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Chalet Hotels Ltd.

BSE: 542399 Sector: Services
NSE: CHALET ISIN Code: INE427F01016
BSE 00:00 | 14 May 147.50 -1.70
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OPEN 148.20
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VOLUME 22231
52-Week high 215.25
52-Week low 99.00
P/E
Mkt Cap.(Rs cr) 3,024
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OPEN 148.20
CLOSE 149.20
VOLUME 22231
52-Week high 215.25
52-Week low 99.00
P/E
Mkt Cap.(Rs cr) 3,024
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Chalet Hotels Ltd. (CHALET) - Director Report

Company director report

Dear Members

Chalet Hotels Limited

The Board of Directors are pleased to present your Company's Thirty Fifth Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended March 312020.

Financial Results

Your Company's financial performance for the Financial Year ended March 312020 is summarised below:

(Rs in million)

Standalone

Consolidated

Particulars

For the year ended

For the year ended

March 31 2020March 312019March 31 2020March 312019
Revenue from Operations9765.249871.739811.289871.73
Other Income272.44436.03278.97476.08
Total Income10037.6810307.7610090.2510347.81
Total Expenses6607.776670.406445.136679.47
Earnings before Interest Depreciation Amortisation Tax & Exceptional Items3429.913637.363645.123668.34
Depreciation and Amortisation Expenses1113.661154.171133.171154.17
Finance Costs1446.132651.511461.762656.69
Profit / (Loss) before Exceptional items and Tax870.12(168.32)1050.19(142.52)
Exceptional items(41.71)(40.96)(41.71)(40.96)
Profit / (Loss) before tax828.41(209.28)1008.48(183.48)
Tax Expense12.27(107.21)12.22(107.21)
Profit / (Loss) for the year816.14(102.07)996.26(76.27)
Other Comprehensive Income / (Expense) for the year net of tax(11.28)(7.68)(11.27)(7.68)
Total Comprehensive Income / (Expense) for the year804.86(109.75)984.99(83.95)
Total Comprehensive Income / (Expense) attributable to Owners of the Company--1015.48(83.95)

The WHO-declared pandemic of COVID-19 resulted in an extended lockdown and travel restrictions in India as well as in many nations across the world. The spread of the pandemic had a muted impact on business of the Company until middle of March. However the social distancing norms travel advisories for passengers and airlines and the nationwide lock down led to a sharp decline in revenue in second half of March. Your Company initiated various measures to contain the impact from COVID-19 with the health and safety of its employees and guests and business risk mitigation as top priorities. Taking this into consideration knowledge sharing sessions on precaution prevention and control were conducted at the Company's offices and Hotel Units even before India declared its first positive case. Your Company leveraged learnings from the past and the experience of its operating partners in combating the pandemic in other Asian markets to kick start cost initiatives as early as February 2020.

Further a detailed note on the state of the Company's affairs and of its subsidiaries is being covered in the Management Discussion & Analysis section of the Annual Report.

Capital Structure

Authorised Share Capital

During the year under review there was no change in the Authorised Share Capital of your Company. The Authorised Share Capital of your Company is Rs 4451 million.

Paid-up Equity Share Capital

During the year under review there was no change in paid-up equity share capital of the Company.

Paid-up Preference Share Capital

Your Company had entered into a Subscription Agreement dated June 4 2018 with Mr. Ravi C. Raheja and Mr. Neel C. Raheja Promoters of the Company wherein they agreed to provide your Company with funds required to meet any costs expenses and liabilities pertaining to the Koramangala Residential project including any costs and expenses towards the ongoing litigation and the completion of the Koramangala Residential project by way of subscription by themselves or by their designated nominees to 20000 Zero Coupon Non-Cumulative Non-Convertible Redeemable Preference Shares ('NCRPS' / 'Subscription Securities') of C100000 each in 2 (Two) series (viz. Series A and Series B) of 10000 each aggregating to H 2000 million (Initial Subscription Amount). The Promoters of your Company have further agreed that in the event the amount required towards meeting the project expenses exceeds the Initial Subscription Amount the Promoters shall either directly or through their designated nominees subscribe to such additional number of subscription securities as may be required to meet the project expenses.

The NCRPS have been fully subscribed. An amount of Rs 1000 million and Rs 250 million has been called and paid-up as on the date of the Balance Sheet in respect of the Series A and Series B NCRPS respectively. The amounts raised have been utilised in line with the subscription agreement referred to hereinabove.

Borrowings:

The aggregate borrowings of your Company stood at Rs 17840.43 million (including Preference Share Capital of Rs 1107.99 million) as at March 31 2020 as compared to H 15436.52 million (including Preference Share Capital of Rs 518.18 million) as at March 312019.

The foreign currency borrowings as on March 31 2020 were lower at US$ 10.98 million as compared to US$ 26.11 million as at March 312019.

Appropriations / Dividend

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ('Listing Regulations') the Company has adopted the Dividend Distribution Policy setting out the broad principles for guiding the Board and the Management in matters concerning declaration and distribution of dividend which is attached as Annexure-I hereto and is also available on the Company's website at https://www.chalethotels.com/policies/ .

In terms of the Dividend Distribution Policy no dividend on Equity Shares is being recommended by the Board of Directors for the year under review.

As per the terms of issue of the 0.001% Non-Cumulative NonConvertible Redeemable Preference Shares ('NCRPS') of Rs 100000 each and subject to the Articles of Association of the Company the NCRPS (other than the Subscription Securities) issued are subject to the availability of profits during any financial year entitled to a nominal dividend of Rs 1/- (Rupee One Only) on each Preference Share per year which amounts to Rs 1600 for the year under review.

Further an amount of Rs 804.86 million has been transferred to Retained Earnings for the year under review.

Projects Under Development

Your Company's proposed development pipeline consists of the following projects:

Hotels

During the year under review your Company entered into an agreement with the Hyatt Group for its hotel Hyatt Regency Navi Mumbai Airoli.

Further your Company has also signed agreements with Marriott Hotels India Private Limited (Marriott) and its affiliates in respect of its upcoming hotels viz. The Westin Hyderabad Hitec City and W Mumbai Powai Lake.

Your Company also executed new contracts with Marriott in respect of existing properties The Westin Hyderabad Mindspace and Lakeside Chalet Mumbai - Marriott Executive Apartments retaining the existing brands.

Your Company has decided to pace its proposed development pipeline appropriately after assessment of the impact of COVID-19 on its business and consumer behaviour.

Commercial Retail and Office Space

The proposed development pipeline assumes a construction of leasable area of over a million square feet across two locations namely Mumbai and Bengaluru which has progressed well during the year under review.

The construction for the projects had to be suspended with effect from late March 2020 pursuant to imposition of the lockdown across the country.

The Company has decided to pace its proposed development pipeline appropriately after assessment of COVID-19 on the business and consumer behaviour.

Re-Branding Hotels

Your Company has entered into an agreement with Marriott and its affiliates for rebranding of the existing hotel viz. Renaissance Mumbai Convention Centre Hotel as 'Westin Mumbai Powai Lake'.

The rebranding has been deferred to 2021 on account of COVID-19.

Residential Project - Koramangala Bengaluru

The residential development project at Bengaluru was on hold during the year under review due to the pending writ petition.

In the writ petition filed by your Company in connection with the cancellation by Hindustan Aeronautical Limited ('HAL') of its height permission for the project of your Company judgement was delivered by the Hon'ble Karnataka High Court on May 29 2020. The Hon'ble High Court has by the judgement inter-alia allowed the writ petition in part and quashed the cancellation of the height NOC by HAL [in so far as cancellation of NOC for construction upto 62 meters above ground level so that the top of the structure when erected shall not exceed 932 meters Above Mean Sea Level ('AMSL')] and remanded the matter to HAL for re-survey of site AMSL within a time bound manner and thereafter based on the re-survey proceed further in accordance with law. The other prayers of your Company have been rejected as premature; with liberty to file necessary application at appropriate time. Further in the meantime HAL is prohibited from taking any precipitative action and your Company is prohibited from putting further construction and modifying/ altering or selling or agreeing to sell or entering into agreements with third parties in respect of any portion of building/property. Your

Company is further reviewing the judgement and will decide its course on the matter after consulting its advisors.

Deposits

Your Company has neither accepted nor renewed any deposits during the year under review.

Loan from Directors

During the year under review your Company has not accepted loans from any of its Directors.

Loans Guarantees Investments and Securities

Your Company falls within the definition of Infrastructure Company as provided under Companies Act 2013 (Act) and is therefore exempt from the provisions of Section 186 of the Act with regard to Loan Investments Guarantees and Securities. Details of loans given security provided in connection with a loan and investments made by your Company are given in Notes 7 8 and 15 of the Standalone Financial Statements.

Foreign Exchange Earnings and Outgo

During the year under review your Company earned foreign exchange of Rs 4253.37 million as compared to Rs 4968.05 million in the previous year.

The total foreign exchange outgo during the year was Rs 896.42 million as compared to Rs 1262.53 million in the previous year.

Subsidiaries and Associate Companies Acquisitions

During the year under review your Company has acquired 100% equity shares and 100% Zero Coupon Fully Compulsory Convertible Debentures of Belaire Hotels Private Limited ('BHPL') for a cash consideration of Rs 1193.32 million. The Company also acquired 100% equity shares and 100% Zero Coupon Fully Compulsory Convertible Debentures of Seapearl Hotels Private Limited ('SHPL') for a cash consideration of Rs 574.68 million. Consequent to the above the said companies have become wholly-owned subsidiaries of your Company.

BHPL is the owner of 'Novotel Pune Nagar Road' Hotel a 223-room Upscale Hotel with a capacity to add 84 to 88 rooms which are currently in a bare-shell condition. During the year under review BHPL reported a Total Income of Rs 47.25 million and Net Loss (after tax) of Rs 39.97 million.

Further it was proposed to defer the interior fit outs of the rooms which are currently in a bare shell condition at Novotel Pune Nagar Road in the near term.

SHPL has during the year under review changed the terms of the 100% Zero Coupon Fully Compulsory Convertible Debentures issued by it to make them non-convertible and thereafter redeemed them on February 12 2020.

Existing

Chalet Hotels & Properties (Kerala) Private Limited is a subsidiary of your Company which had insignificant or no operations during the year under review.

The audited financial statements of the subsidiary companies can be accessed on the website of the Company viz. www.chalethotels.com .

Your Company had for securing the supply of renewable energy acquired 20.8% of the Equity Share Capital of Krishna Valley Power Private Limited and 26% of the Equity Share Capital of Sahyadri Renewable Energy Private Limited being entities engaged in generation of hydropower. 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 and neither 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 form a part of the Annual Report and are reflected in the Consolidated Accounts.

The statement under Rule 8 of the Companies (Accounts) Rules 2014 relating to Subsidiaries & Associates in Form AOC-I is annexed as Annexure II to this Report.

Management Discussion & Analysis Corporate Governance and Business Responsibility Report

Your Company has complied with the Corporate Governance requirements under the Act and Listing Regulations. A separate section on Corporate Governance and detailed reports on Management Discussion & Analysis and Business Responsibility Report form an integral part of this Report.

Directors

Mr. Ravi C. Raheja is due to retire by rotation at the ensuing Annual General Meeting ('AGM') of your Company and being eligible offers himself for re-appointment.

The approval of Members in respect of the aforesaid reappointment has been sought in the Notice convening the AGM of your Company. The disclosure pertaining to the Director being re-appointed as required pursuant to the Listing Regulations and Secretarial Standard-2 is given in the Explanatory Statement to the Notice convening the AGM forming part of the Annual Report.

Mr. Rajeev Newar Executive Director & CFO has expressed his desire to resign from the services of the Company owing to personal reasons which is under consideration.

The Non-Executive Directors of the Company had no pecuniary relationship or transaction with the Company other than sitting fees and professional fees as applicable.

In view of the COVID-19 pandemic and challenges faced by the Company thereby the remuneration of all employees including Key Managerial Personnel & Senior Management was restructured as a mitigation measure whereby a certain percentage component of the current compensation has been made variable pay linked to performance effective April 12020. The terms of remuneration of Mr. Sanjay Sethi Managing Director & CEO and Mr. Rajeev Newar Executive

Director & CFO have been restructured accordingly. The same was approved by the Board of Directors at its meeting held on June 8 2020 pursuant to recommendations of the Compensation Nomination & Remuneration Committee.

Annual Return

The Annual Return of your Company for the Financial Year 2019-20 shall be hosted on the website of your Company i.e. www.chalethotels.com under the Head 'Annual Returns' in the Investor Section post filing of the same with the Registrar of Companies Ministry of Corporate Affairs.

The details forming part of the extract of the Annual Return in Form MGT-9 as per Section 92(3) and 134(3) of the Act read with the Rules framed thereunder is annexed as Annexure VII to this Report.

Number of Board Meetings

During the Financial Year 2019-20 the Board of Directors met 5 (five) times. The details of the meetings are 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 2019-20.

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 2020 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 312020;

(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 2020 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.

Accounting Treatment

The Accounting Treatment is in line with the applicable Indian Accounting Standards ('Ind-AS') recommended by The Institute of Chartered Accountants of India and prescribed by the Central Government.

Adequacy of Internal Financial Controls including with reference to the Financial Statements

The Internal Financial Control Systems including inter-alia the Internal Audit and Internal Controls are commensurate with the size and scale of your Company's operational and commercial activities.

Your Company has provided an adequate system of internal control covering all corporate functions and franchise hotels. The internal control systems provide assurance regarding the effectiveness and efficiency of operations safeguarding of assets reliability on financial control and compliance with applicable laws. The operations of the hotel are largely managed through globally reputed hospitality companies which have their respective internal control systems in place.

Based on the recommendation of the Audit Committee the Board has approved the appointment of PricewaterhouseCoopers Private Limited as Internal Auditors in respect of the Company except the Retail segment in respect of which Grant Thornton India LLP have been appointed as Internal Auditors. During the year under review your Company has appointed a Chief Internal Auditor who will oversee the Internal Audit function and in this capacity reports to the Chairman of the Audit Committee. The reports by the Internal Auditors are placed before the Audit Committee for their review and improvements.

Details of Fraud

No material frauds were detected during the year under review.

Board Effectiveness & Board Evaluation

Pursuant to the provisions of the Act and Listing Regulations the Board of Directors has carried out an annual evaluation of its own performance including 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 from all the Directors have been discussed at the meeting of the Board of Directors held on June 8 2020. 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.

Committees

Your Company has constituted Committees of the Board as per the requirements of the Act and Listing Regulations. Details of constitution of the Committees have been enumerated in the Corporate Governance Report which forms a part of the Annual Report.

Corporate Social Responsibility ('CSR')

Your Company has adopted a CSR Policy indicating the broad philosophy and objectives which is available on the website of your Company at www.chalethotels.com/policies/ .

The annual report on CSR activities and details about the composition of CSR Committee along with the initiatives undertaken by the Company on CSR activities during the year under review is annexed as Annexure IV to this Report.

Compensation Nomination & Remuneration

Your Company has 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 and Senior Management. The same is available on the website of your Company viz. www.chalethotels.com/policies/ .

The Compensation Nomination & 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 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 for the Directors (including annual increments if any) and Senior Management will be determined and recommended by the CNR Committee and will be subject to approval by the Board.

Employee Stock Option Scheme (ESOP)

The Board had granted an option in respect of 200000 Equity Shares of Rs 10 each at a price of Rs 320 each to Mr. Sanjay Sethi Managing Director & CEO of your Company under the Chalet Hotels Limited - Employee Stock Option Plan 2018 to vest in three tranches. The first tranche of ESOPs granted have vested during the year under review. No options have been exercised during the year under review.

In terms of the provisions of the SEBI (Share Based Employee Benefits) Regulations 2014 the details of the Stock Options granted under the ESOP have been made available on the website of the Company at www.chalethotels.com/annual- report-19-20/. Further certificate from B S R & Co. LLP Statutory Auditors of the Company with respect to implementation of ESOP would be placed at the ensuing AGM for inspection by the Members of the Company.

Statutory Auditors

At the AGM of your Company held on September 22 2017 M/s. B S R & Co. LLP Chartered Accountants (Firm Registration No. 101248W/W-100022) were appointed as the Statutory Auditors for a term of five consecutive years.

The Report of the Statutory Auditor along with Annexures forms a part of this Annual Report. The Auditors' Report to the Members for the year under review was issued with 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 2019-20. However the Statutory Auditor has drawn attention i.e. an Emphasis of Matter with regard to Note 42 (c) of the Standalone Financial Statements in their report details of which are as follows:

(1) We draw attention to Note 42(c) of the Standalone Financial Statements in respect of the entire building comprising of the hotel and apartments therein purchased together with a demarcated portion of the leasehold rights to land at Vashi (Navi Mumbai) 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 by two public interest litigations and the matter is currently pending with the Honorable Supreme Court of India. Pending the outcome of proceedings and a final closure of the matter no adjustments have been made in the Standalone IndAS Financial Statements as at and for the year ended March 31 2020 to the carrying value of the leasehold rights (reflected as prepayments) and the hotel assets thereon aggregating to Rs 479.33 million and Rs 489.98 million as at March 31 2020 and March 31 2019 respectively.

The Auditors have clarified that their opinion is not qualified in respect of these matters.

Detailed explanation in respect of the matter at Item No. 1 has been provided under Note 42(c) of the Standalone Financial Statements.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company had appointed M/s. Alwyn Jay & Co. Company Secretaries in Practice (Firm Registration No. P2010MH021500) to undertake Secretarial Audit for Financial Year 2019-20. The Secretarial Audit Report is annexed herewith as Annexure V. There are no qualifications or reservations in the report.

Cost Audit

Your Company has been maintaining cost records as specified by the Central Government under Section 148 of the Act. Further during the year under review your Company was 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 and the same is also applicable for the Financial Year 2020-21. Accordingly Mr. Vikas Vinayak Deodhar Cost Accountant (Membership No. 3813) has been appointed as the Cost Auditor by the Board of Directors. The remuneration proposed to be paid has been approved by the Board of Directors based on recommendation of the Audit Committee and is being proposed for approval of the Members at the ensuing AGM.

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 of the website of your Company at www.chalethotels.com/policies/ .

The contracts arrangements or transactions entered into during the year under review by the Company with Related Parties were generally in the Ordinary Course of Business and on an Arm's Length Basis.

During the year under review the Company had not entered into any contract / arrangement / transaction with Related Parties which are materially significant as per the Policy adopted by your Company.

Accordingly particulars of contracts or arrangements with Related Parties referred to in Section 188(1) of the Act along with the justification for entering into such contract or arrangement in Form AOC-2 is annexed as Annexure III of this Report. The Directors also wish to draw attention of the Members to Note 49 of the Standalone Financial Statement which sets out related party disclosures.

Risk Management

Your Company has constituted an Audit and Risk Management Committee as required under the Listing Regulations. Further 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.

Your Company is faced with risks of different types each of which need varying approaches for mitigation. The Risk Management framework defines the risk management approach across the enterprise. The risk framework which seeks to create transparency minimise adverse impact on business objective and enhance your Company's competitive advantage is reviewed by the Audit & 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. The Policy is available on the Company's website at www.chalethotels.com/policies/.

Details of various risks faced by your Company are provided in the Management Discussion and Analysis.

Vigil Mechanism and Whistle Blower Policy

Your Company has in accordance with Section 177 of the Act drawn a Whistle Blower Policy for its Directors and Employees to enable reporting of any wrongdoing within the Company / branches / hotels that falls 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 and all the Employees of the Company to report their concerns about unethical behaviour actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The said policy is available on the Company's website at www.chalethotels.com/policies/.

The Policy covers the adequate safeguards against victimisation of Directors and Employees who avail of the mechanism and also have provided them direct access to the Chairman 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.

Significant and Material Orders passed by Regulators Courts or Tribunals impacting the Going Concern status and Company's operations in future Judgement dated May 29 2020 has been passed by the Hon'ble Karnataka High Court in respect of the residential project at Bengaluru. Please refer to the section 'Residential Project - Koramangala Bengaluru' for more details.

The Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013

Your Company has constituted Internal Complaints Committees in compliance with the requirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013 in respect of the Corporate Office and various units. The said policy is available on the Company's website at www.chalethotels.com/policies/.

During the year under review your Company received 6 (six) complaints on sexual harassment all of which have been resolved and appropriate action taken wherever necessary. There are no pending cases. Workshops have been conducted from time to time to promote awareness on the issue.

Human Capital Initiatives & Particulars of Employees

Your Company focuses on building on the capability of its employees through training and development and work life balance. During the year under review your Company has undertaken various training initiatives for nurturing and developing talent. Further the Company has been certified by the Great Place to Work Institute for benchmarking and planning actions to strengthen its workplace culture.

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 as amended 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.

Further 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 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.

Environmental Initiatives and Energy Management

As a part of efforts to ensure a constant focus on sustainability and to support the deployment of this promise objectives have been articulated for the year that lay out improvement targets that have led to conservation of energy.

As required by 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 VI to this Report.

The information relating to technology absorption is not given since the same is not applicable to your Company.

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.

Acknowledgements

Your Directors would like to thank the Members for their support received and their continued confidence in the Company. Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the regulatory and statutory authorities government and its agencies hotel & retail operating partners stock exchanges depositories lenders legal advisors Registrar & Share Transfer Agent auditors vendors and other key stakeholders.

Your Directors place on record their gratitude to the Company's employees at all levels.

For and on behalf of the Board of Directors of Chalet Hotels Limited

Hetal Gandhi
Place: MumbaiChairman
Date: June 8 2020DIN:00106895

   

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