Dear Members,
Chalet Hotels Limited
The Board of Directors present your Company's Fortieth Annual Report
along with the Audited Financial Statements for the Financial Year ended March 31, 2025.
FINANCIAL HIGHLIGHTS
Your Company's financial performance for the Financial Year ended March
31, 2025 is summarized below:
(? in million)
Particulars |
Standalone |
Consolidated |
For the year
ended |
For the year
ended |
March 31, 2025 |
March 31, 2024 |
March 31, 2025 |
March 31, 2024 |
Revenue from Operations |
16,265.65 |
13,915.56 |
17,178.25 |
14,172.52 |
Other Income |
551.51 |
271.07 |
362.97 |
197.86 |
Total Income |
16,817.16 |
14,186.63 |
17,541.22 |
14,370.38 |
Total Expenses |
9,174.68 |
8,211.03 |
9,819.33 |
8,326.60 |
EBITDA |
7,642.48 |
5,975.60 |
7,721.89 |
6,043.78 |
Depreciation and Amortization
Expenses |
1,571.46 |
1,358.12 |
1,787.96 |
1,383.70 |
Finance Costs |
1,371.23 |
1,932.67 |
1,590.82 |
1,966.55 |
Profit Before Tax |
4,699.79 |
2,684.81 |
4,343.11 |
2,693.53 |
Tax expense/(credit) |
2,984.08 |
(98.01) |
2,918.17 |
(88.28) |
Profit for the year |
1,715.71 |
2,782.82 |
1,424.94 |
2,781.81 |
Total Comprehensive Income for
the year |
1,710.69 |
2,774.43 |
1,423.51 |
2,773.42 |
Earnings per equity share -
Basic (?) |
7.86 |
13.56 |
6.53 |
13.54 |
Earnings per equity share -
Diluted (?) |
7.85 |
13.54 |
6.52 |
13.53 |
APPROPRIATIONS / DIVIDEND
The Company has adopted a Dividend Distribution Policy, setting out the
broad principles for guiding the Board and Management in the matters concerning
declaration and distribution of dividend pursuant to Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'). The
same is annexed as Annexure I hereto and is also available on the Company's website
at www.chalethotels. com/wordpress/wp-content/uploads/2023/11/Dividend-
Distribution-Policy.pdf.
In line with the Dividend Distribution Policy and considering the
Company's growth trajectory, no dividend is being recommended by the Board of Directors on
the Equity Shares of the Company for the year under review.
Further, an amount of ? 1,710 million has been transferred to Retained
Earnings for the year under review.
Pursuant to the applicable provisions of the Companies Act, 2013 ('the
Act'), read with the Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 ('the IEPF Rules'), all unpaid or unclaimed dividends are
required to be transferred by the Company to the IEPF; established by the Government of
India, after completion of seven years. Further, according to IEPF Rules, the shares on
which dividend has not been paid or claimed by the shareholders for seven consecutive
years or more shall also be transferred to the demat account of the IEPF Authority. The
Company does not have any unpaid or unclaimed dividends and accordingly, the aforesaid
provisions are not applicable to the Company.
BUSINESS UPDATE Expansion/Milestones
The Company continues to pursue growth opportunities in line with its
strategy to diversify the portfolio in terms of geography and offering. During the year
under review, the Company acquired Mahananda Spa and Resorts Private Limited, a Company
headquartered in Rishikesh, owning The Westin Resort & Spa, Himalayas, a 141 room
hotel at Rishikesh in the state of Uttarakhand.
The Company also commissioned its commercial offering at Powai in
Mumbai viz. CIGNUS Powai? Tower 1 and the property has seen strong leasing momentum.
The residential project at Koramangala, Bengaluru has received
Occupancy Certificates for 9 buildings and more than 90% of inventory has been sold as on
date.
Financial
The Company continued to strengthen its position and has reported
strong operational and financial performance across all four quarters this year. The Total
Income of the Company increased by 18.54%, reaching ? 16,817 million on a standalone level
and by 22.07%, reaching ? 17,541 million on a consolidated level. This growth is
attributed to our strong asset portfolio, stringent cost management, and a strong focus on
maximizing revenue streams across all assets. Hospitality Revenue of ? 14,296 million
contributed to 8789% of Total Revenue and the Rental & Annuity Revenues at ? 1,970
million contributed to 12.11% of the Company's Total Revenue for the Financial Year ended
March 31, 2025. The Net Profit after Tax of the Company stood at ? 1,716 million as
compared to ? 2,783 million for the previous year.
A detailed analysis of the business and financial performance is
included in the Management Discussion and Analysis report which forms a part of this
Annual Report.
DEVELOPMENT PIPELINE
The Company is working on various projects that are at different stages
of completion towards capacity addition as well as upgradation of existing assets:
Hospitality
- ~125-130 additional guest rooms at Bengaluru Marriott Hotel
Whitefield
- ~280 room hotel viz. Hyatt Regency' at Airoli, Navi Mumbai
- ~170 room 5-star luxury hotel at Varca in Goa
Subsidiaries:
- renovation of 80 rooms at The Dukes Retreat, Khandala has been
completed during the year under review and further addition of ~65-70 rooms is underway
- ~385-390 room Taj' at Terminal 3, Delhi International
Airport
Rental & Annuity
- construction work at the CIGNUS PowaiR Tower 2 has commenced and is
expected to be completed in FY 2027.
Residential Project - Koramangala, Bengaluru
- The first 9 towers of the project are ready for handover and the
process will be commenced soon. Unit sales for the project and pricing are trending higher
than expected. Construction work on the last 2 residential towers and the commercial
building is underway.
CAPITAL STRUCTURE Authorized Share Capital
During the year under review, there was no change in the Authorized
Share Capital of the Company. The Authorized Share Capital of your Company as on March 31,
2025 is
5,981,000,000 consisting of 38,21,00,000 Equity Shares of Face Value
of 10 each amounting to 382,10,00,000 and 21,600 Preference Shares of Face Value of
1,00,000 each amounting to 216,00,00,000.
Paid-up Equity Share Capital
During the year under review, the Paid-up Equity Share Capital of your
Company increased by 12,98,14,070 from 205,47,40,080 to 218,45,54,150.
- Pursuant to approval of the Members through a Special Resolution by
means of Postal Ballot on March 10, 2024, the Company raised funds through a Qualified
Institutions Placement (QIP') by issue and allotment of 1,26,26,263 fully
paid-up Equity Shares to the eligible Qualified Institutional Buyers on April 03, 2024.
The proceeds of the QIP were utilized towards repayment/pre-payment of certain outstanding
borrowings and towards general corporate purposes.
- Eligible Employees have exercised 3,55,144 Stock Options resulting in
issue and allotment of 3,55,144 fully paid-up Equity Shares having a face value of 10
each under CHL Employee Stock Option Plan 2022.
The Paid-up Equity Share Capital of your Company as on March 31, 2025
stands at 218,45,54,150 comprising of 21,84,55,415 Equity Shares having a Face Value of
10 each.
Paid-up Preference Share Capital
Your Company had entered into a Subscription Agreement dated June 04,
2018 with Mr. Ravi C. Raheja and Mr. Neel C.
Raheja, Promoters of the Company, wherein they had agreed to provide
your Company with funds required to meet any costs, expenses and liabilities pertaining to
the Koramangala Residential project, by way of subscription by themselves or by their
Designated Nominees to 20,000 Zero Coupon Non-Cumulative, Non-Convertible, Redeemable
Preference Shares (NCRPS'/Subscription Securities') of 100,000
each in two series (viz. Series A and Series B) of 10,000 NCRPS each, aggregating to
2,000 million (Initial Subscription Amount).
The Company redeemed 1,600, 0.001% Non-Cumulative Redeemable Preference
Shares having a Face Value of 1,00,000 each on May 27, 2024 with the consent of the
Preference Shareholders and pursuant to the approval of the Board of Directors at their
meeting held on May 13, 2024.
The Paid-up Preference Share Capital of your Company as on March 31,
2025 was 200,00,00,000 comprising of 20,000, 0.00% Non-Cumulative, Non-Convertible
Redeemable Preference Shares having a Face Value of 1,00,000 each.
BORROWINGS
The Company avails of credit facilities from time to time to be
deployed for various purposes such as capital expenditure and working capital requirements
and repayment of high cost debt. During the year under review, the Company availed of
additional borrowings amounting to 5,988 million and repaid 9,898 million existing
debt. As on March 31, 2025, the Company's borrowing stood at 20,908 million on a
standalone basis and at 23,574 million on a consolidated basis (both excluding
Preference Share Capital, amounting to 1,969 million), as compared to 24,762 million
on a standalone and 26,855 million on a consolidated basis (excluding Preference Share
Capital and Loan from Promoter-Directors, amounting to 2,648 million) as at
March 31, 2024.
Debentures
The Company has on March 25, 2025, issued and allotted 7,500, 8.35%
Listed, Rated, Secured, Non-Cumulative, Taxable, Transferrable, Redeemable,
Non-Convertible Debentures (Listed NCDs') having a Face Value of 1,00,000
each on a private placement basis. The proceeds of the said Listed NCDs have been utilized
towards repayment of outstanding Overdraft/ Working Capital Demand Loan balances of the
Company.
Credit Ratings
The Company had the following Credit Ratings as on March 31, 2025: ICRA
Limited: Long Term Banking Facilities (Fund based and unallocated limits) are rated as
[ICRA] A+ (Outlook: Positive) (Previous Rating: [ICRA] A (Outlook: Positive)) and Short
Term Banking Facilities (Non-Fund based and unallocated limits) are rated as [ICRA] A1
(Previous Rating: [ICRA] A1).
India Ratings & Research Private Limited: Term Loans,
Non-Convertible Debentures and Fund-based Working Capital limits are rated as IND AA- /
Stable (Previous Rating: IND A-/Positive) and Non-Fund based Working Capital limits are
rated as IND A1+ (Previous Rating: IND A2+).
CRISIL Ratings Limited: Non-Convertible Debentures are rated as CRISIL
AA-/Stable.
DEPOSITS
Your Company has neither accepted nor renewed any amount falling within
the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014 during the year under review. As such, no amount on account of
principal or interest on deposits from public was outstanding as on the date of the
Balance Sheet.
LOAN FROM DIRECTORS
Pursuant to the Subscription Agreement entered into with the Company on
June 04, 2018, Mr. Ravi Raheja and Mr. Neel Raheja, Promoters and Non-Executive Directors
of the Company had agreed to provide financial support for the Koramangala Project in
addition to the Initial Subscription as and when required. In view of the same and
pursuant to the approval of the Board of Directors and the Members of the Company, Mr.
Ravi Raheja and Mr. Neel Raheja had extended interest free loans aggregating to 1,100
million to the Company which has been repaid entirely as on March 31, 2025.
LOANS, INVESTMENTS, GUARANTEES AND SECURITIES
Your Company is engaged in infrastructural activities'
covered under Schedule VI of the Act and is therefore exempt from the provisions of
Section 186 of the Act with regards to Loans, Investments, Guarantees and Securities.
Details of loans given, guarantee and security provided in connection with loan and
investments made by your Company are given in Note No.60 of the Standalone Financial
Statements.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review, your Company earned foreign exchange of
6,112 million as compared to 4,916 million in the previous year.
The total foreign exchange outgo of your Company during the year under
review was 1,630 million as compared to 1,557 million in the previous year.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
The Company has six subsidiaries and three associates as on the date of
this Report. There has been no material change in the nature of the business of the
subsidiaries. The Company does not have any Joint Venture.
Brief updates in relation to each subsidiary for the year under review
are as given below:
- Chalet Hotels & Properties (Kerala) Private Limited is a
subsidiary of your Company, which had insignificant or no operations during the year under
review.
- Chalet Airport Hotel Private Limited (CAHPL') is a wholly
owned subsidiary of the Company having the same line of business as its Holding Company.
CAHPL is developing a ~385-390 room hotel at Terminal 3 at Delhi International Airport
which is to be branded as Taj' and has entered into a Franchise and Technical
Services & Development Assistance Agreement with The Indian Hotels Company Limited in
this regard.
- The Dukes Retreat Private Limited (Dukes') is a subsidiary
of the Company and owner and operator of The Dukes Retreat, Khandala which will be a 147
room full service resort, post completion of capacity addition which is currently
underway.
- Sonmil Industries Private Limited (Sonmil') is a wholly
owned subsidiary of the Company owning the land on which The Dukes Retreat, Khandala is
situated.
- Mahananda Spa and Resorts Private Limited is a wholly owned
subsidiary and owning company of The Westin Resort & Spa, Himalayas, a 141 room hotel
at Rishikesh in the state of Uttarakhand.
- Ayushi and Poonam Estates LLP is the owning entity of Courtyard by
Marriott, Aravali Resort, a 158 room hotel in the National Capital Region (NCR).
The Board of Directors on February 10, 2025 approved the acquisition of
Mahananda Spa and Resorts Private Limited, owning company of The Westin Resort & Spa,
Himalayas, a 141 room hotel at Rishikesh. Accordingly, the Company has considered the
period from February 11, 2025 to March 31, 2025 for the purpose of purchase price
allocations/consolidation of financial statements of the said company.
The Board of Directors of the Company had approved the amalgamation of
Sonmil and Dukes, which are wholly owned subsidiary and subsidiary of the Company
respectively, with the Company, which inter-alia aims at simplified corporate structure,
synergy in operations, greater financial strength and improvement in the position of the
merged entity. Thereafter, the Company had filed a Scheme of Arrangement and Amalgamation
of Sonmil and Dukes with the Company. Pursuant to the Order dated March 18, 2025 passed by
the Hon'ble National Company Law Tribunal, Mumbai Bench, a meeting of the Equity
Shareholders of the Company is proposed to be convened and held on May 13, 2025 for
approval of the said Scheme.
In terms of provisions of Section 136 of the Act, the Audited Financial
Statements of the subsidiary companies can be accessed on the website of the Company viz.
www.chalethotels. com/annual-reports/.
Your Company holds 33.1% of the Equity Share Capital of Krishna Valley
Power Private Limited, 26.1% in Sahyadri Renewable Energy Private Limited and 26% in TP
Agastaya Limited, being entities engaged in generation of hydropower and solar power
respectively. Your Company continues to hold the aforesaid securities, however it does not
have the ability to participate and neither is involved in the operations and/ or relevant
activities of these companies/ entities, nor has exposure or rights to variable returns.
Hence, the aforementioned entities have not been considered as Associate companies in the
consolidation of Financial Statements.
The Consolidated Financial Statements of your Company and its
Subsidiaries, prepared in accordance with the relevant Accounting Standards, duly audited
by the Statutory Auditors, forms part of this Annual Report. The statement under Rule 5 of
the Companies (Accounts) Rules, 2014 relating to Subsidiaries and Associates in Form AOC-1
is annexed as Annexure II to this Report.
As at the end of the year under review, the Company has one material
subsidiary, i.e. Mahananda Spa and Resorts Private Limited. The policy for determining
material subsidiaries has been disclosed on the Company's website at
www.chalethotels.
com/wordpress/wp-content/uploads/2024/02/Policy-for-Determination-of-Material-Subsidiaries.pdf.
MANAGEMENT DISCUSSION & ANALYSIS, CORPORATE GOVERNANCE AND BUSINESS
RESPONSIBILITY & SUSTAINABILITY REPORTS
A detailed note on the state of the Company's affairs is covered
in the Management Discussion & Analysis section of the Annual Report.
Your Company has complied with the Corporate Governance requirements
under the Act and Listing Regulations, the details of which are mentioned in a separate
section viz. Report on Corporate Governance.
Further, the Business Responsibility & Sustainability Report, also
forms an integral part of this Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors, on the basis of the recommendation of the
Compensation, Nomination and Remuneration Committee, at its meeting held on October 24,
2024 appointed Mr. Shwetank Singh (DIN: 02976637), who was the Chief Growth and Strategy
Officer, as the Executive Director of the Company for a period of three years w.e.f
October 24, 2024. The said appointment was approved by the Members of the Company through
Postal Ballot on December 13, 2024.
In accordance with the Act and the Articles of Association of the
Company, Dr. Sanjay Sethi (DIN: 00641243) is liable to retire by rotation and being
eligible, has offered himself for re-appointment. Accordingly, the re-appointment
of Dr. Sanjay Sethi is being placed for approval of the Members at the ensuing Annual
General Meeting (AGM'). The information pertaining to the Director being
re-appointed as required pursuant to the Listing Regulations and Secretarial Standard-2,
forms part of the Notice convening the AGM.
During the year under review, none of the Non-Executive Directors of
the Company had any pecuniary relationship or transactions with the Company, other than
receipt of Sitting Fees towards attending meetings of Board of Directors and / or
Committees thereof. Further, pursuant to the approval of the Members of the Company at the
AGM held on August 10, 2023, the Independent Directors of the Company will be paid
Commission for the Financial Year 2025.
During the year under review, Mr. Milind Wadekar stepped down as the
Chief Financial Officer and a Key Managerial Personnel of the Company with effect from
June 30, 2024 and Mr. Nitin Khanna was appointed as the Chief Financial Officer and
consequently as a Key Managerial Personnel with effect from July 1, 2024. Mr. Rajneesh
Malhotra, Chief Operating Officer, who was designated as a Key Managerial Personnel of the
Company also stepped down with effect from October 31, 2024. Except as stated above, there
were no other changes in the Directors and Key Managerial Personnel of the Company during
the year under review.
ANNUAL RETURN
As provided under Sections 92(3) and 134(3)(a) of the Act, read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended from time
to time, the draft Annual Return of your Company in Form MGT-7 for the Financial Year
2025, is hosted on the website of your Company at www. chalethotels.com/annual-reports/.
NUMBER OF BOARD MEETINGS
During the Financial Year 2025, the Board of Directors met five times.
The details of the meetings held have been given in Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
On the basis of internal financial control framework and compliance
systems in place and the work carried out by the Internal and Statutory Auditors,
including audit of internal financial controls over financial reporting and internal
reviews performed by the Management and the Audit Committee, the Board is of the opinion
that your Company's internal financial controls were reasonable and adequate for the
Financial Year 2025. Accordingly, pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of their knowledge and ability, confirm that: (i) In the
preparation of the accounts for the Financial Year ended March 31, 2025, the applicable
Accounting Standards have been followed along with proper explanation relating to material
departures; (ii) The Board of Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable and prudent in
order to give a true and fair view of the state of affairs of your Company at the end of
the Financial Year and of the profit of your Company for the Financial Year ended March
31, 2025; (iii) The Board of Directors 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, for safeguarding the assets of your Company and
for preventing and detecting fraud and other irregularities; (iv) The Financial Statements
for the Financial Year ended March 31, 2025 have been prepared on a going
concern' basis; (v) The Board of Directors have laid down internal financial controls
for your Company which it believes are adequate and are operating effectively; and (vi)
The Board of Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate and are operating
effectively.
GOING CONCERN
The Company continues to deliver strong performance backed by robust
operational strategies, resulting in improving Key Performance Indicators such as
occupancy rates, Average Daily Rate (ADR), and Revenue Per Available Room (RevPAR). Also,
leasing of the Commercial premises has further reinforced the Company's revenues. The
Company continues to adopt prudent cash flow management and implements various processes
to tighten, control and manage costs and deliver improved margins. All monetary
obligations for the Company were met out of cash generated from operations. Accordingly,
the Financial Statements for the year under review have been prepared on a Going Concern
basis. The nature of the Company's business and activities has not undergone any
change during the year under review.
ACCOUNTING TREATMENT
The accounting treatment adopted by the Company is in line with
applicable Indian Accounting Standards (Ind AS') recommended by The Institute
of Chartered Accountants of India and prescribed by the Central Government in accordance
with Section 133 of the Act.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS INCLUDING REFERENCE TO THE
FINANCIAL STATEMENTS
The Internal Financial Control Systems including the Internal Audit and
Internal Controls are commensurate with the size and scale of your Company's
operational and commercial activities. The managed hotels are operated through globally
reputed hospitality companies which have their respective internal control systems in
place. Your Company has provided an adequate system of internal control covering the
franchise hotels, the commercial and residential business as well as all corporate
functions. The internal control systems provide assurance regarding the effectiveness and
efficiency of operations, safeguarding of assets, reliability on financial controls and
compliance with applicable laws.
Based on the recommendation of the Audit Committee, the Board has
approved the appointment of M/s. PriceWaterhouse Coopers Services LLP as Internal Auditors
of the Company for the Financial Year 2026. The Chief Internal Auditor who reports to the
Audit Committee oversees the Internal Audit function of the Company. The reports by the
Internal Auditors are placed before the Audit Committee for their review and improvements.
AUDITORS & AUDITORS' REPORT
Statutory Audit
The Audit Committee and the Board of Directors at their respective
meetings held on May 10, 2022 approved the reappointment of M/s. B S R & Co. LLP,
Chartered Accountants (Firm Registration No. 101248W/W-100022) as the Statutory
Auditors of the Company for a second term of five years i.e. from the
conclusion of the 37th AGM till the conclusion of the 42nd AGM, which was also approved by
the Members at the 37th AGM of the Company held on September 14, 2022.
The Report of the Statutory Auditors along with its Annexures forms a
part of this Annual Report. The Auditors' Report to the Members on Financial
Statements for the year under review was issued with an unmodified opinion.
Explanation or Comments on Qualifications, Reservations, Adverse
Remarks or Disclaimers made by the Auditors
There are no qualifications, reservations or adverse remarks or
disclaimers made by Statutory Auditors in their report on the Financial Statements for the
Financial Year 2025. However, the Statutory Auditors have drawn attention i.e. Emphasis of
Matter with regard to Note 42(c) of the Standalone Financial Statements, in their report,
details of which are as follows:
Emphasis of Matter
We draw attention to Note 42 (c) to the standalone financial statements
regarding the ongoing litigation in respect of leasehold rights to proportionate undivided
interest in land and building at Vashi (Navi Mumbai) purchased from K Raheja Corp Private
Limited, on which the Company's Four Points by Sheraton Hotel has been built. The
allotment of land by City & Industrial Development Corporation of Maharashtra Limited
(CIDCO') to K Raheja Corp Private Limited has been challenged under two public
interest litigations. On 21 November 2014, the Honourable High Court at Bombay ordered K
Raheja Corp Private Limited to restore the land to its original condition (which would
interalia require the buildings thereon to be demolished) and hand over the vacant
possession thereof to CIDCO within six months of the date of judgement. K Raheja Corp
Private Limited has filed a special leave petition against the abovementioned order in the
Honourable Supreme Court of India. The Hon'ble Supreme Court of India on 21 January
2015 has passed Status Quo Order and the matter is currently pending with it. The
agreement for purchase of leasehold rights between the Company and K Raheja Corp Private
Limited was subject to the outcome of the litigation and the management does not expect
any potential material loss to be borne by the Company. Pending the outcome of proceedings
and a final closure of the matter, no adjustments have been made in the standalone
financial statements as at 31 March 2025 to the carrying value of the leasehold rights
(reflected as prepayments) aggregating to 46.14 million (31 March 2024: 47.34 million)
and the hotel assets thereon (reflected as property, plant and equipment) aggregating to
347.22 million as at 31 March 2025 (31 March 2024: 366.17 million).
Our opinion is not modified in respect of this matter. The
Auditors have clarified that their opinion is not modified in respect of the above matter.
Detailed explanation in respect of the matter has been provided under Note 42(c) of the
Standalone Financial Statements and are self-explanatory.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Act read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors had appointed M/s. KDA & Associates, Company Secretaries in Practice, to
undertake Secretarial Audit for Financial Year 2025. The Secretarial Audit Report issued
by them is annexed herewith as Annexure IV. There are no qualifications,
reservations, adverse remarks or disclaimers in the report.
Pursuant to Regulation 24A(1) of the Listing Regulations, the
Secretarial Audit Report of Mahananda Spa and Resort Private Limited, the Company's
material unlisted Indian subsidiary for Financial Year 2025, is annexed as Annexure V.
No other subsidiary of the Company meets the criteria for material
unlisted subsidiaries as per the provisions of Regulation 24A of the Listing Regulations.
Further, in view of the recent amendment to the Listing Regulations, it
is proposed to appoint M/s. KDA & Associates, Company Secretaries in Practice as the
Secretarial Auditors of the Company for a term of five years from Financial Year 2026 to
Financial Year 2030. The proposal for the said appointment is being placed for the
approval of the Members at the ensuing AGM.
Cost Audit
Your Company has been maintaining cost accounting records as specified
by the Central Government under Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014. Further, your Company was also required to conduct an
audit of cost records as specified by the Central Government under Section 148 of the Act
and the Rules framed thereunder for the Financial Year under review. The Board of
Directors appointed M/s. Chirag Trilok Shah & Co., Practicing Cost Accountant
(Membership Number 23277 and Firm Registration Number 004442) as the Cost Auditor for
conducting the audit of cost records for the Financial Year 2025, at the remuneration
approved by the Members at the previous AGM.
During the year under review, none of the Auditors as mentioned above
have reported any fraud and therefore no details are required to be disclosed under
Section 134(3)(ca) of the Act.
BOARD EFFECTIVENESS AND BOARD EVALUATION
Pursuant to Section 134(3)(p) of the Act, as amended from time to time,
and Regulations 17 and 25 of the Listing Regulations, the Board of Directors had carried
out an annual evaluation of its own performance, individual directors and its committees
for the Financial Year under review. A structured questionnaire was prepared after taking
into consideration the Guidance Note issued by SEBI on Board Evaluation, covering various
aspects of the Board's functioning such as adequacy of the composition of the Board
and its Committees, Board culture, execution and performance of specific duties,
obligations and governance. The feedback and suggestions received have been discussed by
the Independent Directors, Compensation, Nomination & Remuneration Committee and the
Board of Directors at their respective meetings. The Directors expressed their
satisfaction with the evaluation process.
INDEPENDENT DIRECTORS
All the Independent Directors have confirmed that they meet the
criteria of independence as laid down under the Act and Listing Regulations. They have
declared that they do not suffer from any disqualifications specified under the Act and
are not aware of any circumstances or situations which exist or may be reasonably
anticipated that could impair or impact the ability to discharge their duties.
Based on such confirmations / declarations, in the opinion of the
Board, the Independent Directors of your Company fulfill the conditions specified under
the Act and the Listing Regulations and are independent of the management.
Further, all the Independent Directors have registered their names in
the databank of Independent Directors maintained by the Indian Institute of Corporate
Affairs and the Independent Director to whom online self-assessment proficiency test was
applicable, has completed the same.
COMMITTEES
Your Company has constituted the following Committees of the Board as
per the requirements of the Act and the Listing Regulations:
- Audit Committee;
- Compensation, Nomination and Remuneration Committee;
- Corporate Social Responsibility and ESG Committee;
- Stakeholders' Relationship Committee; and
- Risk Management Committee.
The details of constitution, meetings held, attendance of the members
and terms of reference of the said Committees, have been enumerated in the Corporate
Governance Report which forms a part of the Annual Report.
Policy on Compensation, Nomination and Remuneration
Your Company had in compliance with the provisions of Section 178 of
the Act and Regulation 19 of the Listing Regulations, adopted a Policy for Appointment of
Directors and Remuneration of Directors & Senior Management. The salient features of
the said Policy are outlined in the Corporate Governance Report. The same is available on
the website of your Company viz. https://www.
chalethotels.com/wordpress/wp-content/uploads/2025/02/
Policy-for-Appointment-of-Directors-Remuneration-of-Director-and-Senior-Management-29012025-website.pdf.
The Compensation, Nomination and Remuneration (CNR') Committee of your Company,
while formulating the above policy, has ensured that: the level and composition of
remuneration be reasonable and sufficient to attract, retain and motivate Directors/
employees of the quality required to run the Company successfully; relationship of
remuneration to performance is clear and meets appropriate performance benchmarks; and
remuneration to Directors, Key Managerial Personnel and Senior Management involves a
balance between fixed and performance linked bonuses reflecting short and long term
performance objectives appropriate to the working of the Company and its goals.
The remuneration / compensation / commission (including annual
increments, if any) paid to Directors and Senior Management including KMP of the Company
is determined by the CNR Committee and are as per the terms laid down in the said Policy.
The Managing Director & CEO and Executive Director of your Company do not receive
remuneration or commission from any of the subsidiaries of your Company.
Corporate Social Responsibility
Your Company had adopted a CSR Policy indicating the Company's
broad philosophy and objectives, which is available on the website of your Company at
www.chalethotels.com/ wordpress/wp-content/uploads/2021/09/CSR-Policy.pdf. During the year
under review, the Company has undertaken voluntary activities in line with its philosophy
and objectives and pursuant to the approval of the CSR and ESG Committee. The annual
report on CSR activities and details about the composition of CSR and ESG Committee along
with the initiatives undertaken by the Company on CSR activities during the year under
review is annexed as Annexure III to this Report.
EMPLOYEE STOCK OPTION SCHEME (ESOP)
During the year under review, the Company had the following ESOP
Schemes:
- CHL Employee Stock Option Plan 2022
- CHL Employee Stock Option Plan 2023
The applicable disclosures as stipulated under Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 have
been made available on the website of the Company at www.chalethotels.com/annual-reports/.
Further, a certificate from M/s. KDA & Associates, Secretarial
Auditors of the Company, with respect to implementation of ESOP and confirming that the
Scheme is in compliance with the relevant SEBI Regulations and the Members approval
obtained; shall be available for inspection by Members of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Act and in accordance with the
Listing Regulations, your Company has formulated a policy on dealing with Related Party
Transactions (RPTs') which is available on the website of the Company at
https://www.chalethotels.com/
wordpress/wp-content/uploads/2025/02/CHL-Related-Party-Policy-29102025-website.pdf.
During the year under review, the transactions / contracts /
arrangements have been entered into by the Company with related party(ies) as defined
under the provisions of the Act and Listing Regulations with the prior approval of the
Audit Committee and the Board of Directors of the Company, as applicable. The disclosure
in Form AOC-2 is not applicable to the Company for the Financial Year 2025 and hence does
not form part of this Report. Omnibus Approval is obtained on an each financial year
basis, from the Audit Committee in respect of Related Party Transactions which are
repetitive in nature or unforeseen, based on the criteria specified and approved by the
Board upon recommendation of the said Committee. The Audit Committee and the Board review
transactions with related parties on a quarterly basis.
RISK MANAGEMENT
Your Company is faced with risks of different types, each of which
needs varying approaches for mitigation. The risk management framework defines the risk
management approach across the enterprise. The risk framework which seeks to create
transparency, minimize adverse impact on business objective and enhance your
Company's competitive advantage, is reviewed by the Risk Management Committee
periodically. An impact analysis of the identified risks including risk mitigation
approach and risk mitigation status is also done at regular intervals taking into
consideration the changing business environment and additional steps taken by the Company
to further mitigate the risks. Your Company has adopted a Risk Management Policy, pursuant
to the provisions of Section 134 of the Act, to identify and evaluate business risks and
opportunities for mitigation of the same on a continual basis, which is available on the
Company's website at
https://www.chalethotels.com/wordpress/wp-content/uploads/2021/12/Risk-Management-Policy-renamed-as-on-October-28-2021.pdf.
Certain risks faced by your Company and measures for mitigation have
been provided in the Integrated Report which is a part of the Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has, in accordance with Section 177 of the Act and
Regulation 22 of the Listing Regulations, formulated a Vigil Mechanism / Whistle Blower
Policy for its Directors and Employees, to enable reporting of any wrongdoing within the
Company / units that fall short of your Company's business principles on ethics and
good business practices. Your Company's Vigil Mechanism / Whistle Blower Policy
provides a formal mechanism to the Directors, the employees and other stakeholders of the
Company to report their concerns about unethical behavior, actual or suspected fraud or
violation of the Company's Code of Conduct. The said policy is available on the
Company's website at https://www.chalethotels.com/
wordpress/wp-content/uploads/2024/08/Vigil-Mechanism-and-Whistle-Blower-Policy-Rev-July252024.pdf.
The Policy provides adequate safeguards against victimization of
Directors and employees who avail of the mechanism and have also provided them direct
access to the Chairperson of the Audit Committee. Matters reported under the Vigil
Mechanism are informed to the Audit Committee from time to time. It is affirmed that no
personnel of the Company has been denied access to the Chairperson of the Audit Committee.
PREVENTION OF SEXUAL HARASSMENT
Your Company has complied with provisions relating to the constitution
of Internal Complaints Committee in compliance with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and
the Rules framed thereunder in respect of the Corporate Office and various units. The
policy in this regard is available on the Company's website at
https://www.chalethotels.com/
wordpress/wp-content/uploads/2025/06/POSH-Policy-Rev-June-20-2025.pdf.
During the year under review, eight complaints on sexual harassment
were received and six complaints have been resolved. Further, the two complaints pending
as on March 31, 2025 have been resolved as on the date of this Report. Appropriate actions
were taken, wherever necessary. The Company also conducts workshops from time to time to
promote awareness on the issue. Your Company continues its strong stand against any kind
of sexual harassment and has zero tolerance for sexual harassment at workplace.
HUMAN CAPITAL INITIATIVES AND PARTICULARS OF EMPLOYEES
Your Company focuses on building on its strength by developing the
capability of its employees, through training and development and work life balance.
During the year under review, your Company has undertaken various initiatives towards
nurturing talent, keeping its people connected and taking various steps for maintaining
the physical and emotional wellbeing of its employees.
Further, your Company has been listed as a Great Place to Work R
Certified, for the sixth time in a row and certified in the 2025 list of
India's Best Workplaces for Women 2024 Mid-size (Top 50)'. The disclosures
pertaining to remuneration and other details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed to this Report as Annexure VI. Further, in terms
of the provisions of Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement
showing the names and other particulars of the employees drawing remuneration in excess of
the limits set out in the said Rules forms part of this Report.
Having regard to the provisions of the second proviso to Section 136(1)
of the Act, the Annual Report excluding the aforesaid information is being sent to the
Members of the Company and others entitled thereto. Any Member interested in obtaining
such information may write to the Company Secretary at companysecretary@chalethotels.com
and the same will be furnished on request. The Annual Report including the aforesaid
information is also available on the Company's website.
ENVIRONMENTALINITIATIVESANDENERGYMANAGEMENT
The Company has committed to achieve Net Zero GHG Emissions by 2040 and
has developed a roadmap towards achieving the same. During the year, the Company also made
progress towards its commitments to Climate Group's RE100, EP100 and EV100
initiatives linked to renewable energy, energy productivity and electric mobility
respectively.
The Company has also made significant progress in ESG rankings whereby
Chalet ranked 6th in the Dow Jones Sustainability Index assessment 2024 under Hotels,
Resorts, and Cruise Lines category and secured B' score in CDP Climate Change
and Water Security assessments.
The Company also discloses its initiatives on environment stewardship,
employee and community well-being and responsible business practices through its
Integrated Report section of this Annual Report and the Business Responsibility and
Sustainability Report.
As required under Section 134 of the Act read with Rule 8 of Companies
(Accounts) Rules, 2014, the information relating to conservation of energy is annexed as Annexure
VII to this Report. The information relating to technology absorption is not given
since the same is not applicable to the Company.
INTEGRATED REPORT
Your Company has provided Integrated Report for the financial year
under review, which encompasses both financial and non-financial information and
stakeholders' relationships to enable well informed decisions and a better
understanding of the Company's value creation model. The Report also touches upon
aspects such as organization's strategy, governance framework, performance and
prospects of value creation based on the six forms of capital viz. financial,
manufactured, intellectual, human, social & relationship and natural capitals. The
Integrated Report also includes ESG parameters and Company's performance vis-a-vis
these.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS OR
TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY'S OPERATIONS
IN FUTURE
There were no significant and material orders passed by Regulators,
Courts or Tribunals impacting the Going Concern status and Company's operations in
future.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the
financial position of your Company, which have occurred between the end of the Financial
Year to which the Financial Statements relate and the date of this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
Your Company is in compliance with the applicable Secretarial
Standards, issued by The Institute of Company Secretaries of India and approved by the
Central Government under Section 118(10) of the Act.
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following matters as there were no transactions on these matters during the
year under review:
- Issue of Equity Shares with differential rights as to dividend,
voting or otherwise.
- Issue of shares (including sweat equity shares) to employees of the
Company under any scheme save and except Employees' Stock Option Schemes referred to
in this Report.
- Proceedings filed by or against the Company under the Insolvency and
Bankruptcy Code, 2016.
- Onetime settlement with any Bank or Financial Institution.
ACKNOWLEDGEMENTS
Your Directors would like to express their deepest appreciation to the
Members for their support received and their continued confidence in the Company's
vision and endeavors. Your
Directors extend their gratitude and sincerely appreciate the
assistance and co-operation received from the Regulatory and Statutory Authorities,
Government and its agencies, hotel operating partners, Stock Exchanges, Depositories,
lenders, legal advisors, Registrar & Share Transfer Agent, Auditors, vendors and other
key stakeholders.
We are also immensely grateful to our Company's employees at all
levels whose hard work, expertise, and commitment are the driving force behind our
success.
DIVIDEND DISTRIBUTION POLICY
OBJECTIVE AND PHILOSOPHY
This Dividend Distribution Policy (the Policy) establishes
the principles to ascertain amounts that can be distributed to Equity Shareholders as
dividend by the Company as well as enable the Company to strike a balance between pay-out
and retained earnings, in order to address future needs of the Company.
The hospitality industry is a capital intensive industry and the hotels
of the Company are owned by the Company which entails substantial capital outlays.
The objective of this Policy is to reward its shareholders by returning
a portion of its profits after retaining sufficient funds for growth of the Company thus
maximising shareholders' value.
The Policy sets forth the broad principles for guiding the Board and
the Management in matters concerning declaration and distribution of dividend, with a view
to ensure fairness, transparency, sustainability and consistency in the decision for
distributing profits to shareholders.
The Company believes that driving growth creates maximum shareholder
value. Thus, the Company would first utilise its profits inter-alia for working capital
requirements, capital expenditure to meet expansion needs, reducing borrowings, earmarking
reserves for growth opportunities and thereafter distributing the surplus profits in the
form of dividend to the shareholders.
The Policy shall broadly specify the external and internal factors
including financial parameters that shall be considered while declaring dividend and the
circumstances under which the shareholders of the Company may or may not expect dividend
and how the retained earnings shall be utilised, etc.
REGULATORY FRAMEWORK
The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, requires listed companies to formulate a
Dividend Distribution Policy.
The Company has framed this policy to comply with the aforesaid
requirements which has been approved by their
Board of Directors.
This Policy shall be effective and applicable for dividend, if any,
declared for the Financial Year 2018-19 and onwards.
Dividends will generally be recommended by the Board once a year, after
the announcement of the full year results and before the Annual General Meeting (AGM) of
the shareholders, out of the profits of the Company for the current year or out of profits
of the Company for any previous financial years or out of both, as may be permitted by the
Companies Act, 2013 (the Act').
In the event of inadequacy or absence of profits in any year, the Board
may recommend to declare dividend out of the accumulated profits earned by the Company in
any previous financial years and transferred to free reserves, provided such declaration
of dividend shall be in accordance with the provisions of the Act and Rules framed
thereunder.
The Board may also declare interim dividends as may be permitted by the
Act.
Subject to the provisions of the applicable laws, the Company's
dividend pay-out will be determined based on available financial resources, investment and
business requirements and taking into account optimal shareholder return.
While determining the nature and quantum of the dividend pay-out, the
Board would take into account the following factors: a) Internal Factors:
Cash flow position of the Company
Profit after Tax during the financial year
Working capital requirements
Capital expenditure requirement
Future cash requirements for Business expansion / organic growth and /
or for inorganic growth
Likelihood of crystallization of contingent liabilities, if any
Upgradation of technology and physical infrastructure
Debt levels and cost of borrowings
Past dividend pay-out ratio / trends b) External Factors:
Business cycles
Industry Outlook for the future
Economic environment
Capital markets
Global conditions
Changes in the government policies and regulatory provisions and
guidelines c) Circumstances under which the shareholders of the Company may or may not
expect dividend
The shareholders of the Company may not expect dividend in the
following circumstances, subject to discretion of the Board of Directors:
Proposed expansion plans, renovations and upgradations requiring higher
capital allocation
Decision to undertake any acquisitions, amalgamations, merger, joint
ventures, new launches etc. which requires significant capital outflow
Requirement of higher working capital for the purpose of business of
the Company
Debt obligations
Proposal for buy-back of securities
In the event of loss or inadequacy of profit d) Utilization of
Retained Earnings
The Board may retain its earnings in order to make better use of the
available funds and increase the value of the stakeholders in the long run. The decision
of utilization of the retained earnings of the Company shall be based on the following
factors:
Market expansion plans
Organic and / or inorganic growth
Diversification of business
Long term strategic plans for growth
Replacement of capital assets
Such other criteria's as the Board may deem fit from time to time.
DISCLOSURES
The Dividend Distribution Policy shall be disclosed in the Annual
Report and on the website of the Company i.e. at www. chalethotels.com/policies/.
POLICY REVIEW AND AMENDMENTS
The Board may review the Policy from time to time or when changes may
be required.
Form AOC-1
(Pursuant to first proviso to sub-section (3) of Section 129 of the
Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of
subsidiaries /associate companies
Part A: Subsidiaries
Sl. No Name of the
subsidiary |
Date since when subsidiary
was acquired |
Reporting period for the
subsidiary concerned, if different from the holding company's reporting period |
Reporting currency and
Exchange rate as on the last date of the relevant FY in the case of foreign subsidiaries |
Share Capital |
Reserves & Surplus |
Total Assets |
Total Liabilities |
Investments |
Turnover |
Profit / (Loss) before
taxation |
Provision for taxation |
Profit / (Loss) after
taxation |
Proposed Dividend |
% of share- holding |
1 Chalet Hotels &
Properties (Kerala) Private Limited |
December 22, 2006 |
April 1, 2024 to March 31,
2025 |
Indian Rupees |
277.88 |
(329.50) |
59.31 |
110.93 |
NIL |
0 |
(7.87) |
(0.79) |
(7.08) |
NIL |
90% |
2 Chalet Airport Hotel Private
Limited |
August 18, 2022 |
April 1, 2024 to March 31,
2025 |
Indian Rupees |
1.00 |
(121.99) |
1150.48 |
1271.47 |
NIL |
0 |
(71.96) |
(0.40) |
(71.56) |
NIL |
100% |
3 The Dukes Retreat Private
Limited |
March 23, 2023 |
April 1, 2024 to March 31,
2025 |
Indian Rupees |
22.57 |
170.1 |
1247.30 |
1054.63 |
NIL |
42.96 |
(182.63) |
(46.75) |
(135.88) |
NIL |
82.28% |
4 Sonmil Industries Private
Limited |
March 23, 2023 |
April 1, 2024 to March 31,
2025 |
Indian Rupees |
3.01 |
18.78 |
23.52 |
1.73 |
5.64 |
0.60 |
0.30 |
0.29 |
0.01 |
NIL |
100% |
5 Mahananda Spa and Resorts
Private Limited |
February 11, 2025 |
April 1, 2024 to March 31,
2025 |
Indian Rupees |
4,064.92 |
(22.60) |
4140.00 |
97.67 |
NIL |
914.97 |
73.40 |
45.19 |
28.21 |
NIL |
100% |
6 Ayushi and Poonam Estates LLP |
February 29, 2024 |
April 1, 2024 to March 31,
2025 |
Indian Rupees |
5.00 |
(210.05)* |
2,902.02 |
3107.06 |
NIL |
743.15 |
(110.69) |
(15.31) |
(95.39) |
NIL |
99.80% |
Part B: Associates
Name of Associates |
Date on which the |
Latest audited |
Shares of
Associate held by the company on the year end |
Description of how |
Reason why the associate
is not consolidated |
Net-worth attributable |
Net Profit or
Loss for the year after tax |
|
Associate or Joint Venture
was associated or acquired |
Balance Sheet Date |
No. |
Amount of Investment in
Associates ( in Million) |
Extent of Holding % |
there is significant
influence |
|
to Shareholding as per
latest audited Balance Sheet () |
Considered in
Consolidation () |
Not Considered in
Consolidation () |
Krishna Valley Power Private
Limited |
January 8, 2019 |
March 31, 2024 |
991,345 |
19.91 |
33.1% |
There is no significant
influence. |
Your Company has for
securing the supply of renewable energy acquired 33.1% of the Equity Share Capital of
Krishna Valley Power Private Limited, 26.1% of the Equity Share Capital of Sahyadri
Renewable Energy Private |
N.A. |
N.A. |
N.A. |
Sahyadri Renewable Energy
Private Limited |
November 5, 2017 |
March 31, 2024 |
1,044,500 |
31.46 |
26.1% |
|
Limited and 26% of the
Equity Share Capital of TP Agastaya Limited, being entities engaged in generation of hydro
power and solar power. Your Company does not have the ability to participate and neither
is involved |
N.A. |
N.A. |
N.A. |
TP Agastaya Limited |
October 20, 2023 |
March 31, 2024 |
2,551,597 |
25.52 |
26% |
|
in the operations and/or
relevant activities of these companies/ entities and neither has exposure or rights to
variable returns. The financials of the abovementioned entities have thus not been
considered as Associate companies in the consolidation of Financial Statements. |
N.A. |
N.A. |
N.A. |
Notes:
1. Names of associates which are yet to commence operations - NIL
2. Names of associate which have been liquidated or shares sold during
the year NIL
ANNEXURE III
Annual Report on CSR Activities
Financial Year 2025
1. BRIEF OUTLINE ON CSR POLICY OF THE COMPANY:
The CSR Policy of your Company enables it to embark on a CSR journey
covering various initiatives within the permitted regulatory framework. During the year
under review, while the focus continued on skill development initiatives, the Company also
supported various community development initiatives in and around the locations where the
Company operates in association with NGOs.
2. COMPOSITION OF THE CSR COMMITTEE:
Sl. No. Name of Director |
Designation / Nature of
Directorship |
Number of meetings of CSR
Committee held during the year |
Number of meetings of CSR
Committee attended during the year |
1 Mr. Hetal Gandhi |
Chairperson - Independent Director |
1 |
1 |
2 Ms. Radhika Piramal |
Member - Independent Director |
1 |
1 |
3 Mr. Neel C. Raheja |
Member - Non-Executive Director |
1 |
1 |
4 Dr. Sanjay Sethi |
Member - Managing Director and CEO |
1 |
1 |
3. WEB-LINK WHERE COMPOSITION OF CSR COMMITTEE, CSR POLICY AND
CSR PROJECTS APPROVED BY THE BOARD ARE
DISCLOSED ON THE WEBSITE OF THE COMPANY
CSR Committee |
https://www.chalethotels.com/composition-of-committees-2/ |
CSR Policy |
https://www.chalethotels.com/wordpress/wp-content/uploads/2021/09/CSR-Policy.pdf |
CSR Projects |
https://www.chalethotels.com/wordpress/wp-content/uploads/2025/03/CSR-PLAN-2024-25.pdf |
4. EXECUTIVE SUMMARY ALONG WITH WEB-LINK(S) OF IMPACT ASSESSMENT
OF CSR PROJECTS CARRIED OUT IN PURSUANCE OF SUB-RULE (3) OF RULE 8 OF THE COMPANIES
(CORPORATE SOCIAL RESPONSIBILITY POLICY) RULES, 2014, IF APPLICABLE (ATTACH THE REPORT).
Not Applicable for the Financial Year under review
5. (a) Average net profit of the company as per section 135(5): Nil
(b) Two percent of average net profit of the company as per section
135(5): N.A.
(c) Surplus arising out of the CSR projects or programmes or activities
of the previous financial years: Nil (d) Amount required to be set off for the
financial year, if any: N.A.
(e) Total CSR obligation for the financial year [(b)+(c)-(d)]: Nil
6. (a) Amount spent on CSR Projects (both Ongoing Project and other
than Ongoing Project).
Ongoing
(1) (2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
(9) |
(10) |
(11) |
Sl. No. Name of the
Project |
Item from the list of
activities in Schedule VII to the |
Local area (Yes/ No) |
Location of
the project |
Project duration |
Amount allocated for the
project (in ) |
Amount spent in the
current financial Year |
Amount transferred to
Unspent CSR Account for the |
Mode of Implementation -
Direct (Yes/ No) |
Mode of
Implementation - Through Implementing Agency |
|
Act |
|
State |
District |
|
|
(in ) |
project as per Section
135(6 (in ) |
|
Name |
CSR Registration number |
Total |
|
|
|
|
|
|
|
|
|
|
|
Other than ongoing
(1) (2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
Sl. No. Name of the Project |
Item from the list of
activities in |
Local area (Yes/ |
Location of
the project |
Amount spent for the
project |
Mode of implementation -
Direct |
Mode of
implementation - Through implementing agency |
|
schedule VII to the Act |
No) |
State |
District |
(in ) |
(Yes/No) |
Name |
CSR registration number |
Skill Development |
|
|
|
|
|
|
1. Training for F&B and |
Schedule VII Clause ii |
Yes |
Northeast State |
5,00,000 |
No |
Tourism & Hospitality |
CSR00007424 |
Housekeeping |
Promoting |
|
|
|
|
Skill Council |
|
(Batch of 20 nos of Women) |
education and employment
enhancing |
|
|
|
|
|
|
2. Training for F&B and
Housekeeping (100 nos of youth) |
vocation skills especially
among children, women, elderly and |
Yes |
Maharashtra, UP and
Northeast State |
25,00,000 |
No |
Tourism & Hospitality
Skill Council |
CSR00007424 |
3. Skill Development and
livelihood creation for person with disabilities |
the differently abled and
livelihood enhancement projects. |
Yes |
Maharashtra, Telangana State |
25,00,000 |
No |
Trust For Retailers And
Retail Associates Of India |
CSR00002617 |
4. Training for F&B and
Housekeeping (80 nos of youth) |
|
Yes |
Meghalaya, Orissa and West
Bengal |
20,00,000 |
No |
Tourism & Hospitality
Skill Council |
CSR00007424 |
Community Development |
|
|
|
|
|
|
1. Infrastructural support of
the Swami Vivekananda Cultural Youth Centre- Viveka Smaraka |
Schedule VII Clause ii
Promoting education and employment enhancing vocation skills especially |
Yes |
Mysuru, Karnataka |
5,00,000 |
No |
Sri Ramakrishna Ashrama |
CSR00002806 |
2. Contribution for
Installation of Solar Power Grid in NV Chinmaya Vidyalaya Shegaon |
among children, women,
elderly and the differently abled and livelihood enhancement |
Yes |
Shegaon, Maharashtra |
8,36,430 |
No |
Central Chinmaya Mission
Trust |
CSR00008084 |
3 Strengthening Health care
facilities |
projects. |
Yes |
Maval Taluka, Lonavala, Pune |
20,00,000 |
No |
Concern India Foundation |
CSR00000898 |
4. Donation towards Road to
Give Marathon |
|
Yes |
Navi Mumbai, Maharashtra |
30,000 |
No |
Rising Star Outreach Of India |
- |
(1) (2) |
(3) |
(4) |
(5) |
(6) |
(7) |
|
(8) |
Sl. No. Name of the Project |
Item from the list of
activities in |
Local area (Yes/ |
Location of
the project |
Amount spent for the
project |
Mode of implementation -
Direct |
Mode of
implementation - Through implementing agency |
|
schedule VII to the Act |
No) |
State |
District |
(in ) |
(Yes/No) |
Name |
CSR registration number |
Ecosystem Enhancement |
|
|
|
|
|
|
1. Tree Plantation |
Schedule VII Clause (iv)
ensuring environmental sustainability, ecological balance, protection of flora and fauna,
animal welfare, agroforestry, conservation of natural resources and maintaining quality of
soil, air and water |
Yes |
Lonavala, Pune |
60,00,000 |
Yes |
Green Yatra Trust |
CSR00000236 |
Total |
|
|
|
1,68,66,430 |
|
|
|
(b) Amount spent in Administrative Overheads: 70,800 (c) Amount spent
on Impact Assessment, if applicable: NIL (d) Total amount spent for the Financial Year
(6a+6b+6c): 1,69,37,230 (e) CSR amount spent or unspent for the Financial Year:
Total Amount Spent for the
Financial Year (in ) |
Amount Unspent
(in ) |
|
Total Amount
transferred to Unspent CSR Account as per subsection (6) of section 135. |
Amount
transferred to any fund specified under Schedule VII as per second proviso to sub-section
(5) of section 135. |
|
Amount |
Date of transfer |
Name of the Fund |
Amount |
Date of transfer |
1,69,37,230 |
- |
- |
- |
- |
- |
(f) Excess amount for set-off, if any: |
|
|
|
|
|
Sl. No. Particulars |
Amount (in ) |
(i) Two percent of average net profit of the
company as per section 135(5) |
- |
(ii) Total amount spent for the Financial
Year |
1,69,37,230 |
(iii) Excess amount spent for the financial
year [(ii)-(i)] |
1,69,37,230 |
(iv) Surplus arising out of
the CSR projects or programmes or activities of the previous financial years, if any |
- |
(v) Amount available for set off in
succeeding financial years [(iii)-(iv)] |
1,69,37,230 |
7. Details of Unspent CSR amount for the preceding three
financial years: Not Applicable
Sl. No. Preceding Financial
Year |
Amount transferred to
Unspent CSR |
Balance Amount in Unspent |
Amount spent in the |
Amount
transferred to any fund specified under Schedule VII as per section 135(6), if any. |
Amount remaining to be
spent in |
Deficiency, if any |
|
Account under section 135
(6) (in ) |
CSR Account under section
135(6) (in ) |
Financial Year (in ) |
Amount (in ) |
Date of transfer |
succeeding financial
years. (in ) |
|
1. |
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
8. WHETHER ANY CAPITAL ASSETS HAVE BEEN CREATED OR ACQUIRED
THROUGH CSR AMOUNT SPENT IN THE FINANCIAL YEAR
No
If Yes, enter the number of Capital assets created/ acquired: Not
Applicable
FURNISH THE DETAILS RELATING TO SUCH ASSET(S) SO CREATED OR ACQUIRED
THROUGH CORPORATE SOCIAL RESPONSIBILITY AMOUNT SPENT IN THE FINANCIAL YEAR:
Sl. No. Short particulars
of the property or asset(s) [including complete |
Pincode of the property or
asset(s) |
Date of Creation |
Amount of CSR amount spent |
Details of
entity/ Authority/ beneficiary of the registered owner |
address and location of the
property] |
|
|
|
CSR Registration Number,
if applicable |
Name |
Registered address |
|
|
|
Not Applicable |
|
|
|
9. SPECIFY THE REASON(S), IF THE COMPANY HAS FAILED TO SPEND TWO
PER CENT OF THE AVERAGE NET PROFIT AS PER SECTION 135(5).
Not Applicable
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
CHALET HOTELS LIMITED
Raheja Tower, Plot No. C-30, Block G', Next to Bank of
Baroda, Bandra Kurla Complex, Bandra (E), Mumbai 400051
We have conducted Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by CHALET HOTELS
LIMITED (hereinafter called the Company), incorporated on January 06,
1986 having
CIN: L55101MH1986PLC038538 and having its Registered office at
Raheja Tower, Plot No. C-30, Block G', Next to Bank of Baroda, Bandra Kurla
Complex, Bandra(E), Mumbai - 400051. Secretarial Audit was conducted in a manner that
provided us a reasonable basis for evaluating the corporate conduct/statutory compliances
and expressing our opinion thereon.
Based on our verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, we hereby report that in our opinion, the Company
has, during the audit period covering the financial year ended on March 31, 2025
(audit period) complied with the statutory provisions listed hereunder and
also that the Company has proper Board-processes and compliance-mechanism in place to the
extent, in the manner and subject to the reporting made hereinafter.
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company, for the Financial Year ended on March
31, 2025, according to the following provisions of (including any statutory modifications,
amendments or re-enactment thereof for the time being in force): (i) The Companies Act,
2013 (the Act) and the Rules made thereunder; (ii) The Securities Contracts (Regulation)
Act, 1956 (SCRA') and the Rules made thereunder; (iii) The Depositories Act,
1996 and the Regulations and the Bye-Laws framed thereunder; (iv) Foreign Exchange
Management Act, 1999 and the Rules and regulations made thereunder to the extent of
Foreign Direct Investment and External Commercial Borrowings -
Not Applicable for the period under review in respect of Overseas
Direct Investment;
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (SEBI
Act'): a) The Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011; b) The Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015; c) The Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021; d) The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations); and e) The Securities
and Exchange Board of India (Depositories and Participants) Regulations, 2018 f) The
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018; g) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018-Not Applicable for the period under review h) The Securities and
Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,
1993 regarding the Companies Act and dealing with client; - Not Applicable for the period
under review; i) The Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2021- Not Applicable for the period under review j) The Securities and
Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations,
2021
We have relied on the representation made by the Company and its
officers for the systems and the mechanism formed by the
Company for the Compliances under the applicable Acts and the
regulations to the Company.
We have also examined compliance with the Secretarial Standards issued
by The Institute of Company Secretaries of India.
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines and Standards mentioned above.
We further report that
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Non-Independent Directors and Non-Executive
Independent Directors and Woman Director. The changes in the Composition of the Board of
Directors and Key Managerial Personnel that took place during the year under review were
carried out in compliance with the provisions of the Act.
Adequate notice is given to all Directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent as per the provisions of the
Companies Act, 2013 and the Rules made thereunder, and a system exists for seeking and
obtaining further information and clarifications on the agenda items before the meeting
and for meaningful participation at the meeting including meetings held through video
conference.
All decisions have been approved with the unanimous consent of the
Board of Directors and recorded as part of the minutes.
There are adequate systems and processes in the company commensurate
with the size and operations of the Company to monitor and ensure compliance with
applicable laws, rules, regulations and guidelines.
We further report that during the audit period, the following specific
events took place which had a major bearing on the Company's affairs in pursuance of
the above referred laws, rules, regulations, guidelines, standards, etc:-i. The Company
has allotted 1,26,26,263 Equity Shares on April 03, 2024 to Qualified Institutional Buyers
under Qualified Institutions Placement.
ii. The Company has redeemed 1,600 0.001% Non-Cumulative Redeemable
Preference Shares (NCRPS'), having a face value of 1,00,000 each at par
aggregating to 160 million out of the profits of the Company available for distribution
on May 27, 2024. iii. The Members of the Company in its Annual General Meeting held on
August 08, 2024 approved the payment of dividend of Re. 1/- per preference share on 0.001%
Non-Cumulative Redeemable Preference Shares amounting to 1,600 in the aggregate
for the Financial Year 2023-24. iv. The Company Scheme Application (CSA) was filed on
October 04, 2024 with the Hon'ble National Company Law Tribunal (NCLT) for
amalgamation of subsidiary Companies i.e a) Sonmil Industries Private Limited
(Sonmil') and b) The Dukes Retreat Private Limited (Dukes') into the
Company. Further, NCLT has vide its Order dated March 18, 2025 directed the Company to
convene a meeting of the Equity Shareholders within 60 days from the date of uploading of
said order for the purpose of considering and approving the proposed amalgamation embodied
in the Scheme of Arrangement and Amalgamation amongst the Company, Sonmil and Dukes
(subsidiaries) and their respective shareholders and creditors. v. The Company has
allotted Equity Shares upon exercise of options under the following ESOP Schemes:
Sr. No. Name of ESOP Scheme |
No. of Equity Shares
Allotted |
Date of Allotment |
1. CHL Employee Stock Option
Plan 2022 |
60,662 |
August 09, 2024 |
2. CHL Employee Stock Option
Plan 2022 |
55,000 |
August 17, 2024 |
3. CHL Employee Stock Option
Plan 2022 |
30,000 |
September 09, 2024 |
4. CHL Employee Stock Option
Plan 2022 |
1,81,840 |
November 14, 2024 |
5. CHL Employee Stock Option
Plan 2022 |
27,642 |
January 29, 2025 |
vi. The Board of Directors at its meeting held on October 24, 2024
approved the appointment of Mr. Shwetank Singh as an Additional and Executive Director,
subject to the approval of the Members of the Company.
vii. The Members on December 13, 2024 approved the following special
business by way of Postal Ballot: a. Appointment of Mr. Shwetank Singh (DIN: 02976637) as
Director of the Company. b. Appointment of Mr. Shwetank Singh (DIN: 02976637) as an
Executive Director (Whole Time Director) of the
Company for a period of three years. c. Issue of Cumulative /
Non-Cumulative, Listed or Unlisted, Secured, Redeemable, Non-Convertible Debentures / or
other Debt securities (Debt Instruments') on a private placement basis, in one
or more series / tranches upto an amount not exceeding
600 Crore. d. Alteration of Articles of Association of the Company.
viii. The Company has granted 3,57,153 Employee Stock Options to the Eligible Employee
under CHL Employee Stock Option Plan 2023. ix. The Company has acquired freehold land
parcel in the state of Goa to develop a 5-Star luxury hotel on the said land. x. The
Company acquired Mahananda Spa and Resorts Private Limited (MSRPL) a Wholly
Owned Subsidiary of Mankind Pharma Limited and owning company of The Westin Resort &
Spa. Upon acquisition, Mahananda Spa and Resorts Private Limited became the Wholly Owned
Subsidiary (WOS) of the Company. xi. The Company has allotted 7500 8.35% Listed, Rated,
Secured, Redeemable, Transferable, Taxable, Non-Cumulative, Non-Convertible Debentures on
March 25,
2025.
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2025
[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No.9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Mahananda Spa and Resorts Private Limited
Khasra No. 605 PTC Road, Narendra Nagar, Tehri Garhwal, Tehri,
Uttarakhand - 249175
We have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and adherence to good corporate practices by Mahananda Spa and
Resorts Private Limited (hereinafter called the Company), having
CIN: U55101UR2009PTC032889 and having its Registered office at Khasra No. 605 PTC Road,
Narendra Nagar, Tehri Garhwal, Tehri, Uttarakhand - 249175. Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the corporate
conduct/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, we hereby report that in our opinion, the Company
has, during the audit period covering the Financial Year ended on 31st March, 2025
(audit period') complied with the statutory provisions listed hereunder and
also that the Company has proper Board-processes and compliance-mechanism in place to the
extent, in the manner and subject to the reporting made hereinafter: We have examined the
books, papers, minute books, forms and returns filed and other records maintained by the
Company for the Financial Year ended on 31st March, 2025 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder.
(ii) The Depositories Act, 1996 and the Regulations and Bye-laws framed
thereunder;
We have also verified the compliances of the Company with other
statutes, which are specifically applicable to the Company, as reported by the Management
thereof, except to the extent the same were in the scope of the work of Statutory Auditors
and/or Internal Auditors.
We have also examined compliance with the applicable clauses of the
Secretarial Standards issued by The Institute of Company Secretaries of India.
We further report that:
The Board of Directors of the Company was duly constituted with proper
balance of Executive Directors, Non-Executive Directors and Independent Director. The
changes in the composition of the Board of Directors that took place during the period
under review were carried out in compliance with the provisions of the Act and Articles of
Association of the Company.
Adequate notice is given to all Directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance,
anda system exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at the meetings.
Majority decision is carried through while the dissenting members'
views, if any, are captured and recorded as part of the minutes.
We further report that there are adequate systems and process in
the Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
Significant Events during the year:
During the year, the entire stake of Mankind Pharma Limited (including
one share held jointly with Mr. Arjun Juneja) in the Company was transferred to Chalet
Hotels Ltd and its Nominee, pursuant to the execution of a Share Purchase Agreement and
other transaction documents. Consequently, there have been changes in the directorship and
shareholding of the Company as detailed below-
A. Change in Shareholding:
Capital Structure |
Pre Transfer |
Post Transfer |
|
Name of Shareholders |
No. of Shares |
Name of Shareholders |
No. of Shares |
Equity Share Capital |
Mankind Pharma Limited |
2,16,55,999 |
Chalet Hotels Ltd |
2,16,55,999 |
|
Arjun Juneja |
1 |
Neel Chandru Raheja (as a
Nominee of Chalet Hotels Limited) |
1 |
|
Total |
2,16,56,000 |
|
2,16,56,000 |
Preference Share Capital |
Mankind Pharma Limited |
384,836,135 |
Chalet Hotels Ltd |
384,836,135 |
|
Total |
384,836,135 |
|
384,836,135 |
B. Change in Directors and Key Managerial Personnel (KMP):
|
Pre Transfer |
Post Transfer |
Name of Director |
Date of Resignation |
Name of Director |
Date of Appointment |
Ashwani Bhardwaj |
18.02.2025 |
Sanjay Sethi |
11.02.2025 |
Mohammad Faisal Siddiqui |
11.02.2025 |
Joseph Conard D'Souza |
11.02.2025 |
Anju Kumari Jha |
11.02.2025 |
Christabelle Baptista |
11.02.2025 |
Vaibhav Sharma |
11.02.2025 |
|
|
Name & Designation of KMP |
Date of Resignation |
Name of KMP |
Date of Appointment |
Manjit Kumar |
11.02.2025 |
Nitin Khanna |
13.02.2025 |
Chief Financial Officer |
|
Chief Financial Officer |
|
Deeksha Thakral |
11.02.2025 |
Bansari Mehta |
13.02.2025 |
Company Secretary |
|
Company Secretary |
|
To,
The Members,
Mahananda Spa and Resorts Private Limited
Khasra No. 605 PTC Road, Narendra Nagar, Tehri Garhwal, Tehri,
Uttarakhand - 249175
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. We have followed the audit practices and process as were appropriate
to obtain reasonable assurance about the correctness of the contents of the Secretarial
records. The verification was done on test basis to ensure that correct facts are
reflected in Secretarial records. We believe that the process and practices, we followed
provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the Company.
4. Where ever required, we have obtained the Management representation
about the Compliance of laws, rules and regulations and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. Our examination
was limited to the verification of procedure on test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
ANNEXURE V
The information required under Section 197 of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given below.
I The ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the Financial
Year 2025:
Name of Directors |
Designation |
Ratio of Remuneration of each |
Remuneration |
|
|
Director to median remuneration |
() |
Mr. Hetal Gandhi |
Non-Executive Chairperson and |
5.5 |
23,75,000 |
|
Independent Director |
|
|
Mr. Joseph Conrad D'Souza |
Independent Director |
1.6 |
24,00,000 |
Mr. Arthur DeHaast |
Independent Director |
1.8 |
30,75,000 |
Ms. Radhika Piramal |
Independent Director |
5.5 |
20,25,000 |
Mr. Ravi C. Raheja |
Non-Executive Director |
7.1 |
7,00,000 |
Mr. Neel C. Raheja |
Non-Executive Director |
4.6 |
8,00,000 |
Dr. Sanjay Sethi |
Managing Director and CEO |
117.5 |
5,11,89,059 |
Mr. Shwetank Singh |
Executive Director (w.e.f. October 24, 2024) |
30.9 |
1,34,43,291 |
II The percentage increase in remuneration of each Director, Chief
Financial Officer, Chief Executive Officer, Company Secretary in the Financial Year 2025
as compared to Financial Year 2024:
Name of Directors and KMPs |
Designation |
% increase / decrease in
Remuneration |
Mr. Hetal Gandhi |
Non-Executive Chairperson and Independent
Director |
106.52 |
Mr. Joseph Conrad D'Souza |
Independent Director |
100.00 |
Mr. Arthur De Haast |
Independent Director |
96.73 |
Ms. Radhika Piramal |
Independent Director |
118.92 |
Mr. Ravi C. Raheja |
Non-Executive Director |
-28.21 |
Mr. Neel C. Raheja |
Non-Executive Director |
-23.81 |
Dr. Sanjay Sethi |
Managing Director and CEO |
5.55 |
Mr. Shwetank Singh |
Executive Director (w.e.f. October 24, 2024) |
N.A. |
Mr. Nitin Khanna |
Chief Financial Officer (w.e.f. July 1,
2024) |
N.A. |
Ms. Christabelle Baptista |
Company Secretary |
39.04 |
Mr. Milind Wadekar |
Chief Financial Officer (upto June 30, 2024) |
-70.17 |
Mr. Rajneesh Malhotra |
Chief Operating Officer (upto October 31,
2024) |
-1.54 |
Note:
1 The remuneration of Non-Executive Directors consists only of Sitting
Fees. The Independent Directors of the Company will be paid Commission for the Financial
Year 2025 in Financial Year 2026.
III The percentage increase in the median remuneration of employees in
the Financial Year 2025:
The percentage increase in the median remuneration of all employees in
the Financial Year was 22.99%.
IV The number of permanent employees on the rolls of Company as on
March 31, 2025:
The number of permanent employees on the rolls of Company as on March
31, 2025 was 2,161.
V It is affirmed that the remuneration paid to the Directors, Key
Managerial Personnel and Members of Senior Management team is as per the Appointment of
Directors & Remuneration of Director and Senior Management Policy of the Company.
CHALET HOTELS LIMITED
Energy Conservation Measures undertaken by the Company during Financial
Year 2025
The energy conservation measures undertaken during the financial year
under review have been broadly categorized into two sections i.e. Projects and Operations:
A. Projects:
At Chalet Hotels, our projects design embodies future-focused passive
and active design strategies while emphasizing sustainability and innovation. Our
integrated design approach includes high performance building envelope such as walls,
roofs with heat reflective surfaces and low emissivity glass for facades and maximising
daylight and ventilation for regularly occupied spaces. We plan onsite as well as offsite
renewable power to ensure lesser dependency on the grid supply. Energy efficient lighting,
pumps, motors and air conditioning system. Use of occupancy and air flow monitoring
sensors, daylight and CO2 sensors. Ensuring efficiency in cooling towers through maximum
Cycle of Concentration (COC) and drift eliminators to reduce the drift losses.
B. Operations:
Some of the ongoing measures that have been deployed are:
Implemented Chiller Plant Room Optimizer featuring automated IP-based
systems, high-efficiency chillers, variable in-line pumps, and low approach cooling
towers.
Replaced old chillers with new energy-efficient chillers featuring a
high coefficient of Performance (COP) to improve cooling efficiency.
Installed Variable Frequency Drives (VFDs) on chiller plant pumping
systems to enhance control and energy efficiency.
Introduced automatic condenser tube cleaning to maintain optimal heat
transfer and reduce energy loss.
Deployed pressure-independent balancing valves in AHUs and FCUs to
optimize operation and improve air conditioning control.
Installed water-to-water heat pumps for efficient hot water generation.
Upgraded larger capacity air handling units with EC motors for improved
operational control and energy efficiency.
Incorporated heat recovery wheels to enhance ventilation system
efficiency.
Installed motion sensors to enable automated lighting control.
Integrated guest room automation for combined lighting and HVAC
control.
Installed on-site solar panels to generate electricity for on-site
consumption.
Implemented carbon monoxide(co) sensors in car parks to maintain air
quality.
Adopted IoT automation leveraging artificial intelligence and machine
learning for optimal equipment operation and control.
Installed boiler flue gas recovery systems to capture energy from steam
boiler exhaust gases.
Applied adiabatic cooling in public areas and Variable Refrigerant
Volume (VRV) Outdoor Unit systems to increase cooling efficiency.
Replaced the master switch in the guest room with a key card holder to
control lighting and air conditioning, thereby enhancing energy conservation during
periods of non-occupancy.
Initiatives undertaken during the Financial Year under review:
Chilled water distribution pumps to energy-efficient inline pumps
equipped with built-in demand control for optimized performance.
Pressure-independent balancing control valves to replace outdated FCU
chilled water control valves, ensuring precise flow and temperature regulation.
Retrofitting water-cooled chillers with Variable Frequency Drives
(VFDs) for better energy control and efficiency during low-load operations.
Introducing non-chemical cooling tower water treatment at selected
hotels, eliminating the use of harmful chemicals and promoting environmental
sustainability.