be recommended
by NRC to the Board based on company performance, profits, return to
investors, shareholder value creation and any other significant
qualitative parameters as may be decided by the Board.
- The quantum ofcommission for each director shall be recommended by
NRC to the Board based upon the outcome of the evaluation process drive
by various factors including attendance and time spent in the Board and
committee meetings, individual contributions at the meetings and
contributions made by the Directors other than in meetings.
INTERNAL COMPLAINTS COMMITTEE
The Company has an 'Internal Complaints Committee' under The Sexual
Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 for the prevention and redressal of complaints of sexual
harassment and for the matters concerned, connected or incidental
thereto.
The Company has not received any complaint on sexual harassment during
the financial year 2014-15.
DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149(7) of the Companies Act, 2013 (the Act),
the Independent Directors have given a declaration that they meet the
criteria of independence as per Section 149(6) of the Act.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
In addition to the Corporate Governance Guidelines discussed and
adopted by the Board which, inter alia, included the role, rights and
responsibilities of independent directors, a familiarization programme
for independent directors was conducted during the year under report
per details on the website of the Company www.benareshotelslimited.com.
LOANS, GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186
During the year under report, the Company has placed a sum of Rs. 7.00
crores as short term Inter Corporate Deposits with bodies corporate
within the limits prescribed under Section 186 of the Companies Act,
2013.
SECRETARIALAUDIT REPORT
In terms of Section 204(1) of the Companies Act, 2013, M/s A K Bhayana
& Associates, Company Secretaries, were appointed by the Company as the
Secretarial Auditor. The secretarial audit report as obtained from them
is attached to this Report as Annexure 3. The report is self
explanatory and does not call for any comments.
ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and Administration )
Rules 2014 is furnished in Annexure 4 to this Report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the
financial year under report 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 on Related Party Transactions, which policy is also
available at Company's website www.benareshotelslimited.com, for the
purpose of identification and monitoring of such transactions. Prior
omnibus approval of the Board is obtained for transactions which are of
a foreseen and repetitive nature. The transactions entered into
pursuant to the omnibus approval so granted and a statement giving
details of all the related party transactions is placed before the
Audit Committee for its approval on a quarterly basis.
CORPORATE GOVERNANCE
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, the report on Management Discussion and Analysis, Corporate
Governance as well as the Auditors' Certificate regarding compliance of
conditions of Corporate Governance, forms part of the Annual Report.
During the year under review, there were no significant and material
orders passed by the regulators or courts or tribunals impacting the
going concern status and the Company's Operations.
RISKMANAGEMENT POLICY
Pursuant to Clause 49 of the Listing Agreement, the Company has
formulated a Risk Management Policy. The Company has a robust Risk
Management framework to identify and evaluate business risks and
opportunities. This framework seeks to create transparency, minimize
adverse impact on business objective and enhance the Company's
competitive advantage. The risk framework defines the risk management
approach across the enterprise at various levels including
documentation and reporting.
The framework enables risks to be appropriately rated and graded in
accordance with their 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 of existing control measures.
Existing control measures are evaluated against Critical Success
Factors (CSFs) and Key Performance Indicators (KPIs) identified for
those specific controls. Guiding principles to determine the risk
consequence (impact), probability of occurrence (likelihood factor) and
mitigation plan effectiveness have been set out in Risk Register.
The key business risks identified by the Company and its mitigation
plans are as under:
Strategy Risks: Risk of erosion of market dominance by losing market
share, which originates from the choices we make on markets, resources
and delivery models that can potentially impact our competitive
advantage in the medium and long term. Loss of F&B attractiveness on
account of pricing / design / competition.
Industry and Economic Risks: High dependence on US, Europe and East
Asian markets for foreign tourists arrival. The economic situation in
these parts of the world has a potential impact on the entire tourism
industry. Risks arising from the development in the regulatory
environment that could impact the Hotel/Tourism Industry. Risks due to
geographic concentration of business, primarily in the city of
Varanasi.
Operational Risks: High dependence on several technology platforms &
systems to operate business - both Internal & External. Cost overruns/
delays in completion of projects. Loss of critical / sensitive data due
to leakage / loss / hacking. Increase in fixed cost elements beyond
entity control. Highly litigious nature of the industry / adverse
consequences of litigation against company. Non-renewal of key licenses
and NOCs.
Safety and Security Risks: Risks arising from factors such as Fire,
Accidents, Electricity mishaps, etc. Business interruption on account
ofnatural calamities / act of God / riots & strikes / political
instability and terrorism.
Resources: Risks arising from sub-optimal succession planning and
retention of talent pool. Inappropriate utilization of financial
capital, talent and infrastructure.
KEY RISKMANAGEMENT PRACTICES
Risk Identification and Impact Assessment: Risk assessment enables
risks to be appropriately rated and graded in accordance with their
potential impact and likelihood. The two key components of risks are
the probability (likelihood) of occurrence and the impact (consequence)
if the risk occurs. Risk is analyzed by combining estimates of probabi
-lity and impact in the context of existing control measures and
included in the risk register. Apart from risk register, internal
audit findings also provide input for risk identification and assessment,
which is carried out on an annual basis across all functions.
Operational risks are assessed primarily on three dimensions, namely
strength of underlying controls, compliance to policies and business
procedure effectiveness.
Risk reporting and Disclosure: Risks to the achievement of key business
objectives, trend line of risk level, impact and mitigation actions are
reported and discussed. The escalation of risk information is timely,
accurate and gives complete coverage of the key risks to support
management decision making at all levels.
Risk Mitigation and Monitoring: Each Manager creates a risk mitigation
plan by employing an effective system of internal controls & checks and
balances to mitigate the risks in the most effective manner, including
designating responsibilities and providing for upward and onward
communication of any significant issues that may merit attention or
escalation. All employees actively engage in risk management within
their own areas ofresponsibility.
Integration with Strategy and Business Planning:
Identified risks to the business objectives in the near term, medium
term and long term are used as one of the key inputs for the
development of strategy and annual business plan. Key strategic
initiatives are identified to mitigate specific risk.
AUDITORS
At the Annual General Meeting the Members will be required to appoint
the Auditors for the current year and fix their remuneration.
CONSERVATION OF ENERGY
The Company has always been conscious of the need for conservation of
energy and has been sensitive in making progress towards this end. The
Company has implemented following energy conservation initiatives at
the hotel:
- Installation of LED lights in lobby, public areas and corridors in
place of CFL lights.
- Replacing Existing split AC's with energy efficient inverter AC's
at Nadesar Palace.
- Replacing oil based hot water generation with heat pump that also
generates useful chilled water concurrently and reduces heat loss.
- Converting primary and secondary pumping system into single
variable primary system resulting in savings in electricity
consumption.
- Improving power factor and reducing line losses by installing
suitable capacitors.
TECHNOLOGYABSORPTION
The activities of the Company do not involve the absorption of
technology as envisaged to be furnished pursuant to The Companies
(Accounts) Rules, 2014.
FOREIGN EXCHANGE EARNINGS AND OUTGO
In terms of the provisions of Section 134(3)(f)(m) of the Companies
Act, 2013, read with Rule 8(3)(C) of The Companies (Accounts) Rules,
2014, the Foreign Exchange earned in terms of actual inflows during the
year and the Foreign Exchange outgo during the year in terms of actual
outflows is furnished in Notes on Accounts (Refer Note 28 and 29 in
Notes to Financial Statements).
DIRECTORS EVALUATION
The Board of Directors has made the annual evaluation of its own
performance and that of its committees and individual directors based
on the review conducted by the Nomination & Remuner- ation Committee by
assessing the questionnaires furnished by the directors/members of
various committees in respect oftheir selfassessment as well as the
assessment ofthe Board/Committees following by the discussions with the
directors/members of the Committees.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is well defined in the organisation. To
maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee ofthe Board.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control systems in the Company, its compliance
with operating systems, accounting procedures and policies at all
locations of the Company Based on the report of Internal Audit
function, process owners undertake corrective action in their
respective areas and therby strengthen the controls. Significant audit
observations and corrective actions suggested are presented to the
Audit Committee ofthe Board.
DIRECTORS ' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(C) & 134(5) of the
Companies Act, 2013, the Board of Directors, based on the
representations received from the Operating Management, hereby confirms
that.
a) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
b) The Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2015 and of the profit of the Company for
that period;
c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets 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;
e) The Directors had laid down internal financial controls to be
followed by Company and that such internal financial controls are
adequate and were operating effectively; and
f) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate
and operating effectively.
ACKNOWLEDGEMENTS
The Board desires to place on record its appreciation of the services
rendered by the employees of the Company during the year under review.
On behalf of the Board of Directors
Dr. Anant Narain Singh
Chairman
Place : Mumbai
Date : 7th May, 2015
Mar 31, 2013
The Directors hereby present the Forty Second Annual Report of the
Company together with the Audited Statements of Account for the year
ended 31st March, 2013.
OPERATING AND FINANCIAL RESULTS
(Rs./Lacs) (Rs./Lacs)
2012-13 2011-12
Income 3984.62 3519.50
Gross Profit for the Year 1434.34 1132.30
Less: Depreciation 180.51 170.72
Profit before tax 1253.83 961.58
Less: Provision for tax:
-Current Tax 397.51 286.25
-Deferred Tax (14.95) 17.94
-Earlier years Taxes 13.66 38.16
Net Profit 857.61 619.23
Add: Balance brought forward
from previous year 1065.58 988.09
Balance available for
appropriations 1923.19 607.32
APPROPRIATIONS :
(a) A dividend @200% i.e.
Rs. 20/- per equity share
(previous year 160%
i.e. Rs. 16/- per equity
share) on 13,00,000 Equity
Shares, which, if
approved by the Shareholders
at the Annual General Meeting
to be held on Friday, 16th
August, 2013 will be paid out
of the provision for
dividend 260.00 208.00
(b) Tax on Dividend 44.00 33.74
(c) Amount transferred to General 100.00 300.00
(d) Balance carried forward 1519.00 1065.58
OPERATIONS
The Company has significantly improved its performance during the year
registering 13% growth in revenues and 30% growth in Profit before Tax
over the previous year. The Directors hope to sustain the standard of
improvement in the performance during the current financial year. The
work on the Hotel Project in Gondia, Maharashtra is in progress.
DIVIDEND
Your Directors recommend the payment of dividend @ 200% (previous year
dividend @ 160%) per equity share involving distribution ofRs. 260.00
lacs.
PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT
1956
The Company had no employees during the year who were in receipt of
remuneration aggregating to:
(a) Not less than Rs. 60.00 lacs for the year, if employed throughout
the year, or
(b) Not less than Rs. 5.00 lacs per month, if employed for part of the
year.
DIRECTORS
During the year under report, Mr. A.R. Gandhi and Mr. P.K. Mohankumar
resigned from the Directorship of the Company with effect from 15th
March, 2013 and 19th April, 2013 respectively. The Directors place on
record their appreciation of the services rendered by Mr. Gandhi and
Mr. P.K. Mohankumar during their tenure as Directors of the Company Mr.
Prabhat Verma was appointed as an Additional Director of the Company by
the Board of Directors vide Board Circular Resolution No. 1 of 2013-14
dated 19th April, 2013. In terms of Section 260 of the Companies Act,
1956 and Article 122 of the Articles of Association of the Company, Mr.
Verma holds office upto the date of the Annual General Meeting of the
Company. It is proposed to appoint Mr. Verma as Director of the Company
at the ensuing Annual General Meeting. The Board of Directors commend
his appointment.
In accordance with the Companies Act, 1956 and the Articles of
Association of the Company, Mrs. Rukmani Devi, Dr. Anant Narain Singh
and Mr. Raymond N. Bickson, Directors of the Company are liable to
retire by rotation and being eligible seek reappointment.
SUBSIDIARY COMPANIES
The Company does not have any subsidiary company
AUDIT COMMITTEE
Mr. Shriraman, Mr. B.L. Passi and Mr. Prabhat Verma are the members of
the Audit Committee.
CORPORATE GOVERNANCE
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, the report on Management Discussion and Analysis, Corporate
Governance as well as the Auditors'' Certificate regarding compliance
of conditions of Corporate Governance, form part of the Annual Report.
AUDITORS
At the Annual General Meeting, the Members will be required to appoint
the Auditors for the current year and fix their remuneration.
FOREIGN EXCHANGE EARNINGS AND OUTGO
In terms of the provisions of Section 217 (l)(e) of the Companies Act,
1956, read with Rule 2 of the Companies (Disclosure of Particulars in
the Report of the Board ofDirectors) Rules, 1988, the information
relating to foreign exchange earnings and outgo is furnished in Notes
on Accounts (Refer Note Nos. 28,29 & 30).
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956, the Board of Directors, based on the representations received
from the Operating Management, hereby confirms that
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material
departures;
2. It has, in the selection of the accounting policies, consulted the
Statutory Auditors and has applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company as at March
31, 2013 and of the profit of the Company for that period;
3. It has taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities, to the best of their
knowledge and ability. There are however, inherent limitations, which
should be recognized while relying on any system of internal control
and records;
4. It has prepared the annual accounts on a going concern basis.
ACKNOWLEDGEMENTS
The Board desires to place on record its appreciation of the services
rendered by the employees of the Company during the year under review.
On behalf of the Board of Directors
Place : Gurgaon Dr. Anant Narain Singh
Date : IstMay, 2013 Chairman
Mar 31, 2012
The Directors hereby present the Forty First Annual Report of the
Company together with the Audited Statements of Account for the year
ended 31st March, 2012.
OPERATING AND FINANCIAL RESULTS
2011-12 2010-11
(Rs/Lacs) (Rs/Lacs)
Income 3519.50 2773.17
Gross Profit for the year 1132.30 895.16
Less: Depreciation 170.72 160.04
Less: Interest _ 1.77
Profit before tax 961.58 733.35
Less: Provision for tax
- Current Tax 286.25 216.89
-Deferred Tax 17.94 26.00
- Earlier years Taxes 38.15 -
Net Profit 619.23 490.46
Add: Balance brought forward from previous
year 988.09 994.70
Balance available for appropriations 1607.32 1485.16
APPROPRIATIONS :
(a) A dividend @160% i.e. Rs. 16/- per
equity share (previous year 130%
i.e. Rs. 13 per equity share)on 13,00,000
Equity Shares, which, if approved by the
Shareholders at the Annual General Meeting
to be held on Monday, the 13th day of
August, 2012 will be paid out of the
provision for dividend. 208.00 169.00
(b) Tax on Dividend 33.74 28.07
(c) Amount transferred to General
Reserve 300.00 300.00
(d) Balance carried forward 1,065.58 988.09
OPERATIONS
The Company has continued to improve its performance during the year
under review with 27% growth in the revenues and 26% growth in Profit
after Tax over the previous year. With steady growth expectations in
the domestic tourism and foreign tourist arrivals and considering the
overall economic and business scenario, your directors hope that the
Company will continue the trend of improvement in the performance
during the current financial year. The work on the Hotel project in
Gondia, Maharashtra is progressing satisfactorily.
DIVIDEND
Your Directors recommend the payment of dividend @ 160% (previous year
dividend @ 130%) per equity share involving distribution of ? 208.00
lacs.
PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT,
1956
The Company had no employees during the year who were in receipt of
remuneration aggregating to:
(a) Not less than Rs. 60.00 lacs for the year, if employed throughout
the year; or
(b) Not less than Rs. 5.00 lacs per month, if employed for part of the
year.
DIRECTORS
During the year, Mr. D R Kaarthikeyan was appointed as an Additional
Director of the Company on 17th October, 2011 In terms of Section 260
of the Companies Act 1956 and Article 122 of the Articles of
Association of the Company, Mr. Kaarthikeyan holds the office upto the
date of the Annual General Meeting of the Company. It is proposed to
appoint Mr. Kaarthikeyan as Director of the Company at the ensuing
Annual General Meeting. The Board of Directors commend his appointment.
In accordance with the Companies Act, 1956 and the Articles of
Association of the Company, Mr. B L Passi, Mr. P K Mohankumar and Mr.
Shriraman, Directors of the Company are liable to retire by rotation
and being eligible seek reappointment.
STATUS OF COMPANY
Your Company became a subsidiary company of The Indian Hotels Company
Ltd. (IHCL) during the year.
AUDIT COMMITTEE
Mr. Shriraman, Mr. B.L. Passi and Mr. P. K. Mohankumar are the members
of the Audit Committee.
CORPORATE GOVERNANCE
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, the report on Management Discussion and Analysis, Corporate
Governance as well as the Auditor's Certificate regarding compliance
of conditions of Corporate Governance, form part of the Annual Report.
AUDITORS
At the Annual General Meeting, the Members will be required to appoint
the Auditors for the current year and fix their remuneration.
FOREIGN EXCHANGE EARNINGS AND OUTGO
In terms of the provisions of Section 217 (1)(e) of the Companies Act,
1956, read with Rule 2 of the Companies (Disclosure ofParticulars in
the Report of the Board of Directors) Rules, 1988, the information
relating to foreign exchange earnings and outgo is furnished at point
No. 5 & 6 in the Note No. 22 to the financial Statements.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956, the Board of Directors, based on the representations received
from the Operating Management, hereby confirms that :-
1. in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material
departures;
2. it has, in the selection of the accounting policies, consulted the
Statutory Auditors and has applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company as at March
31, 2012 and of the profit of the Company for that period;
3. it has taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities, to the best of their
knowledge and ability. There are however, inherent limitations, which
should be recognized while relying on any system of internal control and
records;
4. it has prepared the annual accounts on a going concern basis.
ACKNOWLEDGMENTS
The Board desires to place on record its appreciation of the services
rendered by the employees of the Company during the year under review.
On behalf of the Board of Directors
Place : Mumbai Dr. Anant Narain Singh
Date : 3rd May, 2012 Chairman
Mar 31, 2011
To the Members
The Directors hereby present the Fortieth Annual Report of the Company
together with the Audited Statements of Account for the year ended 31st
March, 2011.
OPERATING AND FINANCIAL RESULTS 2010-11 2009-10
(Rs./Lacs) (Rs./Lacs)
Income 2,773.17 2,347.19
Gross Profit for the year 893.38 711.50
Less: Depreciation 160.03 153.20
Profit before tax 733.35 558.30
Less: Provision for tax
- Current Tax 216.89 151.63
- Deferred Tax 26.00 29.71
Net Profit 490.46 376.96
Add: Balance brought forward from previous
year 994.70 852.81
Balance available for appropriations 1,485.16 1,229.77
APPROPRIATIONS :
(a) A dividend @130% i.e. Rs. 13/- per
equity share (previous year 130% i.e.
Rs. 13 per share) on 13,00,000 Equity
Shares, which, if approved by the
Shareholders at the Annual General
Meeting to be held on Wednesday, the
10th day of August, 2011 will be paid
out of the provision for dividend 169.00 169.00
(b) Tax on Dividend 28.07 28.07
(c) Amount transferred to General Reserve 300.00 38.00
(d) Balance carried forward 988.09 994.70
OPERATIONS
The Company improved its performance during the year under review
consequent to the improvement in the global economy which also
contributed to gradual recovery in the hospitality sector and control
over costs. The Directors hope that the trend of improvement in
performance would continue during the current financial year. The
Company is also in the process of setting up a hotel in Gondia,
Maharashtra.
DIVIDEND
Your Directors recommend the payment of dividend @ 130% (previous year
dividend @ 130%) per equity share involving distribution of Rs. 169.00
lacs.
SECRETARIAL COMPLIANCE
In terms of Section 383A of the Companies Act, 1956, the Company has
obtained the Secretarial Compliance Certificate from a Practising
Company Secretary. A copy of the said Certificate is attached to this
Report.
PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT,
1956
The Company had no employees during the year who were in receipt of
remuneration aggregating to :
(a) Not less than Rs. 60.00 lacs for the year, if employed throughout
the year; or
(b) Not less than Rs. 5.00 lacs per month, if employed for part of the
year.
DIRECTORS
During the year under report, Mr. P. Sanker and Ms. Deepa Misra Harris,
Directors resigned from the directorship of the Company on 19th August,
2010 and 15th October, 2010 respectively. The Directors place on record
their appreciation of the services rendered by Mr. Sanker and Ms.
Harris during their tenure as Director of the Company.
In accordance with the Companies Act, 1956 and the Articles of
Association of the Company, Dr. Anant Narain Singh, Mr. Raymond N.
Bickson and Mr. A.R. Gandhi, Directors of the Company are liable to
retire by rotation and being eligible seek reappointment.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Board of Directors, based on the representations received
from the Operating Management, hereby confirms that
1. in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material
departures;
2. it has, in the selection of the accounting policies, consulted the
Statutory Auditors and has applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company as at March
31, 2011 and of the profit of the Company for that period;
3. it has taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities, to the best of their
knowledge and ability. There are however, inherent limitations, which
should be recognized while relying on any system of internal control
and records; and
4. it has prepared the annual accounts on a going concern basis.
AUDIT COMMITTEE
Mr. Shriraman, Mr. B.L. Passi and Mr. P.K. Mohankumar are the members
of the Audit Committee. Mr. Mohankumar was appointed as a Member of the
Audit Committee vice Mr. P. Sanker consequent to his resignation from
the directorship of the Company.
CORPORATE GOVERNANCE
Consequent to the Net Worth of the Company exceeding Rs. 25 crores for
the first time in the history of the Company as at the end of the
financial year 2010-11, Clause 49 of the Listing Agreement with the
Stock Exchange/s regarding Corporate Governance has become applicable
to the Company from the financial year 2011-12. Accordingly, the
Company shall comply with the provisions of Clause 49 in the course of
the current financial year.
AUDITORS
At the Annual General Meeting, the Members will be required to appoint
the Auditors for the current year and fix their remuneration.
FOREIGN EXCHANGE EARNINGS AND OUTGO
In terms of the provisions of Section 217 (l)(e) of the Companies Act,
1956, read with Rule 2 of the Companies (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1988, your Directors wish
to inform you that electricity, diesel, petrol, and cooking gas are
purchased at the prevailing market rates from the government agencies
at Varanasi. The generation of electricity is required to supplement
the power supply from the Electricity Boards/Agencies.
The activities of the Company are not covered under the list of
specified industries in the Schedule to the Rules as stated above.
The information relating to foreign exchange earnings and outgo is
furnished at point No. 4 & 5 in the Notes on Accounts.
ACKNOWLEDGEMENTS
The Board desires to place on record its appreciation of the services
rendered by the employees of the Company during the year under review.
On behalf of the Board of Directors
DR. ANANT NARAIN SINGH
Chairman
Place : Mumbai
Date : 2nd May, 2011
Mar 31, 2010
The Directors hereby present the Thirty Ninth Annual Report of the
Company together with the Audited Statements of Account for the year
ended 31st March, 2010.
OPERATING AND FINANCIAL RESULTS 2009-10 2008-09
(Rs./Lacs) (Rs./Lacs)
Income................................ 347.19 2,044.15
Gross Profit for the year ............. 711.50 601.37
Less: Depreciation.................... 153.20 109.56
Profit before tax...................... 558.30 491.81
Less: Provision for tax
-Current Tax ......................... 151.63 156.76
-Deferred Tax.......................... 29.71 11.53
- Fringe Benefit Tax .................. -- 1.75
Net Profit............................. 376.96 321.77
Add: Balance brought forward from
previous year.................. 852.81 695.33
Balance available for appropriations...... 1,229.77 1,017.10
APPROPRIATIONS:
(a) A dividend @130% i.e. Rs. 13/- per equity share (previous year 85%
i.e. Rs. 8.50 per share) on 13,00,000 Equity Shares, which, if approved
by the Shareholders at the Annual General Meeting to be held on Friday,
13th August, 2010 will be paid out of the provision for
dividend............................. 169.00 110.50
(b) Tax on Dividend................... 28.07 18.78
(c) Amount transferred to
General Reserve.......................... 38.00 35.00
(d)Balance carried forward............ 994.70 852.81
OPERATIONS
The impact of the global economic slowdown and the travel advisories on
swine flue scare adversely impacted the business during the first half
of the financial year. However, the improvement in the global economy
in the second half of the financial year and the addition of Nadesar
Palace enabled the Company to register an improved performance over the
previous year. The Directors hope that with the return of the normalcy
in the global economic scenario, the business would further improve in
the current financial year.
DIVIDEND
Your Directors recommend the payment of dividend @ 130% (previous year
dividend @ 85%) per equity share involving distribution of Rs. 169.00
lacs.
SECRETARIAL COMPLIANCE
In terms of Section 383A of the Companies Act, 1956, the Company has
obtained the Secretarial Compliance Certificate from a Practising
Company Secretary. A copy of the said Certificate is attached to this
Report.
PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT,
1956
The Company had no employees during the year who were in receipt of
remuneration aggregating to :
(a) Not less than Rs. 24.00 lacs for the year, if employed throughout
the year; or
(b) Not less than Rs. 2.00 lacs per month, if employed for part of the
year.
DIRECTORS
In accordance with the Companies Act, 1956 and the Articles of
Association of the Company, Mr. Shriraman, Mrs. Rukmani Devi and Ms.
Deepa Misra Harris, Directors of the Company are liable to retire by
rotation and being eligible seek reappointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Board of Directors, based on the representations received
from the Operating Management, hereby confirms that
1. in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material
departures;
2. it has, in the selection of the accounting policies, consulted the
Statutory Auditors and has applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company as at March
31, 2010 and of the profit of the Company for that period;
3. it has taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities, to the best of their
knowledge and ability. There are however, inherent limitations, which
should be recognized while relying on any system of internal control
and records; and
4. it has prepared the annual accounts on a going concern basis.
AUDIT COMMITTEE
Mr. Shriraman, Mr. B.L. Passi and Mr. P. Sanker are the members of the
Audit Committee.
AUDITORS
At the Annual General Meeting, the Members will be required to appoint
the Auditors for the current year and fix their remuneration.
FOREIGN EXCHANGE EARNINGS AND OUTGO
In terms of the provisions of Section 217 (l)(e) of the Companies Act,
1956, read with Rule 2 of the Companies (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1988, the information
relating to foreign exchange earnings and outgo is furnished at point
No. 4 & 5 in the Notes on Accounts.
ACKNOWLEDGEMENTS
The Board desires to place on record its appreciation of the services
rendered by the employees of the Company during the year under review.
On behalf of the Board of Directors
DR. ANANT NARAIN SINGH
Chairman
Place : Mumbai
Date : 10th May, 2010
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