Dear Members,
The Board of Directors is delighted to present the 46th Annual Report of the Company
along with the Audited Financial Statements and Auditor's Report for the Financial Year
ended on 31st March 2025.
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 based on the Standalone and
Consolidated Financial Statements of the Company for the Financial Year ended 31st March
2025 ('year under review') and also present the key highlights of performance of the
Company as well as of its subsidiary during the year under review.
1. FINANCIAL HIGHLIGHTS
( inLakhs)
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| 1. Total Revenue |
11134.38 |
9336.16 |
15,229.92 |
15,401.05 |
| 2. Less: Expenses |
7583.64 |
6495.16 |
14,342.64 |
13,716.10 |
| 3. Profit/(Loss) before Tax and Prior |
3550.74 |
2841.01 |
887.28 |
1,684.95 |
| period items |
|
|
|
|
| 4. Prior Period Items-Income / |
(114.16) |
- |
(114.16) |
- |
| (Expenses) |
|
|
|
|
| 5. Profit/(Loss) before Tax |
3436.57 |
2841.01 |
773.12 |
1,684.95 |
| 6. Less : Net Tax Expenses |
944.02 |
733.38 |
944.02 |
733.38 |
| 7. Profit/(Loss) after Tax |
2492.56 |
2107.63 |
(170.90) |
951.57 |
| 8. Other Comprehensive Income |
(17.55) |
(0.05) |
(17.55) |
(0.05) |
| 9. Total Comprehensive Income/(Loss) |
2475.01 |
2107.57 |
(678.23) |
622.21 |
| 10. Reserves and Surplus |
16839.82 |
14304.34 |
(13,198.84) |
(12,581.08) |
The gross revenue of the Company for the year under review at Rs.11134. 38 Lacs was
higher by 19.26% as compare than that of the previous year's gross revenue which was at
Rs.9336.16Lacs.
The Profit/(Loss) before tax after depreciation and finance cost at Rs.3436.57 Lacs was
higher by 21.00 % for the year under review as compared to Rs. 2841.01 Lacs for the
previous year.
Net Profit/(Loss) after providing tax for the year under review was Rs.2492.56 Lacs was
higher by 18.26% as compared to Rs. 2107.63
Lacs for the previous year.
The total comprehensive income for the year under review was Rs. 2475.01 lacs was
higher by 17.43 %as compared to the Rs. 2107.57lacs for the previous year.
2. FINANCIAL STATEMENTS
A. Standalone Financial Statements
The annexed financial statements is in accordance with the Indian Accounting Standards(
' Ind AS ' ) notified under section 133 of the
Companies Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015, as
amended from time to time and other relevant provisions of the Act.
B. Consolidated Financial Statements
The directors also present the audited consolidated financial statements incorporating
the duly audited financialstatements 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 neither declared nor recommended any dividend during the year under
review.
4. HOSPITALITY BUSINESS PERFORMANCE
India's travel and tourism sector is expected to contribute a staggering Rs 22 lakh
core to the Indian economy in 2025, with employment in the sector likely to exceed 48
million as a surge in both foreign and domestic tourists drive growth, according to the
latest report released by the World Travel and Tourism Council (WTTC).
India's tourism sector, rich in heritage, culture, and diversity, is emerging as a
global favorite and a key driver of economic growth. Recognizing its potential for
employment-led development, the Union Budget 2025-26 has allocated 2541.06 crore to
enhance infrastructure, skill development, and travel facilitation. A major initiative
includes developing 50 top tourist destinations in partnership with states through a
challenge mode, ensuring world-class facilities and connectivity. With committed efforts,
tourism is set to drive India ' s progress toward becoming a developed nation by 2047.
According to the National Council for Tourism Data & Research (NCTDR), India is
expected to welcome 19.2 million international tourists in 2025, marking an 8.6% increase
year-on-year.
India's tourism industry is projected to continue its upward trajectory in 2025,
despite emerging challenges. International tourist arrivals are expected to grow from 17.7
million in 2024 to 19.2 million, reflecting an 8.6% increase. Correspondingly, tourism
revenue is forecasted to rise by 9.5%, reaching $43.7 billion, up from $39.9 billion last
year. The average hotel price in India ' s top cities is projected to increase by 11%,
from 7,300/night to 8,100/night.
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL ( ' KMP ' )
During the period under review, the change in Directors and KMP as below:
(a) Re-appointment of retiring Director
Ms. Kajal Malhotra (DIN: 01319170) Director who retires by rotation as a Director of
the Company at the forthcoming Annual General
Meeting and being eligible, has offered herself for re-appointment. The Board
recommends the re-appointment of Ms. Kajal Malhotra as a
Director on the Board.
(b) Appointment of Independent Directors
(i) Mr. Rakesh Mathur (DIN: 02285801): Mr. Rakesh Mathur was appointed as an
Independent Director at 45th Annual General Meeting of the Company held on the 27th
September, 2024 for a period of 5 (Five) Consecutive years, not liable to retire by
rotation, constituting first term of five consecutive years from September 29, 2024 to
September 28, 2029.
(ii) Mr. Ashish Kapur (DIN: 00002320):Mr. Ashish Kapur was appointed as an Independent
Director at 45thAnnual General Meeting of the company held on the 27th September, 2024 for
a period of 5 (Five) Consecutive years, not liable to retire by rotation, constituting
first term of five consecutive years from September 29, 2024 to September 28, 2029.
(c) Retiring Independent Directors
Pursuant to section 149(11), " no Independent director shall hold office for more
than two consecutive terms [five consecutive years 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 Directors are as hereunder:
(i) Mr. Lalit Bhasin (DIN: 00002114): He was reappointed as an Independent
Director at 35th Annual General Meeting of the company held on the 29th September, 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 An -nual 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 35th Annual General Meeting of the company held on the 29th September, 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 35th Annual General Meeting of the company held on the 29th
September, 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.
(d) Other Independent Director
(i) Mr. Alkesh Tacker (DIN: 00513286): Mr. Alkesh Tacker 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 Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board agreed that the Independent Directors satisfactorily meet the required criteria
of independence.
In pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Luv
Malhotra as Managing Director, Mr. Gopal Prasad as
Chief Financial Officer and Mr. Dinesh Kumar Maurya as Company Secretary are comprises
as the Key Managerial Personnel of the
Company.
As on 31st March 2025, the composition of the Board of Directors of CHL Limited as
below:
| Name of Directors |
Position |
| Mr. Luv Malhotra |
Managing Director |
| Mr. Gagan Malhotra |
Executive Director |
| Ms. Kajal Malhotra |
Non-Executive Non-Independent Woman Director |
| Mr. Alkesh Tacker |
Non-Executive Independent Director |
| Mr. Rakesh Mathur |
Non-Executive Independent Director |
| Mr. Ashish Kapur |
Non-Executive Independent Director |
There is no appointment or resignation of Key Managerial Personnel (KMP)during the
Financial Year 2024-25. While, change in Directorship and KMP post closure of Financial
Year 2024-25, as below:
M r. Gagan Malhotra (DIN: 00422762) was resigned from the position of Executive
Whole-time Director with effect from 16.06.2025. The
Board of Directors were intimated and approved through resolution passing by
circulation dated 16.06.2025.
Mr. Ayush Rai, (M.No.A61075) has appointed as the Company Secretary and
ComplianceOfficer of the company w.e.f. 13th August, 2025 with the commencement of
Business hours, in place of Mr. Dinesh Kumar Maurya who has resigned from the post of
Company Secretary and Compliance Officer of CHL Limited w.e.f 12th August, 2025, with the
closing of business hours.
6. MANAGEMENT DISCUSSION AND ANALYSIS
In pursuant to Regulation 34(2)(e) the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 Management Discussion and Analysis Report enclosed as an
integral part of the Integrated Annual Report.
7. SUBSIDIARY AND ASSOCIATE COMPANY
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 " .
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 subsection(3) of Section129 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 2024 -25.
8. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION
AND 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 at work place in line
with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and rules made thereunder, the Company has also constituted an
Internal Complaint Committee (ICC). The particulars of the complaints and their redressal
for the year ended 31st December 2024 as below:
|
FY 2024 |
| (a) number of complaints of sexual harassment received in the
year; |
0 |
| (b) number of complaints disposed -off during the year; |
0 |
| (c) number of cases pending for more than ninety (90) days. |
2 |
9. 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 Company has a Whistle-Blower Policy in place to report concerns about
unethical behavior, actual or suspected fraud or violation of the Company's Code of
Conduct. The Vigil Mechanism Policy is available on the website of the Company at
www.chl.co.in under investors section, the link of policy as below:
https://chl.co.in/assets/pdf/Whistle%20Blower%20and%20Vigil%20Mechanism%20Policy.pdf
10. ANNUAL RETURN
The Annual Return of the Company as on March 31, 2025, is available on the website of
the Company, the link as below: https://chl.co.in/welcome/investor/form_MGT-7
11. 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.
12. 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.
13. 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 2024-25, 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 Financial Year; iii. They have taken proper and sufficient care to the
best of their knowledge records in accordance with the provisions of the Act. They confirm
that there are adequate systems and controls for safeguarding 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.
14. CORPORATE GOVERNANCE
Your Company has taken adequate steps to ad here all the stipulations laid down in the
Listing Regulation. A report on the Corporate
Governance along with certificate from Practicing Company Secretary, A. CHADHA &
ASSOCIATES confirmingthe Compliance is included as part of the report.
15. LISTING WITH STOCK EXCHANGE
The Listing fee is being paid for the year ?€“ 2025-26 to the BSE Limited,
where the Company's Shares are listed.
16. (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. Details as per mentioned in the Corporate
Governance Report.
17. DEMATERIALISATION OF SHARES
As on 31st March, 2025, the total paid up Equity Share Capital of the Company is
Rs.109,636,580 comprising of 5,48,18,290 Equity
Shares of Face Value of Rs. 2/-each. Out of the total Equity Shares, of
5,41,00,249(98.690%) Equity Shares of the Company stand in dematerialized and balance
7,18,041(1.310%) Equity Shares are still in physical form.
18. AUDITORS 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 reappointed for a period of one
year from the conclusion of 44th AGM of company till the conclusion 45th AGM of company.
The same Statutory Auditors again re-appointed for the period of two years from the
conclusion of 46th AGM of company till the conclusion 48th AGM of company. Their tenure is
coming to end from the conclusion of the 46th 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 on 26th May, 2025 re-appointed as a Statutory Auditor of the company for the
period of two years from the conclusion of 46th Annual General Meeting of the company till
the conclusion of 48th Annual General Meeting of the company. In the ensuing Annual
General Meeting, the firm is being appointed as per the Notice of the 46th
The Audit Committee in its meeting held on 26.05.2025 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
In compliance with SEBI circular no. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated
December 31, 2024 and pursuant to the amended provisions of Regulation 24A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('SEBI LODR Regulations') and provisions of Section 204 of the Companies
Act, 2013 ('Act') & Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Audit Committee, and the Board of Directors at
their meetings held on August 12, 2025 have considered, approved and recommended the
appointment of M/s. A. Chadha & Associates, Gurugram, (Peer Review
Certificate No. 4752/2023), Company Secretaries in Practice (CP N0. 3732) as
Secretarial Auditors of the Company for a term of 5(Five) consecutive years from the
conclusion of 46th Annual General Meeting ('AGM') till the conclusion of 51st AGM of the
Company.
19. AUDITOR ' S REPORT
Statutory Auditor's Report
The Report of the Statutory Auditors of the Company along with the Notes to Schedules
forms part of the Annual Report 2024-25 and contains an Unmodified Opinion . without any
qualification, reservation,disclaimeror adverse remark The Statutory Auditors of the
Company have not reported any fraud as specified in Section 143(12) of the Companies Act,
2013.
Secretarial Auditor's Report
The Secretarial Auditor's Report has been attached in the form of MR-3, as a part of
Annual Report.
20. 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.
21. INTERNALCONTROL
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 set out in the
Management Discussion & Analysis report which is attached and forms part of this
Report.
22. RISK MANAGEMENT
The Risk Management is over seen 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.
23. CHANGE IN THE NATURE OF BUSINESS
During the year under review, there has been no change in the nature of business of the
Company.
24. 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.
25. DEPOSITS
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.
26. CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per section 135 and Schedule VII of the Companies Act, 2013, your Company has
already constituted the Corporate Social Responsibility Committee of Board of Directors.
The present members are Mr. Alkesh Tacker, Chairman, Mr. Ashish Kapur, Member and Ms.
Kajal 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. The
link of CSR Policy as below under investor section:www.chl.co.in
27. 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 the recommendation of the Audit Committee,
adopted a policy to regulate transactions if any, between the Company and its Related
Parties, in compliance with the applicable provisions of the Companies Act, 2013, the
Rules thereunder 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.The link of the policy as below:
https://chl.co.in/assets/pdf/Policy%20on%20dealing%20with%20Related%20Party%20Transactions.pdf
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 2024-25.
28. 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 Board of Directors in their meeting held on 27th September, 2024, has been
reconstituted various committees, as the Chairperson / members for being retiring from
their respective committees. As on 31st March, 2025, the details of various committees are
hereunder: (a) AUDIT COMMITTEE
| Name of Members |
Position (Membership and Chairmanship) |
| Mr. Ashish Kapur |
Chairman |
| Independent Director |
|
| Mr. Rakesh Mathur |
Member |
| Independent Director |
|
| Mr. Luv Malhotra |
Member |
| Managing Director |
|
(b) NOMINATION AND REMUNERATION COMMITTEE
| Name of Members |
Position (Membership and Chairmanship) |
| Mr. Rakesh Mathur |
Chairman |
| Independent Director |
|
| Mr. Ashish Kapur |
Member |
| Independent Director |
|
| Ms. Kajal Malhotra |
Member |
| Non-Executive Non-Independent Director |
|
(c ) STAKEHOLDERS RELATIONSHIP COMMITTEE
| Name of Members |
Position (Membership and Chairmanship) |
| Mr. Rakesh Mathur |
Chairman |
| Independent Director |
|
| Mr. Alkesh Tacker |
Member |
| Independent Director |
|
| Mr. Luv Malhotra |
Member |
| Managing Director |
|
(d) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
| Name of Members |
Position (Membership and Chairmanship) |
| Mr. Alkesh Tacker |
Chairman |
| Independent Director |
|
| Mr. Ashish Kapur |
Member |
| Independent Director |
|
| Ms. Kajal Malhotra |
Member |
| Non-Executive Non-Independent Director |
|
The performance evaluation of the Board, its Committees and Individual Directors was
conducted and the same was based on questionnaire and feed back 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 10/02/2025, which reviewed the
performance of the Board (as a whole), the Non-Independent Directors and the 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.
30. PARTICULARS AS PER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8
OF THE COMPANIES (ACCOUNTS)
RULES2014.
(a) Conservation of Energy
Energy conservation continues to receive priority attention at alll evels. 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 suchasautomatedcontrolsandsensorsarefittedin 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. 1233.29 Lacs Foreign Exchange
(Previous Year Rs. 1424.45Lacs) and used foreign exchange to the extent of Rs. 0.76 Lacs
(Previous year Rs. 6.09 Lacs).
31. The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end
of the financial year.
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 by CHL Limited and Late
Dr. L K Malhotra respectively.
EXIM Bank filed an application being CP No. IB-392 (PB)/2017 under section 7 of the
Insolvency and Bankruptcy Code, 2016 (IBC) before
National Company Law Tribunal, Delhi (NCLT), against CHL Limited, which was dismissed
vide order dated 11.01.2018 on the ground that there was no default on the part of the
borrower. This judgement was upheld by the National Company Law Tribunal (NCLT) through
its judgement and order dated 16.01.2019. This judgement and order dated 16.01.2019 was
challenged by EXIM Bank through Civil Appeal No. 1671 of 2019, titled as Export Import
Bank of India Vs CHL Limited before the Hon'ble Supreme Court which is pending
adjudication.
EXIM Bank also filed original application through OA No. 508/2020, titled as EXIM Bank
Vs CHL Limited converted to TA No. 224/2022,
Exim Bank Vs CHL Limited claiming an amount of USD 44,611,207 along with pendent lite
and future interest, before Debt Recovery Tribunal ?€“ III, New Delhi
(DRT-III), which is pending adjudication.
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 Settlement (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.
The OTS is under implementation as on 31st March, 2025.
EXIM Bank filed an application bearing I.A No. 189/2024 in Transfer Application No. 224
of 2022 titled as EXIM Bank vs CHL Limited before Debt Recovery Tribunal-III, thereby
bringing on record, the above OTS. Moreover, CHL Limited also filed an application for
bringing on record inter-alia the judgements passed by the Economic Court of Dushanbe
bearing no 332/2024 in IA No. 224/2022.
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.
32. The details of differencebetween amount of the valuation done at the time of one
time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof.
No such difference in valuation done for OTS during period under review.
33. A statement by the company with respect to the compliance to the provisions
relating to the Maternity Benefits Act, 1961. The company has been filed various forms
under the Maternity BenefitAct, 1961 regularly and complied with the applicable statute.
34. The Company has already constituted the Nomination and Remuneration Committee
covered under sub-section (1) of section 178, company's policy on directors ' appointment
and remuneration including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under sub-section (3) of section
178; The details of Nomination and Remuneration Committee are as hereunder: - NOMINATION
AND REMUNERATION COMMITTEE
| Name of Members |
Position (Membership and Chairmanship) |
| Mr. Rakesh Mathur |
Chairman |
| Independent Director |
|
| Mr. Ashish Kapur |
Member |
| Independent Director |
|
| Ms. Kajal Malhotra |
Member |
| Non-Executive Non-Independent Director |
|
The state of the Company ' s affairs is more described in the Management Discussion and
Analysis attached with the Board ' s Report.
36. The amounts, if any, which it proposes to carry to any reserves:
The amounts, if any, which it proposes to carry to any reserves is more prescribed
under the Note No. 12 of the Financial Statements (Standalone & Consolidated) for the
year ended on 31st March, 2025, respectively.
37. The names of companies which have become or ceased to be its Subsidiaries, joint
ventures or associate companies during the year; NIL
38. 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.
| For and on behalf of the Board |
|
| Luv Malhotra |
Kajal Malhotra |
| Managing Director |
Director |
| DIN: 00030477 |
DIN: 01319170 |
| Place: New Delhi |
|
| Date: 12th August, 2025 |
|
