Dear Members,
Your directors take pleasure in presenting the 19th Annual
Report and Audited Financial Statements of your Company for the Financial Year ended on 31st
March 2026.
BUSINESS OVERVIEW AND FUTURE OUTLOOK
The business of hotel industry remains positive due to increasing
tourism, urbanization, rising middle-class spending, and government focus on
infrastructure and hospitality development. In India, the industry is expected to witness
sustained growth driven by domestic travel demand, religious tourism, business expansion,
and international events. The outlook for the Indian hotel industry during FY 2026 27
remains strongly positive, supported by rising domestic tourism, business travel,
weddings, MICE events (Meetings, Incentives, Conferences & Exhibitions), and improving
infrastructure. Industry reports indicate continued revenue growth, healthy occupancy, and
strong pricing power for hotels across major cities and emerging destinations.
India's hospitality sector is becoming increasingly domestic-demand driven. Leisure
travel, religious tourism, weekend tourism, and experiential travel are contributing
significantly to occupancy growth. Industry reports suggest hotel demand growth is likely
to remain higher than room supply additions over the next few years, helping hotels
maintain higher occupancy and room tariffs.
FINANCIAL SUMMARY
Particulars |
Standalone |
Consolidated |
|
2025-26 |
2024-25 |
2025-26 |
2024-25 |
Total Income (including other income) |
5.79 |
5.64 |
444.95 |
420.51 |
Finance Cost |
2.65 |
3.29 |
53.58 |
68.07 |
Depreciation and amortization expense |
6.30 |
6.70 |
42.69 |
40.83 |
Profit/(Loss) Before Tax |
-10.04 |
-35.89 |
84.55 |
44.59 |
Provision for Taxation |
|
|
|
|
Current Tax |
- |
- |
- |
- |
MAT Credit Entitlement |
- |
- |
- |
- |
Earlier year Tax |
- |
- |
- |
0.37 |
Deferred Tax Charge (Credit) |
-1.49 |
0.38 |
19.57 |
4.42 |
Profit/(Loss) After Tax |
-8.55 |
-36.28 |
64.98 |
39.80 |
Other Comprehensive Income/(Loss) |
0 |
- |
-.0.40 |
-0.22 |
Total Comprehensive Income/(Loss) |
-8.55 |
-36.28 |
64.57 |
39.58 |
OPERATIONS AND STATE OF COMPANY AFFAIRS
Subsequent to the approval of resolution plan, the Company filed
applications with BSE Limited and National Stock Exchange of India Limited (Stock
Exchanges) for revocation of suspension of trading of shares of the Company and
successfully got the approval from both Stock Exchanges i.e. NSE and BSE vide their letter
dated 25th March 2026. Further, the trading of shares has been restarted on
both the Stock Exchanges with effect from 2nd April 2026. However, the
operations of the Company are still not started. The total income of the Company for the
financial year under review was INR 5.79 Crores as against
INR 5.64 Crores for the previous financial year ended on 31st
March 2025. The Company has registered Profit Before Tax of INR [-10.04] Crores as against
INR [-35.89] Crores during previous Financial Year. Further, the Company has registered
Comprehensive Income/(loss) after tax of INR [-8.55] Crores as against INR [-36.28] Crores
during previous Financial YearDIVIDEND
No dividend is recommended for the year under review.
CONSOLIDATED FINANCIAL STATEMENTS
As required under regulation 33 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Audited
Consolidated Financial Statements together with the Auditors' Report thereon are
annexed and form part of this Annual Report. Your Company has prepared Consolidated
Financial Statements in accordance with the applicable Accounting Standards. The
Consolidated Financial Statements reflect the results of the Company and that of its
Subsidiary Company. Pursuant to Section129(3) of the Companies Act, 2013 read with Rule 5
of the Companies (Accounts) Rules,2014, the statement containing salient features of the
financial statements of the Company's Subsidiary are prepared in form AOC-1, which is
annexed as Annexure1 herewith and forms a part of this report.
SUBSIDIARY / JOINT VENTURE AND ASSOCIATE COMPANIES
As on date, your Company has one Subsidiary Company i.e., Aria Hotels
and Consultancy Services Private Limited (ARIA). ARIA is the owner of 523 rooms 5-Star
deluxe hotel under the brand J.W. Marriott at New Delhi Aerocity, Hospitality District,
Near IGI Airport, New Delhi. The year under review has been marked by the excellent
performance and business growth achieved by ARIA. Hotel J.W. Marriott has received the
following honours:
JW Marriott New Delhi Aerocity won "Best Luxury Hotel" at
India's Best Awards 2025 by Travel & Leisure, "Mosaic Impact Award" under
the Luxury Segment at the Rubicon South Asia Finance & Purchase Conference 2025 by
Marriott International, recognized as "one of India's Top 50 Stunning Wedding
Venues" by WedMeGood, recognized in the "Top 20 Luxury Hotels & Resorts for
Weddings" at Hospitality Horizon Weddings Summit & Awards 2025,
ADRIFT Kaya won "Best Specialty Cuisine Japanese" at Travel +
Leisure India & South Asia Delicious Dining Awards 2025, "2 stars" at the
Hospitality Horizon Epicurian Restaurant Ratings 2025 - Delhi NCR,
Delhi Baking Company was recognized amongst the Top 10 Bakeries,
Patisserie & Chocolate Summit & Awards 2025 for Luxury Hotels
Spa by JW has been awarded the Global Spa Award 2024 in the year 2025
for Most Luxurious Spa Treatment
General Manager, Sharad Datta won North Zone Winner General Manager
(Luxury) of the Year 2024 25 at the 9th edition of BW HOTELIER Indian Hospitality Summit
& Awards (IHA) 2025, General Manager of the Year Luxury Hotels (North) at the Hotelier
India Awards 2025. ARIA is a material subsidiary of the Company. The Board of Directors of
the Company has approved a Policy for determining material subsidiaries which is in line
with the Listing Regulations as amended from time to time. The Policy is available on the
Company's website at www.asianhotelswest.com/Policies.
The Company has no associate or joint venture company during the
financial year and as on 31st March 2026.
CAPITAL STRUCTURE
During the year under review, there was no change in the authorised
share capital of your Company. The authorised share capital of the Company is INR 40
Crore. The paid-up equity share capital as of March 31, 2026, was INR 11,65,12,100. The
paid-up preference share capital as of 31st March, 2026, was INR 6,50,00,000.
During the year under review, the Company has not issued shares or convertible securities
or shares with differential voting rights nor has granted any stock options or sweat
equity or warrants. As on March 31, 2026, none of the Directors of the Company had
instruments convertible into Equity Shares of the Company.
INVESTMENT MADE DURING THE YEAR
During the period under review Company has not made any Investment.
DEBT
Total borrowing (current) was INR 390 Crores as on 31st
March 2026.
The above borrowings are within the powers of the Board of Directors of
the Company and approved by the shareholders of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31st March 2026, the Company has 6 (six) directors of
which 2 (two) are executive directors and 4 (four) are non-executive directors. The
Company has 3 (three) independent directors (including one-woman independent director).
During the period under review Mr. Shekhar Gulzarilal Gupta and Mr.
Ravinder Singhania, Independent Non-Executive Directors had resigned from Board w.e.f 2nd
June 2025 and 27th August 2025 respectively due to their personal reasons.
Mr. Rohit Rajpal has joined w.e.f. 23rd September, 2025 as
Non-Executive Independent Director.
In accordance with the requirement of the Companies Act, 2013 and
pursuant to the Articles of Association of the Company, Mr. Sandeep Gupta, Non - Executive
Director is liable to retire by rotation at the forthcoming Annual General Meeting (AGM)
and being eligible, offer himself for re-appointment. The Board of Directors recommends
his re-appointment.
The Company has received necessary declaration from each Independent
Director of the Company under Section 149 (7) and 149 (8) of the Companies Act, 2013 and
Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015.
Further, Mr. Sudhir Chamanlal Gupta had resigned from the Board w.e.f.
4th November 2025.
As on 31st March 2026, following were the directors and KMPs
of the Company:
1. Mr. Sandeep Gupta Director (Non-executive)
2. Mr. Rakesh Kumar Aggarwal Director (Executive)
3. Mr. Amit Saraf Whole Time Director (Executive)
4. Mr. Rohit Rajpal - Director (Non-executive Independent)
5. Mr. Saumen Chatterjee Director (Non-executive Independent)
6. Ms. Mekhala Sengupta- Director (Non-executive Independent)
7. Mr. Harish Kumar Gautam Chief Financial Officer
8. Ms. Nidhi Khandelwal- Company Secretary & Compliance
Office
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
DISCLOSURES PERTAINING TO REMUNERATION AND OTHER DETAILS AS REQUIRED
UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANGERIAL PERSONNEL) RULES, 2014.
During the period under review, the remuneration of the Executive
Directors, Company Secretary and Chief Financial Officer of the Company were not in excess
of threshold limit provided under Rule 5(2) and (3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. Therefore, disclosure under the said
Rule 5(2) & (3) is not applicable during the period under review,
As recommended by Nomination and Remuneration Committee and approved by
Board of the Company, Mr. Amat Saraf and Mr. Rakesh Kumar Aggarwal, the Executive
Directors of Company get a monthly remuneration of Rs. 2,00,000/-.
Further, Mr. Harish Kumar Gautam, the Chief Financial Officer and Ms.
Nidhi Khandelwal, Company Secretary & Compliance Officer of the company get monthly
remuneration of Rs. 2,52,000/- and Rs. 1,96,000/- respectively.
The Board affirms that the remuneration approved by the Board as
mentioned above is as per the Remuneration Policy of the Company.
In alignment with the principles of diversity, equity and inclusion,
the Company discloses below the gender-wise composition of its workforce as on 31st
March, 2026:
Male Employees: 1
Female Employees: 1
Transgender Employees: None
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis as required under regulation
34(2)(e) of the Listing Regulations of the Listing Regulations is annexed as Annexure 2
herewith and forms a part of this report.
CORPORATE GOVERNANCE
As required by regulation 34 of the Listing Regulations, a Report on
Corporate Governance for the Financial Year 2025-26, along with Practicing Company
Secretary Certificate on Corporate Governance is annexed as Annexure 3 herewith and forms
a part of this report.
COMPLIANCE UNDER COMPANIES ACT, 2013
Pursuant to Section 134 of the Companies Act, 2013, the annual return
of the Company referred to in Section 92 of the Companies Act, 2013 is available under the
Company's website - http://asianhotelswest.com/.
The details of compliances of the Company as per section 134 of the
Companies Act, 2013 are enumerated below:
Board Meetings
During the year under review, eight (8) Board meetings were held. The
maximum time gap between any two consecutive meetings did not exceed one hundred and
twenty days. Details of Board meetings held:
Date of Board Meeting |
No. of Directors Present |
105th Board meeting dated 17
April 2025 |
07 |
106th Board meeting dated 30
May 2025 |
07 |
107th Board meeting dated 2
July 2025 |
06 |
108th Board Meeting dated 23
September 2025 |
05 |
109th Board Meeting dated 23
September 2025 |
05 |
110th Board Meeting dated 23
September 2025 |
06 |
111th Board Meeting dated 12
November 2025 |
06 |
112th Board Meeting dated 13
February 2026 |
06 |
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors
confirm that: a) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the financial year and of the
profit and loss of the Company for that period; c) The directors had taken proper and
sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities; d) The directors had prepared the annual
accounts on a going concern basis; e) The directors, had laid down internal financial
controls to be followed by the Company and that such internal financial controls are
adequate and were operating effectively; and f) The directors had devised proper systems
to ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Auditors & Auditors' Report
M/s J.C. Bhalla & Co., Chartered Accountants (FRN: 001111N), were
appointed in compliance with provisions of the Companies Act, 2013 read with the rules
made thereunder in the 17th AGM of the Company for period of 5 years upto
conclusion of 22nd AGM of the Company. The Report of the Statutory Auditor
along with Annexures forms part of this Annual Report. In respect of the year under
review, the Auditors have not reported any matter under Section 143(12) of the Companies
Act, 2013.Therefore, no detail is required to be disclosed under Section 134(3) (ca) of
the Companies Act, 2013.
Reply of the Management to the Comments/ Observations of the Statutory
Auditors' Report:
The Statutory Auditors have provided an Adverse Opinion in their
Statutory Auditors Report. The same is reproduced below along with the management reply as
required under clause (f) of sub-section (3) of Section 134 of the Companies Act, 2O13:
Clause |
Statutory Auditors' Remark |
Management's Reply |
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Basis for Adverse Opinion |
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1. We draw attention to Note 43 to the
standalone financial statements: a. As per clause (v) of Schedule 2 to the Framework
Agreement, Saraf Group shall have the option to buy the Hyatt Regency, Mumbai (the
principal asset of the Company) from the Company any time after the successful withdrawal
of CIRP and revocation of the Trading suspension. Moreover, in case of exercise of such
option by Saraf Group, neither the Company nor Saraf Group shall be liable to pay any
other amount to each other. Though the Company is not a party to the said Framework
Agreement, the subsequent actions of the Board of Directors of the Company, in seeking and
obtaining the approval of the shareholders of the Company to secure the amounts received
from Saraf Group to create charge/lien over Hyatt Regency, Mumbai indicates that the Board
of Directors of the Company have taken cognizance of the Framework Agreement. We also note
that in the audited financial statements of Novak Hotels Private Limited, the party who
has been identified by Saraf Group as the person who has funded the said amount of Rs.
39,000 lakhs has stated these amounts as advances for acquiring Hyatt Regency, Mumbai. In
this regard, the following matters are noted and hereby reported: i Considering the
provisions of the Framework Agreement providing an option to Saraf Group to acquire Hyatt
Regency, Mumbai and manner of presentation of such amounts by the Group Company of Saraf
Group, we are unable to state if the classification of amounts received is in the |
1.Novak Hotels Private Limited
("Saraf Group" or "lender") had advanced an amount of Rs. 37,100 lakhs
till March 31, 2024 and further Rs.1,900 Lakhs during the year thus aggregating to
Rs.39,000 Lakhs to the Company which was utilized for making all payments to creditors,
all other regulatory and necessitated expenses. The amount was received in terms of a
framework agreement between the promoters of the Company and Saraf Group entered into as
part of the insolvency resolution process of the Company. Whilst the Company is not a
party to the framework agreement, the Company has been informed by its promoters, who are
also on the Board of Directors of the Company, that the amount was in the nature of a loan
and has accordingly been disclosed as "Borrowings" in note 22 to the standalone
financial statements. The Company had recognized an interest expense of Rs. 2,200 lakhs as
on March 31, 2024. Further, the Company has recognized an interest expense of Rs. 198
lakhs being 9% p.a. on Rs.2,200 lakhs during the financial year 2024-25 and Rs. 198 lakhs
during the F.Y. 2025-26. |
|
nature of a borrowing or an advance for
sale of assets and the presentation of such amounts as non-current. |
|
|
ii Section 180(1)(a) of the Act restricts
the power of the Board of Directors from sale, lease or otherwise dispose of the whole or
substantially the whole of the undertaking of the company without the prior approval of
the members of the Company. In the instant case, the approval of the members of the
Company was obtained only for creating security on the assets and the information
regarding the exercise of option granted to Saraf Group was not informed to the members. |
|
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iii Though the members of the Company
approved creation of a charge / security on Hyatt Regency, Mumbai, the Company is yet to
file the necessary forms with the Ministry of Corporate Affairs and therefore is not in
compliance with the requirements of the Act. |
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|
iv If the intention is to sell Hyatt
Regency, Mumbai in return of the fund infusion by Saraf Group, these financial statements
should have been prepared considering the requirement of Ind AS 105 "Non- current
assets held for sale and discontinued operations. Also refer our reporting on Going
Concern assumption in paragraph 2 below. |
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b. The Company has not recognized
interest expense of Rs. 7,845.07 lakhs and certain expenses of Rs. 1,598.39 lakhs towards
reimbursement, as claimed by Saraf Group. In the absence of agreed terms and conditions in
respect of the amounts received, we are unable to comment on the amount of interest that
should have been accrued by the Company in these standalone financial statements.
Notwithstanding the above, if the amounts received are in the nature of borrowings as
considered by the Company, as per section 186(7) of the Companies Act, 2013, such
borrowings shall have a minimum interest rate that is not lower than the prevailing yield
of one year, three year, five year or ten year government security closest to the tenor of
the loan. However, even considering the minimum rate of interest as stipulated
in Section 186(7) of the Act, such interest amount that has not been
recognised in these standalone financial statements is expected to be
material and will represent a substantial proportion of the standalone financial
statements. |
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c. Further, there is an unreconciled
balance of Rs. 242.64 lakhs in the amounts stated as borrowings in note 20 to the
standalone financial statements for the year ended March 31, 2026, the recorded balance in
the standalone financial statements being lower |
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2.The Company has prepared these
standalone financial statements on a going concern basis considering the approved
settlement proposal under Section 12A of IBC 2016 and the steps being taken by the Company
to meet its regulatory requirements and reporting obligations. However, the Company's
current liabilities exceed the current assets by Rs. 42,432.87 lakhs as at March 31, 2026.
Considering the above and in the absence of sufficient appropriate audit evidence to
support the Company's ability to meet its obligations, a material uncertainty exists
that may cast significant doubt on the entity's ability to continue as a going
concern and the standalone financial statements have not been prepared on any other basis
of accounting acceptable in the circumstances and also do not adequately disclose this
matter. |
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2.The Company owns Hotel Hyatt Regency in
Mumbai ("Hotel"). The |
|
3.The Company has neither provided us
with proper records showing full particulars, including quantitative details and situation
of property, plant and equipment nor has provided us with the information regarding the
physical verification of property, plant and equipment. Therefore, we are unable to
comment on the existence of the property, plant and equipment balance of Rs. 1,491.64
lakhs as stated in note 3.1 to the accompanying standalone financial statements. |
lockdown and restrictions imposed on
various activities due to COVID -19 pandemic in India had significantly and adversely
affected the operations of the Hotel. The Company could not run its Hotel operations as
funding restrictions had been imposed by one of the lender banks. Despite Central
Government's/Reserve Bank of India's scheme to provide financial support to the
beleaguered hospitality industry through the Emergency Credit Line Guarantee Scheme
(ECLGS), the lender bank of the Hotel refused to release the funds that the Company was
entitled to under ECLGS and needed as a lifeline for normalizing its operations. Such
actions of the lender bank led to suspending of the operations of the Hotel in June 2021,
which in turn resulted in the Company's financial distress. On August 19, 2021,
lender bank filed Section 7 application before the Adjudicating Authority (National
Company Law Tribunal), New Delhi Bench IV claiming a default of an amount of Rs. 26,407.35
lakhs. The Adjudicating Authority (NCLT), New Delhi passed an order dated September 16,
2022 admitting the section 7 petition and initiated Corporate Insolvency Resolution
Process ("CIRP") against the Company. On January 09, 2024, the National Company
Law Appellate Tribunal (NCLAT) has approved the settlement proposal under Section 12A of
IBC 2016 submitted by the promoters and suspended Directors of the Company. With the
approval of the settlement proposal, the order dated September 16, 2022 admitting section
7 application under Insolvency and Bankruptcy Code 2016 has been set aside and the CIRP of
the Company has been closed. The Company is in the process of complying with all
regulatory requirements and reporting obligations. Considering the above, these standalone
financial statements have been prepared on a going concern basis assuming that the Company
will continue as going concern and realize its assets and discharge its liabilities in the
normal course of business from the date of approval of these standalone financial
statements by the Board of Directors. |
|
4.Outstanding recoverable/payables
balances with the Government Authorities are subject to reconciliation with the statutory
records and consequential adjustment, if any. Further, in the absence of complete period
details of "statutory dues payable" as referred in note 45 to the standalone
financial statements, we are unable to comment on the adequacy of interest expense on
statutory dues recognized in the standalone statement of profit and loss for the year
ended March 31, 2026. |
3.The Company is revived on 9th
January, 2024 since than the Management is busy with doing pending compliances with
respect of BSE and NSE Stock Exchange and other concerned Authorities. The Mumbai hotel is
in shut condition as on date, however, the Company is in process to evaluate PPE
(Property, Plant & Machinery) by way of physical verification along-with location of
each item before commencing the operation. |
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4. In view of management disputes,
financial and operational issues and subsequent commencement of CIRP in respect of the
Company w.e.f. 16th September 2022, the Company was not able to comply with certain
compliance requirements as stated the Secretarial Audit Report. Also, certain records of
the Company could not be retrieved due to lack of resources. However, after the closure of
CIRP on 9th January 2024, the Company is in the process of complying with all applicable
laws and earnest efforts are being made by the Company in this regard. Some of the old
liabilities which are under reconciliation with the books, however doing thing any
material consequential impact will not be arisen. |
Internal Audit
M/s Gautam Sehgal & Co., Chartered Accountants, the internal
auditors of the Company for the financial year 2025-26 have conducted periodic audit. The
Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors
regularly and their reports have been well received by the Audit Committee and noted by
Board of Directors.
Secretarial Audit
The Company has appointed M/s Hemant Singh & Associates, Company
Secretaries, 306, Surya Complex, 21, Veer Savarkar Block, Shakarpur, Delhi 110092 to
undertake the Secretarial Audit of the Company for the Financial Year ended 31st
March 2026. The Secretarial Audit Report (in Form MR -3) is annexed as Annexure 4 hereto
and forms a part of this report. The comments of Secretarial Auditors are self-explanatory
and therefore do not call for any further clarifications/comments.
Reply of the Management to the Comments/ Observations of the
Secretarial Auditors' Report:
There was certain unavoidable situation occurred during the period
under review, the results approval delayed causing delay in compliance of certain
regulations. However, the Company is in the process of complying with all applicable laws
in all possible means.
Cost Audit
In terms of Rule 8 of the Companies (Accounts) Amendment Rules, 2018
read with Section 148 of the Companies Act, 2013, the Central Government has not specified
the maintenance of cost records under Section 148 of the Companies Act, 2013, for the
services provided by the Company.
Compliance with Secretarial Standards on Board and General Meetings
The Company has complied with all the applicable provisions of
Secretarial Standards 1 and 2 as issued by the Institute of Company Secretaries of India
and notified by Central Government.
Particulars of loans, guarantees and investments under section 186 of
the Companies Act, 2013.
Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in Note No 5 to the
standalone financial statements.
Related Party Transactions
In line with the requirements of the Companies Act, 2013 and Listing
Regulations, your Company has formulated a Policy on Related Party Transactions which is
also available on Company's website at www.asianhotelswest.com/policies. The
Policy intends to ensure that proper reporting, approval and disclosure processes are in
place for all transactions between the Company and Related Parties. All transactions
entered by the Company with Related Parties were in ordinary course of business and at
arm's length basis. The Audit Committee granted omnibus approval for the transactions
(which are repetitive in nature) and the same was reviewed by the Audit Committee and
Board of Directors on regular basis. There was no materially significant transaction with
related parties during the Financial Year 2025-26 and none of the transactions with any of
related parties were in conflict with the Company's interest. Particulars of
contracts/arrangements with related parties as referred to in sub-section (1) of
section188 of the Companies Act, 2013 are given in Form AOC 2 and the same is annexed as
Annexure 5 hereto and forms a part of this report. Requisite disclosure as required under
Ind-AS-24 has been made in Notes to the Financial Statements. .
Material Changes and commitments, if any affecting the Financial
Position of the Company which occurred between 31st March, 2026 and date of
report.
The Company's trading of shares has been restarted on both the
Stock Exchanges i.e. NSE and BSE w.e.f 2nd April 2026. Other than this there is
no material changes and commitments affecting the Financial Position of the Company which
have occurred between 31st March 2026 and date of report.
Change in the nature of Business, if any
During the period under review, there has been no change in the nature
of business.
Conservation of Energy, Foreign Exchange Earnings & Outgo
Information required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014 pertaining to the conservation of
energy, foreign exchange earnings and outgo is furnished under in the Annexure 6 hereto
and forms a part of this report.
Committees of the Board a) Audit Committee
In terms of section 177 of the Companies Act, 2013 and Regulation 18 of
the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, as on 31st
March 2026, your company has in place audit committee of Board of Directors with Ms.
Mekhala Sen Gupta as the Chairperson of the Committee, Mr. Rohit Rajpal and Mr. Amit Saraf
as members. The terms of reference of Audit Committee are confined to the Companies Act,
2013 and Regulation 18 of SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015 read with Part-C of Schedule II of the Listing Regulations. The details
of meetings with attendance thereof and terms of reference of audit committee have been
provided in the Corporate Governance Report which forms part of this report. b)
Stakeholders' Relationship Committee
The Company has also formed Stakeholder's Relationship Committee
in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosures Requirements) Regulations, 2015. As on 31st March 2026, your
company has in place Stakeholders Relationship Committee of Board of Directors with Ms.
Mekhala Sengupta as the Chairperson of the Committee, Mr. Sandeep Gupta and Mr. Rakesh
Kumar Aggarwal as members. The details of meetings with attendance thereof have been
provided in the Corporate Governance Report which forms part of this report.
c) Nomination and Remuneration Committee
In terms of section 178 of the Companies Act, 2013 read with the
Companies (Meeting of the Board and Power) Rules, 2014 and Regulation 19 of the SEBI
(Listing Obligations and Disclosures Requirements) Regulations, 2015. As on 31st
March 2026, your Company has in place duly constituted Nomination and Remuneration
Committee of Board of Directors with Ms. Mekhala Sengupta as the Chairperson of the
Committee, Mr. Sandeep Gupta and Mr. Saumen Chatterjee as members. The details of meetings
with attendance thereof have been provided in the Corporate Governance Report which forms
part of this report. The Board of Directors has framed a policy which lays down a
framework in relation to remuneration of Directors, Key Managerial Personnel and Senior
Management of the Company. The Policy broadly lays down the guiding principles, philosophy
and the basis for payment of remuneration to Executive and Non-Executive Directors (by way
of sitting fees and commission), Key Managerial Personnel, Senior Management and other
employees. The policy also provides the criteria for determining qualifications, positive
attributes and Independence of Director and criteria for appointment of Key Managerial
Personnel / Senior Management and performance evaluation which are considered by the
Nomination and Remuneration Committee and the Board of Directors while making selection of
the candidates. The above policy has been posted on the website of the Company at www.asianhotelswest.com/Policies.
d) Corporate Social Responsibility (CSR) Committee
Provisions pertaining to CSR committee are not applicable during the
period under review. Therefore, the report on Corporate Social Responsibility activities
has not been enclosed with this report. e) Risk Management Committee
Provisions pertaining to the Risk Management Committee are not
applicable to the Company.
Public Deposits
During the year under review, your Company has not accepted any
deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.
Amount Transferred to Reserves
During the year under review, your company has not transferred any
amount to reserves for the financial year ended 31st March, 2026.
Internal Control System and their Adequacy
The Company has in place adequate reporting systems in respect of
financial performance, and reporting with respect to compliance of various statutory and
regulatory matters. The Company has policies and procedures in place for ensuring proper
and efficient conduct of its business, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records
and the timely preparation of reliable financial information. The Company has adopted
accounting policies, which are in line with the Accounting Standards and the Act. The
internal auditors of the Company had regularly conducted exhaustive internal audits
pertaining to financial and compliance areas and their reports were placed before the
Audit Committee for its review and recommendations.
Risk Management
Directors are responsible for monitoring and reviewing the risk
management plan and ensuring its effectiveness. The Audit Committee has additional
oversight in the area of financial risks and controls. The major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continuing basis.
Performance Evaluation
Pursuant to the provisions of the section 134(3)(p) of the Companies
Act, 2013 read with Regulation SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015, the nomination and remuneration committee, independent director and all
individual directors has carried out an annual evaluation of its own performance,
performance of the independent directors and the working of its committees based on the
evaluation criteria specified by nomination and remuneration committee for performance
evaluation process of the board, its committees and directors.
The committees of the board were assessed on the degree of fulfilment
of key responsibilities, adequacy of Committee composition and effectiveness of meetings.
The directors were evaluated on aspects such as attendance, contribution at board/
committee meetings and guidance/support to the management outside board/committee
Meetings. A structured questionnaire was prepared after taking into consideration inputs
received from the Directors, covering various aspects of the Board' functioning such
as Knowledge to perform the role; Time and level of participation; Performance of duties
and level of oversight; and Professional conduct and independence.
Significant Material Orders Passed by Regulators
No Significant order has been passed during the period under review.
Vigil Mechanism/Whistle Blower Policy
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule7
of the Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 22 of the
Listing Regulations, the Company has established a vigil mechanism for its Directors and
employees to report their genuine concerns/grievances. The Company promotes ethical
behavior in all its business activities and has put in place the vigil mechanism for
Directors, Employees and other person dealing with the Company for reporting illegal or
unethical behavior, actual or suspected fraud or violation of the Company's Code of
Conduct. The mechanism provides adequate safeguards against victimization of Directors,
employees or other persons who avail the mechanism. In exceptional cases, Directors and
employees have direct access to the Chairperson of the Audit Committee. The details of the
said mechanism are posted on the Company's website www.asianhotelswest.com.
Green Initiatives
Electronic copies of the Annual Report and notice of the 19th
AGM are sent to all the members whose email addresses are registered with the Company
/Depository Participant(s)/RTA. The Company is providing e-voting facility to all members
to enable them to cast their votes electronically on all resolutions set forth in Notice.
The instructions for e-voting are provided in the Notice.
Prevention of Sexual Harassment at Workplace
The Company has zero tolerance policy against sexual harassment defined
as any unwelcome sexually determined behavior. As per the requirement of The Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
(Act') and Rules made there under, During the period under review the Company
has total employees less than 10. So, the requirement of constitution of Internal
Complaints Committees (ICC) is not applicable on the Company.
Disclosure Under the Maternity Benefit Act 1961
Your Company acknowledges the importance of adhering to the Maternity
Benefit Act, 1961, which aims to protect the employment and health, rights of women during
and after pregnancy. The Company is ensuring paid maternity leave, job security, and a
supportive work environment and reaffirms its commitment to enabling women to care for
their newborns without facing financial or professional setbacks. Your directors further
state that, during the period under review, the Company did not receive any such case,
consequently, the provisions of the Maternity Benefit Act, 1961 were not applicable to the
Company during the reporting period.
General
Your directors state that no disclosure or reporting in respect of the
following items, as there were no transactions on these items during the year under
review: a) Issue of equity shares with differential rights as to dividend, voting or
otherwise. b) Issue of shares (including sweat equity shares) to employees of the Company
under any scheme.
ACKNOWLEDGEMENTAND APPRECIATION
Your directors would like to acknowledge and place on record their
sincere appreciation to all stakeholders, clients, financial institutions, banks, central
and state governments, the Company's valued investors and all other business
partners, for their continued co-operation and support extended during the year 2025-2026.
Your directors recognize and appreciate the efforts and hard work of all the employees of
the Company and their continued contribution to promote its development. Directors would
like to express their sincere appreciation and gratitude to all the stakeholders of the
Company. The Board would also like to place on record its deep sense of appreciation for
the continued confidence reposed in the Company by the Shareholders.
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For and on behalf of the Board of |
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Asian Hotels (West) Limited |
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Sandeep Gupta |
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Chairman and Non-Executive Director |
Place: New Delhi |
(DIN 00057942) |
Date: May 25, 2026 |
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