To,
The Members,
Espire Hospitality Limited
Your directors are pleased to present the 32nd Annual Report together with
the Audited Financial Statements for the year ended 31st March, 2023
I- Financial Highlights
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 31st March,2023 |
Year ended 31st 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 2021- 22. 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.
III- Future Outlook
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.
IV- Dividend
The Directors do not recommend any dividend during the year.
V- Public Deposits
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- Auditors
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 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.
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: -
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 board meeting.
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, 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:
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.
XXVI- Cost Records
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.
XXVII- Sexual Harassment
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.
XXVIII- Secretarial Standards
The company has complied with the provisions of applicable Secretarial Standards issued
by The Institute of Companies Secretary (ICSI).
XXIX- Green Initiatives
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.
XXX- Extract of Annual Return
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.
|
For and on behalf of the Board of Directors of Espire Hospitality
Limited |
|
Managing Director: Prithvi Raj Singh |
|
Din: 02876176 |
New Delhi |
Director: Gagan Oberoi |
Date: 06/09/2023 |
Din: 00087963 |
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