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Royal Orchid Hotels Ltd.

BSE: 532699 Sector: Services
NSE: ROHLTD ISIN Code: INE283H01019
BSE 00:00 | 23 Sep 291.15 -0.30
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286.20

NSE 00:00 | 23 Sep 290.05 -1.65
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296.90

HIGH

307.90

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OPEN 293.50
PREVIOUS CLOSE 291.45
VOLUME 39570
52-Week high 307.70
52-Week low 78.40
P/E 52.84
Mkt Cap.(Rs cr) 799
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 293.50
CLOSE 291.45
VOLUME 39570
52-Week high 307.70
52-Week low 78.40
P/E 52.84
Mkt Cap.(Rs cr) 799
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Royal Orchid Hotels Ltd. (ROHLTD) - Director Report

Company director report

Dear Members

The Board of Directors of your Company with immense pleasure presentthe Thirty Fifth Annual Report of your Company along with the Audited Balance SheetStatement of Profit and Loss Statement of changehs in equity and Cash Flow Statement(Standalone and Consolidated) Schedules and Notes to Accounts for the year ended March312021.

Financial Performance

The Company's financial performance for the financial year ended March31 2021 on standalone and consolidated basis is summarized below:

(Rs. in Lakhs)

Particulars

As on March 312021

As on March 312020

Consolidated Standalone Consolidated Standalone
Revenue from operations 8085.00 4782.41 20503.28 11483.91
Other Income 798.91 557.20 1470.53 717.21
Total revenues 8883.91 5339.61 21973.81 12201.12
Food and Beverages Consumed 1313.41 963.40 2465.15 1395.09
Employee Benefit Expenses 2589.58 1190.27 5416.37 2529.92
Finance Costs 1633.63 857.22 1564.08 767.03
Depreciation 1928.96 873.60 1898.73 827.75
Other Expenses 5292.03 2998.27 9559.81 5389.28
Total Expenses 12757.61 6882.76 20904.14 10909.07
Profit before exceptional items tax and minorityinterest (3873.70) (1543.15) 1069.67 1292.05
Exceptional Item (728.05) (2353.15) - -
Profit before tax and minority interest (4601.75) (3896.30) 1069.67 1292.05
Tax expense (600.41) (441.31) 561.91 380.64
Profit/(Loss) for the year (4001.34) (3454.99) 507.76 911.41
Other comprehensive income/(loss) net of tax 9.63 (1.26) 50.50 22.77
Total comprehensive income/(loss) for the year (3991.71) (3456.25) 558.26 934.18

External Environment & Indian Hospitality Industry

The details of the External Environment & Indian HospitalityIndustry and Business Overview are given in the Management's Discussion and AnalysisReport.

Key Financial and operational Highlights:

Standalone performance: During the financial year 2020-21 the Companyearned revenue from operations amounting to Rs.4782.41 lakhs as compared to Rs.11483.91lakhs in the previous financial year thus marking a decline of 58.36% over the previousfinancial year. Total revenues of the Company have decreased by Rs. 6701.5 over theprevious financial year. The Company generated total comprehensive income of Rs (3456.25)Lakhs during the year ended March 312021 as compared to Rs. 934.18 lakhs in the previousfinancial year thus registering a decline of 469.98% over the previous financial year.

Consolidated/Group performance:

During the financial year 2020-21 the Group earned revenue fromoperations amounting to Rs. 8085.00 lakhs as compared to Rs. 20503.28 lakhs in theprevious financial year thus marking a de-growth of 60.57 % over the previous financialyear. Total revenues of the Group have decreased by 59.57 % over the previous financialyear. The Group generated total comprehensive income of Rs (3991.71) lakhs during theyear ended March 312021 as compared to income of Rs. 558.26 lakhs in the previousfinancial year thus registering a decline of 815.03% over the previous financial year.

During the current year the management has carried out an impairmentevaluation of assets made in subsidiaries on account of the losses being incurred by thesubsidiaries. This evaluation resulted in an impairment loss of ? 603.05 lakhs beingrecognised in the Statement of Profit and Loss which has been disclosed as an exceptionalitem.

The impact of covid is given in Note No 2 d to the notes to accounts.

Changes in nature of Business

During the year under review there was no change in the nature ofCompany's business.

Share Capital of the Company and changes there of During thefinancial year under review the issued and paid-up share capital of the Company wasRs.2742.52 Lakhs divided into 27425215 equity shares of facevalue of Rs. 10 per share.In the Financial Year 2020-21 none of the Employees have exercised their Right under theEmployee Stock Option Plan.

Your Company has received a certificate from the Statutory Auditors ofthe Company that the scheme has been implemented in accordance with SEBI (ShareBasedEmployee Benefits) Regulations 2014. The certificate was placed at the 34thAnnual General Meeting for inspection by Members of the Company.

Appropriations

Dividend and transfers to Reserve

The Board of Directors has decided to not to transfer any amount toreserves for the Financial Year 2020-21 in the statement of profit and loss.

Loans Guarantees or Investments

Your Company is exempt from the provisions of Section 186 of theCompanies Act 2013 ('Act') with regard to Loans and Guarantees. Details of Investmentsmade are given in the Note No.4 to the Financial Statements.

Public Deposits

In terms of the provisions of Sections 73 and 74 of theCompanies Act2013 read with Companies (Acceptance of Deposits) Rules 2014 the Company had no openingorclosing balances of public deposits and during the year under review the Company hasalso not accepted any public deposits and as such no amount of principal or interestwasoutstanding as on March 312021.'

Material Changes and commitments affecting financial position betweenthe end of financial year and date of report

The impact of covid is given in Note No 2 d to the consolidated notesto accounts .There have been no material changes and commitments affecting the financialposition of the Company which occurred between the end of the financial year to which thefinancial statements relate and the date of this report.

Revision in Financial statements or Boards' Report undersection 131(1)of the Companies Act 2013

In terms of Section 131 of the Companies Act 2013 the FinancialStatements and Board's Report are in compliance with the provisions of Section 129 orSection 134 of the Companies Act 2013 and that no revision has been made during any ofthe three preceding financial years.

Management Discussion and Analysis Report

The Management's Discussion and Analysis Report on Company'sperformance — industry trends and other material changes with respect to the Companyand its subsidiaries wherever applicable forms part of this Annual Report.

Subsidiaries Associates and Joint Ventures

During the year under review no company has become the SubsidiaryAssociate or Joint venture of the Company.

Pursuant to Section 129 (3) of the Companies Act 2013 a statementcontaining salient features brief financial details of the Company's subsidiaries for thefinancial year ended March 312021 and their contribution to the consolidated financialsin Form AOC — 1 is appended as Annexure — I to the Boards' Report and inconsolidated financials forming part of this Report. The annual accounts of the SubsidiaryCompanies and the related information will be made available to any Member of the Companyseeking such information and are available for inspection by any Member of the Company atthe Registered Office of the Company.

Pursuant to Section 136 of the Companies Act 2013 the financialstatements of your Company Consolidated Financial statements along with relevantdocuments and separate audited accounts in respect of subsidiaries are available on thewebsite of your Company at the following link http://www.rovalorchidhotels.com/investors.

The policy for determining material subsidiaries can be accessed onyour Company's website under the link

http://www.royalorchidhotels.com/investors.

Promoter Group

The names of the Promoters and entities comprising “group"(and their shareholding) as defined under the Competition Act 2002 for the purposes ofSection 3(1 )(e)(i) of SEBI (Substantial Acquisition of Shares and Takeover) Regulations2011 include the following:

S. No. Name of Promoter including Persons Acting in Concert Total Shareholding as on March 312021 Percentage of Shareholding
1. Mr. Chander K Baljee 11958131 43.6
2. Mrs. Sunita Baljee 226260 0.83
3. Mr. Keshav Baljee 903424 3.29
4. Mr. Sunil Sikka 6975 0.03
5. Baljees Hotels and Real Estates Private Limited 5714689 20.84
6. Hotel Stay Longer Private Limited 229337 0.84

Particulars of Contracts or Arrangements made with Related Partiesunder section 188(1) and (2) of the Companies Act 2013

In line with the requirements of the Act and the Listing Regulationsyour Company has formulated a policy on dealing with Related Party Transactions ('RPTs')which can be accessed on the Company's website under the link:

http://www.royalorchidhotels.com/Images/factsheet/Policy-Related-party-transaction.pdf.The Policy intends to ensure that proper reporting approval and disclosure processes arein place for all transactions between the Company and Related Parties.

Prior omnibus approval is obtained for RPTs which are of a repetitivenature and entered in the Ordinary Course of Business and are at Arm's Length. A statementon RPTs specifying the details of the transactions pursuant to each omnibus approvalgranted has been placed on a quarterly basis for review by the Audit Committee. Theparticulars of contracts/arrangements with related parties referred to in Section 188(1)and (2) of the Companies Act 2013 are provided in the prescribed Form AoC-2 appended asAnnexure II to this Boards' Report.

Development in Human Resources and Industrial Relations

The Company continues to maintain a very cordial and healthyrelationship with its workforce across all its units.

The Company is ensuring the best place to work to attract and retaingood employees in the Company. The Company continued to strive towards attractingretaining training multiskilling employees. With the increase in workforce due toexpansion in business envisaging the requirement of adequate on the job training acrossthe various levels of employees a major thrust to the training and developmentofmultiskilled certification programmes has been initiated through Presidency college ofHotel Management. Baljee Foundation continues to offer financial support for medical andeducational needs of certain category of employees. The Human Resource Team carried outthe following programs across the group during the year:

1. Online Hospitality Training Program

2. Food Festivals to make staff experience cuisines of multiple types

3. Plantation drive as an environmental awareness initiative.

4. Many Employees were recognized and rewarded with financial benefitsunder service bonus program. It helps in recognizing and rewarding key talent andresulting in quality talent retention.

The disclosure pursuant to Section 197 (12) of the Companies Act 2013read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel)Rules 2014 (as amended up to date) have been detailed in the Annexure - III to thisBoards' Report.

Conservation of energy technology Absorption Foreign exchangeearnings and outgoes

Your Company is continuously striving towards conservationof energyacross all its units and has implemented various Energy Conservation programs and latesttechnology up gradation measures your Company also earned foreign currency in FinancialYear 2020- 2021 complete details of which has been disclosed in Annexure — IVto this Boards'Report.

Particulars of Loans/Guarantees/Investments

The Company has not given any Inter Corporate loans during thefinancial year 2020-21 except for the subsidiaries amounting to Rs.3052.30 lakhs whichwere duly approved under the applicable provisions of the Companies Act 2013. Particularsrelating to Investments have been detailed in theNotes to Financial Statements formingpart of this Annual Report.

Corporate Governance

Your Company has been practising the principles of good corporategovernance. Pursuant to Securities and ExchangeBoard of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (“LODR") (applicable from December01 2015) a detailed report on corporate governance is available as a separate section inthis AnnualReport.

A certificate of the Company Secretary in whole-timepractice regardingcompliance with the conditions stipulated in the said clause and the LODR is providedseparately as an Annexure - A to the Corporate GovernanceReport.

Board of Directors and changes thereof during Financial Year 2020 -2021

As on March 312021 your Board has following Directors

S. No. Name DIN Category Designation
1 Mr. C. K. Baljee 00081844 Executive Chairman & Managing Director
2 Mr. Sunil Sikka 00083032 Non-Executive Non - Independent Director
3 Mr. Keshav Baljee 00344855 Non-Executive Non - Independent Director
4 Dr. Vivek Mansingh 06903079 Non-Executive Independent Director
6 Mr. Naveen Jain 00051183 Non-Executive Independent Director
7 Ms. Lilian Jessie Paul 02864506 Non-Executive Independent Director

During the financial year 2020-21 the following changes took place inthe Board:

Mr. Sunil Sikka Director of the Company retired by rotation and wasre-appointed as Director at the AGM dated 09th November 2020. Further at theaforesaid AGM Mrs. Lilian Jessie Paul was re-appointed as an Independent Director & MrKeshav Baljee was appointed as a director

Committees of the Board

As on March 31st 2021 your Board has following StatutoryCommittees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

The details of the composition meetings held during the year andattendance of the meetings and the terms of reference of the above Committees of the Boardareprovided in the Corporate Governance Report.

Formal Annual evaluation of Board

Pursuant to section 134 (3) (p) of the Companies Act 2013 and Rule8(4) of Companies (Accounts) Rules 2014 it is mandatory to monitor and review the Boardevaluation framework the Board has carried out peer evaluation of all Board membersannual performance evaluation of its own performance as well as the evaluation of theworking of the Committees of Board as per the criteria laid down in the NominationRemuneration and Evaluation policy. The said policy including above said criteria for theevaluation of the Board individual directors including independent directors and thecommittee of the board has been laid down in the Corporate Governance Report which formpart of this report.

Meetings of the Board held during the Year

During the year under review your Board met 4 (Four) times on27.07.2020; 14.09.2020; 12.11.2020*** and 12.02.2021 all the Board Meetings wereconducted in due compliance with Companies Act 2013 and the Corporate Governanceprinciples specified in the LODR.

*** The Board Meeting of November 12 2020 was adjourned and concludedon November 13 2020.

The details of sitting fees/ remuneration paid to the Directors aredisclosed in the Corporate Governance Report.

Board Meetings were conducted in due compliance with Companies Act2013 and the Corporate Governance principles specified in the LODR.

Declaration by Independent Directors

As on March 312021 your Company has following Independent Directors:

1. Dr. Vivek Mansingh

2. Mr. Naveen Jain

3. Ms. Lilian Jessie Paul

In pursuance of Section 149(7) of the Companies Act 2013all the threeIndependent Directors of the Company have submitted a declaration under Section 149(6)of the Companies Act 2013 and Regulation 16(1) (b) of the LODRthat they meet thecriteria of independence.

Familiarisation programme for Independent Directors

The Company has made a familiarisation programme for theIndependentDirectors which has been disclosed onCompany's website atwww.royalorchidhotels.com/investors.

Separate Meeting of Independent Directors and performance evaluation ofBoard by them

In due compliance with the provisions of Regulation 25(3) ofthe LODR aseparate meeting of Independent Directors was held in the previous calendar year 2020-21to inter-alia consider and discuss the performance of Non-Independent Directors theChairman and to assess the quality quantity and timeliness of flow of information betweenthe management and the listed entity and the Board in order to help Board to perform itsduties.

Audit Committee and its Recommendation(s)

In accordance with Section 177 of the Companies Act 2013 rules madethere under and Regulation 18 of the LODR theCompany has duly constituted the AuditCommittee details of which has been disclosed in the Corporate Governance Report formingpart of this Annual Report and all recommendations made by the Audit Committee wereaccepted by the Board.

Nomination and Remuneration Committee

In accordance with Section 178 of Companies Act 2013 read with Rule 6of Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 19 of LODR theCompany has constituted a Nomination and Remuneration Committee details of which has beendisclosed in the Corporate Governance Report forming part of this Annual Report and alsoon Company's website at www.royalorchidhotels.com/investors and your Company has alsoformulated Royal Orchid Nomination and Remuneration Policy extracts of which arehereunder:

1. The Nomination and Remuneration Committeeshall identify potentialcandidates who are qualified to become Directors and who may be appointed in seniormanagement in accordance with the criteria laid down recommend to the Board theirappointment and removal.

2. The Nomination and Remuneration Committeeshall formulate thecriteria for determining qualifications positive attributes and independence of aDirector and recommend tothe Board a policy relating to the remunerationfor thedirectors key managerial personnel and other Employees.

3. The Nomination and Remuneration Committeeshall while formulatingthe policy ensure that-

a. The level and composition of remuneration is reasonableandsufficient to attract retain and motivate Directors of the quality required to run theCompany successfully;

b. Relationship of remuneration to performance is clear and meetsappropriate performance benchmarks; and

c. Remuneration to Directors key managerial personnel and seniormanagement involves a balance between fixed and incentive pay reflecting short andlong-term performance objectives appropriate to the working of the Company and its goalsprovided that such policy shall bedisclosed in the Board's Report.

4. Recommend nominees to various committees of the Board.

5. Approve and make recommendations to the Board of Directors inrespect of Directors' fees salary structure and actual compensation (inclusive ofperformance based incentives and benefits) of the Executive Directors including theManaging Director;

6. Recommending remuneration for Non-Executive Directors.

7. Ensuring that appropriate procedures are in placeto assess Board'seffectiveness and shall carry outevaluation of every Director's performance.

8. Developing an annual evaluation process of the Board and itsCommittees.

9. Assist the Board of Directors in ensuring that affordable fair andeffective compensation philosophy and policies are implemented;

10. Review and approve the compensation andEmployee Stock Option Plan(“ESOP") to be granted to senior executives requiring approval from the Boardof Directors;

11. Review and approve the changes in terms and conditions of the ESOP;

12. Review and approve the overall budgetary increment proposals forannual increase of compensation and benefits for the Employees;

13. Criteria for selection and appointment of Non- Executive Directors;and

14. Review and approve any disclosures in the annual report orelsewhere in respect of compensation policies or Directors' compensation.

15. Devising a policy on diversity of board of directors;

16. Whether to extend or continue the term of appointment of theindependent director on thebasis of the report of performance evaluation ofindependentdirectors;

17. Recommend to the board all remuneration in whatever form payableto senior management.

18. The Policy for making payment to Non-Executive Directors isavailable on the website of the Company at the followinglink.http://www.royalorchidhotels.com/investors.

Stakeholders' Relationship Committee

In terms of Section 178 of the Companies Act 2013 read withRule 6 ofCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 20 of LODR theCompany has constituted a Stakeholders' Relationship Committee (erstwhile Shareholders'Grievance Committee) details of which along with terms of reference has been disclosedin the Corporate Governance Report forming part of this Annual Report and also onCompany's website at www.royalorchidhotels.com/investors.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the CompaniesAct 2013 andthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard has appointed Mr. G. Shanker Prasad (ACS 6357) Practicing Company Secretary (CoPNo. 6450) to undertakethe Secretarial Audit of the Company for Financial Year 2020- 2021.

There were no qualifications by the Auditor in their Secretarial AuditReport in Form MR-3 for the Financial Year ended 31 March 2021 which is appended asAnnexure - V to this Boards' Report.

Corporate social Responsibility

Your Company has always been committed to Corporate SocialResponsibility (“CSR") and it is one of our commitments to the society. Thedetails of the CSR activities of the Company are enclosed in Annexure - VI.

In accordance with Section 135 of Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Amendment Rules 2021the Company has dissolved it's Corporate Social Responsibility Committee as in accordancewith the Amended Rules and the Company has also adopted a Corporate Social ResponsibilityPolicy (Royal Orchid Corporate Social Responsibility Policy) in this respect extracts ofwhich are on the website of the Company at the following link http://www.royalorchidhotels.com/investors/

Risk Management

The Company has established an effective Compliance Mechanism tomitigate the risk and will be reviewed by the Board periodically. The Company has adoptedRisk Management Policy pursuant to the provision of Section 134 of the Act to identifyand evaluate business risks and approach for mitigation of such risks. The Company hasidentified various risks and also has mitigation plans for each risk identified andreviewed periodically.

Insider trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading)Regulations 2015 (erstwhile SEBI (Prohibition of Insider Trading) Regulations 1992) asamended till date the Code of Conduct for prevention of Insider Trading and the Code offair disclosure as approved by the Board from time to time are enforced by the Company.

The Company has adopted a Code of Conduct to regulate monitor andreport trading by insiders under the SEBI (Prohibition of Insider Trading) Regulations2015. This Codeof Conduct also includes code for practices and procedures for fairdisclosure of unpublished price sensitive information and this is made available on theCompany's website www.royalorchidhotels.com/investors.

The objective of this Code is to protect the interest of Stakeholdersat large to prevent misuse of any price sensitive information and to prevent any insidertrading activity by dealing in shares of the Company by its Directors Officers andDesignated Employees. The Company also adopts the concept of Closure of Trading Window toprevent its Directors Officers Designated Employees and other employees from trading inthe securities of the Company at the time when there is unpublished price sensitiveinformation.

Statutory Auditors

M/s. Walker Chandiok & Co LLP Chartered Accountants (FirmRegistration No. 001076N/N500013) was appointed as the Statutory Auditors of the Companyand to hold the office from the conclusion of this 34th Annual General Meeting held in theyear 2020 till the conclusion of 39th Annual General Meeting of the Company going to beheld in year 2025.

Cost Audit

The Company is not required to maintain cost records as specified bythe Central Government under Section 148(1) of the Act.

Explanations or Comments by the Board on every qualificationreservation or adverse remark or disclaimer made by the statutory and secretarial Auditors

There were no qualifications or adverse remark by either of theAuditors in their respective Reports.

Litigation

1. The Company has been named as a defendant in two civil suits onsmall portion of land taken on lease for the operation of the Hotel Royal Orchid RegentaBangalore which are adjacent to the hotel premises. One of the civil suit has beensettled in favour of the Company against which an appeal before the High Court ofKarnataka is pending and the other matter has been dismissed and company has filing theAppeal (RFA) before the High Court of Karnataka.

2. The Company has been named as a defendant in a suit filed in mid2008 by Kamat Hotels (India) Limited ('the plaintiff' or “Kamat Hotels") withBombay High Court restraining the alleged use of the trademark of the Company and a reliefof a permanent injunction restraining the Company from using the trademark 'Orchid'. TheCompany had filed an application seeking an interim injunction while the above proceedingsare pending. The Bombay High Court vide its interim order dated 05 April 2011 has allowedthe Company to continue to operate its current hotels as on that date but has restrainedthe Company from opening new hotels under the said brand. However the Division bench ofthe Bombay High Court vide its order dated 06 May 2011 has partially stayed operation ofthe said Order and allowed opening of one of Company's then proposed hotels in Vadodaraunder the 'Royal Orchid' brand. The above case is pending for adjudication.

3. During the prior years a Subsidiary Company had received an Orderfrom Office of the Commissioner of Customs (Export) imposing differential duties andpenalties amounting to Rs. 323.36 lakh plus applicable interests for certain allegedviolations of the Export Promotion Capital Goods Scheme. The Subsidiary Company has filedan appeal before the Customs Excise and Service Tax Appellate Tribunal (CESTAT) Mumbaiand an unconditional stay in the matter is granted till the disposal of the appeal. Basedon a detailed evaluation and independent advise obtained the management believes that thecase will be settled in its favour. Accordingly these financial statements do not includeadjustments if any on the above account.

4. The Company received tax demand including interest from the Indiantax authorities for payment of ? 504.99 lakhs (31 March 2020: ? 426.20 lakhs) forfinancial years 2008-09 2010-11 and 2017-18 arising on denial of certain expenditures anddisallowances made under section 14A for exempt incomes upon completion of tax assessmentfor the financial years 2008-09 2010-11 and 2017-18. The Company's appeal against thesaid demands were allowed partially in favour of the Company. Currently the matter for2008-09 and 2010-11 financial years are pending before the Income Tax Appellate Tribunal(ITAT) for hearing. And for 2017-18 financial year the hearing is pending beforeCommissioner of Income Tax (Appeals) [CIT(A)].

The Company is contesting all the above demands and the managementbelieves that the final outcome of all the disputes would be in favour of the Company andwill not have any material adverse effect on the financial position and results ofoperations.

Details of significant and material orders passed by the regulators/courts/ tribunals impacting the going concern status and the Company's operations infuture.

There were no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its futureoperations.

Internal Financial Control systems

The Company has adequate system of internal controls which ensuresthat all the transactions are authorised recorded and reported correctly and assets aresafeguardedand protected against loss from unauthorized use or disposition.

The Company has appointed an Internal Auditor Mr. Bidyut Bhattacharyawho along with his team conducts the Internal Audit of the Company and reports directly tothe Chairman of the Audit committee.

The Company also has an Audit Committee comprising of 3(Three)professionally qualified Independent Directors who interact with the Statutory AuditorsInternal Auditors and Management in dealing with matters within its terms of reference.This Committee mainly deals with accounting matters financial reporting and internalcontrols.

Vigil Mechanism and Whistle Blower Policy

The Board of Directors of your Company has adopted the Vigil Mechanismand Whistle Blower Policy in compliance with Section 177(9) and (10) of the Companies Act2013 and regulations specified under LODR.

The Company has adopted a channel for receiving and redressing ofemployees' complaints. Under this policy we encourage our employees to report anyreporting of fraudulent financial or other information to the stakeholders any conductthat results in violation of the Company's Code of Business Conduct. Likewise under thispolicy we have prohibited discrimination retaliation or harassment of any kind againstany employees who based on the employee's reasonable belief that such conduct or practicehave occurred or are occurring. No individual in the Company has been denied access to theAudit Committee or its Chairman.

The Whistle Blower policy can be accessed on your Company's website atthe link: http://www.royalorchidhotels.com/investors.

The Audit Committee periodically reviews the functioning of thismechanism. This meets the requirement under the said provisions above.

Directors' Responsibility statement

Your Company's Directors make the following statement in terms ofSection 134(5) of the Companies Act 2013 which is to the best of their knowledge andbelief and according to the information and explanations obtained by them:

1. In the preparation of the Annual Accounts for the year ended March31 2021 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame;

2. The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 312021and of the profit of the Company for the year ended on that date;

3. The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

4. The Directors have prepared the annual accounts on 'a going concernbasis' ;

5. The Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and

6. The Directors have devised proper system to ensure compliances withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the CompaniesAct 2013 copies of the Annual Returns of the Company prepared in accordance with Section92(1) of the Companies Act 2013 read with Rule 11 of the Companies (Management andAdministration) Rules 2014 are placed on the website of the Company and is accessible atthe web-link: https://www.royalorchidhotels.com/

Compliance with secretarial standards on Board Meetingsand GeneralMeetings

The Company has complied with Secretarial Standards issued by theInstitute of Company Secretaries of India on Board Meetings and General Meetings.

Payment of Listing Fee and Custodial Fee

Your Company has paid the both Annual Listing Fee and Annual CustodialFee for the Financial Year 2020 — 2021 to the National Stock Exchange(“NSE") and the Bombay Stock Exchange ("BSE") and to NationalSecurities and Depositories Limited (NSDL) and Central Depository Services (India) Limited(CDSL) respectively.

Commission or Remuneration received from Holding or subsidiaryCompanies

During the year under review no Commission or Remuneration was paid tothe Executive Directors from Holding/Subsidiary Companies. Disclosures as per thesexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013

The Company has zero tolerance for sexual harassment at its workplaceand in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules there under your Board ofDirectors has approved and adopted a “Policy on Prevention of Sexual Harassment atWorkplace" to provide equal employment opportunity and is committed to provide a workenvironment that ensures every woman employee is treated with dignity and respect andafforded equitable treatment.

During the year under review the Company has not received anycomplaints on sexual harassment. The Company has complied with the Information requiredunder Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal)Act 2013.

Dematerialisation

The Company's shares are available for dematerialization with both theDepositories viz. NSDL and CDSL. About 99.90% of the paid-up equity share capital of theCompany has been dematerialized as on March 312021.

Disclosure of Frauds in the Boards' Report under section 143 of theCompanies Act 2013

During the year under review your Directors do not observe anycontract arrangement and transaction which could result in a fraud; your Directors herebytake responsibility to ensure you that the Company has not been encountered with any fraudor fraudulent activity during the Financial Year 2020 - 2021.

Policies Affirmations and Disclosures In line with ROHL's philosophyfor adhering to ethical and governance standards and ensure fairness accountabilityresponsibility and transparency to all its stakeholders ROHL inter-alia has adopted allthe applicable policies and codes. The aforesaid policies have been uploaded on thewebsite at: https://www.royalorchidhotels.com/investors .

The Details pursuant of Schedule V (A) (2) of SEBI (LODR) 2015 are asfollows:

1. The company does not have any Holding Company hence this disclosureis not applicable.

2. The loans and advances to Subsidiaries along with name and amountsare given in note no. 4 A to the notes to accounts enclosed in the Annual Report.

3. There are no loans and advances given to any Associate Companies.

4. There are no loans and advances given to any Firms / Companies wheredirectors are Interested.

5. The Disclosures in the subsidiary Companies to the aforesaidregulations are available in the accounts of the respective subsidiary companies which areavailable at the website of the company at the following web-link:

https://www.rovalorchidhotels.com/investors .

6. Details of transactions with entities belonging to Promoter/Promoters Group are given in Note No 40 to the Notes to Accounts.

Other Disclosures

1. During the year under review the Company has notbought its ownshares nor has given any loans to its employees (including Key Managerial Personnel) ofthe Company for purchase of the Company shares.

2. Your Company provides e-voting facility to all its members toenable them to cast their votes electronically on all resolutions set forth in the Notice.This is pursuant to the Section 108 of the Companies Act 2013 and Rule 20 of theCompanies(Management and Administration) Amendment Rules 2015.

Acknowledgments

Your Directors place on record their deep sense of appreciation to allEmployees support staff for adopting to the values of the Company viz. collaborativespirit unrelenting dedication and expert thinking to be an expertise led organizationand the Company's Customers for letting us deliver the Company's Mission statement tohelp the businesses and societies flourish.

The Board also immensely thank all the Shareholders InvestorsVendors Service Providers Bankers and all other Stakeholders for their continued andconsistent support to the Company during the year.

Your Directors would like to make a special mention of the supportextended by the various Banks Departments of Government of India the State Governmentsthe Tax Authorities the Ministry of Commerce Ministry of Tourism Government of IndiaKarnataka State Tourism Development Corporation (KSTDC) Ministry of Corporate AffairsMinistry of Finance SEBI NSE and BSE and others and look forward to their continuedsupport in all future endeavours.

For and on behalf of the Board of Directors of Royal orchid Hotels Limited
Chander K. Baljee
Place : Bengaluru Chairman & Managing Director
Date : 21 -05-2021 (DIN:00081844)

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