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Directors Report of Espire Hospitality Ltd.
Mar 31, 2024
Your Directors are pleased to present their 33rd Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2024
1. Financial Highlights -The highlights of the financial results of the Company for the financial year ended March 31, 2024 are as under:-
|
Financial Highlights |
||
|
Rs Lakhs |
||
|
Particulars |
2023-24 |
2022-23 |
|
Income |
||
|
Revenue from operations |
3,575.91 |
1,865.11 |
|
Other Income |
60.40 |
18.19 |
|
Total Income |
3,636.31 |
1,883.30 |
|
Expenditure |
||
|
Cost of Materials Purchased |
383.28 |
214.67 |
|
Changes in inventories of finished goods work-in-progress and Stock-in-Trade |
4.31 |
21.63 |
|
Employee benefits expense |
734.16 |
588.16 |
|
Other expenses |
1,760.28 |
682.05 |
|
Profit Before Depreciation Interest & Tax |
754.28 |
376.78 |
|
Less |
||
|
Finance Costs |
130.61 |
65.35 |
|
Depreciation and amortization expense |
360.55 |
263.81 |
|
Profit for the year before Tax |
263.11 |
47.61 |
|
Tax expense: |
||
|
(1) Current tax |
19.50 |
36.11 |
|
|(2) Deferred tax |
(11.96) |
(16.71) |
|
Net Profit for the year after Tax |
255.58 |
28.22 |
|
Other Comprehensive Income Net |
(0.60) |
6.01 |
|
Total Comprehensive Income for the year |
256.18 |
22.21 |
|
Earnings per equity share |
1.90 |
0.16 |
2. Review of Operations & Business - KEY FINANCIAL HIGHLIGHTS
|
During the year under review the revenue of the company has jumped up by 93% due to synergies of operations coupled with young and dynamic Hotel operations team . During the year your company was able to add 105 room Keys in its kitty which helped the company to almost double the turnover for the year |
|
Reven |
iue |
||
|
3,636.31 |
|||
|
1,883.30 |
|||
|
TOTAL INCOME |
|||
|
¦ 2023-24 ¦ 2022-23 |
|||
|
Net Profit |
||
|
255.58 |
||
|
28.22 |
||
|
NET PROFIT FOR THE YEAR AFTER TAX |
||
|
¦ 2023-24 ¦ 2022-23 |
||
|
During the year the company was also able to improve its Net Profits from 28.22 lakhs recorded in the financial year 2022-23 to Rs 255.58 lakhs in the financial year 2023-24 |
|
Earnings per equity share |
||
|
1.90 |
||
|
2023-24 2022-23 |
||
|
The earning per share also increased from Rs 0.16 to Rs 1.90 during the financial year 2023-24 |
3. Share Capital
During the year under review, the Company has increased its Authorized Share Capital from Rs 15 Crores to 25 Crores
There was no change in the issues, subscribed and paid-up capital ,During the year under review, the Company did not issue any shares with differential rights as to dividend, voting or otherwise.
4. Dividend
In compliance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"),the Dividend Distribution Policy of the Company is annexed herewith as Annexure I and is also available on the Company''s website at: https://www.espirehospitality.com/investors/investor-information
However the company has not declared any dividend for the year.
5. Transfer to Reserve
The Directors of your Company do not propose to transfer any amount to reserves
6. Related Party Transaction
All transactions entered with related parties during the year under review were on arm''s length basis and in the ordinary course of business. Your Company has not entered into any contracts / arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company i.e. Policy on Materiality of and dealing with Related Party Transactions ("RPT Policy"). Further, transactions entered by the Company with related parties in the normal course of business were approved by the Audit Committee and placed before the Board.There were no materially significant related party transactions with the Promoters, Directors and Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large. The RPT Policy as approved by the Audit Committee and the Board is available on the website of the Company at:
https://www.espirehospitality.com/investors/investor-information The Directors of your Company draw attention of the Members to Note No. 33 to the Standalone Financial Statements which sets out related party disclosure.
7. Particulars of Loans and Advances,Guarantees, Investments and Securities
The company has neither granted nor provided any guarantee or made investment attracting the provisions of section 186 of the Companies Act, 2013.
8. Significant and Material Orders passed by the Regulators or Courts
There were no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its operations in the future.
9. Corporate Social Responsibility
Section 135 of the Companies Act,2013 are not applicable on the company , as none of the prescribed conditions are applicable on the company.
10. Business Responsibility and Sustainability Reporting
The provisions of BRSR are not applicable on the company for the f.y 2023-24
11. Corporate Governance Report
A Report on Corporate Governance along with a certificate from the Statutory Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Schedule V of the SEBI Listing Regulations, forms part of this Annual Report
13. Management Discussion and AnalysisReport
A detailed analysis of the Company''s operational and financial performance as well as the initiatives taken by the Company in key functional areas such as Resort Operations, Member Experience, Business Excellence, Human Resources and Information Technology are separately discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.
14. Whistle Blower Policy & Vigil Mechanism
As per the provisions of Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company is required to establish an effective Vigil Mechanism for Directors, employees and other stakeholders to report genuine concerns. The details of the Whistle Blower Policy and Vigil Mechanism have been disclosed in the Corporate Governance Report, which forms part of this Annual Report
15. Employees'' Stock Options
Employees'' Stock Options represent a reward system based on overall performance of the individual employee and the Company. It helps the Company to attract, retain and motivate the best available talent.
This also encourages employees to align individual performances with those of the Company and promotes increased participation by the employees in the growth of the Company. However the company has not announce any ESOP during the year under report.
16. Subsidiaries, Joint Venture and Associate companies
The Company has no Joint Venture Agreement, or Associate during the year.
17. Directors
Your Company has 7 Directors, which includes 3 Independent Directors, 3 Non-Executive NonIndependent Directors ((including 1 woman Director)and 1 Managing Director.
Mr. Prithvi Raj Singh has shown his inability to continue as the Managing Director and Director of the company, accordingly he has submitted his resignation w.e.f 29th of December,2023.
Further, the Board at its Meeting held on 31st December,2023 ,appointed Mr. Akhil Arora as an Additional Director and also as the Managing Director designated as Managing Director and Chief Executive Officer of the Company, not liable to retire by rotation, for a period of 5 (five) years w.e.f. 01st January,2024 to 31st December,2028(both days inclusive), based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Shareholders .He shall hold office as an Additional Director upto the date of the ensuing AGM.
The Company has received the requisite Notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Director of the Company. The approval of the shareholders for appointment of Mr. Akhil Arora as a Director and also as the Managing Director designated as Managing Director and Chief Executive Officer of the Company would be obtained at the ensuing AGM of the Company.
18. Declaration by Independent Directors under Subsection (6) of Section 149 of the Act
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and SEBI Listing Regulations. 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. Based on the declarations received from the Independent Directors, the Board of Directors have 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.
In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of
Directors of the Company have confirmed that they have registered themselves with the databank maintained by Retirement by rotation Mr. Amit Rai , retires by rotation and being eligible, offers himself for re-appointment at the ensuing AGM of the Company scheduled to be held on 30th September,2024.
19. Key Managerial Personnel ("KMPs")
Pursuant to the provisions of the Act, as on March 31, 2024, Mr.Akhil Arora, Managing Director & CEO,
Mr. Rajeev Chatterjee, Chief Financial Officer and Mr. Sumeer Narain Mathur Company Secretary & Chief Compliance Officer are the KMPs of the Company.
During the year under review, Mr. Prithvi Raj Singh resigned as the Managing Director and Key Managerial Personnel of the Company w.e.f. the close of business hours on 29th December,2023 Further, the Board of Directors at their Meeting held on 31st December,2023 appointed Mr. Akhil Arora as the Managing Director and Key Managerial Personnel of the Company .
Further during the year Mr Sumeer Narain Mathur holding duel position of Company Secretary & Chief Financial Officer, stepped down from the post of Chief Financial Officer w.e.f 14th August,2023 and Mr Rajeev Chatterjee was appointed as the Chief Financial Officer w.e.f 15th August,2023.
20. Policy on Directors'' Appointment and Remuneration
Your Company has adopted the following Policies which, positive attributes and independence of a Director:
1. Policy on Appointment of Directors and Senior Management
2. Policy on Remuneration of Directors and
3. Policy on Remuneration of Key Managerial Personnel and Employees
Policy (1) mentioned above includes the criteria for determining qualifications, positive attributes and independence of a Director, identification of persons who are qualified to become Directors and who may be appointed in the Senior
Management Team in accordance with the criteria laid down in the said Policy. Policies (2) and (3) mentioned above set out the approach for Compensation of Directors, Key Managerial Personnel and ther employees in the Company.
The aforesaid policies are also available at the link : https:// www.clubmahindra.com/investors/investor-information.
21. Board Evaluation
The Board has conducted an annual evaluation of its own performance, individual Directors, Committees of the Board
and that of its Non-Executive Chairperson, in terms of the relevant provisions of the Act, Rules made thereunder and
SEBI Listing Regulations. The Nomination and Remuneration Committee ("NRC") has defined the evaluation criteria and procedure for the Performance Evaluation process for the Board, its Committees and Directors including Independent Directors. The criteria for Board Evaluation includes inter alia, composition and structure, effectiveness of board processes, information and functioning of the Board, etc. The criteria for evaluation of the Committees of the Board includes mandate of the Committee and composition and effectiveness of the Committee, etc. The criteria for evaluation of individual Directors include aspects such as professional qualifications, prior experience, integrity, independence and 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 addition, the performance of the Chairperson is also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer meetings, impartiality, ability to keep shareholders'' interests in mind and effectiveness as Chairperson. The above criteria are based on the Guidance Note on Board Evaluation issued by the SEBI on January 5, 2017.
⢠The NRC has evaluated the performance of individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairperson of the Company was also carried out by the Independent Directors taking into account the views of the Executive Director and Non-Executive Directors. Performance Evaluation of Independent Directors was carried out by the entire Board excluding the Director being evaluated. The Annual Performance Evaluation was carried out by the Board in respect of its own performance as well as the evaluation of the working of its Audit, Nomination and Remuneration, Stakeholders Relationship, Corporate Social Responsibility, Risk Management and Inventory Approval Committees. A structured questionnaire was prepared and circulated amongst the Directors, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committees thereof with regards to skill, experience, independence, execution and performance of specific duties, diversity, attendance and adequacy of time given by the Directors to discharge their duties, preparedness on the issues to be discussed, meaningful and constructive contributions, inputs at the meetings, Corporate Governance practices, etc. The Directors expressed their satisfaction with the evaluation process.
22. Number of Board Meetings
⢠During the year under review, the Board of Directors met 6 (six) times. The details of the Board Meetings and attendance
⢠of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.
23. Composition of Audit Committee
⢠The Audit Committee comprises of 3 (three) Directors viz Mr Pramod Bhatnagar,Mr Amit Kumar Jain & Mr. Dileep Kumar, as its Chairperson . Further details are provided in the Corporate Governance Report, which forms part of this Annual Report. During the year under review, all recommendations of the Audit Committee were accepted by the Board.
24. Directors'' Responsibility Statement
Pursuant to Section 134(5) of the Act, your Directors, to their best of their knowledge and ability, confirm that :
a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable Accounting Standards had been followed and there is no material departure;
b) b) they have selected such accounting policies and 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, 2024 and of the profit of the Company for the year ended on that date;
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) the annual accounts have been prepared 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.
⢠25. Internal Financial Controls and their Adequacy
⢠Your Company has an adequate internal controls system, commensurate with the size and nature of its business. The system is supported by documented policies, guidelines and procedures to monitor business and operational performance which are aimed at ensuring business integrity and remoting operational efficiency.
⢠Pursuant to Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, and based on the framework of internal financial controls and compliance systems established and maintained by the Company, the assessments and audit carried out by the internal 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 Audit Committee, the Board is of the opinion that the Company''s internal financial controls laid down with reference to the Financial Statements were adequate and operating effectively during the financial year 2023-24.
Further details are provided in the Management Discussion and Analysis Report, which forms part of this Annual Report
26. Risk Management
Your Company has a well-defined risk management framework to identify and evaluate elements of business risk. The Board of Directors have constituted the Risk Management Committee pursuant to the provisions of Regulation 21 of the SEBI Listing Regulations and its prime responsibility is to oversee the implementation of the Risk Management Policy of the Company. Your Company has developed and implemented a Risk Management Policy which is approved by the Board. The Risk Management Policy, inter-alia, includes identification of risks, including cyber curity and related risks and also those which in the opinion of the Board may threaten the existence of the Company. The Audit Committee has an oversight in the area of financial risk and controls. Other details including details pertaining to various risks faced by your Company and also development
⢠27. Disclosure requirements
> Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, details of transactions with persons or entities belonging to the promoter/ promoter group which holds 10% or more shareholding in the Company, are furnished under Note No. 51 to the Standalone Financial Statements which sets out related party disclosure;
> The provisions in respect of maintenance of cost records as specified under sub-section (1) of Section 148 of the Act are not applicable to your Company;
> During the year under review, there was no change in the nature of business of the Company;
> During the year under review, there was no issue of shares (including sweat equity shares) to employees of the Company under any Scheme, save and except Employees Stock Option Schemes referred to in this Report;
> The Directors have 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;
> During the year under review, there was no revision of financial statements and Board''s Report of the Company;
> During the year under review, your Company has not made any application and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016;
> Your Co mpany has no borrowings as on March 31, 2024 and hence, the requirement of providing details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks / financial institutions along with the reasons thereof is not applicable to the Company; and
> During the year under review, there were no voting rights which are not directly exercised by the employees in respect of shares for the subscription / purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially old shares as envisaged under section 67(3)(c) of the Act
28.Audiors
A1- Statutory Auditors
⢠In terms of the provisions of Section 139 of the Companies Act,2013 read with the Companies (Audit and Auditors) Rules,2014 as amended vide the Companies (Amendment) Act,2017 and the Companies (Audit and Auditors) Amendment Rules,2018 respectively, M/s Bansal & Co,LLP, Chartered Accountants ,( (ICAI Firm Regn No: 001113N/N500079), the auditors of the Company, hold office for a consecutive period of five years until the conclusion Thirty Fifth (35th) Annual General Meeting of the company to be held for the financial year 202526 and their appointment is not required to be ratified each year at Annual General Meeting of the Company.
⢠The Auditors have confirmed to the company that they continue to remain eligible to hold office as the Auditors and not disqualified for being so appointed under the Companies Act,2013, the Chartered Accountants Act,1949 and the rules and regulations made thereunder.
A2- Auditors Report
⢠The Report given by the statutory auditors for the financial year 2022-23 on the financial statement of the Company is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.
⢠B-Secretarial Auditors
⢠The Secretarial Audit was carried out by M/s. RSH & Associates,
Company Secretaries (Peer Review Certificate
number:1719/2022) for the financial year 2022-23. The Report given by the Secretarial Auditors is annexed as Annexure - 3 and forms an integral part of this Report. Explanations to their qualifications are as under: Annual Secretarial Compliance Report
⢠In compliance with the Regulation 24A of SEBI Listing Regulations, your Company has undertaken an audit for the financial year 202324 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder.
⢠The Annual Secretarial Compliance Report issued by M/s. RSM & Associates Secretaries, has already been submitted to the Stock Exchanges within 60 days from the end of the financial year and is annexed to this Annual Report.
⢠29. Reporting of Frauds by Auditors
⢠During the year under review, the Statutory Auditors and
⢠Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.
⢠30. Deposits
⢠Your Company has not accepted any deposits from public or its employees and, as such no amount on account of principal or interest on deposit were outstanding as of the Balance Sheet date.
⢠There are no deposits which are not in compliance with the requirements of the Act.
⢠31. Credit Rating
⢠There is no credit rating being undertaken by the company
⢠32. Material Changes and Commitment affecting Financial Position of the Company
⢠There are no material changes and commitments, affecting financial position of the Company which have occurred from the end of the financial year of the Company i.e. March 31, 2024 till the date of the Board''s Report.
⢠33. Annual Return
⢠Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in form MGT-7, as of March 31, 2024, has been placed on the website f the Company and can be accessed at https://www.espirehospitality.com/investors/financials.
⢠34. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
⢠Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology for more efficient operations. Some of these initiatives are discussed in the section on Sustainability in the Management Discussion and Analysis Report, which forms part of this Annual Report.
⢠In absence of any manufacturing activities, no details have been given as required under Section 134 of the Companies Act, 2013 and the rules framed there under.
⢠35. Human Resources
⢠Your Company is committed to fostering an inclusive and diverse workforce by actively focusing on hiring and development of diverse talent. During the year under review, the Company has rolled out various initiatives to strengthen inclusion at the workplace, for instance, workshops on "Unconscious Bias" and "Allyship" focused on leadership capability to lead and develop diverse teams. At Res orts, the Company has been hiring Specially Abled Talent and supporting them through mentorship initiatives and accessible resources to create an inclusive work environment that nurtures their growth and success.
⢠The Company continues its concerted efforts towards building talent from within and has a robust talent management process aimed to develop capability of talent to take on diverse role
⢠Disclosures pertaining to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
⢠Your Company has a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). Your Company has also complied with provisions relating to the constitution of Internal Complaints Committee under the POSH Act and the Committee includes external members from NGO and / or members with relevant experience. There were no complaints pending at the beginning of the year. During the year under review, 21 (Twenty One) complaints were received and 20 (Twenty) were resolved by taking appropriate actions as per the provisions of the POSH Act. 1 (One) complaint was pending as on March 31, 2024.
⢠36. Particulars of Employees
⢠The disclosure with respect to the remuneration of Directors, KMPs and employees under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("the Rules"), is annexed herewith as Annexure VI and forms part of this report.
⢠37. Ethics Framework
⢠The Company''s revised Code of Conduct ("the Code'''') for employees outlines the commitment to the principles of integrity, transparency and fairness. The refreshed Code has been contemporized and aligned with the changes in the internal and the external environments. It enables the Company to make the right choices and demonstrate the highest standards of integrity and ethical behaviour. The Ethics & Governance framework is also anchored by clearly defined policies and procedures, covering areas such as Anti-Bribery and Anti-Corruption Policy, Policy on Gifts & Entertainment, Policy on Prevention of Sexual Harassment at Workplace and Whistle Blower Policy to ensure robust Corporate Governance.
⢠38. Acknowledgement and Appreciation
⢠The Directors of your Company take this opportunity to thank the Company''s Customers, Shareholders, Suppliers, Bankers and the Central and State Governments for their unstinted support. The Directors would like to place on record their appreciation to the employees at all levels for their hard work, dedication and commitment.
For & On Behalf of the Board.
Gagan Oberoi Place: New Delhi
Chairperson Delhi: 02nd Sept, 2024
Mar 31, 2023
The directors are pleased to present the 32nd Annual Report together with the Audited Financial Statements for the year ended 31st March, 2023
The highlights of the financial results of the Company for the financial year ended March 31,2023 are as under: -
|
(Rs L) |
||
|
Particulars |
Year ended |
Year ended |
|
31st |
31st |
|
|
March,2023 |
March,2022 |
|
|
Revenue from Operations |
1883.30 |
169.16 |
|
Other Income |
18.19 |
61.59 |
|
Total Revenue |
1883.30 |
230.75 |
|
Total Expenses |
1835.67 |
227.48 |
|
Profit /loss before Tax Expense |
47.63 |
3.27 |
|
Less: Tax Expense (Current & Deferred) |
19.40 |
11.11 |
|
Profit /loss for the year |
28.24 |
(7.84) |
|
Total Comprehensive Income for the period |
22.23 |
(7.80) |
|
Shareholders Fund |
75.27 |
53.04 |
II- Review of Operations & Business KEY FINANCIAL HIGHLIGHTS
The financial year 2022-23 was a mile stone year in the life cycle of the company. The company got great exposure in the business of Hotels & Resorts. Soon after the 31st Annual General Meeting the company got its name changed from Wellesley Corporation Limited to "Espire Hospitality Limited" showing its intent to progress in the Hospitality business and by the end of the financial year the become a growing company in the field of Hospitality running 6 hotels across 4 major states of India i.e Uttarakhand, Rajasthan, Goa & Punjab.
The total revenue is recorded at Rs. 1883.30 Lacs as compared to Rs 230.75 Lacs in financial year 202122. The Company has incurred a net profit of Rs. 22.23 Lacs as compared to net loss of Rs 7.80 Lacs recorded in the last financial year.
No amount is carried to reserves, further there was no change in the nature of business of the company.
Ever since the company has setup its hands in the Hospitality Industry the management kept on exploring new hotels across India. The company has taken on royalty the brand name of "Country Inn" from M/s Country Inn Private Limited to run its hotels and resorts and has further segregated the same like :-
> Country Inn Hotels
> Country Inn Premier
> Country Inn Express
Based upon the segments of the Hotels. During the year the company has also developed its own brand name "ZANA" wherein the company kept on adding the luxurious premier hotels. One of such luxurious premier hotel was opened namely "Zana Luxury Escapes- Udaipur" in the state of Udaipur near the Udaisagar Lake.
After the closure of the financial year the company has commended the operations of 3 new hotels namely:> Country Inn Maple Resorts, Chail
> Country Inn Premier Pacific Resort Mussoorie,
> Country Inn Premier- The Prominence, Dehradun
Before the end of March,2024 the company would be able to open its hotels at Rishikesh, Patkot & Kasauli.
The Directors do not recommend any dividend during the year.
Your Company had not accepted any Public Deposits under Chapter V of the Act.
VI- Changes in Directors & KMP
During the financial year 2022-23, there was only one change have been taken place in the board of the company during the year, details thereof are as under:-
|
Mr. Saurabh Kedia (Independent Director) |
Resigned w.e.f 30.07.2022 |
|
Mr. Amit Kumar Jain (Additional Director, Non-Executive and Independent) |
Appointed w.e.f 3 0.07.2 02 2 |
After the closure of the financial year Mr. Sumeer Narain Mathur the CFO, Company Secretary & Compliance Officer has stepped down from the post of CFO and the company has appointed Mr. Rajeev Chatterjee as the new CFO of the company w.e.f 15th August, 2023
VII- Retirement by rotation and subsequent re-appointment
Pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules,2014 (including any statutory modification(s) or reenactment(s) thereof for the time being in force), the Articles of Association of the Company, Mr. Gagan Oberoi , Director of the Company is liable to retire by rotation at the ensuing AGM.
VIII- Management Discussion and Analysis Report
Management Discussion and Analysis Report, as stipulated under Regulation 34(2)(e), of the Securities Exchange Board of India (Listing Obligations& Disclosure Requirements) Regulations,2015, read with Schedule-V is presented in a separate section forming part of the Annual Report.
IX- Corporate Governance Report
In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditors of the Company is attached as Annexure- 1 and forms integral part of this Report (hereinafter "Corporate Governance Report").
X- AuditorsA1- Statutory Auditors
In terms of the provisions of Section 139 of the Companies Act,2013 read with the Companies (Audit and Auditors) Rules,2014 as amended vide the Companies (Amendment) Act,2017 and the Companies (Audit and Auditors) Amendment Rules,2018 respectively, M/s Bansal & Co,LLP, Chartered Accountants ,( (ICAI Firm Regn No: 001113N/N500079), the auditors of the Company, hold office for a consecutive period of five years until the conclusion Thirty Fifth (35th) Annual General Meeting of the company to be held for the financial year 2025-26 and their appointment is not required to be ratified each year at Annual General Meeting of the Company.
The Auditors have confirmed to the company that they continue to remain eligible to hold office as the Auditors and not disqualified for being so appointed under the Companies Act,2013, the Chartered Accountants Act,1949 and the rules and regulations made thereunder.
The Report given by the statutory auditors for the financial year 2022-23 on the financial statement of the Company is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.
The Secretarial Audit was carried out by M/s. RSH & Associates, Company Secretaries (Peer Review Certificate number:1719/2022) for the financial year 2022-23. The Report given by the Secretarial Auditors is annexed as Annexure - 3 and forms an integral part of this Report. Explanations to their qualifications are as under: -
1) Trading Window for the quarters ended as on 30.09.2022 was submitted on 03.10.2022 and for the quarter ended as on 31.12.2022 was submitted on 02.01. 2023.
The same were inadvertly missed due to non-availability of the compliance officer on 30th September,22 (being busy in conducting the 31st AGM of the company) and 1st & 2nd October,22 being non-working days the same was submitted on 3rd October,22 .
Further 31st December & 1st January,23 being non-working days the same was submitted on 2nd Jan,23 .There was no malafied intentions being the late submissions of the closure notices.
2) For Quarter ended 30.06.2022, the Audit committee meeting dated 14.06.2022 not mentioned For Quarter ended 30.09.2022, the Board Meeting dates 20.07.2022, the Audit committee meeting dated 20.07.2022 and the Stakeholder Relationship Committee dated 30.07.2022 was not mentioned,
The same inadvertently happened due to oversight
3) Announcement under regulation 30 And 33 Of SEBI (LODR) Regulations, 2015 related to appointment of Independent Director was not made-
The same was made under the head outcome of the boardmeeting.
4) Certificate of Security for the Quarter ended 31.03.2022 pursuant to Regulation 74 of the SEBI (Depository and Participants) Regulations, 1996
It was inadvertently submitted with delay on 18.04.2022
C-Fraud reported by Auditors under Section 143 (12)
During the year under review, the Auditors has not reported any fraud under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 sub section 3(ca) of the Act.
XI- Particulars of Loan, Guarantee Or Investments Under Section 186.
The company has neither granted nor provided any guarantee or made investment attracting the provisions of section 186 of the Companies Act, 2013.
XII- Material changes and commitments affecting the Financial Position of the Company
There were no material changes and commitments affecting the financial position of the Company, which have occurred after March 31, 2023 till the date of this report.
XIII- Information pursuant to rule 8 of chapter IX of the Companies Act, 2013A) CONSERVATION OF ENERGY
In absence of any manufacturing activities, no details have been given as required under Section 134 of the Companies Act, 2013 and the rules framed there under.
B) TECHNOLOGY AND FOREIGN EXCHANGE EARNING ETC
In absence of any manufacturing activities, no details have been given as required under Section 134 of the Companies Act, 2013 and the rules framed there under.
C) FOREIGN EXCHANGE EARNING AND OUTGO
There was no foreign exchange earnings and outgo during the year.
XIV- Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(5) of the Companies Act, 2013 with respect to the Directors'' Responsibility Statement, it is hereby confirmed:
a. That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.
b. That 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 loss of the company for that period.,
c. That 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. That the Directors have prepared the annual accounts for the financial year ended March 31, 2023 on a going concern basis., and
e. That 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.
f. That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
XV- Information pursuant to rule 8 of chapter IX of the Companies Act, 2013 Independence Of Independent Directors
In pursuance of section 149 (7) of the Companies Act 2013, all the Independent Directors have given the declaration of their independence complying with the criteria as prescribed in section 149(6) and has been taken on record.
XVI- Policy on Directors, KMP & other employee''s appointment
The company has already had a nomination and remuneration committee to take care of the appointment of Directors, KMP & other senior managements employees and determining their qualifications, attributes, independence etc. Operational employees being appointed by the Management Team, based on the criteria specified in conversation with the Nomination & Remuneration Committee.
XVII- Development and Implementation of a Risk Management Policy
The board has laid down a committee of risk management comprising three independent directors to lead the same and to manage the risk involved in the business of the company.
XVIII- Development and implementation of a policy on corporate social responsibility.
The directors are of the view that at present the company doesn''t fall in the category of the specified companies abide by the CSR regulations.
XIX- Details of Training Imparted to Independent Directors
There have been no specific training programs conducted by the board of directors for the Independent Directors, however sufficient information about the company''s business were provided to them in the board meetings itself. As per the opinion of the Board and Its Nomination & Remuneration Committee, the Independent Directors appointed during the year Mr. Amit Kumar Jain is having sufficient expertise and experience (including the proficiency) as the Independent Director, further his integrity is beyond doubt.
XX- Details of Vigil Mechanism
The company has laid down its vigil mechanism called "Whistle Blower Policy "for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the company''s code of conduct or ethics policy. This mechanism also has provision for direct access to the chairperson of the Audit Committee Mr. Dileep Kumar in appropriate or exceptional cases.
XXI- Evaluation of The Board, Its Committees and Individual Directors
Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunder, Regulation 17(10) of the Listing Regulations and the circular issued by SEBI dated 5th January, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual performance of the Directors/Board/Committees was carried out for the financial year 2022-23. The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this report.
XXII- Information Pursuant to section 197 of The Companies Act, 2013 Read with Rule 4 &5 of The Companies Appointment & Remuneration of Managerial Personnel Rules 2014
A detailed disclosure of the information as required is attached herewith in the board report as Annexure: 3.
XXIII- Details of subsidiaries, joint venture or associates entered /ceased during the year
The Company has no Joint Venture Agreement, or Associate during the year.
XXIV- Details of Board Meetings
During the year, seven meetings of Board, six meetings of the Audit Committee, four meetings of the Stakeholders Relationship Committee, two meetings of Nomination & Remuneration Committee & one meeting of Risk Management committee were convened and held. One meeting of Independent directors was also held. The details are covered in the Corporate Governance report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
XXV- Particulars of Contracts or Arrangements with related parties referred in Sub Section 188(1) Of The Companies Act, 2013.
The details are mentioned in form AOC-2 and annexed with this board report as Annexure: 5.
The provision for maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013 are not applicable on the Company.
Your Company has adopted a policy for the prevention of sexual harassment of women at work place and has set up a committee for implementation of said policy. During the period the Company has not received any complaint of sexual harassment.
The company has complied with the provisions of applicable Secretarial Standards issued by The Institute of Companies Secretary (ICSI).
In terms of General Circular No. 14/2020 dated 8th April, 2020, 17/2020 dated 13th April, 2020, 22/2020 dated 15th June, 2020, issued by Ministry of Corporate Affairs, and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020, issued by SEBI ("Circulars"), Electronic copies of the Annual Report 2022-23 and Notice of the 32nd AGM are being sent to all the members whose email addresses are registered with the Company / Depository Participant(s).
For members who have not registered their email addresses or have submitted requests with the Company, soft copies of the Annual Report 2022-23 and Notice of the 32nd AGM shall be sent to them through e-mail.
The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of the 32nd AGM. This is pursuant to section 108 of the Companies Act, 2013, read with applicable Rules and in accordance with the SEBI LODR Regulations. The instructions for e-voting are provided in the AGM Notice. Additionally, Insta-poll facility will also be provided to Members at AGM through physical poll ballots, to enable casting of vote by such members who have not utilized e-voting mechanism.
As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII Rules of the Companies (Management and Administration) Amendment Rules, 2020, Annual Return in Form MGT-7 for FY 2022-23 is uploaded on the website of the Company having following web link www.espirehospitality.com
XXXI- Details of Application/ Proceeding pending under The Insolvency and Bankruptcy Code, 2016
Neither any application has been made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.
XXXII- Details of difference in valuation
There is no such instance of difference in valuation as the Company has not done one-time settlement with any Bank or Financial Institution.
XXXIII- Gratitude and Acknowledgement
The Board expresses its deep sense of gratitude to the Government of India and other regulators for the valuable guidance and support the Company has received from them during the year. The Board would also like to express its sincere appreciation co-operation and assistance received from its stakeholders, Members, Bankers and other Business Constituents during the year under review. The Board places on record its appreciation of the dedicated services and contributions made by its staff for the overall performance of the Company.
Mar 31, 2015
Dear Members,
The3 Directors have pleasure in presenting the 24th Annual Report
together with the audited accounts of the Company for the financial
year ended on 31st March, 2015.
I- FINANCIAL HIGHLIGHTS
The highlights of the financial results of the Company for the
financial year ended 31st March, 2015 are as under:-
(Figures in Rupees)
Particulars Year ended Year ended
31st March, 2015 31st March, 2014
Income 5,685,202 11,144,957
Expenditure 5,642,063 10,251,262
Profit before tax 43,139 893,695
Exceptional Items 17,079,554 NIL
Provision for tax (including
deferred tax) 7,703,720 453,939
Profit after tax (24,740,136) 439,757
Balance carried forward to
Balance Sheet (119,221,927) (94,481,791)
II- REVIEW OF OPERATIONS & BUSINESS UPDATE KEY FINANCIAL HIGHLIGHTS
Your company has recorded revenue of Rs 56.85 lacs in financial year
2014-15 as compared to Rs 111.44 lacs in financial year 2013-14, an
overall decline of 49%.Profit before tax has decreased to Rs 0.43 lacs
from Rs 8.93 lacs recorded in the last financial year. Profit after tax
also turned to a loss of Rs 247.40 lacs from the last year's profit
after tax of Rs 4.39 lacs. Since there is no profit, the Directors do
not recommend any amount to carry to any reserve. The nature of the
business remains the same throughout the reported financial year.
III- FUTURE OUTLOOK
The Management of the company has been working very dedicatedly to
monetize the funds wedged in the J.V Projects and under litigations,
also working on the effective utilization of realized funds to enhance
the shareholders wealth.
IV- DIVIDEND
In view of accumulated losses, the Directors do not recommend any
dividend during the year.
V- PUBLIC DEPOSITS
The Company has not invited or accepted any deposits from the public.
VI- DIRECTORS APPOINTED AND RESIGNED/RETIRED Mr. Sapan Mohan Garg
In accordance with the provisions of Section 152 of the Companies Act,
2013 and Article 96 of the Articles of Association of the Company, Mr.
Sapan Mohan Garg (DIN: 00061098) Director of the company, retire by
rotation at the ensuing Annual General Meeting of the Company, being
eligible, offer himself for reappointment.
Mrs. Kirti Gupta
As per the amended listing agreement and as per section 149 of the
Companies Act, 2013 every listed company should have a woman director
on its board therefore, the Board of Directors at their meeting held on
28.01.2015 co-opted Mrs. Kirti Gupta (DIN: 02887259) in the Board as
Additional Director (Independent) as per section 161 of the Company
Act, 2013 her tenure of office expires at the ensuing Annual General
Meeting, being eligible, offer herself for reappointment.
Brief resume of the Directors seeking reappointment, nature of their
expertise in specific functional areas, names of companies in which
they hold directorships and memberships/chairmanships of Board
Committees, as stipulated under Clause 49 of Listing Agreement with the
Stock Exchanges in India, are provided in the Report on Corporate
Governance, forming part of the Annual Report.
VII- MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, as stipulated under clause
49 of the Listing Agreement with the Stock Exchanges in India, is
presented in a separate section forming part of the Annual Report.
VIII- CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreements with the Stock
Exchanges, a detailed report on Corporate Governance is included in the
Annual Report. A Certificate from a Practicing Chartered Accountant,
certifying Company's compliance with the requirements of Corporate
Governance, as stipulated under Clause 49 of the Listing Agreement, is
annexed to the Corporate Governance Report.
IX- AUDITORS
Srivastava Kumar & Co., Chartered Accountants, (Firm Registration No.
011204N), Statutory Auditors of the Company was reappointed in the last
AGM for next three years. As per section 139 of the Companies Act,
2013, the same needs to be ratified by the members of the company. The
Board recommends the members to ratify the balance term of appointment
of statutory auditors for the period of 2 years in the forthcoming
Annual General Meeting.
X- COMMENTS/EXPLANATION ON AUDITORS' REPORT
I- The Statutory Auditor report
The report submitted by the Statutory Auditors is included in this
annual report and since there are no adverse comments of the auditors
in their report. Therefore, no comment/explanation needs to be given
herein.
II- The Secretarial Audit report:
The report submitted by the Secretarial Auditor is included in this
annual report as Annexure: 1 and explanation to their qualifications
are as under:
1) To comply with the requirements of section 203 of the Companies Act,
2013, the Board of Directors in their meeting held on 28th May, 2015
has appointed Mr. Sumeer Narain Mathur as the CFO of the Company. Now,
w.e.f 28th May, 2015, he shall hold the post of Chief Financial Officer
(CFO) in addition to the post of Company Secretary.
2) The company has collected deposits of Rupees One lac in case of
regularization of Mrs. Kirti Gupta & re- appointment of Mr. Piyush
Prakash from the member who proposes their candidature in the ensuing
Annual General Meeting
XI- PARTICUALARS OF LOAN, GUARANTEE OR INVESTMENTS UNDER SECTION 186.
The company has neither granted nor provided any guarantee or made
investment attracting the provisions of section 186 of the Companies
Act, 2013.
XII- MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANICAL POSITION
OF THE COMPANY
There were no such material changes and commitments occurred between
the date of board report and the 31st March, 2015.
XIII- INFORMATION PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013
A) CONSERVATION OF ENERGY
In absence of any manufacturing activities, no details have been given
as required under Section 134 of the Companies Act, 2013 and the rules
framed there under.
B) TECHNOLOGY AND FOREIGN EXCHANGE EARNING ETC
In absence of any manufacturing activities, no details have been given
as required under Section 134 of the Companies Act, 2013 and the rules
framed there under.
C) FOREIGN EXCHANGE EARNING AND OUTGO
There was no foreign exchange earnings and outgo during the year.
XIV- DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act,
2013 with respect to the Directors' Responsibility Statement, it is
hereby confirmed:
1. That in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures.
2. That 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 loss of the
company for that period.
3. That 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;
4. That the Directors have prepared the annual accounts for the
financial year ended 31st March, 2015 on a going concern basis.
5. That 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.
6. That the Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such system were
adequate and operating effectively.
XV- INDEPENCE OF INDEPENDENT DIRECTORS
That in pursuance of section 149 (7) of the Companies Act,2013 all the
Independent Directors have given the declaration of their independence
complying with the criteria as prescribed in section 149(6) and has
been taken on record.
XVI- POLICY ON DIRECTORS, KMP & OTHER EMPLOYEES APPOINTMENT
The company has already having a Nomination and Remuneration committee
to take care of the appointment of Directors, KMP & other employees and
determining their qualifications, attributes independence etc.
XVII- DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The board has laid down a committee of risk management comprising three
independent directors to lead the same and to manage the risk involved
in the business of the company.
XVIII- DEVELOPMENT AND IMPLEMENTATION OF A POLICY ON CORPORATE SOCIAL
RESPONSIBILITY.
The directors are of the view that since at present the company
doesn't fall in the category of the specified companies abide by the
CSR regulations therefore whenever company triggers that limit, the
board shall take care of the effective implementation of the CSR
provisions.
XIX- DETAILS OF TRAINING IMPARTED TO INDEPENDENT DIRECTORS
The Board has arranged on each board meeting for their Independent
Directors a session of Training after the routine affairs. The broad
object of such training sessions it to conversant the independent
directors with the Industry, Company, their role, rights &
responsibilities as a member of the board.
During the year under review two such sessions were organized which
were attended by all the independent directors most of the time and
were highly appreciated.
XX- DETAILS OF VIGIL MECHANISM
The company has laid down its vigil mechanism called "Whistle Blower
Policy" for directors and employees to report to the management
instances of unethical behavior, actual or suspected, fraud or
violation of the company's code of conduct or ethics policy. This
mechanism also has provision for direct access to the chairperson of
the Audit Committee Mr. Vishnu Gopal Rajgarhia in appropriate or
exceptional cases.
XXI- EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Nomination & Remuneration Committee at its Meeting held on 28th
January,2015 and the Board of Directors at its Meeting held on 28th
January, 2015 respectively, had laid down criteria for performance of
evaluation of Directors, Chairperson, MD & CEO , Board Level Committees
and Board as a whole and also the evaluation process for the same.
The Statement indicating the manner in which formal annual evaluation
of the Directors, the Board and the Board Level Committees are given in
detail in the report on Corporate Governance which forms part of this
Annual Report.
The performances of Non Executive Directors, Chairperson, MD & the
Board as a whole were evaluated at the meeting of Independent Directors
meeting held on 31st March,2015 and the performance of the independent
directors were evaluated on the board meeting held on 28th May,2015.
XXII- INFORMATION PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013
READ WITH RULE 4 & 5 OF THE COMPANIES APPOINTMENT & REMUNARATION OF
MANAGERIAL PERSONNEL RULES 2014
A detailed disclosure of the information as required is attached
herewith in the board report as Annexure: 2.
XXII- ABSRTRACT OF THE ANNUAL RETURN
Extract of the Annual Return in form MGT-9, as stipulated under section
134 of the Companies Act, 2013, is annexed at the end of the Board
Report as Annexure: 3.
XXIII- DETAILS OF SUBSIDIARIES, JV OR ASSOCIATES ENTERED/CEASED DURING
THE YEAR
During the year no Joint Venture Agreement, Subsidiary or associate
joined /ceased with the company.
XXIV- ACKNOWLEDGEMENTS
Your Directors wish to express their gratitude for the continuous
assistance and support received from the investors, clients, bankers,
regulatory and government authorities, during the year. Your Directors
also wish to place on record their deep sense of appreciation for the
contributions made and committed services rendered by the employees of
the Company at various levels, to the growth & success of the Company.
For and on behalf of the Board of Directors
Managing Director:
Dalip Singh Dasila
Din: 03613295
Address: 58-B, Block, Khanpur Extn,
M.B Road Near Khanpur,
New Delhi-62
Director: Vishnu Gopal Rajgarhia
Din: 00480125
New Delhi Address: C-740, New Friends Colony,
Date: 28th May, 2015 New Delhi-110065
Mar 31, 2014
Dear Shareholders,
The Directors have pleasure in presenting the 23rd Annual Report
together with the audited accounts of the Company for the financial
year ended on March 31,2014.
FINANCIAL HIGHLIGHTS (Figures in Rupees)
Particulars Year ended Year ended
31.3.2014 31.3.2013
Income 1,11,44,957 97,72,992
Expenditure 1,02,51,262 89,28,405
Profit before tax 8,93,695 8,44,587
Provision fortax (including deferred tax) 4,53,939 4,21,914
Profit after tax 4,39,757 4,22,673
Balance carried forward to Balance
Sheet (9,44,81,791) (9,49,21,548)
REVIEW OF OPERATIONS & BUSINESS UPDATE
KEY FINANCIAL HIGHLIGHTS
Your company has recorded revenue of Rs 1.11 crores in financial year
2013-14 as compared to Rs 97.72 lacs in financial year 2012-13 an
increase of 14% The gross operating profit has also increased to Rs
8.93 lacs from Rs 8.44 lacs an increase of 6%. The profit after tax has
also recorded an increase of 4.05 % i.e. Rs 4.39 lacs from Rs 4.22
lacs.
FUTURE OUTLOOK
With the emergence of new government with full majority after 30 year
without any coalition, your company expects that economy will grow at a
faster pace and various new reforms for the upliftment of the Real
estate sector will be seen in near future. Your company believes that
new government to be formed under the dynamic leadership of Mr.
Narender Modi will create business friendly environment with clear
policies, easy tax laws, and overall development of Indian
infrastructure. Further rapid infrastructure development even in
smaller towns, with quick finance and improved standards of living will
keep pushing up the demand of housing projects.
DIVIDEND
In view of accumulated losses, the Directors do not recommend any
dividend during the year.
PUBLIC DEPOSITS
The Company has not invited or accepted any deposits from the public.
DIRECTORS
In accordance with the provisions of Section 255 and 256 of the
Companies Act, 1956 and Article 96 of the Articles of Association of
the Company, Mr. Manoj Gupta (DIN: 00061630) and Mr. Deepak Jalan
(DIN:01610473), Directors of the company, retire by rotation atthe
ensuing Annual General Meeting of the Company, and being eligible,
offer themselves for reappointment.
Brief resumes of the Directors seeking reappointment, nature of their
expertise in specific functional areas, names of companies in which
they hold directorships and memberships/chairmanships of Board
Committees, as stipulated under Clause 49 of Listing
Agreement with the Stock Exchanges in India, are provided in the Report
on Corporate Governance, forming part of the Annual Report.
LISTING AT STOCK EXCHANGES
The Equity Shares of the Company continue to remain listed with the
Bombay Stock Exchange Limited (BSE) and the Delhi Stock Exchange
Limited (DSE). The listing fees payable to both the exchanges for the
financial year 2014-15 has been paid.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, as stipulated under clause
49 of the Listing Agreement with the Stock Exchanges in India, is
presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreements with the Stock
Exchanges, a detailed report on Corporate Governance is included in the
Annual Report. A Certificate from a Practicing Chartered Accountant,
certifying Company''s compliance with the requirements of Corporate
Governance, as stipulated under Clause 49 of the Listing Agreement, is
annexed to the Corporate Governance Report.
AUDITORS & AUDITORS'' REPORT
Srivastava Kumar & Co., Chartered Accountants, (Firm Registration No.
011204N),Statutory Auditors of the Company will retire at the
conclusion of the ensuing Annual General Meeting and being eligible,
offer themselves for reappointment. The Company has received a
certificate from the Auditors to the effect that their reappointment,
The Board recommends their re-appointment for balance term of 3
years.The Notes to the Accounts referred to in the Auditors'' Report are
self-explanatory and therefore do not call for any further explanation.
INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956
A)CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNING ETC
In absence of any manufacturing activities, no details have been given
as required under Section 217(1) (e) of the Companies Act, 1956 and the
rules framed there under.
Foreign Exchange earnings/outgo: NIL
B) PARTICULARS OF EMPLOYEES
None of the employees of the company are in receipt of remuneration
exceeding the limit as prescribed under Section 217 (2A) of
theCompaniesAc1956.
DIRECTORS''RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 with respect to the Directors'' Responsibility Statement, it
is hereby confirmed:
1. That in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures.
2. That 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 of the company for that period.
3. That 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;
4. That the Directors have prepared the annual accounts for the
financial year ended 31st March, 2014 on a going concern basis.
ACKNOWLEDGEMENTS
Your Directors wish to express their gratitude for the continuous
assistance and support received from the investors, clients, bankers,
regulatory and government authorities, during the year. Your Directors
also wish to place on record their deep sense of appreciation for the
contributions made and committed services rendered by the employees of
the Company at various levels, to the growth & success of the Company.
For and on behalf of the Board of Directors
Dalip Singh Dasila
Managing Director
New Delhi Vishnu Gopal Rajgarhia
May 19, 2014 Director
Mar 31, 2012
To The Members of Wellesley Corporation Limited
(Formerly Known as Usha Housing Development Company Limited)
The Directors have pleasure in presenting the 2131 Annual Report
together with Audited Balance Sheet of the Company as at 31st March,
2012 and the Profit and Loss Account for the year ended on that date
and Auditor's Report thereon.
FINANCIAL HIGHLIGHTS (Figures in Rupees)
Particular Financial
Year ended Financial
Year ended
31.3.2012 31.3.2011
Income 39,63,858 95,00,723
Expenditure 32,24,005 93,60,893
Profit before tax 7,39,853 1,39,830
Provision fortax
(including deferred tax) 3,73,329 37,847
Profit aftertax 3,66,524 101,983
Balance carried
forward to Balance Sheet (9,53,44,221) (9,57,10,745)
DIVIDEND
In view of accumulated losses, the Directors do not recommend any
dividend during the year.
OPERATION AND FUTURE OUTLOOK
The year 2011-12 remained a very busy and happening year for your
company. The company has expanded its business to include in its kitty
trading activities of products such as chocolates, beauty and barter
trade along with the real estate business.
Your company believes that these sectors have immense potential and
entering into the same should help your company to establish and grow
in a speedy manner.
By this diversification of business your company has recorded 259%
increase in its net profit, inspite of the fact that the total turnover
has gone down from Rs 95 lacs to Rs 39 lacs .profit after tax has gone
up from Rs 1.01 lacs to Rs 3.66 lacs.
This year has been a good one, but it's just a beginning for
establishing and increasing its market share vis-a vis from big players
in the industry .The company has to go a long way with unique systems,
procedures and strong business strategies.
Inspite of all this still the Company has accumulated losses of more
than fifty percent of its net worth as at the end of financial year
31st March,2012.
DIRECTORS
Mr. Sanjeev Saxena and Mr Sapan Mohan Garg retire by rotation and being
eligible offer themselves for re-appointment. DEPOSITS
The Company has not invited or accepted any deposits from the public.
PARTICULARS OF EMPLOYEES
None of the employees of the company is in receipt of remuneration
exceeding the limit as prescribed under Section 217 (2A) of the
Companies Act, 1956.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 with respect to the Directors' Responsibility Statement, it
is hereby confirmed:
1. that in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures.
2. that 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 of the company for that period.
3. that 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;
4. that the Directors have prepared the annual accounts for the
financial year ended 31st March, 2012 on a going concern basis.
AUDITORS
Srivastava Kumar & Co., Chartered Accountants, (Firm Registration No.
011204N), Statutory Auditors of the Company hold office up to the
conclusion of the ensuing Annual General Meeting and being eligible
offer themselves for re-appointment. The Company has received
communication from them to the effect that their appointment, if made,
would be within the limits prescribed under Section 224(1 B) of the
Companies Act, 1956. They are proposed to be appointed as Auditors of
the Company for the financial year 2012-13.
AUDITOR REPORT
The Company has accumulated losses of more than fifty percent of its
net worth as at the end of financial year 31st March, 2012. However
the company has not incurred cash losses during the financial year.
CORPORATE GOVERNANCE
The principles of Corporate Governance are followed by the Company. As
required under clause 49 of the Listing Agreement, Corporate Governance
Report along with the necessary certificates and Management Discussion
and Analysis Report are annexed as Annexure I & II and form an integral
part of this Annual Report.
LISTING ARRANGEMENTS
The Company is listed at Bombay and Delhi Stock Exchanges. The Company
has paid listing fee to the Bombay and Delhi Stock Exchanges for the
financial year 2012-13.
DEMATERIALIZATION OF SHARES
As on date the company's shares are in Physical Form. The Company had
made application to the Central Depository Services Limited for
dematerialization of its securities. The application was rejected by
the Depository on the ground that the net worth of the Company has been
eroded by more than 50%.
CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNING ETC
In absence of any manufacturing activities, no details have been given
as required under Section 217(1) (e) of the Companies Act, 1956 and the
rules framed there under. Foreign Exchange earnings / outgo: NIL.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their deep appreciation for the
continued support received from the business associates of the Company.
For and on behalf of the Board of Directors
Wellesley Corporation Limited
Dated: 07.08.2012 Dalip Singh Dasila Deepak Jalan
Place: New Delhi Managing Director Director
Mar 31, 2010
The Directors have pleasure in presenting the Annual Report together
with Audited Balance Sheet of the Company as at 31st March, 2010 and
the Profit and Loss Account for the year ended on that date and
Auditors Report thereon.
FINANCIALS HIGHLIGHTS (Amount in Rupees)
Particular Financial Year Financial Year
ended 31.3.2010 ended 31.3.2009
Income 7,66,864 4,64,040
Expenditure 7,27,715 2,14,2111
Profit before tax 39,149 (16,78,071)
Provision for tax (including
deferred tax) (85,94,754) -
Profit after tax 86,33,903 (16,78,071)
Balance carried forward to
Balance Sheet (9,58,12,728) (10,44,46,631)
DIVIDEND
In orderto conserve funds fortaking up execution of projects and
expansion programme, the Directors do not recommend any dividend during
the year.
OPERATION AND FUTURE OUTLOOK
Usha Housing Development Company Limited is in the business of real
estate development, construction and facility management service. The
Company has not executed any major projects during the year and the
turnover mostly consists of receipts on account of rent and property
maintenance fees. In view of the revival sign in the real estate
market, management of the Company is planning to raise funds through
out of court settlement of its disputed assets and then utilizing the
funds to execute new projects.
The Company has accumulated losses of more than fifty percent of its
net worth as at the end of financial year 31st March, 2010. However the
Company has not incurred cash losses during the financial year.
DIRECTORS
Dr. M. C. Gupta and Mr Amar Singh retire by rotation and being eligible
offers himself for re-appointment.
DEPOSITS
The Company has not invited or accepted any deposits from the public.
PARTICULARS OF EMPLOYEES
None of the employees of the company is in receipt of remuneration
exceeding the limit as prescribed under Section 217
(2A) of the Companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 with respect to the Directors Responsibility Statement, it
is hereby confirmed:
1. that in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures.
2. that 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 or loss of the company for that period.
3. that 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;
4. that the Directors have prepared the annual accounts for the
financial year ended 31st March, 2010 on a going concern basis.
AUDITORS
Srivastava Kumar & Co., Chartered Accountants, Statutory Auditors of
the Company, hold office up to the conclusion to the ensuing Annual
General Meeting. The company has received communication fromthemto the
effect that theirappointment, if made, would be within the limits
prescribed under Section 224(1 B) of the Companies Act, 1956.
The SEBI has issued a Circular directing the Stock Exchanges for
various amendments to the Listing Agreement(s), which inter-alia, make
it incumbent for the Listed Companies to appoint only those auditors
who have subjected themselves to the peer review process of Institute
of Chartered Accountants of India (ICAI) and who hold a valid
certificate issued by the "Peer Review Board" of the said Institute.
The aforesaid auditors have assured us thatthey will soon betaking up
the issue of peer review process of their firm with the Institute to
obtain the requisite Certificate to fall in line with the SEBI
Circular. Your Directors agree with the proposal of the Auditors and
accordingly propose their appointment as Auditors of the Company for
the financial year 2010-11.
AUDITOR REPORT
The observation of the Auditors in their Report to the members on the
Annual Accounts for the period ended on 31.03.2010 have been explained
in Schedule-8 in the notes to accounts attached to the Annual Accounts
which is self-explanatory.
CORPORATE GOVERNANCE
The principles of Corporate Governance are followed by the Company. As
required under clause 49 of the Listing Agreement, Corporate Governance
Report alongwith the necessary certificates and Management Discussion
and Analysis Report are annexed as Annexure I & II and form an integral
part of this Annual Report.
LISTING ARRANGEMENTS
The Company is listed at Bombay and Delhi Stock Exchanges. The Delhi
Stock Exchange Limited has already revoked the suspension of the
securities of the Company w.e.f. 12.10.2009. The Company has paid
listing fee to the Delhi Stock Exchange up to March, 2010.The Company
has also approached the Bombay Stock Exchange Limited for revocation of
suspension in the trading of securities of the Company and submitted
the papers/documents pertaining to earlier non- compliances to the
Exchange.
The case of the Company for revocation of suspension of its securities
is underactive consideration of the Bombay Stock Exchange Limited and
that the Company will pay the listing fee alongwith the arrears soon on
receipt of the in-principle approval of the Exchange..
DEMATERIALIZATION OF SHARES
As on date the companys shares are in Physical Form. As the Delhi
Stock Exchange Limited has revoked the suspension of the securities of
the Company and also submitted the papers/documents pertaining to the
earlier compliances to the Bombay Stock Exchange Limited for revocation
of the suspension of the securities, the Company has also initiated
active steps for dematerialization its securities and is in the process
of making requisite applications to the Depositories forthe same.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING ETC
In absence of any manufacturing activities, no details have been given
as required under Section 217(1) (e) of the Companies Act, 1956 and the
rules framed there under.
Foreign Exchange earnings / outgo: NIL.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their deep appreciation for the
continued support received from the business associates of the Company.
For and on behalf of the Board of Directors
For Usha Housing Development Company Limited
Dated : 29.04.2010 Dr. M. C. Gupta Deepak Jalan
Place : New Delhi Director Director
Mar 31, 2009
The Directors have pleasure in presenting the Annual Report together
with Audited Balance Sheet of the Company as at 31st March, 2009 and
the Profit and Loss Account for the year ended on that date and
Auditors Report thereon.
FINANCIAL HIGHLIGHTS
Particulars Financial Year Financial Year
ended 31.3.2009 ended 31.3.2008
Income 4,64,040 2,41,940
Expenditure 21,03,698 2,07,889
Profit before tax (16,78,071) (66,307)
Fringes benefit tax &
provision for current tax 0 0
Profit after tax (16,78,071) (66,307)
Balance carried forward to
Balance Sheet (10,44,46,631) (10,27,68,560)
DIVIDEND
In view of the accumulated losses incurred by the Company, the
Directors do not recommend any dividend during the year.
OPERATION AND FUTURE OUTLOOK
Usha Housing Development Company Limited is in the business of real
state development, construction and facility management service. In
view of market recession, company has not executed any projects during
the year and accordingly there is no turnover except receipts on
account of rent and property maintenance Fees.
The company has accumulated losses of more than fifty percent of its
net worth as at the financial year 31st March, 2009 and the company has
incurred cash losses during such financial year and also in the
financial year immediately preceding financial year.
In spite of the pending legal cases, suspension of listing from Bombay
Stock Exchange and Delhi Stock Exchange, Management of the company is
of the opinion that company is a going concern as the management is
trying its best to recover of the pending dues and is taking suitable
steps for revival of the company.
DIRECTORS
Mr. Deepak Jalan retires by rotation and being eligible offers himself
for re-appointment. Shri Sapan Mohan Garg, Shri Sanjeev Saxena and
Shri Manoj Gupta have joined the Board from 29.07.2009. All these
additional directors hold office upto the date of forthcoming Annual
General Meeting of the Company. We have received notices from them
under section 257 of the Companies Act, 1956, proposing their
candidature for appointment as directors of the Company.
DEPOSITS
The Company has not invited or accepted any deposits from the public.
PARTICULARS OF EMPLOYEES
None of the employees of the company is in receipt of remuneration
exceeding the limit as prescribed under Section 217 (2A) of the
Companies Act, 1956.
DIRECTORS RESPONSD3ILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 with respect to the Directors Responsibility Statement, it
is hereby confirmed:
l.that in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures.
2.that 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 or
loss of the company for that period.
3.that 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;
4. that the Directors have prepared the annual accounts for the
financial year ended 31st March, 2009 on a going concern basis.
AUDITORS
Srivastava Kumar & Co., Chartered Accountants, Statutory Auditors of
the Company, hold office up to the conclusion to the ensuing Annual
General Meeting. The company has received communication from them to
the effect that their appointment, if made, would be within the limits
prescribed under Section 224(1B) of the Companies Act, 1956. They are
proposed to be appointed as Auditors of the Company for the financial
year 2009-10.
AUDITOR REPORT
The observations of the Auditors in their report to the members on the
Annual Accounts for the period ended on 31.03.2009 have been explained
in Schedule-6 in the notes to accounts attached to the Annual Accounts,
which are self explanatory.
CORPORATE GOVERNANCE
The principles of Corporate Governance are followed by the company. As
required under clause 49 of the Listing Agreement, Management
Discussion and Analysis Report, Corporate Governance Report and the
Auditors Certificate regarding the same is annexed forms an integral
part of this Annual Report.
DEMATERIALIZATION OF SHARES
As on date the companys shares are in Physical Form. The Company
having approached the Delhi Stock Exchange Limited under the Amnesty
scheme is taking active steps for dematerializing its securities and is
proposing to apply to the Depositories for the same.
LISTING ARRANGEMENTS
The companys shares are listed with the Bombay Stock Exchange Limited
and Delhi Stock Exchange Limited. The securities of the Company are
under suspension and are not traded at the Stock Exchanges. The.
Company has applied to the Delhi Stock Exchange Limited under the
"Amnesty Scheme to listed Companies" and submitted the requisite
papers/documents alongwith the dues of listing fee. We are hopeful of
revocation of the suspension of the securities of the Company by the
Exchange and are awaiting approval of the exchange.
We are also taking active steps for approaching the Bombay Stock
Exchange Limited and are in the process of getting the suspension of
the securities revoked by the Exchange also. We will settle the dues
and make compliance with the Listing Agreement of the Bombay Stock
Exchange Limited.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING ETC
In absence of any manufacturing activities, no details have been given
as required under Section 217(1) (e) of the Companies Act, 1956 and the
rules framed there under.
Foreign Exchange earnings / outgo: NIL.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their deep appreciation for the
continued support received from the business associates of the Company.
For and on behalf of the Board of Directors
For Usha Housing Development Company Limited
Dr. Mam Chand Gupta Deepak jalan
Director Direeror
Dated: 29.07.2009
Place: New Delhi
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