Dear Members,
The Board of Directors is delighted to present the 45th Annual Report of the Company along with the Audited Financial Statements for the Financial Year ended 31st March 2024.
In compliance with the applicable provisions of the Companies Act, 2013, ("the Act"), and the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"),this Board's Report is prepared on the basis of standalone financial statements of the Company for the year under review and also present the key highlights of performance of subsidiaries to the overall performance of the Company during the year under review.
1. FINANCIAL RESULTS AND OPERATIONAL PERFORMANCE Lacs INR
The gross revenue of the Company for the year under review at Rs.9336.16 Lacs as compare than that of the previous year's gross revenue which was at Rs. 8300.34 Lacs.
The Profit/(Loss) before tax after depreciation and finance cost at Rs.2841.01 Lacs for the year under reviewas compared to Rs. 2349.23 Lacs for the previous year.
Net Profit/(Loss) after providing tax for the year under review was Rs.2107.63 Lacs as compared to Rs. 1870.48 Lacs for the previous year. The total comprehensive income for the year under review was Rs. 2107.57 lacs as compared to the Rs. 1847.08 lacs for the previous year.
2. FINANCIAL STATEMENTS Standalone Financial Statements
The annexed financial statements comply in all material aspects with Indian Accounting Standards(Ind AS) notified under section 133 of the Companies Act, 2013 (the Act), Companies (IndianAccounting Standards) Rules, 2015, as amended from time to time and other relevant provisionsof the Act.
Consolidated Financial Statements
The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiary, and as prepared in compliance with the Companies Act, 2013,applicable Accounting Standards and SEBI Listing Regulations, 2015 as prescribed by SEBI.
3. DIVIDEND
The company has not recommended any dividend during the year under review.
4. Hospitality Sector performance
India holds enormous potential in expanding tourism, with India ranked at the 39th position in the World Economic Forum's Travel and Tourism Development Index (TTDI) 2024.Showing positive signs of revival post-pandemic, the industry witnessed over 92 lakh foreign tourist arrivals in 2023, implying a YoY increase of 43.5 per cent. India has significantly earned foreign exchange receipts amounting to over ?2.3 lakh crore through tourism, indicating a 65.7 per cent YoY increase. India's share of foreign exchange earnings in world tourism receipts increased from 1.38 per cent in 2021 to 1.58 per cent in 2022. Under the ‘Pilgrimage Rejuvenation and Spiritual Augmentation Drive' (PRASHAD) scheme, 29 new sites have been identified for tourism infrastructure development, and 12 have been inaugurated. Swadesh Darshan 2.0, focusing on integrated tourism destination development, targets 55 destinations across 32 states and Union Territories. India chaired theShanghai Cooperation Organisation (SCO) Tourism Expert Working Group, in 2023. The Government has implemented various measures to support the tourism industry, including policy reforms and infrastructure development.
The hospitality industry has risen to meet the increasing number of tourists' needs and to elevate the overall guest experience. Hoteliers are increasingly leveraging technology to personalise guest experiences and improve operational efficiencies. Hotels are also adopting innovative operational strategies, such as leasing or managing external restaurant, spa, and lounge brands, to capitalise on established concepts that attract hotel residents, thereby boosting revenue. In FY24, the average daily rate increased from ?6704 to ?7616, marking a YoY growth of 13.6 per cent.
The tourism sector has embraced the digital revolution. One such initiative is E-Marketplace, designed to facilitate interactions between tourists and certified tourist facilitators and guides through web and mobile applications. The Union Government, in collaboration with State Governments and Union Territory administrations, is actively working on registering accommodation units nationwide in the National Integrated Database of Hospitality Industry (NIDHI) portal. This database will aid in formulating effective policies and strategies for promoting tourism. Another noteworthy initiative is SAATHI (System for Assessment, Awareness and Training for Hospitality Industry), which aims for awareness and training in hospitality sector.
India's travel and tourism (T&T) sector has been influenced by global inflationary pressures and delays in the recovery of T&T capacity, similar to other economies. However, the decline in price competitiveness since 2021 has been minimal compared to its peers, with only a 0.7 per cent drop. India's decline is particularly slight at just 0.1 per cent from 2021 levels, which reflects the Government's consistent efforts to maintain stability despite the slowdown. WEF's TTDI 2024 report emphasizes the need for improvements in tourist services and infrastructure, and the development of a skilled workforce. In a challenging environment for employment generation in services due to the rise of AI and manufacturing due to rising protectionism, transportation costs and supply concerns, the tourism sector represents a relatively low-hanging fruit for job creation. India has to seize the opportunity. To formalize employment within this sector, the Ministry of Tourism has initiated the Incredible India Tourism Facilitator Certificate Programme. This program aims to create a skilled cadre of tourist facilitators nationwide through a digital platform that offers online learning opportunities and certification courses(Economic Survey 2023-24).
5. DIRECTORS
(a) Re-appointment of retiring Director
Ms. Kajal Malhotra (DIN: 01319170) Director who retires by rotation and being eligible, has offered herself for re-appointment. The Board recommends her appointment.
(b) Retiring Independent Directors
Pursuant to section 149(11), "no Independent director shall hold office for more than two consecutive terms [five consecutive years constitute one term (section 149 (10)], but such Independent director shall be eligible for appointment after the expiration of three years of ceasing to become an Independent director.
The brief details of retiring Independent Director are as hereunder:
(i) Mr. Lalit Bhasin (DIN: 00002114) : He was reappointed as an Independent Director at 35thAnnual General Meeting of the company held on the 29thSeptember, 2014 for a period of 5 (Five) Consecutive years, not liable to retire by rotation, constituting first term of five consecutive years after the commencement of Companies Act, 2013. Subsequently, again he was reappointed at the 40th Annual General Meeting of the company held on the 12th August, 2019, as an Independent Director of the Company w.e.f 29th Day of September 2019 for a further period of 5(Five) consecutive years not liable to retire by rotation, accordingly the second term of five consecutive years shall ends on 28th September, 2024.
(ii) Mr. Subhash Ghai (DIN: 00019803): He was reappointed as an Independent Director at 35thAnnual General Meeting of the company held on the 29thSeptember, 2014 for a period of 5 (Five) Consecutive years, not liable to retire by rotation, constituting first term of five consecutive years after the commencement of Companies Act, 2013. Subsequently, again he was reappointed at the 40th Annual General Meeting of the company held on the 12th August, 2019, as an Independent Director of the Company w.e.f 29th Day of September 2019 for a further period of 5(Five) consecutive years not liable to retire by rotation, accordingly the second term of five consecutive years shall ends on 28th September, 2024.
(iii) Mr. Yash Kumar Sehgal (DIN: 03641168): He was reappointed as an Independent Director at 35thAnnual General Meeting of the company held on the 29thSeptember, 2014 for a period of 5 (Five) Consecutive years, not liable to retire by rotation, constituting first term of five consecutive years after the commencement of Companies Act, 2013. Subsequently, again he was reappointed at the 40th Annual General Meeting of the company held on the 12th August, 2019, as an Independent Director of the Company w.e.f 29th Day of September 2019 for a further period of 5(Five) consecutive years not liable to retire by rotation, accordingly the second term of five consecutive years shall ends on 28th September, 2024.
(c) Other Independent Director
(i) Mr. Alkesh Tacker (DIN: 00513286): He was appointed as an Independent Director at 37th Annual General Meeting of the company held on the 12th August, 2016 for a period of 5 (Five) Consecutive years, not liable to retire by rotation, constituting first term of five consecutive years after the commencement of Companies Act, 2013.Subsequently, he was reappointed at the 42nd Annual General Meeting of the company held on the 31st August, 2021, as an Independent Director of the Company from August 12,2021 to August 11,2026, for a further period of 5(Five) consecutive years not liable to retire by rotation.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and provisions of the Listing Regulations.
(d) Appointment(s) of Independent Directors
(i) Appointment of Mr. Rakesh Mathur (DIN: 02285801) as an Independent Director of the company
The Nomination and Remuneration Committee and the Board in its meeting held on 13.08.2024 recommend the appointment of Mr. Rakesh Mathur as an Independent Director, subject to the approval of shareholders of the company in the 45th Annual General Meeting.
Mr. Rakesh Mathur, aged about 72 years, has over 40 years of extensive and varied experience in the hospitality industry. He has handled various assignments in India and abroad.
Mr. Mathur holds B.A. (Honours) degree with specialization in economics from Delhi University and diploma in hotel management from Oberoi Hotel, Affiliated to Cornell University, USA.
He joined Oberoi Hotels as a management trainee (1973-82) and has held key positions upto General Manager (GM) of Oberoi Palace, of Oberoi Group, Shrinagar, (J&K) (1980-82) and GM- (Training & Development) Centaur Group, Srinagar (1983-85). Then, he held GM in Sofitel Suryaa, Delhi (1985-90). He was Director - Operations in Ambassador Group (1990-1995). He was Executive Director - South and West Asia of BASS (now IHG) group (1995- 2002). He held position of Principal Advisor of Lords Hotels Groups, India. He was also formulated as Principal Advisor to CG Group and Shangrila Group, Nepal. He was President of ITC Welcome Heritage Hotels from 2002-2011.
He is Founder and Current President of Responsible Tourism Society of India and Executive Committee Member of India Heritage Hotels Association and INTACH Tourism Committee. He is an Independent Director in Speciality Restaurants Limited.
(ii) Appointment of Mr. Ashish Kapur(DIN: 00002320) as an Independent Director of the company
The Nomination and Remuneration Committee and the Board recommend the appointment of Mr. Ashish Kapur(DIN: 00002320) as Additional Director with the objective to formulize as an Independent Director, subject to the approval of shareholders of the company in the 45th Annual General Meeting.
Mr. Ashish Kapur, aged about 55 years, with more than three decades of experience in finance, Ashish Kapur spearheads the operations of Invest Shoppe, a financial consultancy firm focusing on high networth individuals (HNIs) and retail customers. Invest Shoppe, apart from being a one-stop-shop for all financial services, offers specialized portfolio consultancy. With a watchful eye on the industry/stock markets, Ashish and his team tailor the financial plans of clients, keeping in view their short- and long-term goals. A first generation entrepreneur, Ashish entered the business in 1996 with the launch of rRb Securities and went on to found Invest Shoppe.
In his previous assignments Ashish worked with leading consulting firms like Jardine Flemings and Arthur Anderson. He played a key role in successfully launching (through IPO and private placements) some of today's best-known stocks like Reliance Capital, UB and Jindal Vijaynagar Steel. He also managed numerous GdR issues of Indian behemoths like Gujarat Ambuja, Sterlite, Great Eastern Shipping etc.
Ashish regularly appears as a financial markets expert on CNBC, CNBC Awaz, NDTV Profit, CNN IBN Zee Business and DD News. His views are also quoted in leading newspapers like Hindustan Times and Economic Times.
Ashish holds an MBA degree from Narsee Monjee Institute of Management Studies, Mumbai.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Luv Malhotra as Managing Director, Mr. Gagan Malhotra as Executive Director, Mr. Gopal Prasad as Chief Financial Officer and Mr. Dinesh Kumar Maurya as Company Secretary are the Key Managerial Personnel of the Company.
7. MANAGEMENT DISCUSSION ANDANALYSIS
As a part of regulatory requirement of the Listing Regulations, a separate sectionon the Management Discussion and Analysis Report forms an integral part of the Integrated Annual Report.
8. SUBSIDIARYCOMPANY
CJSC CHL International is a subsidiary company incorporated in Tajikistan has developed a Five-Star Hotel at Dushanbe, the capital of Tajikistan. The Hotel project was financed by the Export Import Bank of India. The Hotel is operating under the Brand name "Hilton". CJSC CHL International, our subsidiary Company has taken a term loan of USD 32.50 mn from the Export Import Bank of India (EXIM Bank) for the construction of a five star hotel in Dushanbe, Tajikistan, for which the Corporate and Personal Guarantee of equivalent amount was executed.
Our subsidiary Company CJSC CHL International, filed a case bearing Case No. 52/2023 against EXIM Bank before the Economic Court of Dushanbe in respect of loan availed by it. During the pendency of case, One Time Settment (OTS) was executed by EXIM Bank, the Principle Borrower and Guarantors on 23.11.2023, which was modified on 08.12.2023. This OTS was placed before the Economic Court of Dushanbe, which crystallized the liability of CJSC CHL International to USD 34 million.
Pursuant to the above EXIM Bank filed application bearing I.A No. 189/2024 in Transfer Application No. 224 of 2022 titled as EXIM Bank vs CHL Limited against the corporate guarantor before Debt Recovery Tribunal-III, thereby bringing on record the above settlement.
In addition to the above, EXIM Bank filed Civil Appeal bearing No. 1671 of 2019, titled as Export Import Bank of India v CHL Limited challenging the judgment dated 16.01.2019 passed by National Company Law Appellate Tribunal (NCLAT), New Delhi, which is pending adjudication.
There is no Associate Company within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Further there has been no material change in the nature of business of the subsidiary.
In terms of provision to sub section (3) of Section 129 of the Act, the salient features of the Financial Statement of the subsidiary is set out in the prescribed form AOC-1, which forms part of the Annual Report 2023-2024.
9. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment atwork place in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed the reunder. During the financial year 2023-2024, no complaint was received on sexual harassment.
10. WHISTLE BLOWER /VIGILMECHANISM
In pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy is available on the website of the Company.
11. ANNUALRETURN
Pursuant to Section 92(3) and Section 134(3)(a) of theAct, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return(Form MGT-7) of the Company as on March 31,2024, is available on the website of the Company at https://chl. co.in/welcome/investor/form_MGT-7.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
13. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Your Directors would like to inform that no material changes and commitments have occurred between the end of the financial year under review and the date of this report that may adversely affect the financial position of the Company.
14. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section134(5) of the Act, and based on the representations received from the management, the Directors hereby confirm that:
i. In the preparation of the Annual Accounts for the Financial Year 2023-2024, the applicable accounting standards have been followed and there is no material departure;
ii. 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 of the Company for the FinancialYear;
iii. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. They have prepared the Annual Accounts on a going concern basis;
v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly;and
vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
15. CORPORATE GOVERNANCE
Your Company has taken adequate steps to adhere all the stipulations laid down in the Listing Regulations. A report on the Corporate Governance along with certificate from Practicing Company Secretary confirming the Compliance is included as part of the report.
16. LISTING WITH STOCK EXCHANGE
The Listing fee is being paid for the year - 2024-2025 to the BSE Limited, where the Company's Shares are listed.
17. (a) PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information pursuant to Section 197 (12) of the Act, read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, in respect of directors, key managerial personnel and employees of the Company is given in Annexure and form part of the report.There are no employees drawing remuneration above the limits specified under section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.
(b) REMUNERATION RATIO OF THE KEY MANAGERIAL PERSONNEL
The information required pursuant to section 197 read with rule 5 of the Companies (Appointment and Remuneration of the managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules,1975, in respect of employees of the Company and Key managerial personnel is furnished in extract of Annual Return MGT-9.
18. DEMATERIALISATION OF SHARES
As on 31st March, 2024, the total paidup equity share capital of the Company is Rs.109,636,580 comprising of 5,48,18,290 equity shares of Rs. 2/- each. Out of the total equity shares, 5,40,91,999 (98.675%) Equity Shares of the Company stand dematerialized and balance 7,26,291 (1.325%) equity shares are still in physical form.
19. AUDITORS & AUDITORS'REPORT Statutory Auditors
Initially, Statutory Auditors of the company, M/s DGA & Co., Chartered Accountants, New Delhi (Firm Registration No. 003486N) was appointed as Statutory Auditors of the company for a period of Two years to hold office from the conclusion of 38th Annual General Meeting (AgM) till the conclusion of the 40th AgM. Thereafter, in the 40th AGM of the company, M/s DGA & Co., Chartered Accountant was reappointed for a period of Three years to hold office from the conclusion of 40th AGM of the company till the conclusion of 43th AGM of the Company. Further, M/s DGA & Co., was reappointed for a period of one year from the conclusion of 43rd AGM of company till the conclusion 44th AgM of company. Subsequently, the Statutory Auditors of the company again re-appointed for a period of one year from the conclusion of 44th AGM of company till the conclusion 45th AGM of company.
Their tenure is coming to end from the conclusion of the 45th Annual General Meeting of the company. Subject to the approval of the shareholders of the company and pursuant to the provisions of Section 139 of the Act and the rules framed there under, the Board of Directors in its meeting held on13th August, 2024 re-appointed as a Statutory Auditor of the company for a further period of one year from the conclusion of 45th Annual General Meeting of the company till the conclusion of 46th Annual General Meeting of the company. In the ensuing Annual General Meeting, the firm is being re-appointed as per the Notice of the 45th Annual General Meeting.
The Audit Committee in its meeting held on 13.08.2024 has recommended the aforesaid reappointment.
Internal Auditors
M/s Gulvardhan Malik & Co., Chartered Accountants have been conducting periodic Internal Audit of all the operations of the Company. Internal Audit Reports are regularly placed before the Audit Committee for their review and for recommendation to the Board.
Secretarial Auditors
According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s A. Chadha & Associates, Company Secretaries is continuing as Secretarial Auditor of the Company.
20. STATUTORY AUDIT
The Report of the Statutory Auditors of the Company along with the Notes to Schedules forms part of the Annual Report 2023-2024 and contains an Unmodified Opinion without any qualification, reservation, disclaimer or adverse remark.
The Statutory Auditors of the Company have not reported any fraud as specified in Section 143(12) of the Companies Act, 2013.
21. COST AUDIT
The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.
22. INTERNAL CONTROL
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The information about internal controls is setout in the Management Discussion & Analysis report which is attached and forms part of this Report.
23. RISK MANAGEMENT
The Risk Management is overseen by the Audit Committee of the Company on a continuous basis.The Committee oversees Company's process and policies for determining risk tolerance and review management's measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.
24. CHANGE IN THE NATURE OF BUSINESS
During the year under review, there has been no change in the nature of business of the Company.
25. MICRO, SMALL AND MEDIUM ENTERPRISES (MSME)
Your Company is a ‘Medium Enterprise' under the ‘Micro, Small and Medium Enterprises Development Act, 2006' vide registration number dated 03.07.2020: UDYAM-DL-09-0000001.
26. DEPOSITS FROM PUBLIC
The Company has not accepted any deposit from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR)
As persection 135 and Schedule VII of the Companies Act, 2013, your Companyhas already constituted the Corporate Social Responsibility Committee of Board of Directors. The present members are Mr. Yash Kumar Sehgal, Chairman, Mr. Lalit Bhasin, Member and Mr. Luv Malhotra, Member. The CSR policy as approved by Board of Directors in pursuance of section 134 (3) (o) of the Act is annexed and form part of this report. Further, the Annual Report on CSR activity in pursuance of Rule8 of the Companies (Corporate Social Responsibility Policy) Rules2014, describing inter-alia the initiatives taken by the Company in implementation of its CSR Policy is annexed and forms part of this Report.
28. RELATED PARTY TRANSACTIONS
During the year under review, there were no contracts or arrangements or transactions entered into, which were not arm's length basis. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interest of the Company.
The Board of Directors of the Company has on there commendation of the Audit Committee, adopted a policy to regulate transactions if any, between the Company and its Related Parties, incompliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Regulation. This Policy was approved by the Board and is available on the website of the Company at www.chl.co.in.
In terms of provision to clause (h) sub section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the salient features of the Related Party Transactions of the Company is set out in the prescribed form AOC-2, which forms part of the Annual Report 2023-24.
29. DISCLOSURES Meetings of the Board
Five Meetings of the Board of Directors were held during the year. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report.
The following mentioned Committees is to be reconstituted, as the Chairperson / members for being retiring from the respective committees. The Board of Directors of the Company has to be considered the reconstitution of the committees.
Audit Committee
The Audit Committee comprises of Mr. Yash Kumar Sehgal, (retiring-Chairman), Mr. Lalit Bhasin (retiring-member) and Mr. Luv Malhotra (member). During the year under review, recommendations, if any, made by the Audit Committee were accepted by the Board.
Nominationand Remuneration Committee
Nomination and Remuneration Committee comprises of Mr. Lalit Bhasin, (retiring-Chairman), Mr. Yash Kumar Sehgal(retiring-member) and Ms. Kajal Malhotra (member).
Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee comprises of Mr. Yash Kumar Sehgal, (retiring-Chairman), Mr. Lalit Bhasin(retiring-member) and Ms. Kajal Malhotra (member).
Risk Management Committee
The Risk Management Committee of the Company consists of Mr. Yash Kumar Sehgal, (retiring-Chairman), Mr. Lalit Bhasin, (retiring- member), Mr. Luv Malhotra, Member and Mr. Navneet Dhawan, Executive employee.
Corporate Social Responsibility Committee
Corporate Social Responsibility Committee comprises of Mr. Yash Kumar Sehgal, (retiring-Chairman), Mr. Lalit Bhasin, (retiring-member) and Mr. Luv Malhotra, Member.
30. BOARD EVALUATION
The performance evaluation of the Board, its Committees and Individual Directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation. Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors. Based on the questionnaire and feedback, the performance of every Director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC). The Meeting of NRC also reviewed performance of the Managing Director (qualitative).
A separate meeting of the Independent Directors ("Annual ID meeting") was convened on 12/02/2024, which reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Chairman & Managing Director. Post the Annual ID Meeting, the collective feedback of each of the Independent Director was discussed by the Chairman of the NRC with the Board's Chairman covering performance of the Board as a whole as well as performance of the Non-Independent Directors and performance of the Board Chairman.
Some of the key criteria for performance evaluation are as follows -
Performance evaluation of Directors
• Attendance at Board or Committee meetings.
• Contribution at Board or Committee meetings.
• Guidance/support to management outside Board/Committee meetings.
Performance evaluation of Board and Committees
• Degree of fulfillment of Key responsibilities
• Board structure and composition
• Establishment and delineation of responsibilities to committees.
• Effectiveness of Board processes, information and functioning.
• Board culture and dynamics.
• Quality of relationship between Board and Management.
• Efficacy of communication with external stakeholders.
31. PARTICULARS AS PER SECTION 134(3) (m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014.
(a) Conservation of Energy
Energy conservation continues to receive priority attention at all levels. All efforts are made to conserve and optimize use of energy with continuous monitoring, improvement in maintenance and distribution systems and through improved operational techniques. To give thrust on energy conservation, "optimum utilization of natural light", is focused on and energy saving lighting solution such as light emitting diodes and solar panel and devices such as automated controls and sensors are fitted in wherever necessary and feasible and it is being continuously adopted.
(b) Technology Absorption: Nil
(c) Foreign Exchange Earnings and Outgo
During the year under review, your company has earned Rs. 1424.45 Lacs Foreign Exchange (Previous Year Rs. 902.42 Lacs) and used foreign exchange to the extent of Rs. 6.09 Lacs (Previous year Rs. 4.01 Lacs).
32. ACKNOWLEDGEMENTS
Your Directors wish to convey their appreciation to the business associates for their support and contribution during the year. Your Directors would also like to thank Central Government and State Government especially Department of Tourism, employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support given by them to the Company and their confidence reposed in the management and the Company.