To the Members
The Directors are pleased to present the 51st Annual Report of OrientalHotels Limited ("the Company" or "OHL") along with the auditedfinancial statements for the financial year ended March 31 2021. The consolidatedperformance of the Company and its subsidiaries has been referred to wherever required.
1. Financial Results
| ||Standalone ||consolidated |
|Particular ||2020-21 2019-20 ||2020-21 2019-20 |
|Revenue ||11578.08 ||28967.45 ||11588.02 ||29114.06 |
|Other income ||743.50 ||1167.45 ||724.15 ||769.31 |
|Total income ||12321.58 ||30134.90 ||12312.17 ||29883.37 |
|Expenses || || || || |
|Operating expenditure ||14780.48 ||25243.21 ||14790.90 ||25273.67 |
|Depreciation and amortization expenses ||2874.72 ||2770.19 ||2874.72 ||2770.19 |
|Total Expenses ||17655.20 ||28013.40 ||17665.62 ||28043.86 |
|Profit/(Loss) before finance cost and tax ||(5333.62) ||2121.50 ||(5353.45) ||1839.51 |
|Finance cost ||2200.50 ||2402.37 ||2200.50 ||2402.37 |
|Profit/(Loss) ||(7534.12) ||(358.52) ||(7553.95) ||(640.51) |
|Tax expense ||(2196.18) ||19.90 ||(2196.18) ||19.90 |
|Profit/(Loss) for the year before share of equity accounted investees ||(5337.94) ||(378.42) ||(5357.77) ||(660.41) |
|Add : Share of Profit / (Loss) of Associates and Jointly controlled entity ||NA ||NA ||(1769.84) ||(165.49) |
|Profit / (Loss) for the Year after share of equity accounted investees ||(5337.94) ||(378.42) ||(7127.61) ||(825.90) |
|Non-Controlling Interest ||NA ||N.A ||N.A ||NA |
|Opening Balance of retained earning ||3701.31 ||5200.44 ||15116.69 ||17063.86 |
|Profit / (Loss) for the Year ||(5337.94) ||(378.42) ||(7127.61) ||(825.90) |
|Other comprehensive income / (losses) ||152.32 ||(115.68) ||137.48 ||(113.43) |
|Total comprehensive income ||(5185.62) ||(494.10) ||(6990.13) ||(939.33) |
|Dividend paid ||(357.20) ||(1005.03) ||(357.20) ||(1007.84) |
|Closing balance of retained earnings ||(1841.51) ||3701.31 ||7769.36 ||15116.69 |
In view of the losses incurred by the Company during the year and the absence ofretained earnings the Board did not recommend any dividend for FY 2020-21 (Previous Year0.20 per share) in line with the dividend distribution policy of the Company.
3. Transfer to Reserves
Due to losses in FY 2020-21 no amount has been transferred to Reserves
4. Company's Performance
On a standalone basis the Total Income for FY 2020-21 was Rs.12321.58 lakhs whichwas lower than the previous year's
Total Income of Rs.30134.90 lakhs by 59% caused by the COVID-19 pandemic and effortsto curtail it. Consequent to the severe impact of COVID-19 in the hospitality sector theCompany reported a higher Loss after tax for FY 2020-21 of 5337.94 lakhs in comparisonwith a loss of Rs.378.42 lakhs for FY 2019-20.
On a consolidated basis the Total Income for FY 2020-21 was Rs.12312.17 lakhs lowerthan the previous year's Total Income of 29883.37 lakhs by 59%. The Loss for the yearafter share of profit/(loss) of Associates and Jointly Controlled Entity for FY 2020-21was Rs.7127.61 lakhs as against a loss for the previous year of Rs.825.90 lakhs.
The total borrowings including interest accrued stood at Rs.24147.02 lakhs as on March31 2021 as against Rs.21642.64 lakhs as on March 31 2020.
During FY 2020-21 the Company has not issued any debentures and no debentures wereoutstanding as on March 31 2021.
An analysis of the Business and Financial Results are given in the ManagementDiscussion and Analysis which forms a part of the Annual Report.
5. Subsidiaries Jointly Controlled Entity and Associate Companies
Pursuant to the provisions of Section 129(3) of the Act a statement containing thesalient features of financial statements of the Company's subsidiaries in Form No. AOC-1is attached in the report as Annexure - 1.
Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited financial statements in respect of subsidiaries are available on thewebsite of the Company at :
6. Directors' Responsibility Statement
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe Board is of the opinion that the Company's internal financial controls were adequateand effective during FY 2020-21.
Pursuant to Section 134(5) of the Act the Board of Directors to the best of theirknowledge and ability confirm that:
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
ii. 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 at the end of the financial year and of the loss ofthe Company for that period;
iii. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. They have prepared the annual accounts on a going concern basis;
v. They have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;
vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
7. Directors and Key Managerial Personnel
In accordance with the requirements of the Act and the Company's Articles ofAssociation Mr. Pramod Ranjan (DIN: 00887569) and Mr. Ramesh D Hariani (DIN: 00131240)Directors of the Company retires by rotation and being eligible offers themselves forreappointment. Relevant resolutions seeking shareholders' approval forms part of theNotice.
Pursuant to the provisions of Section 149 of the Act the Independent Directors havesubmitted declarations that each of them meet the criteria of independence as provided inSection 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ('SEBI Listing Regulations'). In terms of Regulation 25(8) of SEBI Listing Regulations they have confirmed that they are not aware of anycircumstance or situation which exist or may be reasonably anticipated that could impairor impact their ability to discharge their duties with an objective independent judgmentand without any external influence. The Board of directors of the Company has taken onrecord the declaration and confirmation submitted by the independent directors afterundertaking due assessment of the veracity of the same. There has been no change in thecircumstances affecting their status as Independent Directors of the Company.
The Independent Directors of the Company have confirmed that they have registered theirnames in the data bank of Independent Directors maintained with the Indian Institute ofCorporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies(Appointment & Qualification of Directors) Rules 2014.
During the year under review the Non-Executive Directors of the Company had nopecuniary relationship or transactions with the Company other than sitting fees andreimbursement of expenses if any incurred by them for the purpose of attending meetingsof the Board/Committee of the Company.
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2021 are:
Mr. Pramod Ranjan - Managing Director & Chief Executive Officer
Mr. Sreyas Arumbakkam - Associate Vice President - Finance & Chief FinancialOfficer
Mr. Tom Antony Associate Vice President - Legal & Company Secretary
The Board of Directors at its meeting held on March 25 2021 approved the proposal tore-appoint Mr. Vijay Sankar as an Independent Director based on the recommendations ofNomination and Remuneration Committee (NRC) for a further period of five (5) years uponthe expiry of his current term on May 11 2021 subject to the Members approval by way ofSpecial Resolution as required under the provisions of the Companies Act 2013. Member'sapproval in this regard has been sought by way of a postal ballot through remote e-voting.
8. Number of Meetings of the Board
Six meetings of the Board were held during the year under review. For details ofmeetings of the Board please refer to the Corporate Governance Report which forms a partof the Annual Report.
9. Board Evaluation
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual Directors pursuant to the provisions of the Act and SEBIListing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of criteria such as the Board Composition and Structure; Degreeof fulfilment of key responsibilities towards stakeholders (by way of monitoring corporategovernance practices participation in the long- term strategic planning etc.);Effectiveness of board processes information and functioning etc.; Extent ofco-ordination and cohesiveness between the Board and its Committees; and Quality ofrelationship between Board Members and the Management.
The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors the board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of Executive Directors and Non-Executive Director
The Board and the NRC reviewed the performance of individual Directors on the basis ofcriteria such as the contribution of the individual Director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued bythe Securities and Exchange Board of India on January 5 2017.
At the Board Meeting that followed the meeting of the Independent Directors and meetingof NRC the performance of the Board its Committees and individual directors was alsodiscussed. Performance evaluation of Independent Directors was done by the entire Boardexcluding the independent director being evaluated.
10. Policy on Directors' Appointment and Remuneration and other Details
The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which is a part of this report and is also available on :http://orientalhotels.co.in/investors/policies/
11. Vigil Mechanism
The Company has established the necessary vigil mechanism for directors and employeesin confirmation with Section 177(9) of the Act and Regulation 22 of SEBI ListingRegulations to report concerns about unethical behavior. The details of the policy havebeen disclosed in the Corporate Governance Report which forms a part of the Annual Reportand is also available on http://orientalhotels.co.in/investors/policies/
12. Internal Financial Control Systems and their Adequacy
The details in respect of internal financial control and their adequacy are included inthe Management Discussion and Analysis which forms a part of the Annual Report.
13. Audit Committee
The details including the composition of the Audit Committee including attendance atthe Meetings and terms of Reference are included in the Corporate Governance Report whichforms a part of the Annual Report.
At the AGM held on July 25 2017 the Members approved the appointment of M/s. PKFSridhar and Santhanam LLP Chartered Accountants (Firm Registration No. 003990S/S200018)as Statutory Auditors for a term of 5 years commencing from July 25 2017 subject toratification of their appointment by Members at every AGM. The appointment was ratified atthe subsequent AGM held on July 25 2018 without requiring any further ratification as therequirement of ratification by Members at every AGM has been done away by the Companies(Amendment) Act 2017 with effect from May 7 2018. Accordingly no resolution is beingproposed for ratification of appointment of statutory auditors at the ensuing AGM.
15. Auditor's Report and Secretarial Audit Report
The Statutory Auditor's Report and the Secretarial Auditor's Report do not contain anyqualifications reservations or adverse remarks or disclaimer. Secretarial Auditor'sReport is attached to this report as Annexure-3.
16. Risk Management
The Audit and Risk Management Committee is responsible for monitoring and reviewing therisk management plan and ensuring its effectiveness. The major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis. The development and implementation of risk management policy has beencovered in the Management Discussion and Analysis which forms part of this report.
17. Particulars of Loans Guarantees or Investments
Particulars of loans guarantees given and investments made during the year underreview in accordance with Section 186 of the Companies Act 2013 is annexed to thisreport. (Refer Note No(s): 6 & 7 of financials).
18. Related Party Transactions
In line with the requirements of the Act and the Listing Regulations the Company hasformulated a Policy on Related Party Transactions and the same can be accessed on theCompany's website at http://orientalhotels.co.in/investors/Policies/ During the year underreview all transactions entered into with related parties were approved by the AuditCommittee. Details of transactions with related party as per Form AOC-2 are provided inthe Annexure-2 to this Report.
19. Corporate Social Responsibility
The brief outline of the Corporate Social Responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year underreview are set out in - Annexure-5 of this report. For other details regarding the CSRCommittee please refer to the Corporate Governance Report which is a part of thisreport. The CSR policy is available on http://orientalhotels.co.in/investors/policies/
20. Annual Return
As per the requirements of Section 92(3) and 134(3)
(a) of the Act and Rules framed thereunder the annual return in form MGT-07 for FY2020-21 is uploaded on the website of the Company and the same is available onhttp://orientalhotels.co.in/investors/annual-report/
21. Particulars of Employees
The information required under Section 197 of the Act read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended asAnnexure-4 to this report.
The statement containing names of top ten employees in terms of remuneration drawn andthe particulars of employees as required under Section 197(12) of the Act read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is provided in a separate annexure forming part of this report. Further thereport and the accounts are being sent to the Members excluding the aforesaid annexure. Interms of Section 136 of the Act the said annexure is open for inspection and any Memberinterested in obtaining a copy of the same may write to the Company Secretary.
22. Disclosure Requirements
As per SEBI Listing Regulations the Corporate Governance Report with the Auditors'Certificate thereon and the Management Discussion and Analysis are attached which formspart of this report.
As per Regulation 34 of the SEBI Listing Regulations a Business Responsibility Reportis attached and is a part of this Annual Report.
Your Company has formulated and adopted a Dividend Distribution Policy as envisagedunder Regulation 43A of the SEBI (Listing Obligations and Disclosures) Regulations 2015as part of its corporate governance practices.
The policy is available on the Company's website athttp://orientalhotels.co.in/investors/policies/
The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.
23. Deposits from Public
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earningsand Outgo [Pursuant to Companies (Accounts) Rules 2014]
A. Conservation of Energy:- In its endeavor to conserve energy various measures havebeen undertaken on an ongoing basis at the hotel units of the Company. Installation ofsolar lighting and hearing panels coupled with phasing out of conventional lightings withCFL and LED lights resulted in reduction in power consumption. Efforts to increase theshare of renewable source of energy like wind and solar also help in reduction in bothpower consumption cost and carbon foot print.
B. Technology Absorption: The Company continues to adopt and use the latesttechnologies to improve the efficiency and effectiveness of its business operations.
C. Foreign Exchange Earnings and Outgo:
Earnings: Rs.480.08 lakhs
Outgo : Rs.205.88 lakhs
24. Material changes and commitment affecting the financial position of the Company
The impact of COVID-19 on the Company's financial statements has been given in Note2(b) of the notes to financial statements for the year ended March 31 2021 and theCompany's response to the situation arising from the pandemic has been explained in theManagement Discussion and Analysis which forms a part of the Annual Report.
25. Significant and material orders passed by the regulators
During the year under review no significant material orders were passed by theRegulators or Courts or Tribunals impacting the going concern status and the Company'soperations.
26. Disclosures in relation to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 (POSH Act)
The Company has always believed in providing a safe and harassment- free workplace forevery individual working in the Company. The Company has complied with the applicableprovisions of the POSH Act and the rules framed there under including constitution ofthe Internal Complaints Committee. The Company has in place an Anti-Sexual HarassmentPolicy in line with the requirements of the POSH Act and the same is available on theCompany's website at: http://orientalhotels.co.in/investors/policies/
During the financial year the Company has received one (1) compliant and the same wasredressed in accordance with the Anti-Sexual Harassment Policy.
27. Cost Auditors
Maintenance of cost records as specified by the Central Government under Section 148(1) of the Act is not applicable to the Company.
The Directors thank the Company's customers vendors investors and academic partnersfor their continuous support.
The Directors also thank the Government concerned Government departments and agenciesfor their co-operation.
The Directors appreciate and value the contribution made by every member of the OHLfamily.
The Directors place on record its appreciation for the valuable contributions made byall our employees and their families for making the Company what it is today.
| || ||For and on behalf of the Board |
| || ||Puneet Chhatwal |
|Place : ||Mumbai ||Chairman |
|Date : ||April 23 2021 ||DIN: 07624616 |