U P Hotels Ltd
Directors Reports
Dear Members,
Your Directors are pleased to present the 62nd Annual Report of the Company
for the financial year ended March 31, 2023
Financials
|
Current Year |
Current Year |
|
2022-23 |
2021-22 |
Revenue from Operations |
13082.02 |
7195.13 |
Other Income |
367.85 |
272.85 |
Expenditure |
10267.86 |
6578.68 |
Depreciation |
743.00 |
637.53 |
Profit before tax |
3182.01 |
889.30 |
Tax expense |
216.75 |
216.75 |
Profit after tax |
2336.45 |
672.55 |
Other Comprehensive Income |
18.41 |
(24.94) |
Total Comprehensive Income |
2354.86 |
647.61 |
Profits available for Appropriation |
8162.93 |
5826.48 |
Transfer to General Reserve |
- |
- |
Earning Per Equity Share (Basic) |
43.27 |
12.45 |
Earning Per Equity Share (Diluted) |
43.27 |
12.45 |
Operations & State of Company's Affairs
Revenue from operations (net) has increased by Rs.5886.89 lakh (81.82%) from Rs.7195.13
lakh (previous year) to Rs.13082.02 lakh in current year. The profit before tax was
Rs.3182.01 lakh in the current year against profit before The profit after tax for the
year (before other comprehensive income) was Rs.2336.45 lakh in the current year against
profit of Rs. 672.55 lakh in the previous year. The Total Comprehensive Income was
Rs.2354.86 lakh in the current year against income of Rs.647.61 lakh in the previous year.
The details on operations & state of affairs of the Company have been given in the
report under ‘Management Discussion & Analysis'.
Dividend
No dividend has been recommended by the Board for the financial year ended 31st March,
2023.
Transfer to General Reserves
During the financial year, the Company has not transferred any amount out of the
profits of the Company to the General Reserves.
Directors and Key Managerial Personnel
Mr. Apurv Kumar and Mr. Rupak Gupta are the Joint Managing Directors and Chief
Financial Officers of the company during the year under review. Mr. Prakash Chandra Prusty
is Company Secretary of the Company. Mr. Apurv Kumar, Mr. Rupak Gupta and Mr. Prakash
Chandra Prusty are the Key Managerial Personnel of the Company.
Mrs. Supriya Gupta will retire by rotation at the ensuing Annual General Meeting, being
eligible, offers herself for re-appointment at the ensuing Annual General Meeting. The
Board has recommended for revision in remuneration of Mr. Apurv Kumar and Mr. Rupak Gupta
both
Joint Managing DirectorsandChiefFinancialOfficers com ofthe pany at the ensuing Annual
General Meeting.
Mr. Bisheshwar Prasad Singh and Mr. Shankar Aggarwal were the Independent Directors of
the Company during the financial year 2022-23. The Company has reappointed Mr. Shankar
Aggarwal as an Independent Director for a period of five consecutive years with effect
from October 1, 2022. The company has received necessary declarations form the Independent
Directors under section 149(7) of the Companies
Act, 2013 that they meet the criteria of independence as laid down under Section 149(6)
of the Companies Act, 2013 and Regulation 16(b) of Listing Regulations, 2015 and
compliance with the Code for Independent Directors prescribed in Schedule IV to the Act.
In terms of
Regulations 25(8) of the SEBI Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgment and without any external influence.One
separate meeting of the Independent Directors pursuant to Section 149(8) and Schedule IV
of the Companies Act, 2013 was held during the year.
The Company has put in place an induction and familiarization program for all its
Directors including the Independent Directors. The familiarization program for Independent
Directors in terms of provisions of Regulation 46(2)(i) of Listing Regulations, is
uploaded on the website of the Company at www.hotelclarks.com.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their
knowledge and ability, state that: a. in the preparation of the annual accounts for the
financial year ended 31st March, 2023, the applicable accounting standards have been
followed and there were no material departures; b. they have selected such accounting
policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
company at the end of the financial year and of the profit and loss of the company for
that period; c. they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities; d. they have prepared the annual accounts on a going concern basis; and e.
they have laid down internal financial controls for the company, which are adequate f.
they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
Internal Financial Controls
As per Section 134(5)(e) of the Companies Act, 2013, Internal Financial Control (IFC)
means the policies and procedures adopted by the company for ensuring the orderly and
efficient conduct of its business, including adherence to company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely reparation of reliable
financial information. The Company has a systematic process and well-defined roles and
responsibilities for people at different hierarchical levels. The Internal
Financial Control (IFC) system of company comprises due compliances of company's
policies and Standard Operating Procedures (SOPs) and internal audit checks. The Audit
Committee discusses with the members of the management, considers the systems as laid
down, meets with internal auditors & statutory auditors to ascertain their views and
also takes note of the Internal Audit Reports at appropriate intervals and issue advises
to the management, auditors for better control, timely compliances, etc.
Statutory Audit
The shareholders of the company in their 61st Annual General Meeting held on 26th
September 2022, re-appointed statutory auditors of the
Company, M/s Satinder Goyal & Co., Chartered Accountants, (Firm Registration
No.027334N) for a second term of five consecutive years, from the conclusion of the 61st
Annual General Meeting held in the year 2022 till the conclusion of the 66th Annual
General Meeting to be held in the year 2027. M/s Satinder Goyal & Co., Chartered
Accountants, have confirmed that they are not disqualified from continuing as the auditors
of the Company.
The Auditors have submitted their Report on the financial statements of the Company for
the year ended 31st March, 2023. The Auditors' qualifications on non-compliances on
various provisions of the Companies Act, 2013, Listing Regulations and other laws
applicable to the Company are given in Auditors' Report. The clarifications of the Board
on the said qualifications are in the Annexure 1 attached to this Report.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company
had appointed Mr. Deepak Bansal of Deepak Bansal & Associates, Practicing Company
Secretaries to undertake the Secretarial Audit of the Company for the year ended 31st
March, 2023. The Secretarial Audit Report is annexed as Annexure 2. The Secretarial
Audit Report contains observations/qualifications on non-compliances under the provisions
of the Companies Act, 2013 and Listing Regulations. The Board has submitted its replies on
the observations/qualifications in the Annexure-1 attached to this Report.
Secretarial Standards
The Company complies with all applicable mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India.
Particulars of Loans, Guarantees and Investments
During the financial year under review, the company has not granted any loans and
advances to related parties. The investments made by the company are given in the Note No.
8 to the Financial Statements.
Financial Performance/Financial Position of Subsidiaries / Associate Companies / Joint
Ventures
There is no Subsidiary Companies/Associate Companies/Joint venture associated with the
Company.
Change in the Nature of Business:
No changes occurred in the nature of business during the financial year under review.
Board Evaluation
The Board of Directors has carried out an annual evaluation of its own performance,
board committees, and individual directors pursuant to the provisions of the Companies Act
and SEBI Listing Regulations. The Board evaluated its own performance and that of its
Committees and individual directors based on assessment of a structured questionnaire
(covering various aspects of the Board's functioning, board culture, effective
participation, contribution to the Board proceedings, etc.) furnished by each director /
member-director of various committees in respect of their self assessment as well as the
assessment of the Board/Committees followed by the discussions with the directors/ members
of the Committees. The entire Board, excluding the Director being evaluated, evaluated the
performance of each Independent Director. The process of review of Non-Independent
Directors, Chairman and the Board as a whole and also its Committees were undertaken in a
separate meeting of Independent Directors. The Independent Directors' meeting also
assessed the quality, quantity and timeliness of information required for the Board to
perform its duties properly.
Policy on Directors' Appointment and Policy on Remuneration
Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Policy
on appointment of Board members including criteria for determining qualifications,
positive attributes, independence of a Director and the policy on remuneration of
Directors, Key Managerial
Personnel and other employees is given in Annexure 3 and also uploaded in the
website of the Company at www.hotelclarks.com and its web-link is
https://www.hotelclarks.com/investor-relations/investor-relations.html
Material changes and Commitments affecting the financial position of the company
There were no material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the financial year of the
company to which the financialtatements relate and the date of the report. s
Conservation of Energy, Technology Absorption and Foreign Earnings and Outgo
Your company monitors the systems and methods devised in the context of energy
conservation on an ongoing basis. The details, as per section 134(3)(m) of the Companies
Act, 2013 and Rule 8 of Companies (Accounts) Rules, 2014,have been specified inAnnexure
4. Whistle Blower Policy/Vigil Mechanism
In line with the provisions of Section 177(9) of the Act and Regulation 22 of the SEBI
Listing Regulations, your company has adopted a policy on Vigil Mechanism / Whistle Blower
Policy which provides the Directors and employees of the company to report actual or
suspected fraud or violation of your Company's Code of Conduct. The policy provides for
adequate safeguards against victimization of directors and employees availing this
mechanism and also provides them access to the Chairman of Audit Committee of the Company.
The Whistle Blower
Policy/Vigil Mechanism is available at company's website at www.hotelclarks.com and its
web-link is https://www.hotelclarks.com/investor-relations/investor-relations.html
Meetings of the Board
Four meetings of the Board were held during the year under review. For further details,
please refer to Corporate Governance Report being part of this report.
Audit Committee
The Audit Committee of the Company during the period under review comprised of Justice
Mr. B. P. Singh (Retd.) – Chairman, Mr. Arvind Kumar and Mr. Shankar Aggarwal as
members. The details role & responsibilities, number of meeting, etc. of the Audit
Committee are provided in the Report on Corporate Governance being part of this report.
Nomination & Remuneration Committee, Stakeholders' Relationship Committee
The details on composition, meetings, etc. of Nomination & Remuneration Committee
and Stakeholders' Relationship Committee have been given in Corporate Governance Report,
being part of this report.
Corporate Social Responsibility
The details on the composition, role & responsibilities of the Corporate Social
Responsibility (CSR) Committee are provided in the Report on Corporate Governance being
part of this report. The brief outline of the CSR Policy of your Company and the
initiatives undertaken by your Company on CSR activities during the year are set out in
the Annual Report on CSR activities marked as Annexure 5 of this report. The
details on CSR Funds, activities and expenditure are given in Annexure 5. The CSR
policy is available on the website of the Company www.hotelclarks.com.
Particulars of Employees and Related Disclosures
The table containing the names and other Particulars of employees of the Company in
accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014 is appended as Annexure 6 of the Board's report.
The Company did not employ any such person whose particulars are required to be given
under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014, as amended from time to time.
Risk Management
Risk is an integral and unavoidable component of business and your company is committed
to managing the risk in a proactive and effective manner. In today's challenging and
competitive environment, strategies for mitigating inherent risks in accomplishing the
growth plans of the
Company are imperative. The common risks inter alia are: Regulations, competition,
business risk, technology obsolescence, investments, retention of talent and expansion of
facilities. Business risk, inter-alia, further includes financial risk, political risk,
legal risk.
The company has formulated a Policy on Risk Management for identification, evaluation,
monitoring and the Company. The Audit Committee andtoensure businessgrowthwithfinancial
discusses on these matters and issue necessary guidance.
Contracts and Arrangements with Related Parties
The related party transactions have been mentioned at the Notes No. 31 and 41(c) of the
Notes on Financial Statements. Some of the
Related Party Transactions ("RPT") entered into by the company during the
previous years and which are continuing in the current financial year could not be
approved by the Audit Committee and Board of Directors, being part of a legal matter
pending before the Hon'ble National
Company Law Tribunal (NCLT) for adjudication. The Board of directors in its meeting on
20.08.2017 decided to defer the matter of RPTs till the final decision of the NCLT. Hence,
the disclosures of particulars of contracts/arrangements entered into by the company with
related parties & being part of the pending legal case have not been disclosed in the
Form prescribed under the Act. No new related party transaction has been entered into by
the company during the period under review.
Annual Return
The annual return in form MGT-7 as per Sec-92(3) and Rule-11(1) of the Companies
(Management and Administration) Rules, 2014 of the
Company is placed on the website of the company and is available at the web-link
https://www.hotelclarks.com/investor-relations/investor-relations.html
Management Discussion & Analysis and Corporate Governance
The Reports on the Management Discussion & Analysis and Corporate Governance as
required under Listing Regulations form an integral part of this report and are set out in
Annexure 7 and 8 respectively to this Annual Report. A certificate from the Company
Secretary in Practice, certifying compliance of conditions of Corporate Governance as
stipulated in the Listing
Regulations, is annexed with the report on Corporate Governance.
The Company has received a certificate from a Company Secretary in Practice certifying
to the Board that none of the directors on the Board of Directors of the Company have been
debarred or disqualified from being appointed or continuing as directors of companies by
SEBI/
Ministry of Corporate Affairs or any other statutory authority as required.
Prevention of Sexual Harassment
The Company has adopted a policy on prevention of sexual harassment under the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Internal
Committee have been constituted in accordance with the provisions of the said Act to
redress complaints. During the year, no case of sexual harassment was reported by any
female.
Other Disclosures i. There was no change in Authorised Share Capital of the company
during the year under review. ii. The Company has not accepted any deposits during the
Financial Year under review. iii. The Company has not bought back any of its securities
during the year under review. iv. The Company has not issued any Sweat Equity Shares
during the year under review. v. No Bonus Shares were issued during the year under review.
vi. The Company has not provided any Stock Option Scheme to the employees during the year
under review. vii. The company did not issue equity shares with differential rights as to
dividend, voting or otherwise. viii. The Auditors have not reported any fraud during the
year under review; ix. As the company has no holding or subsidiary company, the
information relating to receiving remuneration or commission from holding company or
subsidiary company by the Jt. Managing Directors has not arisen. x. No significant and
material orders were passed by the regulators during the period under review. xi. The
Company has paid Annual Listing fee to BSE Limited for the Financial Year 2023-24. xii.
The due date for transfer of unclaimed/unpaid dividends for the financial year 2013-14,
2014-15 and 2015-16 to IEPF is 4th
November, 2023, 22nd May 2024 and 5th June 2024 respectively. Members are requested to
claim their Dividends, which remain unclaimed before the due dates.
Acknowledgement
The Board expresses its sincere appreciation to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your company during the year under review. Your Directors also acknowledge gratefully the
shareholders for their support and confidence reposed on your Company.
For and on behalf of Board |
|
|
of U. P. Hotels Limited |
|
|
Bisheshwar Prasad Singh |
Apurv Kumar |
Rupak Gupta |
(Non-Executive Chairman- |
(Jt. Managing Director & |
(Jt. Managing Director & |
Independent Director) |
CFO) |
CFO) |
DIN: 06949954 |
DIN: 00043538 |
DIN: 00007310 |
ADD: ADD: A-7, |
ADD: 28 Shree Vihar |
ADD: 35-A, Friends |
Neeti Bagh |
Colony, Near Hotel |
Colony, (East) |
New Delhi-110049 |
Clarks Amer, J L Nehru |
New Delhi- 110065 |
|
Marg, Jaipur- 302018 |
|
Date: 11.08.2023 |
|
|
Place: New Delhi |
|
|
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