Your directors take pleasure in presenting the 18th Annual Report and Audited Financial Statements of your
Company for the Financial Year ended on 31st March 2025.
BUSINESS OVERVIEW AND FUTURE OUTLOOK
The company, operating in the hospitality sector, has concluded its Corporate Insolvency Resolution Process
(CIRP), marking a significant turning point in its business trajectory. Historically engaged in providing lodging,
and event hospitality, the company owns and/or manages strategically located properties catering to both leisure
and business travelers. Prior to insolvency, it faced financial distress due to a combination of high operating
costs, declining occupancy rates, and external shocks such as the COVID-19 pandemic, which significantly
impacted the travel and tourism sector. It is repositioning itself to meet current consumer trends such as digital
booking, sustainable hospitality, and personalized guest experiences. The revival marks a fresh start, with the
company now poised to rebuild value for stakeholders and re-establish itself as a competitive player in the
recovering hospitality market.
As the company emerges from the Corporate Insolvency Resolution Process (CIRP), the road ahead is both
challenging and full of opportunity and its future outlook hinges on several strategic and operational factors. The
immediate focus typically involves restoring stakeholder confidence, streamlining operations, and re-establishing
supply chain and customer relationships. The company stands a strong chance of regaining market relevance
and profitability. In the long term, leveraging core strengths, embracing digital transformation, and maintaining
financial discipline will be key to sustained growth and competitiveness. While challenges such as legacy
liabilities or reputational repair may persist, successful post-CIRP recoveries have shown that with disciplined
execution, such companies can not only survive but thrive in their respective markets.
FINANCIAL SUMMARY
(Rupees in Crores)
|
Particulars
|
Standalone
|
Consolidated
|
| |
2024-25
|
2023-24
|
2024-25
|
2023-24
|
|
Total Income (including other income)
|
5.64
|
9.82
|
420.51
|
410.23
|
|
Finance Cost
|
3.29
|
72.97
|
68.07
|
152.86
|
|
Depreciation and amortization expense
|
6.70
|
6.99
|
40.83
|
38.00
|
|
Profit/(Loss) Before Tax
|
-35.89
|
-80.32
|
44.59
|
-9.03
|
|
Provision for Taxation
|
|
-
|
|
-
|
|
-Current Tax
|
-
|
-
|
|
-
|
|
-MAT Credit Entitlement
|
-
|
-
|
|
-
|
|
-Earlier year Tax
|
-
|
-
|
3.69
|
-
|
|
-Deferred Tax Charge (Credit)
|
38.20
|
-45.77
|
4.42
|
-12.13
|
|
Profit/(Loss) After Tax
|
-36.28
|
-79.86
|
39.80
|
3.10
|
|
-Other Comprehensive Income/(Loss)
|
-
|
-
|
-21.86
|
-0.04
|
|
Total Comprehensive Income/(Loss)
|
-36.28
|
-79.86
|
39.58
|
3.06
|
REVIEW OF OPERATIONS/COMPANY’S AFFAIR
The total income of the Company for the financial year under review was INR 5.64 Crores as against INR 9.82
Crores for the previous financial year ended on 31st March 2024. The Company suffered from a loss after
deduction of tax was INR -35.89 Crores and total comprehensive Loss after tax was INR -36.28 Crores for the
financial year ended on 31st March 2025 as against INR -80.32 Crores and INR -79.86 Crores respectively for
the previous year ended on 31st March 2024.
DIVIDEND
No dividend is recommended for the year under review.
CONSOLIDATED FINANCIAL STATEMENTS
As required under regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”), the Audited Consolidated Financial Statements together with the Auditors'
Report thereon are annexed and form part of this Annual Report.
Your Company has prepared Consolidated Financial Statements in accordance with the applicable Accounting
Standards. The Consolidated Financial Statements reflect the results of the Company and that of its Subsidiary
Company. Pursuant to Section129(3) of the Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules,2014, the statement containing salient features of the financial statements of the Company's
Subsidiary are prepared in form AOC-1, which is annexed as Annexure1 herewith and forms a part of this
report.
SUBSIDIARY COMPANY
As on date, your Company has one Subsidiary Company i.e., Aria Hotels and Consultancy Services Private
Limited (ARIA). ARIA is the owner of 523 rooms 5-Star deluxe hotel under the brand J.W. Marriott at New Delhi
Aerocity, Hospitality District, Near IGI Airport, New Delhi. The year under review has been marked by the
excellent performance and business growth achieved by ARIA. Hotel J.W. Marriott has received the following
honours:
• JW Marriott New Delhi Aerocity won "Best Business Luxury Hotel" at 2024 India's Best Awards
awarded by Travel & Leisure, “MICE Hotel of the year” by ET travel World, “Most Stylish Luxury Hotel in
Delhi” at Today's Traveller award 2024, “the top hotel partner highest B2B room revenue 2024 award”
by Expedia Group, GOLD at IMAGEXX Awards by Adgully, “Best Airport Hotel in India & Central Asia”
by World Airport Awards Skytrax, “Best Airport Hotel in India & South Asia” for 2024 by the prestigious
World Airport Awards.
• Adrift Kaya won the “Best Speciality Cuisine” award at Delicious Dining Awards 2024, “TOP 10” at the
FOOD, Top 50 Restaurant Awards 2024, “Restaurant Serving the Best Japanese Cuisine" at the
prestigious Food Connoisseurs India Awards 2024.
• K3-New Delhi’s Food Theatre won the “Best Sunday Brunch” at the Eazy Diner Award 2024.
• General Manager, Sharad Datta won “North India's Best GM” at North India LEADERSHP AWARDS CMO
Asia Awards 2024 and the “Best General Manager - Luxury (North Zone)”at the BW Hotelier Indian
Hospitality Awards 2024.
ARIA is a material subsidiary of the Company. The Board of Directors of the Company has approved a Policy
for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time.
The Policy is available on the Company's website at www.asianhotelswest.com/Policies.
CAPITAL STRUCTURE
During the year under review, there was no change in the authorised share capital of your Company. The
authorised share capital of the Company is INR 40 Crore. The paid-up equity share capital as of March 31,
2025, was INR 11,65,12,100. The paid-up preference share capital as of March 31,2025, was INR 6,50,00,000.
During the year under review, the Company has not issued shares or convertible securities or shares with
differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31,2025,
none of the Directors of the Company had instruments convertible into Equity Shares of the Company.
INVESTMENT MADE DURING THE YEAR
During the period under review Company has not made any Investment.
DEBT
Total borrowing (current) was INR 390 Crores as on 31st March 2025.
The above borrowings are within the powers of the Board of Directors of the Company and approved by the
shareholders of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the period under review Mrs. Tamali Sengupta, Non-Executive Independent Director of the Company has
resigned from the Board of the Company w.e.f. 6th April, 2024.
Ms. Mekhala Sengupta has joined w.e.f. 1st July, 2024 as Non-Executive Independent Director.
In accordance with the requirement of the Companies Act, 2013 and pursuant to the Articles of Association of
the Company, Mr. Amit Saraf and Mr. Rakesh Kumar Aggarwal, Executive Directors are liable to retire by rotation
at the forthcoming Annual General Meeting (AGM) and being eligible, offer themselves for re-appointment. The
Board of Directors recommends their re-appointment.
After close of the financial year, Mr. Shekhar Gulzarilal Gupta and Mr. Ravinder Singhania, Independent Non¬
Executive Directors have resigned from Board w.e.f 2nd June 2025 and 27th August 2025 respectively due to their
personal reasons.
Further, the Board, in its meeting held on 23rd September, 2025, appointed Mr. Rohit Rajpal as an Additional
Independent Non-Executive Director of the Company w.e.f. 23rd September, 2025. In terms of the amended
Regulation 17(1C) of the SEBI Listing Regulations, effective from January 01,2022, a listed entity shall ensure
that the approval of shareholders for appointment of a person on the Board of Directors has to be taken either at
the next general meeting or within a time period of three months from the date of appointment, whichever is
earlier. Accordingly, approval of the shareholders is sought for the appointment of Mr. Rohit Rajpal as the Non¬
Executive Independent Director for a first term of 3 years.
The Company has received necessary declaration from each Independent Director of the Company under
Section 149 (7) and 149 (8) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations
and Disclosures Requirements) Regulations, 2015.
Further, Mr. Harish Kumar Gautam joined as Chief Financial Officer of Company w.e.f. 01.08.2024. Ms. Nidhi
Khandelwal has resigned from the post of Company Secretary and Compliance Officer on 13.09.2024. She again
rejoined the Company w.e.f. 07.10.2024 as Company Secretary and Compliance Officer of the Company.
As on 31st March 2025, following were the directors and KMPs of the Company:
1. Mr. Sudhir Chamanlal Gupta - Director (Non-executive)
2. Mr. Sandeep Gupta - Director (Non-executive)
3. Mr. Rakesh Kumar Aggarwal - Director (Executive)
4. Mr. Amit Saraf - Director (Executive)
5. Mr. Ravinder Singhania - Director (Non-executive Independent)
6. Mr. Shekhar Gulzarilal Gupta - Director (Non-executive Independent)
7. Mr. Saumen Chatterjee - Director (Non-executive Independent)
8. Ms. Mekhala Sengupta- Director (Non-executive Independent)
9. Mr. Harish Kumar Gautam - Chief Financial Officer
10. Ms. Nidhi Khandelwal- Company Secretary & Compliance Office
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
DISCLOSURES PERTAINING TO REMUNERATION AND OTHER DETAILS AS REQUIRED UNDER
SECTION 197 (12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANGERIAL PERSONNEL) RULES, 2014.
During the period of review, the remuneration of the executive directors, Company Secretary and Chief
Financial Officer of the Company were not in excess of threshold limit provided under Rule 5(2) and (3) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, disclosure
under the said Rule 5(2) & (3) is not applicable during the period under review
However, as recommended by Nomination and Remuneration Committee and approved by Board of the
Company, the Executive Directors of Company get a monthly remuneration of Rs. 2,00,000/- w.e.f. 06 March
2024:
1. Mr. Amit Saraf 2. Mr. Rakesh Kumar Aggarwal
During the period of review, Mr. Harish Kumar Gautam was appointed as Chief Financial Officer of the company
w.e.f. 1st August 2024 at a monthly remuneration of Rs. 2,25,000/-. Further Ms. Nidhi Khandelwal, Company
Secretary & Compliance Officer will get monthly remuneration of Rs. 1,50,000/- till 13.09.2024 and Rs.
1,75,000/- w.e.f. 07.10.2024.
During the period under review, the Company did not pay remuneration other than the Executive Directors,
Company Secretary and the Chief Financial Officer of the Company.
The Board affirms that the remuneration approved by the Board as mentioned above is as per the Remuneration
Policy of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis as required under regulation 34(2)(e) of the Listing Regulations of
the Listing Regulations is annexed as Annexure 2 herewith and forms a part of this report.
CORPORATE GOVERNANCE
As required by regulation 34 of the Listing Regulations, a Report on Corporate Governance for the Financial
Year 2024-25, along with Practicing Company Secretary Certificate on Corporate Governance is annexed as
Annexure 3 herewith and forms a part of this report.
COMPLIANCE UNDER COMPANIES ACT, 2013
Pursuant to Section 134 of the Companies Act, 2013, the annual return of the Company referred to in Section
92 of the Companies Act, 2013 is available under the Company's website - http://asianhotelswest.com/.
The details of compliances of the Company as per section 134 of the Companies Act, 2013 are enumerated
below:
• Board and Committee Meetings
During the year under review, eight (8) Board meetings were held. Details of Board Meetings held:
|
S. No.
|
Date of Board Meeting
|
No. of Directors Present
|
|
01.
|
97th Board meeting dated 18 April 2024
|
07
|
|
02.
|
98th Board meeting dated 29 April 2024
|
07
|
|
03.
|
99th Board meeting dated 29 June 2024
|
07
|
|
04.
|
100th Board Meeting dated 17 July 2024
|
08
|
|
05
|
101st Board Meeting dated 07 October 2024
|
08
|
|
06
|
102nd Board Meeting dated 05 November 2024
|
07
|
|
07
|
103rd Board Meeting dated 27 November 2024
|
08
|
|
08
|
104th Board Meeting dated 12 February 2025
|
08
|
Directors’ Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm 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 at the end of the financial year and of the profit and loss 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 this 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 the 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.
• Auditors & Auditors’ Report
M/s J.C. Bhalla & Co., Chartered Accountants (FRN: 001111N), were appointed in compliance with
provisions of the Companies Act, 2013 read with the rules made thereunder in the 17th AGM of the
Company for period of 5 years upto conclusion of 22nd AGM of the Company.
The Report of the Statutory Auditor along with Annexures forms part of this Annual Report.
In respect of the year under review, the Auditors have not reported any matter under Section 143(12) of
the Companies Act, 2013.Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the
Companies Act, 2013.
Reply of the Management to the Comments/ Observations of the Statutory Auditors' Report:
The Statutory Auditors have provided a Disclaimer of Opinion in their Statutory Auditors Report. The same
is reproduced below along with the management reply as required under clause (f) of sub-section (3) of
Section 134 of the Companies Act, 2O13:
|
Clause
|
Statutory Auditors’ Remark
|
Management’s Reply
|
| |
Basis for Disclaimer of Opinion
|
|
| |
1. We draw attention to Note 46 to the
standalone financial statements:
a. As per clause (v) of Schedule 2 to
the Framework Agreement, Saraf
Group shall have the option to buy
the Hyatt Regency, Mumbai (the
principal asset of the Company)
from the Company any time after
the successful withdrawal of CIRP
and revocation of the Trading
suspension. Moreover, in case of
exercise of such option by Saraf
Group, neither the Company nor
Saraf Group shall be liable to pay
any other amount to each other.
Though the Company is not a party
to the said Framework Agreement,
the subsequent actions of the Board
of Directors of the Company, in
seeking and obtaining the approval
of the shareholders of the Company
to secure the amounts received
from Saraf Group to create charge /
lien over Hyatt Regency, Mumbai
indicates that the Board of Directors
of the Company have taken
cognizance of the Framework
Agreement. We also note that in the
audited financial statements of
Novak Hotels Private Limited, the
party who has been identified by
Saraf Group as the person who has
funded the said amount of Rs.
39,000 lakhs have stated these
amounts as advances for acquiring
Hyatt Regency, Mumbai.
In this regard, the following matters are
noted and hereby reported:
i. Considering the provisions of
the Framework Agreement
providing an option to Saraf
Group to acquire Hyatt
Regency, Mumbai and manner
of presentation of such amounts
by the Group Company of Saraf
Group, we are unable to state if
the classification of amounts
received is in the nature of a
borrowing or an advance for
sale of assets and the
|
1. Novak Hotels Private Limited ("Saraf
Group" or “lender”) had advanced an
amount of ? 37,100 lakhs till March
31, 2024 and further Rs.1,900 Lakhs
during the year thus aggregating to
Rs.39,000 Lakhs to the Company
which was utilized for making all
payments to creditors, all other
regulatory and necessitated
expenses. The amount was received
in terms of a framework agreement
between the promoters of the
Company and Saraf Group entered
into as part of the insolvency
resolution process of the Company.
Whilst the Company is not a party to
the framework agreement, the
Company has been informed by its
promoters, who are also on the Board
of Directors of the Company, that the
amount was in the nature of a loan
and has accordingly been disclosed
as “Borrowings” in note 22 to the
standalone financial statements. The
Company had recognized an interest
expense of ? 2,200 lakhs during the
previous year ended March 31,2024.
Further, during the year, the
Company has recognized an interest
expense of ? 198 lakhs being 9% p.a.
on ? 2,200 lakhs and further
discussions are going on with respect
to quantum of interest to be provided.
|
| |
presentation of such amounts
as non-current.
ii. Section 180(1)(a) of the Act
restricts the power of the Board
of Directors from sale, lease or
otherwise dispose of the whole
or substantially the whole of the
undertaking of the company
without the prior approval of the
members of the Company. In
the instant case, the approval of
the members of the Company
was obtained only for creating
security on the assets and the
information regarding the
exercise option granted to Saraf
Group was not informed to the
members.
iii. Though the members of the
Company approved creation of
a charge / security on Hyatt
Regency, Mumbai, the
Company is yet to file the
necessary forms with the
Ministry of Corporate Affairs and
therefore is not in compliance
with the requirements of the Act.
iv. If the intention is to sell Hyatt
Regency, Mumbai in return of
the fund infusion by Saraf
Group, these financial
statements should have been
prepared considering the
requirement of Ind AS 105 “Non¬
current assets held for sale and
discontinued operations”
consider the requirement of Ind
AS. Also refer our reporting on
Going Concern assumption in
paragraph 3 below.
|
|
| |
b. The Company has not recognized
interest expense of Rs. 3,837.93
lakhs and certain expenses of Rs.
453.84 lakhs towards
reimbursement, as claimed by Saraf
Group. In the absence of agreed
terms and conditions in respect of
the amounts received, we are
unable to comment on the amount
of interest that should have been
accrued by the Company in these
standalone financial statements.
|
|
| |
Notwithstanding the above, if the
amounts received are in the nature
of borrowings as considered by the
Company, as per section 186(7) of
the Companies Act, 2013, such
borrowings shall have a minimum
interest rate that is not lower than
the prevailing yield of one year,
three-year, five year or ten-year
government security closest to the
tenor of the loan. However, even
considering the minimum rate of
interest as stipulated in Section
186(7) of the Act, such interest
amount that has not been
recognised in these standalone
financial statements is expected to
be material and will represent a
substantial proportion of the
standalone financial statements.
|
|
| |
c. Further, there is an unreconciled
|
|
| |
balance of Rs. 242.64 lakhs in the
amounts stated as borrowings in
note 22 to the standalone financial
statements for the year ended
March 31, 2025, the recorded
balance in the standalone financial
statements being lower.
|
|
| |
2. We draw attention to note 47 in the
|
|
| |
standalone financial statements,
wherein, the Company has written off
and written back certain old
outstanding balances during the year
ended March 31, 2025 which are
amounting to Rs. 1,229.51 lakhs (net
write off) and have been disclosed as
“Exceptional Items" in the standalone
financial statements. The balances
written off/written back relate to the
balances that existed as on March 31,
2024 and should have been written
|
2. There were certain old outstanding
|
| |
off/written back as on such date or
|
balances in the books of accounts for
|
| |
earlier, as applicable. As per para 42
|
which the complete and proper details
|
| |
of IND AS 8 “Accounting Policies,
|
were not available. During the year
|
| |
Changes in Accounting Estimates and
|
ended March 31, 2025, an amount of
|
| |
Errors’, the prior period errors shall be
|
Rs. 2970.66 Lakhs written off and
|
| |
corrected retrospectively.
|
Rs.290.90 lakhs have been written
|
| |
Consequently, the exceptional items
|
back, in respect of such balances
resulting into net difference of Rs.
|
| |
(net) and loss for the year ended
|
2679.76 Lakhs which has been
|
| |
March 31, 2025 are overstated by
|
disclosed under "Exceptional Items" in
|
| |
Rs.1,229.51 lakhs.
3. We draw attention to note 45 to the
standalone financial statements,
wherein, the Company has prepared
these standalone financial statements
on a going concern basis considering
the approved the settlement proposal
under Section 12A of IBC 2016 and
the steps being taken by the Company
to meet its regulatory requirements
and reporting obligations. However,
the Company's current liabilities
exceeds the current assets by Rs.
42,051.61 lakhs as at March 31,2025.
|
the standalone financials statements
during the year ended March 31,
2025. As per assessment of the
Board, these balances were no longer
receivable / payable by the Company
and this has been taken on record by
the Board in its meeting held on July
2, 2025.
|
| |
Considering the above and in the
|
3. The Company owns Hotel Hyatt
|
| |
absence of sufficient appropriate audit
|
Regency in Mumbai (“Hotel”). The
|
| |
evidence to support the Company's
|
lockdown and restrictions imposed on
|
| |
ability to meet its obligations, a
|
various activities due to COVID -19
|
| |
material uncertainty exists that may
|
pandemic in India had significantly
|
| |
cast significant doubt on the entity's
|
and adversely affected the operations
|
| |
ability to continue as a going concern
|
of the Hotel. The Company could not
|
| |
and the standalone financial
|
run its Hotel operations as funding
|
| |
statements have not been prepared
|
restrictions had been imposed by one
|
| |
on any other basis of accounting
|
of the lender banks. Despite Central
|
| |
acceptable in the circumstances and
|
Government's/Reserve Bank of
|
| |
also do not adequately disclose this
|
India's scheme to provide financial
|
| |
matter.
|
support to the beleaguered
hospitality industry through the
Emergency Credit Line Guarantee
Scheme (ECLGS), the lender bank
of the Hotel refused to release the
funds that the Company was entitled
to under ECLGS and needed as a
lifeline for normalizing its operations.
Such actions of the lender bank led
to suspending of the operations of
the Hotel in June 2021, which in turn
resulted in the Company's financial
distress. On August 19, 2021, lender
bank filed Section 7 application before
the Adjudicating Authority (National
Company Law Tribunal), New Delhi
Bench IV claiming a default of an
amount of Rs. 26,407.35 lakhs. The
Adjudicating Authority (NCLT), New
Delhi passed an order dated
September 16, 2022 admitting the
section 7 petition and initiated
Corporate Insolvency Resolution
|
| |
4. The Company has neither provided us
|
Process (“CIRP”) against the
Company. On January 09, 2024,
the National Company Law
Appellate Tribunal (NClAt) has
approved the settlement proposal
under Section 12A of IBC 2016
submitted by the promoters and
suspended Directors of the
Company. With the approval of the
settlement proposal, the order dated
September 16, 2022 admitting section
7 application under Insolvency and
Bankruptcy Code 2016 has been set
aside and the CIRP of the Company
has been closed. The Company is
in the process of complying with all
regulatory requirements and
reporting obligations. Considering
the above, these standalone
financial statements have been
prepared on a going concern basis
assuming that the Company will
|
| |
with proper records showing full
|
continue as going concern and realize
|
| |
particulars, including quantitative
|
its assets and discharge its liabilities in
|
| |
details and situation of property, plant
|
the normal course of business from
|
| |
and equipment nor has provided us
|
the date of approval of these
|
| |
with the information regarding the
|
standalone financial statements by
|
| |
physical verification of property, plant
|
the Board of Directors.
|
| |
and equipment. Therefore, we are
unable to comment on the existence
|
4. The Company is revived on 9th
|
| |
of the property, plant and equipment
|
January, 2024 since than the
|
| |
balance of Rs. 1,617.11 lakhs as
|
Management is busy with doing
|
| |
stated in note no. 3.1 to the
|
pending compliances with respect of
|
| |
accompanying standalone financial
|
BSE and NSE Stock Exchange and
|
| |
statements.
|
other concerned Authorities. The
|
| |
5. Outstanding recoverable/payables
|
Mumbai hotel is in shut condition as
on date, however, the Company is in
process to evaluate PPE (Property,
|
| |
balances with the Government
|
Plant & Machinery) by way of physical
|
| |
Authorities are subject to
|
verification along-with location of each
|
| |
reconciliation with the statutory
|
item before commencing the
|
| |
records and consequential
|
operation.
|
| |
adjustment, if any. Further, in the
absence of complete period details of
“statutory dues payable” as referred in
note 48 to the standalone financial
|
5. In view of management disputes,
|
| |
statements, we are unable to
|
financial and operational issues and
|
| |
comment on the adequacy of interest
|
subsequent commencement of CIRP
|
| |
expense on statutory dues
|
in respect of the Company w.e.f. 16th
|
| |
recognized in the standalone
|
September 2022, the Company was
|
| |
statement of profit and loss for the
|
not able to comply with certain
|
| |
year ended March 31,2025.
|
compliance requirements as stated
|
| |
|
the Secretarial Audit Report. Also,
certain records of the Company could
not be retrieved due to lack of
resources. However, after the closure
of CIRP on 9th January 2024, the
|
| |
|
Company is in the process of
complying with all applicable laws and
earnest efforts are being made by the
Company in this regard. Some of the
old liabilities which are under
reconciliation with the books, however
doing thing any material
consequential impact will not be
arisen.
|
• Internal Audit
M/s Gautam Sehgal & Co., Chartered Accountants, the internal auditors of the Company for the financial year
2024-25 have conducted periodic audit. The Audit Committee of the Board of Directors has reviewed the
findings of Internal Auditors regularly and their reports have been well received by the Audit Committee and
noted by Board of Directors.
• Secretarial Audit
The Company has appointed M/s Hemant Singh & Associates, Company Secretaries, 306, Surya Complex,
21, Veer Savarkar Block, Shakarpur, Delhi - 110092 to undertake the Secretarial Audit of the Company for
the Financial Year ended 31st March 2025.
The Secretarial Audit Report (in Form MR -3) is annexed as Annexure 4 hereto and forms a part of this
report. The comments of Secretarial Auditors are self-explanatory and therefore do not call for any further
clarifications/comments.
Reply of the Management to the Comments/ Observations of the Secretarial Auditors' Report:
In view of management disputes, financial and operational issues and subsequent commencement of CIRP in
respect of the Company w.e.f. 16th September 2022, the Company was not able to comply with certain
compliance requirements as stated the Secretarial Audit Report. Also, certain records of the Company could
not be retrieved due to lack of resources. However, after the closure of CIRP on 9th January 2024, the Company
is in the process of complying with all applicable laws and earnest efforts are being made by the Company in
this regard.
• Cost Audit
In terms of Rule 8 of the Companies (Accounts) Amendment Rules, 2018 read with Section 148 of the
Companies Act, 2013, the Central Government has not specified the maintenance of cost records under
Section 148 of the Companies Act, 2013, for the services provided by the Company.
• Compliance with Secretarial Standards on Board and General Meetings
The Company has complied with all the applicable provisions of Secretarial Standards 1 and 2 as issued
by the Institute of Company Secretaries of India and notified by Central Government.
• Particulars of loans, guarantees and investments under section 186 of the Companies Act, 2013.
Details of loans, guarantees and investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in Note No 5 to the standalone financial statements.
• Related Party Transactions
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has
formulated a Policy on Related Party Transactions which is also available on Company's website at
www.asianhotelswest.com/policies. The Policy intends to ensure that proper reporting, approval and
disclosure processes are in place for all transactions between the Company and Related Parties.
All transactions entered by the Company with Related Parties were in ordinary course of business and at
arm's length basis. The Audit Committee granted omnibus approval for the transactions (which are
repetitive in nature) and the same was reviewed by the Audit Committee and Board of Directors on regular
basis.
There was no materially significant transaction with related parties during the Financial Year 2024-25 and
none of the transactions with any of related parties were in conflict with the Company's interest.
Particulars of contracts/arrangements with related parties as referred to in sub-section (1) of section188 of
the Companies Act, 2013 are given in Form AOC 2 and the same is annexed as Annexure 5 hereto and
forms a part of this report.
Requisite disclosure as required under Ind-AS-24 has been made in Notes to the Financial Statements.
• Material Changes and commitments, if any affecting the Financial Position of the Company which
occurred between March 31, 2025 and date of report.
There are no material changes and commitments affecting the Financial Position of the Company which
have occurred between March 31,2025 and date of report.
• Change in the nature of Business, if any
During the period under review, there has been no change in the nature of business.
• Conservation of Energy, Foreign Exchange Earnings & Outgo
Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 pertaining to the conservation of energy, foreign exchange earnings
and outgo is furnished under in the Annexure 6 hereto and forms a part of this report.
• Committees of the Board
a) Audit Committee
In terms of section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations
and Disclosures Requirements) Regulations, 2015, as on 31st March 2025, your company has in place
audit committee of Board of Directors with Mr. Shekhar Gulzarilal Gupta as the Chairperson of the
Committee, Mr. Ravinder Singhania and Mr. Amit Saraf as members.
The terms of reference of Audit Committee are confined to the Companies Act, 2013 and Regulation
18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with Part-C of
Schedule II of the Listing Regulations.
Further, due to the resignation of Mr. Shekhar Gulzarilal Gupta and Mr. Ravinder Singhania,
Independent Non-Executive Directors from the Board w.e.f 2nd June 2025 and 27th August 2025
respectively due to their personal reasons, the Audit Committee was duly reconstituted by appointment
of Ms. Mekhala Sengupta as Chairperson, Mr. Rohit Rajpal and Mr. Amit Saraf as Members of the
Committee.
The details of meetings with attendance thereof and terms of reference of audit committee have been
provided in the Corporate Governance Report which forms part of this report.
b) Stakeholders’ Relationship Committee
The Company has also formed Stakeholder's Relationship Committee in compliance with the provisions
of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations,
2015. As on 31st March 2025, your company has in place Stakeholders Relationship Committee of
Board of Directors with Mr. Shekhar Gulzarilal Gupta as the Chairperson of the Committee, Mr.
Ravinder Singhania and Mr. Rakesh Kumar Aggarwal as members.
Further, due to the resignation of Mr. Shekhar Gulzarilal Gupta and Mr. Ravinder Singhania,
Independent Non-Executive Directors from the Board w.e.f 2nd June 2025 and 27th August 2025
respectively due to their personal reasons, the Stakeholders Relationship Committee was duly
reconstituted by appointment of Ms. Mekhala Sengupta as Chairperson, Mr. Sandeep Gupta and Mr.
Rakesh Kumar Aggarwal as Members of the Committee.
c) Nomination and Remuneration Committee
In terms of section 178 of the Companies Act, 2013 read with the Companies (Meeting of the Board
and Power) Rules, 2014 and Regulation 19 of the SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015. As on 31st March 2025, your Company has in place duly constituted
Nomination and Remuneration Committee of Board of Directors with Mr. Ravinder Singhania as the
Chairperson of the Committee, Mr. Shekhar Gulzarilal Gupta and Mr. Saumen Chatterjee as members.
Further, due to the resignation of Mr. Shekhar Gulzarilal Gupta and Mr. Ravinder Singhania,
Independent Non-Executive Directors from the Board w.e.f 2nd June 2025 and 27th August 2025
respectively due to their personal reasons, the Nomination and Remuneration Committee was duly
reconstituted by appointment of Ms. Mekhala Sengupta as Chairperson, Mr. Saumen Chatterjee and
Mr. Sandeep Gupta as Members of the Committee.
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of
Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays
down the guiding principles, philosophy and the basis for payment of remuneration to Executive and
Non-Executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior
Management and other employees. The policy also provides the criteria for determining qualifications,
positive attributes and Independence of Director and criteria for appointment of Key Managerial
Personnel / Senior Management and performance evaluation which are considered by the Nomination
and Remuneration Committee and the Board of Directors while making selection of the candidates. The
above policy has been posted on the website of the Company at www.asianhotelswest.com/Policies.
d) Corporate Social Responsibility (CSR) Committee
Provisions pertaining to CSR committee were not applicable during the period under review. Therefore,
the report on Corporate Social Responsibility activities has not been enclosed with this report.
e) Risk Management Committee
Provisions pertaining to the Risk Management Committee are not applicable to the Company.
• Public Deposits
During the year under review, your Company has not accepted any deposits within the meaning of Section
73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
• Amount Transferred to Reserves
During the year under review, your company has not transferred any amount to reserves for the financial
year ended March 31,2025.
• Internal Control System and their Adequacy
The Company has in place adequate reporting systems in respect of financial performance, and reporting
with respect to compliance of various statutory and regulatory matters. The operations of the Company are
still not started. The internal auditors of the Company had regularly conducted exhaustive internal audits
pertaining to financial and compliance areas and their reports were placed before the Audit Committee for
its review and recommendations.
• Performance Evaluation
Pursuant to the provisions of the section 134(3)(p) of the Companies Act, 2013 read with Regulation SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration
Committee carried out the annual performance evaluation of its Directors individually including the
Chairman, and the Board accordingly evaluated the overall effectiveness of the Board of Directors,
including its committees based on the ratings given by the Nomination and Remuneration Committee of
the Company.
A structured questionnaire was prepared after taking into consideration inputs received from the Directors,
covering various aspects of the Board' functioning such as Knowledge to perform the role; Time and level
of participation; Performance of duties and level of oversight; and Professional conduct and independence.
The Directors expressed their satisfaction to the above.
• Significant Material Orders Passed by Regulators
On 16th December 2024, Securities and exchange Board of India had passed an order on Adjudication
Proceedings under Section 15I of SEBI Act, 1992 levying a penalty of Rs.5,00,000/- (Rupees Five Lakhs
Only). The same had been paid dated 21st January 2025, under protest and the payment is not an
acknowledgement of the alleged violations.
• Vigil Mechanism/Whistle Blower Policy
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule7 of the Companies (Meetings of
Board and its Powers) Rules, 2014 and regulation 22 of the Listing Regulations, the Company has
established a vigil mechanism for its Directors and employees to report their genuine concerns/grievances.
The mechanism also provides for adequate safeguards against victimization of persons who use such
mechanism and makes provisions for direct access to the Chairman of the Audit Committee.
Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the
Audit Committee and that no complaints were received during the year.
The details of the said mechanism are posted on the Company's website www.asianhotelswest.com.
• Green Initiatives
Electronic copies of the Annual Report and notice of the 18th AGM are sent to all the members whose email
addresses are registered with the Company /Depository Participant(s)/RTA.
The Company is providing e-voting facility to all members to enable them to cast their votes electronically
on all resolutions set forth in Notice. The instructions for e-voting are provided in the Notice.
• Prevention of Sexual Harassment at Workplace
The Company has zero tolerance policy against sexual harassment defined as any unwelcome sexually
determined behavior. As per the requirement of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (‘Act') and Rules made there under, During the period
under review the Company has total employees less than 10. So, the requirement of constitution of Internal
Complaints Committees (ICC) is not applicable on the Company.
• General
Your directors state that no disclosure or reporting in respect of the following items, as there were no
transactions on these items during the year under review:
a) Issue of equity shares with differential rights as to dividend, voting or otherwise.
b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
ACKNOWLEDGEMENTAND APPRECIATION
Your directors would like to express their sincere appreciation and gratitude to all the stakeholders of the
Company. The Board would also like to place on record its deep sense of appreciation for the continued
confidence reposed in the Company by the Shareholders.
For and on behalf of the Board of
Asian Hotels (West) Limited
Place: New Delhi Sandeep Gupta
Date: September 23, 2025 Chairman and Non-Executive Director
(DIN -00057942)
|