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Kamat Hotels (India) Ltd.

BSE: 526668 Sector: Services
NSE: KAMATHOTEL ISIN Code: INE967C01018
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OPEN 68.80
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VOLUME 4528
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OPEN 68.80
CLOSE 67.60
VOLUME 4528
52-Week high 95.00
52-Week low 40.40
P/E
Mkt Cap.(Rs cr) 167
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kamat Hotels (India) Ltd. (KAMATHOTEL) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 34th Annual Report together withthe Audited Financial Statements (Standalone and Consolidated) of the

Company for the financial year ended 31 st March 2021.

FINANCIAL SUMMARY: below: Thefinancial summaryforthe year underreviewis as

Particulars Standalone
Year ended 31st March 2021 Year ended 31st March 2020
Total Income 5262.75 17958.92
Profit Before Interest Depreciation &Taxation 803.70 5712.31
Less: Interest and Finance Charges (net) 3890.77 3436.40
Less: Depreciation and Amortisation 1000.86 1051.70
Profit / (Loss) Before Exceptional Item and Tax (4087.93) 1224.21
Add/(Less): Exceptional Item Income / (expenses) (Net) 373.17 2369.28
Profit Before Tax (3714.76) 3593.49
Less: Current tax - 297.75
Add: Deferred Tax (credit) (957.56) (273.85)
(Loss) Profit After Tax (2757.20) 3569.59
Other Comprehensive Income 34.15 9.50
Total Comprehensive Income (2723.05) 3579.09
Basic & diluted earnings per share (in Rs.) (11.69) 15.14

PERFORMANCE REVIEW:

The average occupancy of hotels of the Company i.e. ‘The Orchid Mumbai' wasaround 27 % and VITS Mumbai was around 48 %. The Average Room Rate during the year underreview was at Rs. 3145 at The Orchid Mumbai as compared to Rs. 5950 in the previousyear and at Rs. 2501 at VITS Mumbai as compared to Rs. 4477 in the previous year.

STANDALONE:

The total revenue from operations of the Company for the year was recorded at Rs.5162.26 lakhs (of which the turnover of Rs. 1855.37 lakhs pertains to The OrchidMumbai Rs. 1016.51 lakhs pertains to VITS Mumbai and Rs. 2290.38 lakhs pertains toother units) as against Rs. 17868.93 lakhs in the previous year a decrease ofaround 71.11% over the last year. The Company's loss after tax is Rs. 2757.20 lakhs ascompared to profit of Rs. 3569.59 lakhs of previous year (excluding other comprehensiveincome).

MANAGEMENT/ FRANCHISEE / CONTRACTS/OTHERS:

During the year under review the agreements entered for Management of The Orchid HotelPune and VITS Bhubaneswar continued. Also the arrangement under Business ContractAgreement for operation of Mahodadhi Palace Puri continued. During the year under Reviewcompany had accorded its consent to enter into Loyalty and Service agreement with OrchidLoyalty Private Limited to increase revenue of its Units/Hotels.

DIVIDEND:

In view of the prolonged lockdown and consequent travel restrictions to avoid spread ofCOVID-19 pandemic imposed by the Government of India as well other countries globallyalmost all business segments were severely impacted. In these unforeseen and uncertaintimes it is difficult to predict when business conditions will normalise. Therefore inview of losses in current year and in order to conserve cash and ensure/liquidity for theoperations for the Financial Year 2020-21 the Board of Directors decided not to recommendany dividend to the shareholders for the financial year 2020-21.

TRANSFER TO RESERVES:

Due to losses in FY 2020-21 no amount has been transferred to Reserves.

SHARE CAPITAL:

There was no change in the share capital of the Company during the year. As on 31stMarch 2021 the Authorised Share Capital of the Company stands at Rs. 3425 lakhs(excluding forfeited share capital) divided into 34250000 equity shares of Rs. 10/-each whereas the issued subscribed and paid up capital stood at Rs. 2358.41 lakhsdivided into 23584058 equity shares of Rs. 10/- each.

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial date of this report. There has been no changein the nature of business of the Company.

REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIESASSOCIATES AND JOINT VENTURECOMPANIES IN TERMS OF RULE 8(1) OF COMPANIES (ACCOUNTS) RULES2014:

In accordance with the provisions of the Companies ("the Act") SEBI (ListingObligations and Disclosure Requirements) Regulations 2015("ListingRegulations") and Ind AS 110 the Audited Consolidated Financial Statement forms partof the Annual Report.

A copy of Audited Financial Statements of the Subsidiaries/Associates/Joint Venturesshall be made available for inspection at the Registered Office of the Company duringbusiness hours. Any shareholder interested in obtaining a copy of separate FinancialStatement of the Subsidiaries/ Associates/Joint Ventures shall make specific request inwriting to the Corporate Secretarial Department of the Company.

The Audited Financial Statements of the Subsidiaries/ Associates/Joint Ventures arealso available on the website of the Company. In view of thisthe Balance Sheet Statementof Profit and Loss and other related documents of the Subsidiaries/ Associates/ JointVentures are not attached in this Annual Report. However the statement containing thesalient features which is required to be given in Form AOC -1 are provided with theConsolidated Financial Statement of the Company hence not repeated for the sake ofbrevity. As on 31st March 2021 the Company had the following Subsidiaries anda Joint venture Company:

SUBSIDIARY COMPANIES:

1. Orchid Hotels Pune Private Limited (OHPPL)

2. Mahodadhi Palace Private Limited (MPPL)

3. Kamats Restaurants (India) Private Limited (KRIPL)

4. Fort Jadhavgadh Hotels Private Limited (FJHPL)

5. Orchid Hotels Eastern (I) Private Limited (OHEIPL)

JOINT VENTURE COMPANY:

Ilex Developers and Resorts Limited

During the year the Company had not sold or liquidated any of its Subsidiaries /Associates /Joint Ventures and no Subsidiaries/Associates/ Joint Ventures became/ ceasedto be Subsidiaries/Associates/Joint Ventures of the Company and allSubsidiaries/Associates/Joint Ventures are operative.

NOTE ON FINANCIALS OF SUBSIDIARY (OHPPL): s In respect of subsidiary Company i.e.Orchid Hotels Pune Private Limited (OHPPL)(i) Vide agreement dated 24thDecember2018

International Asset Reconstruction Company Private Limited (IARC) purchased the loanfrom M/s Asset Reconstruction Company India Limited (ARCIL) [lender to whom loan wassold/assigned by ICICI Bank in earlier years] for an aggregate amount of Rs. 13500.00lakhs on cash basis which as per the legal advice received by the Company is not incompliance of the circulars / notifications issued by Reserve

Bank of India. Even otherwise the said sale could not be termed either as sale orassignment as there existed non-compliance of mandatory provisions of law in order toeffectuate such a transactions in compliance with the provisions of law. s As perthe books of the company total outstanding towards this loan is Rs. 18833.99 lakhs(including interest liability accounted in books upto 30th September 2013). The interestamount from 1stOctober 2013 till 31st March 2021 has not been provided inbook nor has the same been quantified. Non provision of interest is not in compliance withthe accounting treatment as prescribed under Ind. AS 23 Borrowing Cost. s As perthe legal opinion obtained by the management of OHPPL and in accordance with thesettlement arrangement between Company subsidiary and IARC the liability shown infinancial statement of the subsidiary as well as loan and guarantees in the financialstatement of the Company (i.e. Guarantors) would get extinguished. Further the Companyhas agreed to transfer 100% equity shares of the subsidiary company (OHPPL) to IARC for aconsideration of Rs. 1/- and in turn thereof IARC shall release all the corporate andpersonal guarantees unconditionally. The other terms/conditions and obligation as agreedbetween the parties along with the extinguishment as mentioned above will be accountedwhen the definitive agreement is executed. IARC has replied to the Company in principleagreeing to the terms of the settlement and also suggested that modalities for achievingthis are being worked out. Accordingly as per the Company no further liability isrequired to be accounted now.

The statutory auditors have continued to comment on this matter in their report on thefinancial results for the quarter and twelve months ended

31st March 2021 in line with their earlier reports.

SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectivelyhave been duly followed by the Company.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on the date of this report the Company has 6(Six) Directors including 3(Three)Executive and 3(Three) Independent Directors. a. Appointment/Resignation from the Board ofDirectors:

During the year under review Mr. Dinkar D. Jadhav left for his heavenly abode on 19thFebruary 2021. Mr. Vilas Ramchandra Koranne was appointed as a Non-Executive IndependentDirector (Additional Director) on the Board of the Company w.e.f. 29th June2021 based on the recommendation of Nomination and Remuneration Committee to hold officeupto the ensuing Annual General Meeting of the Company.

Accordingly approval of the Members is sought for regularization of Mr. VilasRamchandra Koranne as Independent Director of the Company for a term of 5 years.

During the year under review Ms. Vidita V. Kamat was appointed as an AdditionalDirector on the Board of the Company w.e.f.

29th September 2020 the term of Ms. Vidita V. Kamat as an AdditionalDirector expires at the ensuing Annual General Meeting. Accordingly approval of theMembers is sought for regularization of Ms. Vidita V. Kamat as Director of the Company.

b. Directors retiring by rotation: In accordance with the provisions of the Act and theArticles of Association of the Company Mr. Sanjeev B. Rajgarhia (DIN 07857384)

Director of the Company retire by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for re-

c. 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 of Independence as laid down in Section 149(6)of the Companies Act 2013 and Regulation 16 of SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015. In the opinion of the Board the Independent Directorsfulfill the conditions of independence specified in Section 149(6) of the Act andRegulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.There has been no change in the circumstances affecting their status as IndependentDirectors of the Company. The Independent Directors have also confirmed that they havecomplied with the Company's Code of

d. Woman Director: In terms of the provisions of Section 149 of the Companies Act 2013and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 your Company has complied with the requirement of having at least one IndependentWoman Director. on the Board of the Company.

e. Non-Executive Directors: Dr. Vithal V. Kamat Executive Chairman and ManagingDirector Mr. Sanjeev Badriprasad Rajgarhia and Ms. Vidita V. Kamat are the Non-ExecutiveDirectors of the Company. Others are Independent Directors of the Company.

f. Key Management Personnel (KMP): During the year under review Ms. Shruti Shrivastavand Ms. Ruchta Shah resigned from the post of Company Secretary w.e.f. 15thDecember 2020 and 13th May 2021 respectively. Thereafter Mr. Hemal Sagaliahas been appointed as Company Secretary and Compliance Officer and

Key Managerial Personnel of the Companyw.e.f. 29th June 2021

As on date Ms.Smita Nanda Chief Financial Officer and Mr. Hemal Sagalia CompanySecretary are the Key Managerial Personnel of the Company in accordance with theprovisions of Section 203 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules-2014 beside Dr. Vithal Kamat.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS:

The Company constantly endeavors to familiarize its Independent Directors on thefunctioning of the Company so that they are aware of the functions of the Company andtheir expertise can be utilized for the betterment of the Company. In this view theCompany has conducted Familiarization Programmes to familiarize the Independent Directorsof the Company. Details of the same are disclosed on the website of the Company and theweb link of the same is http://www.khil.com/investors/policies.html.

EXTRACT OF ANNUAL RETURN:

As provided under Section 92(3) and Section 134(3)(a) of the Companies Act 2013 theextract of annual return in Form MGT-9 is available on the website of the Company athttps://www.khil.com/annual-reports/annual-reports.html

NUMBER OF MEETINGS OF THE BOARD:

During the financial year under review 7(Seven) meetings of the Board of Directorswere held.

The intervening gap between two Board meetings was not more than 120 days. Theparticulars of meetings held and attended by each Director are detailed in the CorporateGovernance Report which forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors state that:

1. In the preparation of the annual accounts for the year ended 31stMarch2021 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followed and that there are no material departures from the same.Also read "note on

Financial of subsidiary" (OHPPL) on Page No. 13.

2. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31 st March 2021 and of the profit or lossesof the Company for the financial year ended on that date;

3. They have taken proper and sufficient care for the maintenance of adequateaccounting

Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis;

5. The Directors have laid down Internal Financial Controls to be followed by theCompany and that such Internal Financial Controls are adequate and are operatingeffectively; and

6. Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and are operating effectively.

NOMINATION AND REMUNERATION POLICY:

In terms of Section 178 (3) of the Companies Act 2013 and Listing Regulations apolicy on Nomination and Remuneration of Directors and

Senior Management Employees including inter alia criteria for determiningqualifications policy on Board diversity was formulated by the Nomination andRemuneration Committee and has been adopted by the Board of Directors. The said policy isalso made available on the website of the Company www.khil.com and its web link ishttp://www.khil.com/investors/policies.html.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Particulars of loans given guarantees given Investments made and securities providedby the Company under Section 186 of the Companies Act 2013 are given as under:

Particulars Opening Balances Movement during the year Closing Balance
Loans Given - - -
Guarantee Given/ Security Provided 22514.00 - 22514.00
Investment Made 23.13 5.81* 28.94
*Movement in the year represents Fair value adjustment

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party

Transactions which is available on Company's website at www.khil.com/policies. ThePolicy intends to ensure that proper reporting; approval and disclosure processes are inplace for all transactions between the Company and Related Parties. All transactionsentered by the Company with Related Parties were in ordinary course of business and atarm's length basis.

The Audit Committee has granted omnibus approval for the transactions (which arerepetitive in nature) and the same was reviewed by the Audit Committee and Board ofDirectors.

During the year the Company has not entered into any contract arrangement ortransaction with Related Parties that could be considered material in accordance with theRelated Party Transaction Policy of the Company.

Suitable disclosure as required under Ind-AS-24 has been made in Notes to the FinancialStatements.

STATEMENT OF ANNUAL PERFORMANCE EVALUATION OF BOARD COMMITTEES AND DIRECTORS:

The Company has established the procedure for performance evaluation of the BoardCommittees and other individual Directors (including Independent Directors) which includecriteria for performance evaluation of Non-executive Directors and Executive Directors.The performance evaluation process inter-alia considers attendance of Directors at Boardand Committee Meetings acquaintance with business communication inter se board memberseffective participation domain knowledge and compliance with code of conduct vision andstrategy.

The Board carried out an annual performance evaluation of the Board CommitteeIndividual Directors and the Chairperson. The Chairman of the respective Committees sharedthe report on evaluation with the respective Committee members. The performance of eachCommittee was evaluated by the Board based on evaluation report received from respectiveCommittees.

The report on performance evaluation of the individual Directors was reviewed by theChairman of the Board and feedback was given to Directors.

MEETING OF INDEPENDENT DIRECTORS:

The Meeting of Independent Directors was conducted in an informal and flexible mannerto enable the Independent Directors to discuss matters pertaining to inter alia review ofperformance of Non-Independent Directors and the Board as a whole review the performanceof the Executive Chairman of the Company (taking into account the views of the Executiveand Non- Executive Directors) review the performance of the Company assess the qualityquantity and timeliness of flow of information between the Company Management and theBoard which is necessary for the Board to effectively and reasonably perform their duties.

The meeting of Independent Directors for the Financial Year under review was held on 24thMarch 2021.

The Chairman of the meeting of Independent Directors apprises the Chairman of theCompany regarding the views/concerns if any of Independent

Directors.

VIGIL MECHANISM:

The Company has established a Vigil Mechanism for Directors and employees to reportgenuine concerns. The Vigil Mechanism enable the Directors employees and all stakeholdersof the Company to report genuine concerns and provides for adequate safeguards againstvictimization of person who use Vigil Mechanism and also makes provision for direct accessto the Chairman of the Audit Committee. The functioning of the Vigil mechanism is reviewedby the Audit Committee from time to time.

None of the whistle blowers have been denied access to the Audit Committee of theBoard. The detail of Vigil Mechanism is put on the Company's website and can be accessedat www.khil.com and its web link is http://www.khil.com/investors/policies.html.

AUDIT COMMITTEE:

The composition of the Audit Committee as required to be disclosed under Section 177(8)of the Companies Act 2013 is given in Corporate Governance report which forms part ofthis Annual Report. During the year under review all the recommendations made by theAudit Committee were accepted by the Board.

RISK MANAGEMENT:

Your Company has a well defined Risk Management framework which is designed to enablerisk to be identified assessed

A quarterly review report on compliance with Risk Management framework of the Companyis placed before the Audit Committee of the Company.

During the year under review no risk threatening the existence of the Company wasidentified.

The Company has reported the Pandemic caused by the Covid-19 as governed under theCompanies Act 2013.

DISCLOSURE OF PECUNIARY RELATIONSHIP:

During the year there was no pecuniary relationship or transactions betweennon-executive directors and the company. No payment except sitting fees was given tonon-executive directors of the Company. No convertible instruments are held by any of thenon-executive directors.

DETAILS OF SHARES ISSUED WITH DIFFERENTIAL VOTING RIGHTS AND SWEAT EQUITIES:

During the year under review the company has not issued any shares with differentialvoting rights as to dividend voting or otherwise and sweat equity shares.

EMPLOYEE STOCK OPTION SCHEME:

During the year under review no option was granted or vested to any employee orDirectors of the Company.

PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES OR BYTRUSTEES FOR THE BENEFIT OF EMPLOYEES:

The Company does not have any scheme of provision of money for the purchase of its ownshares by employees or by trustee for the benefit of employees.

DEPOSITS:

The Company did not accept any deposits within the meaning of Section 73 of theCompanies Act 2013 and Rules made there under at the beginning of the year. During theyear under review the Company has neither invited nor accepted any deposit under Section73 of the Companies Act 2013 and the rules made there under and no deposit was remainingunpaid or unclaimed as at the end of the year.

COST AUDIT:

The Company is not required to maintain cost records as specified by the CentralGovernment under Section 148(1) of theAct.

SECRETARIAL AUDIT:

In terms of the provision of the Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial

Personnel) Rules 2014 the Board had appointed M/s. V. V. Chakradeo & Co.Practicing Company Secretaries to conduct the Secretarial Audit for the financial yearended 31st March 2021. The Secretarial Audit Report for the Financial Yearended 31st March 2021 issued by M/s. V. V. Chakradeo & Co. PracticingCompany Secretaries is annexed herewith marked as "Annexure A" tothis Annual Report.

EMPLOYEE REMUNERATION: [DETAILS AS PER SECTION 197(12) READ WITH RULE 5 OF COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014]:

Disclosures relating to remuneration of Directors Key Managerial Personnel (KMPs) andemployees as required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in"Annexure B" to this

Report. During the year under review there were no employees falling under thecriteria specified under section 197(12) of the Companies Act

2013 and rule 5(2) of the of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. However other information as required under said rule may beobtained by the members by writing to the Company Secretary of your Company and the samebe furnished on request and is also made available on the Company's websitei.e.www.khil.com.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

Conservation of Energy:

The Company continued energy conservation efforts during the year. It has closelymonitored power consumption and running hours on day to day basis thus resulting inoptimum utilization of energy. The hotels are fitted with energy saving devices toconserve energy in the long run.

a) Technology Absorption:

(i) the efforts made towards technology absorption: The activities of the Company atpresent do not involve technology absorption and research and development.

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution; N.A.

(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)

a) the details of technology imported; N.A.

b) the year of import; N.A.

c) whether the technology been fully absorbed; N.A.

d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof; N.A. and

e) the expenditure incurred on Research and Development. N.A.

The activities of the Company at present do not involve technology absorption andresearch and development.

f) Foreign exchange earnings and outgo:

Earnings: Rs. 174.05 lakhs (Previous Year Rs. 1745.60 Lakhs) Utilization (includingimport of capital goods): Rs. 7.13 lakhs (Previous Year Rs. 13.95 Lakhs)

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the year under review no significant or material orders were by passed by theregulators or courts or tribunals which had an impact on the going concern status of thecompany and its operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENT:

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.

Furthermore in accordance with Section 149(8) read with the Code for IndependentDirectors laid down under Schedule IV Clause II (4) of the Companies Act 2013 theIndependent Directors have satisfied themselves on the integrity of financial informationand have ensured that

Financial Controls and systems are robust and secure.

The Board has empowered the Audit Committee to periodically review and confirm that themechanism remains effective for which they have been created.

DISCLOSURES RELATING TO UNCLAIMED SUSPENSE ACCOUNT AS PER REGULATION 34(3) READ WITHSCHEDULE V(F) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATION2015:

Aggregate number of shareholders Number of shareholders who

Number of shareholders to whom Aggregate number of shareholders

and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year approached the issuer for transfer of shares from the Unclaimed Suspense Account during the year shares were transferred Unclaimed Suspense during the year from the and the outstanding shares lying in Account the Unclaimed Suspense Account at the end of the year
One shareholder having 500 equity shares NIL NIL One shareholder having 500 equity shares

The voting rights on the shares in unclaimed suspense account shall remain frozen tillthe rightful owner of such shares claims the shares.

CORPORATE SOCIAL RESPONSIBILITY:

The Company understands the importance of the society in smooth functioning of thebusiness. Thus to acknowledge the constant support provided by the society the Companyinvolves itself in different corporate social responsibility activities.

Brief outline of Corporate Social Responsibility (CSR Policy of company and theinitiatives undertaken by the Company on CSR activities during the under review are setout in "Annexure C" of this report in the format prescribed underthe Companies (CSR Policy) Rules 2014. The CSR Policy is available on the website of theCompany.

The CSR committee on a continuous basis manifests the activities through which it canhave positive impact on the society and be beneficial for larger good of the people.

NOMINATION AND REMUNERATION POLICY

Nomination and remuneration policy is available on the website of the company under theinvestors section.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management's Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") is given as "Annexure D".

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India (SEBI). The Report of Corporate Governance as stipulated under the ListingRegulations is annexed as "Annexure E". The requisite Certificatefrom M/s. V. V. Chakradeo Practicing Company Secretaries confirming compliance with theconditions of Corporate Governance is attached to the report on Corporate Governance.

IMPLEMENTATION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) 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 (permanentcontractualtemporary trainees) are covered under this policy. During the year no complaintspertaining to sexual harassment were received.

STATUTORY AUDITORS:

M/s. N. A. Shah Associates LLP Chartered Accountants Mumbai were appointed asStatutory Auditors of your Company at the Annual General Meeting held on 22ndSeptember2017 for a termoffive . consecutive years

EXPLANATION ON QUALIFICATION MADE BY STATUTORY AUDITORS / SECRETARIAL AUDITOR:

The Statutory Auditors' Report on the Standalone Financial Statements and theSecretarial Auditor's Report do not contain any qualification.

The Statutory Auditors in their report on Consolidated Financial Statements for theyear ended 31st March 2021 have invited reference to Note

36.1 a) of notes to the financial statements and stated that in their opinionnon-provision of interest on the secured loan taken by Company's

Subsidiary viz. Orchid Hotels Pune Private Limited (OHPPL) in its books from 1stOctober 2013 till 31stMarch 2021 is not in compliance with Ind AS 23 –Borrowing Cost. Your Directors are of the view that no provision for interest is requiredto be made in the books of accounts for the reasons detailed in Note 56.2 of thenotes explanatorythefinancial statements which are self- .

EMPLOYEE RELATIONS:

The Management realizes the role and importance of its employees for growth of thebusiness. Therefore the Company continuously strives to maintain cordial relationshipwith its employees. They are also given opportunities to rise and have impact on theworking of the Company.

ACKNOWLEDGEMENTS:

The Directors place on record their appreciation for the sincere and whole heartedco-operation extended by all concerned particularly Company's Bankers FinancialInstitutions Asset Reconstruction Companies Security Trustees Stock ExchangesDepartment of Tourism Municipal authorities the Government of Maharashtra Goa andOdisha the Central Government Suppliers Clientele and the employees of the Company andlook forward to their continued support. The Directors also thank the shareholders forcontinuing their support and confidence in the Company and its management.

For and on behalf of Board of Directors
KAMAT HOTELS (INDIA) LIMITED
Dr. Vithal V. Kamat
Place : Mumbai (DIN 00195341)
Date : 29th June 2021 Executive Chairman and Managing Director

.