Juniper Hotels Ltd
Directors Reports
To
The Members
Your Directors have pleasure in presenting the 37th Annual Report of
your Company together with its Audited Financial Statements and the Auditors' Report
thereon for the financial year ended March 31, 2023.
FINANCIAL RESULTS
(Rs.in Crores)
|
Standalone |
Consolidated |
| Particulars |
(As per Ind-AS) |
(As per Ind-AS) |
|
March 31, 2023 |
March 31, 2022 |
March 31, 2023 |
March 31, 2022 |
| Sales and Other Income |
717.34 |
343.80 |
717.29 |
343.75 |
| Profit before Interest and Depreciation |
322.42 |
101.52 |
322.36 |
101.47 |
| Interest |
266.36 |
215.63 |
266.36 |
215.63 |
| Profit/(Loss) before Depreciation |
56.06 |
(114.11) |
56.00 |
(114.16) |
| Depreciation |
81.52 |
99.94 |
81.52 |
99.94 |
| Profit/ (Loss) Before Tax |
(25.46) |
(214.05) |
(25.52) |
(214.10) |
| Profit /(Loss) After tax |
(1.59) |
(188.16) |
(1.50) |
(188.03) |
| Other Comprehensive Income |
(0.36) |
0.50 |
(0.36) |
0.50 |
| Total Comprehensive (Loss)/Income for the year |
(1.96) |
(187.66) |
(1.86) |
(187.53) |
| Balance brought forward from previous year |
190.59 |
378.24 |
212.67 |
400.20 |
| Amount available for Appropriation |
188.63 |
190.59 |
210.81 |
212.67 |
| Balance carried to Balance Sheet |
188.63 |
190.59 |
210.81 |
212.67 |
The Company witnessed a sharp jump in business resulting insignificant
growth in Revenue from operations and EB1DTA. The hospitality industry witnessed a
significant growth in demand, further aided by an increase in leisure, social events,
conferences, and business travel . The hotel occupancy levels across segments are higher
and the ARRs are up significantly, leading to a higher flow-through and conversion.
Various strategic and tactical initiatives by the Company continue to yield positive
results.
During the year under review, the Company, on standalone basis,
achieved a total turnover of Rs. 717.34 Crores (Rs 343.80 Crores in 2021-22) on which it
made Profit/(Loss) before Tax of Rs. (25.46) Crores, Rs (214.05) Crores loss in the
previous year 2021-22. After accounting for net tax provision, the Company's Net
Profit/(Loss) for the year amounted to Rs. (1.96) Crores as against Rs. (187.66) Crores in
previous year 2021-22).
DIVIDEND
Your director has assessed the ongoing financial condition of company
and keeping the growth prospect of the business, board has decided not to recommend any
dividend for period under review and internal accrual will be part of retained earnings.
DIRECTORS & KEY MANAGERIAL PERSONNEL
During the year under review there are following changes in the
composition of Board of Directors and Key Managerial Personnel's of the Company
> Mr. Arun Kumar Saraf, Managing Director of the Company has been
redesignated as the Chairman and Managing Director of the Company as approved by Board at
their Board Meeting held on September 08,2023.
> Mr. Varun Saraf has resigned from the office of a director of the
Company with effect from September 08,2023. The Board took note of the same.
> Mr. Adam K Rohman has resigned from the office of a director of
the Company with effect from (une 09,2023. The Board took note of the same.
> Mr. Umesh Saraf has resigned from the office of a director of the
Company with effect from March 31,2023. The Board took note of the same.
> Mrs. Namita Saraf has been appointed as Non-Executive
Non-Independent Director w.e.f. September 08, 2023 as approved by Board at their Board
Meeting held on September 08,2023 and the shareholders of the Company on September 09,
2023.
> Mr. Elton Wong has been appointed as Non-Executive Non-Independent
Director w.e.f. September 08, 2023 as approved by Board at their Board Meeting held on
September 08, 2023 and the shareholders of the Company on September 09,2023.
> Mrs. Pallavi Shroff has been appointed as Non-Executive
Independent Director w.e.f. September 08, 2023 as approved by Board at their Board Meeting
held on September 08, 2023 and the shareholders of the Company on September 09, 2023.
> Mr. Tarun (aitly has been appointed as Chief Financial Officer of
the Company w.e.f. September 08, 2023 as approved by Board at their Board Meeting held on
September 08,2023
> Mr. Sandeep Joshi, Company Secretary of the Company has been
appointed as the Compliance Officer of the Company w.e.f. September 08, 2023 as approved
by Board at their Board Meeting held on September 08,2023
BOARD MEETINGS
During the year under review, the Board of Directors met four times.
The Board Meetings were held in Mumbai.
1. April 11,2022
2. August 08, 2022
3. November 28, 2022
4. March 23, 2023
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee constituted by the Board consists of 3 Members as
under:
| Name of Committee Members |
| Mrs. Pallavi Shardul Shroff, Independent Director |
| Mr. Arun Kumar Saraf, Managing Director |
| Mr. David Peters, Director |
During the year 2022-23, the Audit Committee met one time on August 08,
2022.
AUDITOR'S REPORT
The Auditor's Report does not contain any qualification,
reservation, adverse remark, or disclaimer. No fraud has been reported by the Auditor
under section 143(12) of the Companies Act, 2013 requiring disclosure in the Board's
Report. The notes to accounts referred to in the Auditors' report are self-
explanatory and therefore do not call for any further clarifications under Section 134 of
the Companies Act, 2013.
STATUTORY AUDITORS
At the Company's 35th AGM held on September 28, 2021, M/s S
R B C & CO LLP (Firm Registration Number 324982E/E300003), Chartered Accountants, has
been appointed as the Statutory Auditor of the Company for a term of 5 years to hold
office from the conclusion of the 35th Annual General Meeting until the
conclusion of the 40th Annual General Meeting of the Company. There has been no
change during the year under review.
REPORTING OF FRAUDS BY THE AUDITORS
During the year under review, the Statutory Auditors of the Company
have not reported any instances of frauds committed in the Company by its officers or
employees to the Board of Directors under Section 143(12) of the Companies Act, 2013 read
with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).
MAINTENANCE OF COST RECORDS
The maintenance of cost accounts and records as prescribed under
section 148(1) of the Companies Act, 2013 is not applicable to the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors
based on the representations received from the management confirms that:
(a) In the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with proper explanation relating to material
departures;
(b) The Directors 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 that period.
(c) The Directors 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) The Directors have prepared the Annual Accounts on a going concern
basis. Below is the note of Directors assessment on the Going Concern:
ASSESSMENT OF GOING CONCERN:
The Company had Positive Earnings before Interest, Tax and Depreciation
(EBITDA) in financial year 2022-23. The shareholders proactively arranged the funds to
meet the short-term and the long-term fund requirements of the Company. The Company
continues to maintain its track record of servicing all its debt obligation on time.
The Board of Directors based on the management plans have concluded
that there is no material uncertainty on the ability of the Company to continue as going
concern and the financial statements have been prepared on going concern basis.
(a) The Directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.
(b) The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF
REMUNERATION' AND DISCHARGE OF THEIR DUTIES
Since Company's status has been changed to public limited company
the provisions of Section 178(1) relating to constitution of Nomination and Remuneration
Committee are now applicable to the Company. The Company is in process of constitution of
Nomination Remuneration Committee and adoption of policy
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013
Loans
Mahima Holding Private Limited., a 100% subsidiary of the Company, has
not been generating any revenue and it could not pay the interest of Rs. 4.52 Lacs accrued
on the loans provided to it by the Company and in view of this, the accrued interest has
been added to the principal. The loans outstanding from the Mahima after the addition of
the unpaid interest stand at Rs. 67.50 Lacs (Rs. 62.40 Lacs as at end of the previous year
2021-22). Apart from these loans, the Company has not given any other loans covered by
Section 186 of the Companies Act, 2013.
Guarantees
The Company has not provided guarantees to any Company.
Investments
The Company's investment in the share capital of its 100%
subsidiary, Mahima Holding Private Ltd. amounts to Rs 5.99 Crores as on 31st
March, 2023 (Rs. 5.99 Crores as at the end of the previous year 2021-22).
The Company follows the provisions of Section 186 of the Companies Act,
2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All contracts/arrangements/ transactions entered by the Company as
defined under Section 188 of the Companies Act, 2013 during the financial year with
related parties were in the ordinary course of business and on an arm's length basis.
During the year, the Company has not entered into any contract / arrangement/ transaction
with related parties which could be considered material in accordance with the policy of
the Company on materiality of related party transactions. Details of the related party
transactions are given in the Financial Statements forming part of the Board's Report
TRANSFER TO RESERVES
No amount has been proposed to be transferred to the Reserves of the
Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been following material changes from the end of the
Financial Year to this which this Financial Statements relate:
1. Status of Company from ‘Private Limited" to "Public
Limited" has been changed w.e.f. August 28, 2023 and company is in process to adopt
the Compliances applicable to Public Company as per applicable law.
2. The Company has entered into Share Purchase agreement and Share Sale
and Purchase Agreement dated September 13, 2023 with Juniper Investments Limited
("JIL"), Saraf Hotels Limited ("SHL"), Chartered Hotels Private
Limited ("CHPL") and Two Seas Holdings Limited ("TSHL"), pursuant
which it has acquired equity shareholding of CHPL and has allotted 2,88,02,384 equity
shares to SHL, TSHL and JIL . Pursuant to which CHPL has become a wholly owned subsidiary
of the Company.
STATEMENT CONCERING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
POLICY OF THE COMPANY
The Hotel essentially caters to the business community and the revenue
stream is directly proportional to the growth in the other sectdrs. Further, the increase
in inventory of rooms within a radius of 5 kms would adversely affect the revenue of the
Hotel. The Company's marketing team is making concerted effort to mitigate the adverse
effects by drawing up an appropriate strategy under the guidance of the Management.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has constituted Corporate Social Responsibility Committee
consisting of two Members:
| Name of Committee Members |
| Mr. Varun Saraf, Non-Executive Director (resigned with effect from
September 08, 2023]# |
| Mr. Arun Kumar Saraf, Managing Director |
# The Company is in process of reconstitution of Corporate Social
Responsibility Committee
The Policy on Corporate Social Responsibility formulated by the
Committee has been adopted by the Board. The CSR spent is based on the average net profit
of the Company of the preceding three years.
On account of loss during the last three financial years from FY 2020
-21, FY 2021-22 and FY 2022-23 , there was no statutory requirement for the Company to
spend 2% of the net profit, towards CSR activities & Sustainability during the year
under review.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As at March 31,2023, the Company has one subsidiary company - Mahima
Holding Private Limited
The Annual Report and the Audited Statement of Accounts of Mahima
Holding Private Limited along with the Report of the Auditors thereon for the year ended
31st March, 2023 are annexed to this Board's Report together with draft consolidated
financials.
EXTRACT OF ANNUAL RETURN
As per the provisions of Section 92(3) of the Companies Act, 2013 an
extract of the annual return in Form No MGT 9 of the Companies (Management and
Administration) Rules, 2014 is annexed as Annexure I herewith and forms a part of this
report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS,
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant and material orders have been passed by the Regulators,
Courts, and Tribunals impacting the Going Concern Status and Company's operations in
future.
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.
STATUTORY DISCLOSURES
1) Conservation of Energy
The Company has been continuously getting energy audit conducted
through external agencies and installing equipments/machinery as recommended by them. This
has resulted in saving of power in terms of units. Further, the Company is constantly
taking effective steps to upgrade the efficiency of the existing utilities. The 2MW wind
turbine installed in Jath District, Maharashtra, has generated 2,040,056 units in 2022-23
(2,344,688 units in the previous year 2021-22).
2) Technology Absorption
As the Company does not have any significant manufacturing operations
as such and its Hotel forms part of the service industry, particulars pertaining to
technology absorption are not applicable to it.
3) Foreign Exchange Earnings and Outgo
Foreign Exchange earned during the year under review amounted to Rs.
142.70 Crores (previous year Rs. 28.20 Crores) and foreign exchange outgo was equivalent
to Rs. 46.90 Crores. (previous year Rs. 21.78 Crores).
HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS
Your Company continues to take new initiatives to further align its HR
policies to meet the growing needs of its business. People development continues to be a
key focus area of the Company. The industrial relations in all the units of the Company
remained cordial and peaceful throughout the year.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Board has put in place adequate internal controls commensurate with
the size and operations of the Company. During the year, such controls were tested and no
material weakness in the design or operation was observed.
SHARE CAPITAL
During the Year the authorized share capital of the Company has been
revised and increased from f 1,90,00,00,000/- (Rupees One Hundred and Ninety Crore Only)
divided into 19,00,00,000 (Nineteen Crore) Equity Shares of ^10/- {Rupees Ten Only) each
to ^3,00,00,00,000/- (Rupees Three Hundred Crore Only) divided into 30,00,00,000 (Thirty
Crores Only) Equity Shares nf ^10/- (Rupees Ten Only) each as approved the Board at their
Board Meeting held on August 04, 2023 and by shareholders at Extra Ordinary General
Meeting.
Pursuant to the Share Sale and Purchase Agreement dated September 13,
2023 with CHPL, SHL, TSH and JIL, Company shall be allotting 2,88,02,384 Equity Shares and
aaccordingly paid up capital of Company shall increase by 2,88,02,384 Equity Shares.
CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of the business during the year
under review.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted a declaration that each of
them meets the criteria for independence as provided in Section 149(6) of the Act and
there has been no change in the circumstances which may affect their status as an
Independent Director during the year under review.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7
of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has
established a vigil mechanism for its directors and employees to report their genuine
concerns/grievances. The mechanism also provides for adequate safeguards against
victimization of persons who use such mechanism and makes provisions for direct access to
the Audit Committee Chairman.
Your company hereby affirms that no Director/Employee has been denied
access to the Chairman of the Audit Committee and that no complaints were received during
the year.
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no applicable transactions during the year
under review:
1. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
3. The Managing Director does not receive any remuneration or
commission from the Company's subsidiary.
INSURANCE
All the assets of the Company including inventories, buildings, plant
and machinery are adequately insured. ,
CORPORATE GOVERNANCE
During the financial year 2022-2023, as a good governance the Company,
voluntarily follows the Corporate Governance requirements
In addition the Company has constituted an Audit Committee of the Board
which consists of three Members, including one independent director, as on March 31st,
2023. The Committee meets yearly reviews financials performance and recommend to the Board
of Directors for approval.
With effect from August 28, 2023, the status of Company has changed
from private limited to public limited and Company is in process of implementing corporate
governance guidelines applicable to the public limited companies.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Directors state that during the year under review, (here were no
cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
The Company has complied with the provisions relating to the
Constitution of Internal Complaints Committee under the aforesaid Act.