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HLV Ltd.

BSE: 500193 Sector: Services
NSE: HLVLTD ISIN Code: INE102A01024
BSE 00:00 | 28 Oct 10.65 -0.32
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10.50

NSE 00:00 | 28 Oct 10.75 -0.15
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OPEN 10.66
PREVIOUS CLOSE 10.97
VOLUME 27862
52-Week high 12.99
52-Week low 4.30
P/E
Mkt Cap.(Rs cr) 702
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.66
CLOSE 10.97
VOLUME 27862
52-Week high 12.99
52-Week low 4.30
P/E
Mkt Cap.(Rs cr) 702
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

HLV Ltd. (HLVLTD) - Director Report

Company director report

Dear Members

Your Directors present the 39th Annual Report on the business and operationsof your Company together with the audited accounts for the year ended 31stMarch 2020.

1. Financial Performance

The financial performance of the Company during the year under review is summarizedbelow: Rs lakhs

Particulars Financial Year Financial Year
2019-20 2018-19
Continuing Operations:
Total income 15191.23 15852.79
Less: Expenses other than finance costs and depreciation / amortisation 18226.88 15669.14
Less: Finance costs 90.92 39.66
Less: Depreciation and amortisation expenses 1193.12 957.52
Profit/(loss) before exceptional items and Tax (4319.68) (813.52)
Exceptional items - Profit/(loss) (net) 2309.37 (2966.11)
Profit/(loss) before Tax (2010.31) (3779.63)
Tax expense - -
Profit/(loss) after Tax from continued operations (A) Discontinued operations: (2010.31) (3779.63)
Profit/(loss) from discontinued operations 21369.41 (8109.85)
Tax expense from discontinued operations - -
Profit/(loss) after Tax from discontinued operations (B) 21369.41 (8109.85)
Profit after Tax (A + B) 19359.10 (11889.48)
Other comprehensive income / (loss) net of tax (182.33) 22.09
Total comprehensive income for the year 19176.77 (11867.39)
EPS for continued operations (0.32) (0.60)
EPS for discontinued operations 3.39 (1.29)
EPS for continued and discontinued operations 3.07 (1.89)

2. Reserves

In view of operational losses your Company is not able to transfer any amount to theReserves for the year under review.

3. Dividend

The Directors do not recommend any dividend for the financial year ended 31stMarch 2020 in view of operational losses.

4. Share Capital

There was no change in the share capital of the Company during the year. The issued andpaid up share capital of the Company stands at Rs1261103532 (Rupees one hundred twentysix crores eleven lakhs three thousand five hundred thirty two) divided into 630551766(sixty three crores five lakhs fifty one thousand seven hundred sixty six) Equity Sharesof face value of Rs 2 (Rupees two) each.

5. Fixed Deposits

During the year under review the Company has not accepted any deposits from the publicor from the shareholders.

6. Subsidiary Company its performance and financial position

During the financial year under review your Company has disposed off its sole whollyowned Subsidiary (WOS) viz. Leela Palaces and Resorts Limited under a compositetransaction of sale of the Company's hotel undertakings in Delhi Bengaluru Chennai andUdaipur as well as the Company's business of hotel management operations and 100%shareholdings of the Company sin Leela Palaces and Resorts Limited (WOS) to M/s.BSREP III India Ballet Pte. Ltd. ("Brookfield"). The WOS got transferredto Brookfield on 16th October 2019. The WOS neither carried out any operationsduring the year nor has there been any material change in the nature of its business tillthe date of disposal. As on 31st March 2020 the Company did not have anysubsidiary. In view of the same Form AOC-I (pursuant to first proviso to sub-section (3)of section 129 read with rule 5 of Companies (Accounts) Rules 2014) containing thesalient features of the financial statement of the WOS is not attached to this report.

During the year under review your Company has not incorporated or acquired anycompany.

The Audited Consolidated Financial Statements incorporating the profit and loss accountof the said WOS upto the date of disposal prepared in accordance with AccountingStandards (Ind AS) as applicable to your Company forms part of this Annual Report.

7. Secured Non-Convertible Debentures

During the year under review the Company has not issued/ allotted any Non-ConvertibleDebentures.

In the financial year 2008-09 the Company had issued and allotted 12.50% SecuredRedeemable Non-Convertible Debentures (NCD) of the face value Rs 1000000 (Rupees tenlakhs) each on private placement basis aggregating to Rs 900000000 (Rupees ninetycrores) to LIC of India.

The Company had paid two installments towards redemption of principal amounting to Rs2250 lakhs. However the Company could not pay the third fourth and fifth installmentstowards redemption of principal amount of Rs 2250 lakhs each on NCDs which was due on 30thSeptember 2016 30th September 2017 and 30thSeptember 2018respectively. The Company also defaulted in payment of interest on the aforesaid NCDssince March 2017.

During the year under review the Company has redeemed the debentures in full by way ofa one-time settlement with the sole debenture holder LIC of India.

8. Significant Events during the year

A. Sale of Business Undertakings to M/s. Brookfield

As the Members are aware the Company concluded the transactions with BSREP III IndiaBallet Pte. Ltd. ("Brookfield") for sale of the Company's hotel undertakings inDelhi Bengaluru Chennai and Udaipur as well as the Company's business of hotelmanagement operations and sale of 100% shareholdings of the Company in Leela Palaces andResorts Limited (LPRL) which owned property and held licenses for the development of ahotel in Agra. It was a composite transaction for sale of the aforementioned hotels andrelated assets as well as the trade marks brand and other associated brands andintellectual property rights.

The consideration of Rs 395000 lakhs received from the transaction has been used torepay the lenders of the Company by way of a one-time settlement.

Consequent to the above transactions the Company has only one hotel which is"The Leela Mumbai".

B. Litigations against the Company

(i) Litigation on the transaction with Brookfield for sale of Undertakings

ITC Limited and its subsidiary Russel Credit Limited shareholders of the Companyholding 8.72% of the equity share capital have on 22nd April 2019 filed against theCompany a petition under Section 241 of the Companies Act 2013 for oppression andmismanagement along with 2 applications for urgent hearing and for waiver of therequirement of minimum threshold of 10% shareholding in relation to the transaction withBSREP III India Ballet Pte. Ltd. or its affiliates ("Brookfield") for sale ofhotel undertakings before the NCLT in May 2019 which is to be reheard in future as theBench hearing the case is reconstituted and will be taken up in due course after the COVIDPandemic or as directed by the judiciary.

Two minority shareholders i.e. ITC Limited and Life Insurance Corporation of India(LIC) have filed complaint with the Securities Exchange Board of India (SEBI) against theaforesaid transaction with Brookfield alleging violation of the provisions related torelated party transactions and oppression and mismanagement by the majority shareholdersagainst minority shareholders. Later LIC withdrew from contesting this case. On 23rd July2019 SEBI passed its detailed reasoned and speaking order in the matter of"Complaints Filed by Minority Shareholder of Hotel Leela Venture Limited".

Aggrieved by the aforesaid Impugned Order ITC filed an appeal before the Hon'bleSecurities Appellate Tribunal ("SAT") challenging the findings in the ImpugnedOrder.

On 14thAugust 2019 ITC sought interim relief in the nature of a directionfrom the Hon'ble SAT that till the Appeal is finally heard the Promoters of the Companyand JM Financial Asset Reconstruction Company Limited should be restrained fromvoting in respect of the proposed sale of the Undertakings failing which the captionedAppeal would be rendered infructuous. The Hon'ble SAT did not find it proper to grant astay with respect to the Postal Ballot Notice and / or the voting process. The finaljudgment of the Hon'ble SAT was pronounced on 26th September 2019wherein the appeal of ITC has been rejected. Subsequently ITC has filed a statutoryappeal in the Supreme Court of India and reply has been filed by all the respondents. Thematter will be listed in due course after COVID Pandemic.

(ii) Litigations with Airports Authority of India

In the ongoing disputes (regarding the exorbitant demand of rentals Royalty andMinimum Guaranteed Amount) with Airport Authority of India (AAI) regarding the MumbaiHotel land admeasuring 18000 sq.m and the adjacent land of 11000 sq.m the Companyinitiated Arbitration Applications in the High Court of Bombay in 2017. AAI initiatedEviction Proceedings against this which is still continuing before the Eviction Officer atMumbai. There are several litigations in this regard pending in the Bombay High CourtSupreme Court and the Local Court in Mumbai. The cases in the Bombay High Court and theSupreme Court are yet to be admitted. Due to COVID Pandemic all these cases will be listedin due course and heard in future.

In the meanwhile the Company has initiated Settlement talks with AAI since December2019 which is progressing before the Settlement Advisory Committee (SAC) duly constitutedby the Board of AAI. The Company is awaiting the outcome of the same in the near future.

(iii) Litigations on the Company's land in Hyderabad

The Company had entered into an MOU on 9th April 2014 with PBSAMP ProjectsPrivate Limited (PBSAMP) for sale of land owned by the Company in Hyderabad admeasuring 3acres and 28 guntas for a consideration of Rs 85 crores. As per the MOU the Company hadagreed to settle all pending litigations on the land and obtain permission under the UrbanLand Ceiling Act (ULC) for change in land usage from hotel to residential and forpermission to alienate the land within 180 days from the date of MOU. As per the MOUPBSAMP had advanced Rs 15.5 crores to the Company and the Company settled twoclaims out of this amount. However the Company could not settle remaining claims andcould not get permission from the State Government under the Urban Land Ceiling Act (ULC)for change in land usage and to alienate the land. At present there are five suitspending in the City Civil Court against the Company wherein the Plaintiffs claim to bethe owners of certain portion of the aforesaid land.

PBSAMP terminated the MOU on completion of 180 days from the date of MOU and demandedrefund of

Rs 15.5 crores together with interest @ 21% per annum. Since the Company could not makepayment they initiated legal proceedings against the Company and secured an arbitralaward in their favour. As per the arbitral award dated 8th September 2019 an amount of Rs35 Crores inclusive of interest needs to be paid to the Claimant within 90 days of theaward. The Company has filed an appeal under section 34 of the Arbitration andConciliation Act 1996 against the said impugned award before City Civil Court atHyderabad.

The judge heard the matter briefly on 31st January 2020 and had kept thematter for arguments and disposal in the first week of March 2020. However due to COVIDPandemic it has been adjourned and will be listed in due course.

In the meantime the Company is exploring the option of selling the land "as iswhere is basis" wherein the purchaser shall take care of all the disputes related tothe land either by way of settlement or litigation.

C. Change of the Company's name from Hotel Leelaventure Limited to HLV Limited

As a part of the Brookfield Transaction it was agreed that the word "Leela"would not be a part of the Company's name and hence the Board of Directors in theirmeeting held on 22nd October 2019 decided to change the name of theCompany. As the Company is also well known by its short name "HLVL" it wasdecided to change the name as "HLV Limited" subject to requisite approvals asthe new name so that the short name can continue to be "HLVL".

The shareholders of the Company approved the new name by way of postal ballot theresult of which was declared on 18th December 2019. Subsequently the namechange was effected by the Registrar of Companies Mumbai with effect from 27th December2019 in terms of fresh certificate of incorporation. The Stock Exchanges also took onrecord the change of name of the Company with effect from 8th January 2020.

9. Material Changes and Commitments affecting Financial Position of the Companyhaving occurred since the end of the financial year and till the date of this report

Due to COVID -19 pandemic and nationwide lockdown in the country the Company hadsuspended operations. The lockdown and the extended closure of the hotel during thisperiod have a significant impact on the company's revenue and profitability. There are noother material changes and commitments affecting the financial position of the Companywhich have occurred between the end of the financial year i.e. 31st March 2020and the date of the Directors' report i.e. 29th July 2020.

PALACES HOTELS RESORTS

10. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's operations in future

No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and the Company's operations in future.However attention of the Members is drawn to the legal proceedings pending against theCompany as mentioned at Para No. 8(B) of this Board Report.

11. Directors and Key Managerial Personnel (KMP)

As on the date of this Report the Company has Six (6) Directors consisting of Three(3) Independent Directors Two (2) Executive Directors and One (1) Non-executive Director.

(a) Disqualification of Directors

In terms of the provisions of section 164(2)(b) of the Companies Act 2013 any personwho is or has been a Director of a Company which has failed to repay the depositsaccepted by it or pay interest thereon or to redeem any debentures on the due date or payinterest due thereon or pay any dividend declared and such failure to pay or redeemcontinues for one year or more shall not be eligible to be re-appointed as a Director ofthat company or appointed in other company for a period of 5 years from the date ofdefault. Moreover pursuant to section 167(1)(a) a director incurring the disqualificationunder section 164(2) has to vacate his office of director in all other companies otherthan the company which is in default under that sub-section.

The Company had defaulted in payment of installments towards redemption of principalamounts due on Secured Redeemable Non-Convertible Debentures and also defaulted in paymentof interest on the Debentures issued to LIC of India as mentioned at para 7 above.Accordingly the disqualification under the aforesaid provision got triggered on 30thSeptember 2017. As mentioned in para 7 the Company has made a one-time settlementwith the debenture holder in October 2019 and subsequently filed requisite applicationswith the Registrar of Companies Mumbai for removal of disqualification of the directors.Since the Company's application is still pending before the Registrar of CompaniesMumbai all directors of the Company except Mrs. Madhu Nair are disqualified undersection 164(2)(b) of the Companies Act 2013.

(b) Appointment of Director

Mrs. Madhu Nair was appointed as an Additional Director at the Board meeting of theCompany held on 10th February 2020. Mrs. Nair holds office upto the conclusionof the ensuing Annual General Meeting. The Company has received notice in writing undersection 160 of the Companies Act 2013 from a shareholder signifying his intention topropose Mrs. Nair's name as a candidate to the office of Director.

(c) Directors Retiring by Rotation

There are no directors who are liable to retire by rotation at the ensuing AnnualGeneral Meeting.

(d) Declaration by Independent Directors

The Company has received necessary declaration from each of the Independent Directorsunder Section 149(7) of the Companies Act 2013 that he / she meets the criteria ofIndependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 16 ofSEBI (Listing Obligations and Disclosure Requirement) Regulations 2015. In the opinion ofthe Board the Independent Directors fulfill the conditions of independence specified inSection 149(6) of the Act and Regulation 16 of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015. There has been no change in the circumstances affectingtheir status as independent directors of the Company. The Independent Directors have alsoconfirmed that they have complied with the Company's Code of Business Conduct &Ethics.

In the opinion of the Board the Independent Directors possess integrity expertise andexperience including the proficiency.

(e) Woman Director

In terms of the provisions of Section 149 of the Companies Act 2013 and Regulation 17of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 your Companyhas complied with the requirement of having at least one Independent Woman Director on theBoard of the Company. Ms. Saija Nair is the Women Independent Director of the Company.

(f) Whole-time Directors

Mr. Vivek Nair Chairman & Managing Director and Mr. Dinesh NairCo-Chairman & Managing Director are the Whole-time Directors of the Company.

(g) Key Management Personnel (KMP)

Mr. Vivek Nair Chairman & Managing Director Mr. Umesh Dombe Chief FinancialOfficer and Ms. Saviti Yadav Company Secretary are the Key Managerial Personnel of theCompany in accordance with the provisions of Section 203 of the Companies Act 2013 readwith Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

During the financial year 2019-20 the following changes have taken place among theKMPs: Mr. Alen Ferns Company Secretary resigned from the services of the Company witheffect from 2nd March 2020 and Ms. Saviti Yadav has been appointed as theCompany Secretary of the Company with effect from 11th March 2020.

Mr. Rajan Shah resigned as the Chief Financial Officer of the Company with effect from22nd October 2019 and Mr. Umesh Dombe was appointed as the Chief FinancialOfficer of the Company with effect from 23rd October 2019. Mr. Rajiv KaulPresident and a Key Managerial Personnel has resigned from the services of the Companywith effect from 16th October 2019.

12. Meetings of the Board

Regular meetings of the Board are held to discuss and decide on various businesspolicies strategies and other businesses. The schedule of the Board / Committee meetingsto be held in the forthcoming financial year are circulated to the Directors in advance toenable them to plan their time schedule for effective participation in the meetings.

The Board of Directors met 8 times i.e. on 27th May 2019 10th August2019 13th August 2019 30th September 2019 22nd October2019 12th November 2019 10th February 2020 and 20th March2020. The intervening gap between two Meetings was within the period prescribed under theCompanies Act 2013 and Regulations 17 of the Securities and Exchange Board of India(Listing Obligation and Disclosure Requirements) Regulations 2015. Detailed informationon the meetings of the Board is included in the Report on Corporate Governance whichforms part of this Annual Report.

13. Audit Committee

The Audit Committee met six times during the year under review. The Audit Committee isconstituted in accordance with the provisions of Section 177 of the Companies Act 2013and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. As on the date of this Report the Committee comprises of 4 Directorsi.e. three Independent Directors and the Chairman & Managing Director as a member. Thedetails with respect to the composition roles terms of reference etc. of the AuditCommittee are given in detail in the ‘Report on Corporate Governance' of the Companywhich forms part of this Annual Report.

There are no recommendations of the Audit Committee which have not been accepted by theBoard.

14. Nomination and Remuneration Committee

The Nomination and Remuneration Committee met three times during the year under review.

As on the date of this Report the Committee comprises of 4 Directors i.e.three Independent Directors and the Chairman & Managing Director as a member.

The details with respect to the composition roles terms of reference etc. of theNomination and Remuneration Committee are given in detail in the ‘Report on CorporateGovernance' of the Company which forms part of this Annual Report.

15. Nomination and Remuneration Policy

The Company has formulated and adopted the Nomination and Remuneration Policy inaccordance with the provisions of Companies Act 2013 read with the Rules issued thereunder and the Listing Regulations.

The said Policy of the Company provides that the Nomination and Remuneration Committeeshall formulate the criteria for appointment of Executive Directors Non-ExecutiveDirectors Independent Directors Key Managerial Personnel and persons in the SeniorManagement of the Company including criteria for determining qualificationsremuneration positive attributes independence of a Director and other matters asprovided under sub-section (3) of Section 178 of the Companies Act 2013 and the ListingRegulations.

The salient features of the Policy are set out in the Corporate Governance Report whichforms part of this Annual Report. The Policy is also available on the website of theCompany web-link: https://www.hlvltd.com/assets/investors_relations/Policy%20on%20Remuneration%20Policy%20-%20Criteria.pdf

16. Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 & 25 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hascarried out an annual performance evaluation of its own performance and of the IndependentDirectors individually as well as the Committees of the Board. The performance evaluationof all the Directors was also carried out by the Nomination and Remuneration Committee.The performance evaluation of the Chairman and the Non-Independent Directors was carriedout by the Independent Directors.

17. Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee met once during the year under review. As onthe date of this Report the Committee comprises of 4 Directors i.e. three IndependentDirectors and the Chairman & Managing Director as a member.

The details with respect to the composition roles terms of reference etc. of theCommittee are given in detail in the ‘Report on Corporate Governance' of the Companywhich forms part of this Annual Report.

18. Directors' Responsibility Statement

Pursuant to the requirement under Section 134 of the Companies Act 2013 theDirectors based on the information and representations received from the operatingmanagement hereby state and confirm that: (a) in the preparation of the annual accountsfor the financial year ending 31st March 2020 the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures; (b) they have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that period; (c) they have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; (d) they have prepared the annual accounts on agoing concern basis; (e) they have laid down internal financial controls to be followed bythe Company and such internal financial controls are adequate and were operatingeffectively; and (f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems were adequate and operatingeffectively.

19. Management Discussion and Analysis

A detailed review of the operations performance and future outlook of the Company andits businesses is given in the Management Discussion and Analysis which forms part ofthis Annual Report.

20. Corporate Governance

A separate section on Corporate Governance standards followed by your Company asstipulated under Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms part of this Annual Report.

A Certificate from Mr. Prashant S. Mehta Practicing Company Secretary regardingcompliance with the conditions of Corporate Governance as stipulated under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed to the Report onCorporate Governance.

21. Whistle Blower Policy / Vigil Mechanism

The Company has implemented a Whistle Blower Policy in terms of Section 177(9) &(10) of the Companies 2013 and the Listing Regulation pursuant to which whistle blowerscan raise concerns relating to Reportable Matters (as defined in the policy) such asfraud bribery corruption illegality health and safety environmental issues andwastage / misappropriation of Company's funds / assets violation of the Company's code ofconduct etc. Further the mechanism adopted by the Company encourages the whistle blowerto report genuine concerns or grievances and provides for adequate safeguards againstvictimization of the whistleblower who avails such mechanism. The vigil mechanism alsoprovides direct access to the Members of the Audit Committee including the Chairman ofthe Audit Committee. The functioning of the Vigil mechanism is reviewed by the AuditCommittee from time to time.

None of the whistle blowers have been denied access to the Audit Committee of theBoard. The Whistle Blower Policy is available on the website of the Companyhttps://www.hlvltd.com/assets/ investors_relations/Whistle%20Blower%20Policy.pdf

22. Risk Management

The Board has approved a Risk Management Policy wherein all material risks faced bythe Company are identified and assessed. This framework seeks to create transparencyminimize adverse impact on business objective and enhance your Company's competitiveadvantage. For each of the risks identified in the policy corresponding controls areassessed and policies and procedure are put in place for monitoring mitigating andreporting risk on a periodic basis.

23. Contracts or Arrangements with Related Parties

Your Company undertakes various transactions with Related Parties in the ordinarycourse of business. All Related Party Transactions entered into during the year were inthe ordinary course of business and on arm's length basis. No material Related Partytransactions i.e. transactions exceeding ten percent of the annual consolidated turnoveras per the last audited financial statements were entered into during the financial year2019-20 by your Company. Accordingly the disclosure of Related Party Transactions asrequired under Section 134(3) (h) of the Companies Act 2013 in Form AOC 2 is notapplicable.

There were no materially significant related party transactions with the promotersDirectors and Key Managerial Personnel which may have a potential conflict with theinterest of the Company at large.

The Policy on materiality of Related Party transactions and also in dealing with suchtransactions as approved by the Board is available on the website of the Company athttps://www.hlvltd. com/investor_relation.html. The Policy intends to ensure that properreporting approval and disclosure processes are in place for all transactions between theCompany and the Related Parties. Your Directors draw attention of the members to Note No.34.10 to the standalone financial statements which give the related party disclosures.

24. Internal Financial Control Systems and their adequacy

Your Company has in place adequate internal financial controls with reference tofinancial statements commensurate with the size scale and complexity of its operations.The Company has laid down standards processes and structures which enable implementationof internal financial control across the organization and ensure that the same areadequate and operating effectively. Financial Controls are operative for all the businessactivities of the Company and no material weakness in the design or operation of anycontrol was observed. During the year the internal financial controls as laid down areadequate and were operating effectively.

The Company has appointed M/s. Baker Tilly DHC Private Limited Chartered Accountantsas Internal Auditors who review the internal control systems of the Company and reportthereon. The report of the Internal Auditors is reviewed by the Audit Committee.

25. Extract of Annual Return

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extract of the Annual Return as at 31st March 2020 is annexedas Annexure I to this Report and is also available on the website of the Company athttps://www.hlvltd.com/investor_relation.html.

26. Loans Guarantees or Investments

The Company has not granted any loan or given guarantee or made any investments duringthe year under review.

27. Corporate Social Responsibility (CSR)

In terms of Section 135 of Companies Act 2013 certain companies have to carry out CSRactivities as prescribed. Since the Company does not fall within the criteria of turnoverand/or profit due to continuous losses in the preceding financial years the Company isnot required to form a CSR Committee nor required to contribute to the CSR activities asmandated under the provisions of section 135 of the Companies Act 2013. However theCompany continues to undertake CSR activities for the benefit of the local communitiesnearby its hotel the details of which are disclosed separately in this Annual Report.

28. Disclosure under Section 22 of the Sexual Harassment of Women at Work place(Prevention Prohibition and Redressal) Act 2013

Your Company has zero tolerance towards any action on the part of any employee whichmay fall under the ambit of ‘Sexual Harassment' at workplace and is fully committedto uphold and maintain the dignity of every woman employee in the Company. The Company'spolicy provides for protection against sexual harassment of women at workplace and forprevention and redressal of such complaints. All employees (permanent contractualtemporary trainees) are covered under this policy. The Company has complied withprovisions relating to the constitution of Internal Complaints Committee under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

During the year one complaint pertaining to sexual harassment was received and the samehas been resolved.

29. Auditors

(a) Statutory Auditors and Auditors' Report

Pursuant to the provisions of section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 the Members at the 36th AnnualGeneral Meeting of the Company held on 18th September 2017 had appointed M/s.N. S. Shetty & Co. Chartered Accountants as the Company's Statutory Auditors for aperiod of five years from the conclusion of the 36th Annual General Meetingtill the conclusion of the 41st Annual General Meeting of the Company.

As required under Section 139 of the Companies Act 2013 the Company has obtained awritten consent from the Auditors to their continued appointment and also a certificatefrom them to the effect that their existing appointment is in accordance with theconditions prescribed under the Companies Act 2013 and the rules made there under. TheStatutory Auditors were present at the last Annual General Meeting.

During the period under review even though there are no audit qualifications oradverse remarks there are audit observations on the financial statements. The explanationfor the same has been provided in Note No. 34.2 and 34.12 of the standalone FinancialStatements. The said notes are self-explanatory and do not call for any further comments.

(b) Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed Mr. Prashant S. Mehta Practicing Company Secretary as its Secretarial Auditorto conduct the secretarial audit of the Company for the FY 2019-20. The report ofSecretarial Auditor for the FY 2019-20 is annexed to this report as Annexure II.

The Secretarial Auditor has made certain observations in his report. Paras 11 of theBoard Report explains the status and the same may also be treated as the response to theSecretarial Audit observations.

Compliance with Secretarial Standards

The Secretarial Audit Report confirms that the Company has complied with applicableSecretarial Standards.

(c) Reporting of Frauds by Auditors

During the year under review no frauds have been reported by the Auditors underSection 143(12) of the Companies Act 2013 requiring disclosure in the Board Report.

30. Employee Remuneration

The ratio of the remuneration of each Director to the median employee's remunerationand other details in terms of subsection 12 of Section 197 of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 forms part of this report as Annexure III.

The statement containing particulars of employees as required under Section 197(12) ofthe Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is open for inspection at the RegisteredOffice of the Company during working hours. In terms of Section 136 of the Act theReports and Accounts are being sent to the Members and others entitled thereto excludingthe aforesaid particulars of employees. A copy of this statement may be obtained by theMembers by writing to the Company Secretary.

31. Energy Conservation Technology Absorption Foreign Exchange Earnings and Outgo andOther Disclosures

The disclosures to be made under sub-section (3) (m) of

Section 134 of the Companies Act 2013 read with Rule (8) (3) of the Companies(Accounts) Rules 2014 by your Company are furnished below:

(a) Conservation of Energy

Energy Conservation sustainability and efforts to make the hotel more"Green" have been the main drive throughout the year. Major efforts / stepstaken towards this are:

Energy-efficient lighting like LED and energy efficient electrical equipments areinstalled extensively.

High efficiency HVAC systems used/retrofitted extensively have reduced electricalconsumption.

Computerized Power Monitoring is implemented to monitor and control power consumption.

Main chiller plants and steam boilers have been tuned for best efficiency to conserveenergy.

Hotel is equipped with solar geysers for generating hot water and the rooms areequipped with energy-saving devices during non-occupancy.

STP treated water and Rain Water Harvesting has been implemented.

The Company has 3 windmills with a capacity of 4.5 MW power in the State ofMaharashtra. Windmills continue to produce renewable energy for use in its own hotel.

(b) Technology Absorption

In the opinion of the Board the required particulars pertaining to technologyabsorption under Section 134 of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 are not applicable as hotel is a service industry andthe Company does not have any significant manufacturing operations.

(c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings of the Company (including that of discontinuedoperations) during the year stood at Rs 15905.74 lakhs (previous year Rs 31652.54 lakhs)and foreign exchange outgo (including that of discontinued operations) during the yearstood at Rs 1341.48 lakhs (previous year Rs 3642.44 lakhs).

32. Transfer of unclaimed dividend and Equity Shares to IEPF

Pursuant to applicable provisions of the Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 all unpaid or unclaimeddividends are required to be transferred by the Company to the Investor Education &Protection Fund (IEPF) established by the Central Government after completion of 7(seven) years. Further according to the aforesaid Rules shares in respect of whichdividend has not been paid or claimed by the shareholders for 7 (seven) consecutive yearsor more shall also be transferred to the demat account created by the IEPF Authority.

As per the above provisions all unclaimed dividend upto the financial year ended 31stMarch 2011 has been transferred by the Company to the said Fund. The Company does nothave any unclaimed dividend which needs to be transferred to the said Fund. The Companyhas also transferred the shares in respect of which dividend remained unclaimed for sevenconsecutive years or more upto the financial year ended 31st March 2011 to theIEPF Demat Account. Since there is no unclaimed dividend lying with the Company therewould be no further transfer of shares to the IEPF Authority.

The shares transferred to the IEPF Authority can be claimed by the concerned membersfrom the IEPF Authority after complying with the procedure prescribed under the IEPFRules.

33. Other Disclosures /Reporting

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions pertaining to these items during the yearunder review: (a) Details relating to deposits covered under Chapter V of the Act.

(b) Issue of equity shares with differential rights as to dividend voting orotherwise.

(c) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

(d) Receipt of remuneration or commission from any of the subsidiaries by the ExecutiveDirectors of the Company.

34. Acknowledgements

The Board wishes to place on record its appreciation for the assistance and supportreceived from the lenders government regulatory authorities customers businessassociates and vendors.

Your Directors take this opportunity to express their sincere thanks to all theshareholders and stakeholders for the faith and confidence reposed in the Company and themanagement. Your Directors attach immense importance to the contribution of the employeesand sincerely thank them for sharing the Company's vision and philosophy and for thededication and commitment.

For and on behalf of the Board of Directors
Vivek Nair
Chairman & Managing Director
Mumbai 29th July 2020

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