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Oriental Hotels Ltd.

BSE: 500314 Sector: Services
NSE: ORIENTHOT ISIN Code: INE750A01020
BSE 00:00 | 20 Aug 43.20 -1.50
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42.60

NSE 00:00 | 20 Aug 43.00 -1.20
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OPEN 43.50
PREVIOUS CLOSE 44.70
VOLUME 9212
52-Week high 68.50
52-Week low 32.00
P/E 100.47
Mkt Cap.(Rs cr) 772
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 43.50
CLOSE 44.70
VOLUME 9212
52-Week high 68.50
52-Week low 32.00
P/E 100.47
Mkt Cap.(Rs cr) 772
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Oriental Hotels Ltd. (ORIENTHOT) - Director Report

Company director report

BOARD'S REPORT

To the Members

The Board of Directors are pleased to present the 48th Annual Report of the Companyalong with the audited financial statements (standalone and consolidated) for thefinancial year ended March 31 2018.

Financial Highlights

Rs in Lakhs
Standalone Consolidated
Particulars Year ended March 31 2018 Year ended March 31 2017 Year ended March 31 2018 Year ended March 31 2017
Total Income 36888 34460 36227 33974
Profit before Depreciation Finance Cost Tax and Exceptional Items 6707 5873 6040 5376
Less: Depreciation & Amortization 2766 2498 2766 2498
Less: Finance Cost 3089 3219 3089 3219
Add: Exceptional Items (net) 1 42 1 42
Profit/(Loss) before Tax 853 198 186 (299)
Tax Expense:
– Current Tax 188 180 188 180
– Deferred Tax 65 (135) 65 (135)
Profit/(Loss) after tax 600 153 (67) (344)
Earnings per share ( Rs ) 0.34 0.09 0.34 0.28

State of Company's affairs

Operating Results

The Company achieved a turnover of Rs 36888 lakhs for the period ended March 31 2018increased by Rs 2428 lakhs (7 %) as compared to previous year contributed by the increasein both Room Income and F&B Income.

The Profit (EBITDA) before Depreciation finance cost & Tax for the year endedMarch 31 2018 amounted to Rs 6707 lakhs increased by Rs 834 lakhs (14 %) as compared toprevious year.

Depreciation for the year was higher at Rs 2766 lakhs as compared to Rs 2498 lakhs inthe previous year due to additions to fixed assets as part of the planned renovations atkey properties.

Finance cost for the year ended March 31 2018 at Rs 3089 lakhs was lower thanprevious year by Rs 130 lakhs due to repayment of existing loans in line with therepayment schedule.

The Profit before Tax for the year ended March 31 2018 amounted to Rs 853 lakhs asagainst a profit of Rs 198 lakhs of the previous year.

The tax expense (including deferred tax) for the year ended March 31 2018 amounted toRs 253 lakhs. The Profit after Tax for the year ended March 31 2018 stood at Rs 600 lakhsas against a profit of Rs 153 lakhs of the previous year.

Debenture Redemption Reserve (DRR) available at the year ended March 31 2018 amountedto Rs 2652 lakhs after the transfer of Rs 646 lakhs to the DRR during the year. Notransfer was made to General Reserve during the year ended March 31 2018. The Companyachieved a consolidated turnover of Rs 36227 lakhs for the year ended March 31 2018 anincrease of Rs 2253 lakhs (7%) as compared to Rs 33974 lakhs in the previous year. TheConsolidated Profit before Tax for the year ended March 31 2018 amounted to Rs 186 lakhsas against a consolidated loss of Rs 299 lakhs of the previous year.

Business Overview

India continues to be among the world's fastest growing major economies despitetemporary hiccups caused by demonetisation and goods and services tax (GST)implementation. The country's GDP growth is pegged at 6.7% in 2017 and is likely toaccelerate to 7.4% in 2018 and 7.8% in 2019 on the back of continued traction in privateconsumption and gradual easing of the teething issues following the implementation ofthese reforms.

Robust economic growth and buoyant consumer spending across the world was adequatelyreflected in the performance of the global travel and tourism industry in 2017. Accordingto the World Travel & Tourism Council (WTTC) estimates the sector's direct growthstood at 4.6% in the year and outperformed global economic growth for the seventh year ina row.

In India the Travel & Tourism sector contributed Rs 15239.6 billion (USD 234.0billion) or 9.4% to India's GDP in 2017. This sector created 41622500 jobs or 8% oftotal employment (direct and indirect) in the country in the year and this metric couldrise by 3.1% in 2018. Visitor exports formed 5.8% of total exports generating exportsworth Rs 1777.1 billion (USD 27.3 billion). Investments in the sector stood at Rs 2706.1billion representing 6.3% of total investments and can grow by 6.7% in 2018.

Considerable growth in India's travel and tourism sector has percolated to thehospitality sector as well. The industry has witnessed robust growth in recent years onthe back of increased traffic of domestic travellers rising commercial development andforeign tourist arrivals a growing airline industry and government-led initiatives aimingto stimulate the sector. With a positive outlook of the Indian hospitality sector and thestrong brand it is associated with your company is well positioned to benefit from thegrowth in this sector.

Dividend

Considering the statutory requirement to maintain the Debenture Redemption Reserve(DRR) to the tune of 25% of value of debentures and the inadequacy of profits to maintainthe prescribed DRR as on March 31 2018 the Board of Directors has not recommended anydividend on equity shares for the financial year ended on March 31 2018.

Dividend Distribution policy

Your Company has formulated and adopted a Dividend Distribution Policy as envisagedunder Regulation 43A of the SEBI (Listing Obligations and Disclosures) Regulations 2015on voluntary basis as part of its corporate governance practices.

The policy is given in the Annexure 3 to this report and is also available on theCompany's website at http:// orientalhotels.co.in/wp-content/uploads/2017/05/OHL_Dividend_Distribution_Policy.pdf

Share Capital

The Paid up Equity Share Capital of the Company as on March 31 2018 was Rs 1786 lakhscomprising of 178599180 Equity Shares having face value of Rs 1 each. The Company hasnot issued any equity shares during the financial year 2017-18.

Borrowings

The Company's borrowings as at March 31 2018 on a standalone basis stood at Rs 31326lakhs as against Rs 32232 lakhs as at March 31 2017.

Non-Convertible Debentures (NCDs)

As on March 31 2018 the outstanding NCDs amounts to Rs 20000 lakhs comprising of1000 ‘Series–A Senior Secured Redeemable Non-Convertible Debentures' havingface value Rs 10 lakhs aggregating to Rs 10000 lakhs with coupon rate of 10.25% per annumand 1000 ‘Series–B Senior Secured Redeemable Non-Convertible Debentures' havingface value Rs 10 lakhs aggregating to Rs 10000 lakhs with coupon rate of 2% at an yieldto maturity rate of 10.25% per annum. The NCDs are listed in the Wholesale Debt Market(WDM) segment at National Stock Exchange of India Ltd. During the year the Company hasneither issued nor redeemed any NCDs.

Fixed Deposits

The Company does not accept and / or renew fixed deposit from the general public and /or shareholders. Acceptance and renewal of fixed deposits were discontinued by the Companywith effect from February 17 2003 and July 2009 respectively. There were no amountoutstanding as unclaimed deposit as on March 31 2018 as such deposits had beentransferred to the Investor Education and Protection Fund (IEPF) on the respective duedates.

Particulars of Loans Guarantees and Investments of the Company under Section 186 ofthe Act

The Company has not given any loans or provided any security during the financial yearunder review. The particulars of existing loans and investments have been disclosed undernotes to financial statements.

Subsidiaries Joint Ventures and Associate Companies

The Consolidated Financial Statements of the Company and its Subsidiary Associates andJoint Venture are prepared in accordance with the accounting principles generally acceptedin India including the Indian Accounting Standards (Ind AS) specified under Companies(Indian Accounting Standards) Rules 2015 of the Companies Act 2013 and form part ofthe Annual Report.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the Consolidated Financial Statements and related information of theCompany and audited accounts of the subsidiary can be accessed on Company's website atthe link: http://www.orientalhotels.co.in/investors/financial-results/annual/.

Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of Companies(Accounts) Rules 2014 salient features of the financial statements of the Company'sSubsidiary / Joint Venture / Associates in Form AOC – 1 is furnished in Annexure– 1.

Related party transactions

In line with the requirements under the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 governing Related PartyTransactions (RPTs) your Company has formulated a policy on dealing with RPTs which canbe accessed on Company's website at the link: http://orientalhotels.co.in/wp-content/uploads/2017/01/RELATED-PARTY-TRANSACTIONS-POLICY.pdf. The Policy intends toensure that proper reporting approval and disclosure processes are in place for alltransactions between the Company and Related Parties.

All RPTs including Material Related Party Transactions that were entered into duringthe financial year were in the ordinary course of business and at arm's length.

All Related Party Transactions are placed before the Audit Committee for approval. Astatement containing the details of all Related Party Transactions has been placed beforethe Audit Committee for its review on a quarterly basis.

Approval of shareholders had been obtained for all material RPTs.

Report in respect of RPTs which are material in nature in form No. AOC-2 pursuant toprovisions of Section 134(3)(h) and Rule 8 of Companies (Accounts) Rules 2014 is providedin Annexure - 2 and forms part of this report.

Disclosures as required under Ind-AS 24 in respect of RPTs have been made under Note 41of the Notes to the standalone financial statements.

Director's Responsibility Statement

Based on the framework of internal financial controls compliance systems establishedand maintained by the Company work performed by the internal statutory and secretarialauditors including audit of internal financial controls over financial reporting by thestatutory auditors and the reviews performed by Management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that the Company'sinternal financial controls are adequate and effective during the financial year 2017– 18.

Accordingly pursuant to Section 134(3) (c) and 134(5) of the Act the Board ofDirectors to the best of their knowledge and ability confirm that:–

i. in the preparation of the annual accounts for the year ended March 31 2018 theapplicable accounting standards have been followed and that there are no materialdepartures;

ii. the Directors have selected such accounting policies and applied them consistentlymade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2018 and of the profit ofthe Company for that year ended on that date;

iii. the Directors have taken proper and sufficient care for 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. the Directors had prepared the annual accounts on a going concern basis;

v. the Directors laid down the internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively;

vi. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

Directors and Key Managerial personnel (KMp)

During the year the Board of Directors based on the recommendations of Nomination andRemuneration Committee (NRC) appointed Mr. Giridhar Sanjeevi (DIN: 06648008) as a Directorin the casual vacancy caused by the resignation of Mr. Anil P Goel with effect from July25 2017. He holds office upto the date of the forthcoming Annual General Meeting and isfurther proposed to be appointed as a Non-Executive Director of the Company.

Mr. Rakesh Kumar Sarna the Non-executive Chairman on the Board of the Company hasresigned from the Board with effect from September 30 2017 due to his resignation fromIndian Hotels Company Limited. Consequently based on the recommendation of NRC Mr. PuneetChhatwal (DIN: 07624616) is appointed as the Non-Executive Chairman in the place of Mr.Sarna at the board meeting held on January 23 2018.

The Board of Directors based on the recommendations of NRC appointed Mr. HarishLakshman (DIN: 00012602) as an Additional Director under the category of IndependentDirector with effect from May 09 2018. He holds office upto the date of the ensuingAnnual General Meeting and is further proposed to be appointed as Independent Director ofthe Company for a period of five years with effect from May 09 2018.

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed both under the Act and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

In accordance with provisions under the Companies Act 2013 and Articles of Associationof the Company Mr. Ramesh Doulatram Hariani and Mr. Pramod Ranjan Directors of theCompany retire by rotation at the ensuing Annual General Meeting and being eligible tooffer themselves for re-appointment.

Board and Committee Meetings

The Board of Directors has met four (4) times during the year and the interveningperiod between the Meetings was within the period prescribed under the Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Details ofthe composition of the Board and its Committees and of the meetings held and attendance ofthe Directors at such Meetings are provided in the Corporate Governance Report.

Board effectiveness

The Company has adopted the Governance Guidelines which inter alia cover aspectsrelated to composition and role of the Board Chairman and Directors Board diversitydefinition of independence Director's term retirement age and Committees of the Board.It also covers aspects relating to nomination appointment induction and development ofDirectors Director's remuneration Code of Conduct Board Effectiveness Review andmandates of Board Committees.

Board evaluation

The Company has devised a Policy for performance evaluation of the Board Committeesand other individual Directors (including Independent Directors) which include criteriafor performance evaluation of Non-executive Directors and Executive Directors. Theevaluation process inter alia considers attendance of Directors at Board and committeemeetings acquaintance with business communicating inter se board members effectiveparticipation domain knowledge compliance with code of conduct etc.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive and non-executive directors.

Remuneration policy

The Company had adopted a Remuneration Policy for the Directors KMP and otheremployees pursuant to the provisions of the Act and Listing Regulations.

The key principles governing the Company's Remuneration Policy are as follows:

Remuneration for Independent Directors and Non-Independent Non-executive Directors

• Independent Directors (ID) and Non-Independent Non-Executive Directors (NINED)may be paid sitting fees for attending the meetings of the Board and of Committees ofwhich they may be members and receive commission within regulatory limits as recommendedby the NRC and approved by the Board.

• Overall remuneration should be reasonable and sufficient to attract retain andmotivate Directors aligned to the requirements of the Company taking into considerationthe challenges faced by the Company and its future growth imperatives.

• Remuneration paid should be reflective of the size of the Company complexity ofthe sector/ industry/Company's operations and the Company's capacity to pay theremuneration and be consistent with recognized best practices.

• The aggregate commission payable to all the NEDs and IDs will be recommended bythe NRC to the Board based on Company performance profits return to investorsshareholder value creation and any other significant qualitative parameters as may bedecided by the Board. The NRC will recommend to the Board the quantum of commission foreach Director based upon the outcome of the evaluation process which is driven by variousfactors including attendance and time spent in the Board and Committee Meetingsindividual contributions at the meetings and contributions made by Directors other than inmeetings.

• The remuneration payable to Directors shall be inclusive of any remunerationpayable for services rendered in any other capacity unless the services rendered are of aprofessional nature and the NRC is of the opinion that the Director possesses requisitequalification for the practice of the profession.

Remuneration for Managing Director (MD)/ Key Managerial personnel (KMp)/ rest of theemployees

• The extent of overall remuneration should be sufficient to attract and retaintalented and qualified individuals suitable for every role. Hence remuneration should bemarket competitive driven by the role played by the individual reflective of the size ofthe Company complexity of the sector/ industry/ Company's operations and the Company'scapacity to pay consistent with recognized best practices and aligned to any regulatoryrequirements.

• Basic/ fixed salary is provided to all employees to ensure that there is asteady income in line with their skills and experience. In addition the Company providesemployees with certain perquisites allowances and benefits to enable a certain level oflifestyle and to offer scope for savings. The Company also provides all employees with asocial security net subject to limits by covering medical expenses and hospitalizationthrough re-imbursements or insurance cover and accidental death etc. The Company providesretirement benefits as applicable.

• In addition to the basic / fixed salary benefits perquisites and allowances asprovided above the Company provides MD such remuneration by way of commissioncalculated with reference to the net profits of the Company in a particular financialyear as may be determined by the Board subject to the overall ceilings stipulated inSection 197 of the Act. The specific amount payable to the MD would be based onperformance as evaluated by the NRC and approved by the Board.

• The Company provides the management employees a performance linked bonus. Theperformance linked bonus would be driven by the outcome of the performance appraisalprocess and the performance of the Company.

It is affirmed that the remuneration paid to Directors KMP and all other employees isas per the Remuneration Policy of the Company.

Policies

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All our corporate governancepolicies are available on our website (http:// orientalhotels.co.in/investors/policies).The policies are reviewed periodically by the Board and updated based on need and newcompliance requirement.

In addition to the Code of Conduct key policies that have been adopted by the Companyare as follows:

Name of the policy Brief Description Web link
Whistleblower Policy (Policy on vigil mechanism) The Company has adopted the whistleblower mechanism for directors and employees to report concerns about unethical behavior actual or suspected fraud or violation of the Company's code of conduct and ethics. There has been no change to the Whistleblower Policy adopted by the Company during fiscal 2016-17. http://orientalhotels.co.in/wp-content/ uploads/2017/01/WHISTLE-BLOWER- POLICY-AND-VIGIL-MECHANISM.pdf
Policy on Material Subsidiaries The policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the governance framework for them. http://orientalhotels.co.in/wp-content/ uploads/2017/01/POLICY-FOR- DETERMINING-MATERIAL-SUBSIDIARIES.pdf
Related Party Transaction Policy The policy regulates all transactions between the Company and its related parties http://orientalhotels.co.in/wp-content/ uploads/2017/01/RELATED-PARTY- TRANSACTIONS-POLICY.pdf
Code of Conduct for Prevention of Insider Trading The policy provides the framework in dealing with securities of the Company. http://orientalhotels.co.in/wp-content/ uploads/2017/02/CODE-OF-CONDUCT-FOR- PREVENTION-OF-INSIDER-TRADING.pdf
Code of Corporate Disclosure Practices This provides clear guidelines for timely adequate and universal dissemination of information and disclosure of Unpublished Price Sensitive Information http://orientalhotels.co.in/wp-content/ uploads/2017/01/CODE-OF-CORPORATE- DISCLOSURE-PRACTICES.pdf
Policy for Determining Materiality for Disclosures This policy governs the determination of materiality of an event or information for the purpose of disclosures to be made by the Company to the Stock Exchanges. http://orientalhotels.co.in/wp-content/ uploads/2017/01/POLICY-ON-MATERIALITY- OF-EVENTS.pdf
This policy has to be read in congestion with the code of corporate disclosure practices framed by the company under Insider Trading Regulation
Website Archival Policy The policy deals with the retention and archival of corporate records from the website of the Company. http://orientalhotels.co.in/wp-content/ uploads/2017/02/WEBSITE-ARCHIVAL- POLICY.pdf
Dividend Distribution Policy Guidelines for the Board and the Management in declaration and distribution of dividend with a view to ensure fairness transparency sustainability and consistency in the decision for distributing profits to shareholders. http://orientalhotels.co.in/wp-content/ uploads/2017/05/OHL_Dividend_Distribution_ Policy.pdf

Internal Controls Systems and Adequacy

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function iswell defined in the organization. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control systems of the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of InternalAudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and corrective actionssuggested are presented to the Audit Committee of the Board.

Internal financial controls means the policies and procedures adopted by the Companyfor ensuring the orderly and efficient conduct of its business including adherence toCompany's policies safeguarding of its assets prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information. The internal financial controls as laiddown are adequate and are operating effectively during the year under review. As requiredunder Section 143 of the Companies Act 2013 the Statutory Auditors have evaluated andexpressed satisfaction in their opinion on the Company's internal financial controls overfinancial reporting based on an audit.

Audit Committee

The details pertaining to the composition of the Audit Committee are included in theCorporate Governance Report which is a part of this report.

Auditors and Auditor's Report

(i) Statutory Auditors:

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 period of 5 years commencing from the conclusion ofForty-seventh AGM till the conclusion of the Fifty-second AGM subject to the ratificationby the Members every year at the Annual General Meeting. As recommended by the AuditCommittee the Board has proposed the ratification of appointment of M/s. PKF Sridhar andSanthanam LLP Chartered Accountants as statutory auditors for financial year 2018-19. Theratification of appointment by Members is accordingly proposed in the Notice of theensuing AGM without any further ratification required for the remaining term consideringthat the statutory requirement of ratification by members at every AGM has been dispensedwith under the Companies (Amendment) Act 2017.

The notes on financial statement referred to in the Auditor's Report areself-explanatory and do not call for any further comments. The Auditor's Report does notcontain any qualification reservation adverse remark or disclaimer which requires anyexplanation from the Board.

(ii) Secretarial Auditors:

Pursuant to provisions under Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed M/s S Sandeep & Associates Company Secretaries toundertake the Secretarial Audit of the Company for the financial year ended March 312018. The Secretarial Audit Report is attached as Annexure 4. The Secretarial AuditReport does not contain any qualification reservation adverse remark or disclaimer.

Risk Management

The policy framework enables the Company to identify and evaluate risks andopportunities. This framework seeks to create transparency minimize adverse impact onbusiness objective and enhance the Company's competitive advantage. The risk frameworkdefines the risk management approach across the Company at various levels includingdocumentation and reporting.

The Policy framework enables the Company to evaluate risks appropriately rate theserisks and grade the same in accordance with their potential impact and likelihood. The twokey components of risks are the probability (likelihood) of occurrence and the impact(consequence) of occurrence if the risk occurs. Risk is analyzed by combining estimatesof probability and impact in the context of existing control measures.

The Company has laid down procedures to inform Audit Committee as well as the Board ofDirectors about the risk assessment and management procedures and status. These proceduresare periodically reviewed to ensure that the executive management monitors and controlsrisks.

Vigil Mechanism / Whistle Blower policy

The Company has adopted a Whistle Blower Policy to provide a mechanism for theDirectors and employees to report genuine concerns about any unethical behaviour actualor suspected fraud or violation of the Company's Code of Conduct. The provisions of thispolicy are in line with the provisions of Section 177 (9) of the Act and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The whistle blower policy canbe accessed on the Company's website at the link: http://orientalhotels.co.in/wp-content/uploads /2017/01/ WHISTLE – BLOWER - POLICY- AND- VIGIL-MECHANISM.pdf

Corporate Social Responsibility

Your Company works towards facilitating sustainable livelihoods by providing adequateopportunities to the youth of rural and less-privileged sectors of society. Your Companyhotel units which are in smaller cities are engaged in community initiatives such aseducation and nutritional awareness.

The Company does not fall under the category of companies required to spend theprescribed amount towards CSR activities due to inadequate profits. However the Companyhad spent Rs 45 lakhs during the financial year 2017 – 18 on a voluntary basisthrough its various hotel units towards education and other social welfare measures whichincludes payment of school fees distributing rice to the fisherman's family during thenon-fishing period etc.

Significant and Material Orders passed by the Regulators

During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and future operationof the Company.

transfer of shares to Investor education and protection Fund (IepF)

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 (‘the Rules') allunpaid / unclaimed dividends are required to be transferred by the Company to the IEPFestablished by the Central Government after the completion of seven years. Furtheraccording to the Rules the shares in respect of which dividend has not been paid orclaimed by the shareholders for seven consecutive years or more shall also be transferredto the demat account created by the IEPF Authority. Accordingly the Company hastransferred the unclaimed / unpaid dividends. Further the corresponding shares pertainingto the dividend unclaimed for seven consecutive years had been transferred to the IEPF asper the requirements of the IEPF rules details of which are provided on our website athttp://orientalhotels.co.in/investors/unclaimed-amounts/ transfers-to-iepf/

Listing

The Equity Shares of your Company are listed at BSE Limited Mumbai (BSE) and theNational Stock Exchange of India Limited Mumbai (NSE) and the Global Depositary Receipts(GDRs) are listed at Luxembourg Stock Exchange. NCD's issued by the Company are listed atthe Wholesale Debt Market (WDM) segment of NSE. The Listing fees to these Stock Exchangesand custodian fees to depositories viz. NSDL and CDSL have been paid by the Company forthe financial year 2018-19.

Corporate Governance Report Management Discussion & Analysis Report

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the report on Management Discussion & Analysis Corporate Governance as well asthe Auditor's certificate on the compliance of Corporate Governance thereon are attachedand form part of the Annual Report.

Secretarial Standards

The Directors state that applicable Secretarial Standards viz. SS-1 and SS-2 havebeen duly followed by the Company.

Conservation of energy technology transfer and Foreign exchange earnings and outgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 is furnished in the Annexure 5 to this report:

Particulars of employees & related disclosures

The information required under Section 197(12) of the Act read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is furnishedin the Annexure 6 to this report.

The statement containing information as required under Rule 5 (2) and (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part ofthis Annual Report. In terms of the first proviso to Section 136 of the Act the Reportand accounts are being sent to the shareholders excluding the aforesaid statement which isopen for inspection at the Registered Office of the Company. Any shareholder interested inobtaining the same may write to the Company Secretary at the Registered Office of theCompany.

Disclosures as per the Sexual Harassment of Women at Workplace (prevention prohibitionand Redressal) Act 2013

The Company has zero tolerance for sexual harassment at its workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at the workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder for prevention and redressalof complaints of sexual harassment at workplace.

During the year under review the Company has received 2 complaints on sexual harassmentand both the complaints have been resolved and appropriate action taken where sonecessary and no case remain pending.

Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 the Extract of the Annual Return in Form MGT9 is attached as Annexure 7 to this report.

Acknowledgement

The Directors thank the Company's employees customers vendors investors and bankersfor their continued support during the year.

For and behalf of the Board
Place : Chennai PUNEET CHHATWAL
Date : May 09 2018 (DIN: 07624616)
Chairman