Dear Members,
Your Directors are pleased to present the 64th Annual Report of the Company for the
financial year ended March 31, 2025.
Financials
(Rs. in lakh)
|
Current Year 2024-25 |
Previous Year 2023-24 |
Revenue from Operations |
15290.87 |
14650.59 |
Other Income |
626.24 |
525.35 |
Expenditure |
11945.43 |
10945.99 |
Depreciation |
866.72 |
796.26 |
Profit before tax |
3971.68 |
4229.95 |
Tax expense |
998.37 |
1048 33 |
Profit after tax |
2973.31 |
3181.62 |
Other Comprehensive Income |
7.18 |
(3.12) |
Total Comprehensive Income |
2980.49 |
3178.50 |
Profits available for Appropriation |
14317.86 |
11344.55 |
Transfer to General Reserve |
- |
- |
Earning Per Equity Share (Basic) |
55.06 |
58.92 |
Earning Per Equity Share (Diluted) |
55.06 |
58.92 |
Operations & State of Company’s Affairs
Revenue from operations (net) has increased by Rs.640.25 lakh (4.37%) from Rs.14650.59
lakh (previous year) to Rs.15290.87 lakh in current year. The profit before tax was
Rs.3971.68 lakh in the current year against profit before tax of Rs. 4229.95 lakh in
previous year The profit after tax for the year (before other comprehensive income) was
Rs.2973 31 lakh in the current year against profit of Rs 3181.62 lakh in the previous
year. The Total Comprehensive Income was Rs.2980.49 lakh in the current year against
income of Rs 3178.50 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,
2025.
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, The Company has appointed
Mr Arjun Kumar a Non-Executive Non-Independent Director of the Company with effect from
May 15, 2024, Mr. Arjun Kumar will retire by rotation at the ensuing Annual General
Meeting, being eligible, offers himself for re-appointment at the ensuing Annual General
Meeting. The Board has recommended for fixation of remuneration of Mr. Apurv Kumar and Mr.
Rupak Gupta both Joint Managing Directors and Chief Financial Officers of the company 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 202425. 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 atwww.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,
2025, 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
and are operating effectively,
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.
Voluntary Delisting of Equity Shares from BSE Limited
Due to non-compliance of Regulation 38 of listing Regulations, Securities &
Exchange Board of India (SEBI) vide its order dated 04.06 2013 and 02.12.2014 inter alia
directed freezing of voting rights and corporate benefits with respect to excess of
proportionate promoter/promoter group shareholding and other directions against the
promoter shareholders and directors. The Company had filed an application with Securities
and Exchange Board of India for relaxation of its order to enable the promoters to
consider voluntary delisting of shares as an option for compliances. SEBI vide its letter
dated 03.12.2024 granted the company, certain relaxations for the specific purpose of
seeking voluntary delisting of equity shares of the company Further, certain directions
are also issued for the specific purpose of seeking voluntary delisting of equity shares
of the Company. Additionally, the relaxations have been granted and directions are issued
subject to certain conditions namely that the Company is in compliance with provisions of
all other applicable laws and that the Company shall complete the process of voluntary
delisting within a period of one year from the date of the said SEBI letter. The Acquirer
has appointed the Merchant Banker as Manager to manage the voluntary delisting process.
The Acquirer filed Initial Public Announcement with BSE Limited on 15th July 2025. As on
date of this report, the company is conducting Postal ballot process for receiving
decision of shareholders on Voluntary Delisting proposal of the acquirer.
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, 2025. 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, 2025 The Secretarial Audit Report is annexed as Annexure 2 The Secretarial
Audit Report contains qualifications on non-compliances under the provisions of the
Companies Act, 2013 and Listing Regulations. The Board has submitted its replies on the
qualifications in the Annexure 1 attached to this Report.
Pursuant to Regulation 24A of the SEBI Listing Regulations and Section 204 of the
Companies Act, 2013, based on recommendation of the Audit Committee, the Board at its
meeting held on August 13, 2025, has approved the appointment of Deepak Bansal &
Associates, Practising Company Secretaries, a peer reviewed firm (UIN: S2007UP759100, C.P.
No. 7433) as Secretarial Auditors of the Company for a term of five consecutive years
commencing from FY 2025-26 till FY 2029- 30, subject to approval of the Members at the
ensuing Annual general Meeting.
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 Compames/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/Commrttees 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.hoteldarks.com
and its web-link is httos://www
hotelclarks.com/code-of-conduct-oolicies/code-of-conduct-oolicies.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 financial statements relate and the date of the report.
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 in Annexure
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 atwww.hotelclarks.com and its web-link is https://wwwhotelclarks.com/code-of-
conduct-policies/code-of-condu ct-policies.html.
Meetings of the Board
Five 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 Arjun 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 minimization of identifiable risks and to ensure business growth with
financial stability of the Company. The Audit Committee 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 The particulars of related party transacton approved by
Audit Committee and Board of Directors during the year under review has been disclosed in
the prescribed Form attached herewith as Annexure 7.
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/annual-return/annual-return
, 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 8 and 9 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
SEBl/ 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
2024-25.
xii. There are no unclaimed/unpaid dividends for transfer to IEPF.
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: A-7, |
ADD: 28 ShreeVihar |
ADD: 35-A, Friends |
Neeti Bagh |
Colony, Near Hotel |
Colony, (East) |
New Delhi-110049 |
Clarks Amer, J L Nehru |
New Delhi- 110065 |
Date: 13.08.2025 |
Marg, Jaipur- 302018 |
|
Place: New Delhi |
|
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