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Royal Orchid Hotels Ltd.

BSE: 532699 Sector: Services
NSE: ROHLTD ISIN Code: INE283H01019
BSE 00:00 | 06 Dec 66.50 -2.55
(-3.69%)
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69.00

HIGH

69.00

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66.05

NSE 00:00 | 06 Dec 66.60 -2.65
(-3.83%)
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68.20

HIGH

68.20

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OPEN 69.00
PREVIOUS CLOSE 69.05
VOLUME 1416
52-Week high 138.25
52-Week low 54.60
P/E 15.72
Mkt Cap.(Rs cr) 182
Buy Price 66.50
Buy Qty 20.00
Sell Price 69.00
Sell Qty 1.00
OPEN 69.00
CLOSE 69.05
VOLUME 1416
52-Week high 138.25
52-Week low 54.60
P/E 15.72
Mkt Cap.(Rs cr) 182
Buy Price 66.50
Buy Qty 20.00
Sell Price 69.00
Sell Qty 1.00

Royal Orchid Hotels Ltd. (ROHLTD) - Director Report

Company director report

Dear Members

The Board of Directors of your Company with immense pleasure present the ThirtySecond Annual Report of your Company along with the Standalone and Consolidated AuditedBalance Sheet Statement of Profit and Loss Cash Flow Statement Statement of Changes inEquity and Notes to Financial Statements for the year ended 31 March 2018.

Financial Performance

The Company's financial performance for the financial year ended 31 March 2018 onstandalone and consolidated basis is summarized below:

(Rs. in lakhs)
Particulars As on 31 March 2018 As on 31 March 2017
Consolidated Standalone Consolidated Standalone
Revenue from operations 18945.35 10214.02 17487.22 9272.53
Other Income 893.16 598.99 1276.16 909.65
Total revenues 19838.51 10813.01 18763.38 10182.18
Food and Beverages Consumed 2026.85 1056.07 2147.82 1178.36
Employee Benefit Expenses 4668.43 2115.67 4434.46 1937.65
Finance Costs 1469.42 524.11 1546.83 605.81
Depreciation 1581.79 438.51 1612.31 447.80
Other Expenses 9314.55 5275.12 9010.70 5039.17
Total Expenses 19061.04 9409.48 18752.12 9208.79
Profit before exceptional items tax and minority interest 777.47 1403.53 11.26 973.39
Exceptional Item 145.00 145.00 - -
Profit before tax and minority interest 922.47 1548.53 11.26 973.39
Tax expense 681.25 450.90 466.85 397.59
Profit/(Loss) for the year 241.22 1097.63 (455.59) 575.80
Other comprehensive income/(loss) net of tax 4.73 (0.06) 1.62 (12.42)
Total comprehensive income/(loss) for the year 245.95 1097.57 (453.97) 563.38

External Environment

The Indian economy grew by 7.2% year on year in the quarter ending December 2017 ongood showing by key sectors like agriculture construction and manufacturing as against6.3% year on year in the previous quarter. The growth in GDP during FY 2017-18 isestimated at 6.5% as compared to the growth rate of 7.1% in FY 2016-17.

India's annual inflation rate rose to a 3 month high of 4.58% in April 2018 from 4.28%in the previous month. Inflation rate in India averaged 6.60% from 2012 until 2018reaching an all-time high of 12.17% in November 2013 and a record low of 1.54% in June2017 mainly due to demonetization.

Revival in rural demand and increased infrastructure spending is likely to driveIndia's growth in current year even as increasing debt and trade protectionism could posea challenge. After a year of disruptions and growth slowdown due to Goods and Services Tax& demonetisation Indian economy is consolidating the gains from the recent reforms.There is high optimism in domestic demand in the form of consumption and revival in smallscale business activities resulting in an increase in Foreign Direct Investment flowsinto the country. With an eye on infrastructure development the Government has givengreen light to

Rs. 7 trillion infrastructure program in late 2017 with the aim to pave more than80000 km of road by March 2022. In addition Government continues to encourage theexpansion of Digital India.

Indian Hospitality Industry

The Indian hospitality industry has been instrumental in contributing to the nation'seconomic growth. The introduction of e-visa for foreign tourists and the increaseddomestic travel have helped in contributing to the same.

International travel and tourism arrivals increased by a remarkable 7% to reach a totalof 13220 lakhs in 2017 (January to December) 870 lakhs more than the calendar year 2016.(Source: UNWTO).

For India Foreign Tourist Arrivals during 2017 were 10.18 million with a growth of15.6% over the same period of the previous year. During 2016 Foreign Tourist Arrivals were88 lakhs with a growth rate of 9.7% over 2015. (Source: Ministry of Tourism Government ofIndia)

The facility of e-visa has been enhanced and is now offered to citizens of 163specified countries. In 2017 a total of 17 lakhs tourists availed the facility ascompared to 10.79 lakhs in 2016 which represents a growth of 57%.

The growth in demand for rooms (5%) has been consistently outpacing the supply (3.2%)growth in India and this trend has been sustained over the recent past. This has resultedin an all India occupancy level of 65% across the industry. Except Chennai & Gurgaonmost key cities saw a healthy increase in demand. (Source: STR reports)

Key Financial and Operational Highlights Standalone performance:

During the financial year 2017-18 the Company earned revenue from operations amountingto Rs. 10214.02 lakhs as compared to Rs. 9272.53 lakhs in the previous financial yearthus marking a growth of 10.15% over the previous financial year. Total revenues of theCompany have increased by 7.62% over the previous financial year. The Company generatedtotal comprehensive income of Rs. 1097.57 lakhs during the year ended 31 March 2018 ascompared to Rs. 563.38 lakhs in the previous financial year thus registering a growth of94.82% over the previous financial year.

Consolidated/ Group performance:

During the financial year 2017-18 the Group earned revenue from operations amountingto Rs. 18945.35 lakhs as compared to Rs. 17487.22 lakhs in the previous financial yearthus marking a growth of 8.34% over the previous financial year. Total revenues of theGroup have increased by 6.50% over the previous financial year. The Group generated totalcomprehensive income of Rs. 245.95 lakhs during the year ended 31 March 2018 as comparedto losses of Rs. 453.97 lakhs in the previous financial year thus registering a growth of154.18% over the previous financial year.

Key Business Developments during the year

The Company continues to expand through ‘asset light strategy' and building thebrand portfolio through Management Contracts and Franchise contracts in various parts ofthe country and abroad. Royal Orchid Group has presence in 34 cities in 11states with 3294 Rooms and 1.74+ Lakh Royal reward members. Most of thehotels in the group are present in Metro cities. Royal Orchid Hotels Limited hasdemonstrated the scalability of keys by establishing its presence in Tier I & Tier IIcities. Royal Orchid Hotels Limited will continue to bring Luxury rooms at lower ratesacross country.

During the financial year 2017-18 the Company opened ten hotels under the asset lightmodel. The details of the hotels opened during the year are as follows:

Regenta Central Antarim Ahmedabad

Located in the heart of the city on CG Road at Navrangpura Hotel Regenta CentralAntarim is at close proximity to major prestigious locations within the city like KankariaLake Sardar Patel Stadium and Gandhi Ashram making it one of the best hotels inAhmedabad.

• Artisan offers A la Carte and Buffet dining options to the guests.

Hibachi is your one-stop destination for the authentic flavours of Orientalcuisine.

Cake Walk is a 24*7 patisserie with a mini-library

Teraso is one of the most sought after banquet halls in Ahmedabad which isof 1680 sq.ft with a capacity of over 200 guests.

Lincoln 1 is spread over an area of 560 sq with a capacity of 75 guests

Lincoln 2 is spread over 315 sq. ft. and can hold a gathering of maximum 40guests.

Lincoln 3 is spread over area of 305 sq. ft. and is spacious enough to holda gathering of 40 guests

• Oval Office is personalised corporate meetings training sessions presentationsor any other business gathering for up to 12 guests.

Regenta Inn Embassy Ajmer

Located very close to the railway station is one of the best destinations that you canchoose as your home during your trip to Ajmer.

Silver Leaf our all-day dining multi-cuisine veg restaurant is known forserving a variety of Indian Chinese and Continental delights.

Status offers an array of cuisines from our global menu and embark on agastronomical journey at our multi-cuisine veg restaurant

Boardroom is equipped with all business-friendly amenities our formal andwell-furnished boardroom is ideal for any kind of corporate meetings and businessget-togethers.

Regenta LP Vilas Dehradun

Nestled among the lush green valley of Dehradun is an ode to the bygone era of Rajputand Mughal dynasties kept alive through awe-inspiring architecture and decor.

CoCo our round the clock coffee lounge that will quickly fix any sweet orsavory Indian or European delight

Zaffran offers the best multi-cuisine buffet/-la-carte service in thecity with menus ranging from authentic Indian Continental Chinese exotic Thai andvarious other cuisines

Un-Plugged a bar which offers wide varieties of cocktails and drinks alongwith lip-smacking snacks

Mewar the richly decorated venue exuding heritage and art with its intricatedetailing of Rajasthan ethos and style

Rajputana Mewar the richly decorated venue exuding heritage and art withits intricate detailing of Rajasthan ethos and style

• Vindhya This versatile venue with an intimate pre-function area is an idealplace for hosting small social gatherings birthday parties classroom sessions and as aconference breakout room

Royal Garden Lawn with a sprawling area of over 40000 square feet and canserve nearly 2000 guests

The Vatika adjoining open-air area next to the Royal garden lawns isVatika. The spacious place adjoining the forest can host more than 700 to 800 people.

Shivalik the opulent venue where heritage meets modernity has tastefullydone interiors with traditional jalli work and can easily host 200 guests

Aravali an elegant venue with rich dark wood paneling and gracefulwallpaper work is the ideal venue for a more intimate group or business and board meets.

Courtyard offers a magnificent view of the forest as a highlight thecourtyard with both indoor and outdoor setup offers a dazzling and cozy venue for anevening drinks party reception or private social gatherings.

Regenta Central Somnath

Nestled in the coastal city of Somnath the abode of Lord Shiva and the divine landwhere Lord Krishna took his last breath. The hotel is located in close proximity toSomnath Railway Station and Veraval Railway Station.

Regenta Central Herald Mysore

Regenta Central Herald is at a close distance from Mysore railway station and all themajor attractions of Mysore such as Mysore Zoo Mysore Palace.

Pinxx - fine dining multi cuisine restaurant

Seasons 1 is an ideal venue for hosting corporate meetings MICE eventsbusiness gatherings or any social or private functions

Seasons 2 is spread across an area of 900 sq. ft. that can host up to 100guests Boardroom designed to accommodate a maximum of 20 guests. The room is well equippedwith all the essential amenities needed for business meetings or interviews

Regenta Central Crystal Kanpur

Located in the center of the bustling city as the latest icon of Kanpur.

Red Olive a multi-cuisine restaurant which offers a list of delicacies fromthe global menu

60 Degreeze a multi-cuisine restaurant which offers an extravagant menu ofIndian Italian and Mughlai delicacies

Bohemia is spread across 1260 sq. ft. hall can house 40 guests in atheatre like seating arrangement; ensures professionalism perfection and class that thebusiness world demands

Solitaire 24 Carat is spread across 5040 sq. ft. and can accommodate 60pax in a cluster like arrangement

Regenta Inn Dwarika Dwarka

An ideal place for all those who wish to spend a quiet and peaceful time in theenchanting kingdom of Lord Krishna.

Prasad multi-cuisine restaurant offers delectable foods with varied diningoptions that will excite your palate

Coffee shop for a variety of options for beverages for savor your tongue

Shubham I is spread over a large area of 1025 sq. ft. With a capacity of100 guests

Shubam II can house 150 guests at a time signifies itself to be anotherstate-of-the-art venue that helps in making your events a successful endeavor

Regenta Resort Fort Pushkar

Magnificent heritage property due to its architecture and is one of the mostsought-after destinations in Pushkar.

Rajwada – the multi-cuisine restaurant boasts of a long list of Indiandelicacies with tempting aromas

Dining Hall the traditional spirit of the Rajasthani culture has been keptalive in the dining hall with vibrant decorations and colour scheme which give freedom toits guests to plan an event according to their priorities

Regenta Central Indore

Located on the Mangliya bypass is another establishment that adds to the charm of thelively city.

• Fountain Caf our A la carte multi-cuisine restaurant spread across 1200 sq.ft.

Bistro 76 an expresso bar is located in the ground floor and is spreadacross 2200 sq. ft.

Masala Craft enjoy varied and sumptuous list of delicacies from the menu ofthis restaurant invites you to get on an unforgettable culinary journey

Sunrise Lawn it provides a picture-perfect setting for an occasion as bigas your wedding or a beautiful dinner date

NH-01 is spread across 3768 sq. ft and can host 250 pax at the venue andbest of services

Crystal Hall is spread across 4800 sq. ft. and can host about 350 to 400pax that's best suited for parties functions and even conferences

Regenta Resort Soma Vine Nashik

Situated 13 km away from Nashik's key business areas and tourist spots.

Suraahi a multi-cuisine restaurant which boasts of an extensive A la cartemenu with a wide selection of wine to choose from

Suraahi a multi-cuisine restaurant which boasts of an extensive A la cartemenu with a wide selection of wine to choose from

• Amphitheatre Situated in the picturesque vineyard it provides the perfectsetting for an occasion as big as the celebration of love or even an intimate dinner event

White Room conference hall at The Regenta Resort Nashik is astate-of-the-art venue that helps make all your corporate events a success

Changes in nature of Business

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

Share Capital of the Company and changes thereof

During the year under review the Company has granted 39000 Stock Options to theemployees of the Company under the Employee Stock Option Plan (ESOP) 2014.

During the financial year under review the issued and paid-up share capital of theCompany was increased to Rs. 2730.12 lakhs divided into 27301188 equity shares of facevalue of Rs. 10 per share by issue and allotment of 67223 equity shares on account ofexercise of employee stock options.

Your Company has received a certificate from the Statutory Auditors of the Company thatthe scheme has been implemented in accordance with SEBI (Share Based Employee Benefits)Regulations 2014. The certificate would be placed at the ensuing Annual General Meetingfor inspection by Members of the Company.

During the financial year 19760 Equity Shares on which no unpaid dividend was claimedfor a period of seven years were transferred to Investor Education and Protection FundAuthority Ministry of Corporate Affairs.

Appropriations

Dividend and Transfers to Reserve

On account of improved performance and Profit after Tax reported by your Company duringthe current year the Board of Directors recommend a dividend at the rate of 15% i.e. Rs.1.50 per share. The dividend on Equity Shares if approved by the Members would involve acash payout of Rs. 492.89 lakhs including dividend distribution tax.

Further during the year under review no amount has been transferred to reserve.

Loans Guarantees or Investments

Your Company is exempt from the provisions of Section 186 of the Companies Act 2013(‘Act') with regard to Loans and Guarantees. Details of Investments made are given inthe Note No. 4 to the Financial Statements.

Public Deposits

In terms of the provisions of Sections 73 and 74 of the Companies Act 2013 read withCompanies (Acceptance of Deposits by Companies) Rules 2014 the Company had no opening orclosing balances and during the year under review the Company has also not accepted anypublic deposits and as such no amount of principal or interest was outstanding as on 31March 2018.

Material Changes and commitments affecting financial position between the end offinancial year and date of report

There have been no material changes and commitments affecting the financial positionof the Company which occurred between the end of the financial year to which the financialstatements relate and the date of this report.

Revision in FinancialStatements or Boards' Report under Section 131(1) of the CompaniesAct 2013

In terms of Section 131 of the Companies Act 2013 the Financial Statements andBoard's Report are in compliance with the provisions of Section 129 or Section 134 of theCompanies Act 2013 and that no revision has been made during any of the three precedingfinancial years.

Management Discussion and Analysis Report

The Management's Discussion and Analysis Report on Company's performance –industry trends and other material changes with respect to the Company and itssubsidiaries wherever applicable forms part of this Annual Report.

Subsidiaries Associates and Joint Ventures

Pursuant to the Memorandum of Understanding entered into by the Company the Articlesof Association of jointly controlled entities namely Ksheer Sagar Developers PrivateLimited; J H Builders Private Limited; Ksheer Sagar Buildcon Private Limited & RajKamal Buildcon Private Limited have been altered on March 30 2018 by inserting BoardComposition clause by virtue of which the Company has the right to appoint majority ofthe Directors in the Board of the aforesaid companies and hence these companies havebecome the subsidiary Company by virtue of Section 2 (87) of the Companies Act 2013.

Pursuant to Section 129 (3) of the Companies Act 2013 a statement containing salientfeatures brief financial details of the Company's subsidiaries for the financial yearended 31 March 2018 and their contribution to the consolidated financials in Form AOC– 1 is appended as Annexure – I to the Boards' Report and inconsolidated financials forming part of this Report. The annual accounts of theSubsidiary Companies and the related information will be made available to any Member ofthe Company seeking such information and are available for inspection by any Member of theCompany at the Registered Office of the Company.

Pursuant to Section 136 of the Companies Act 2013 the financial statements of yourCompany Consolidated Financial statements along with relevant documents and separateaudited accounts in respect of subsidiaries are available on the website of your Companyat the following link http://www.royalorchidhotels.com/investors.

The policy for determining material subsidiaries can be accessed on your Company'swebsite under the link http://www.royalorchidhotels.com/Images/factsheet/Determining-Material-Subsidiary.pdf

Promoter Group

The names of the Promoters and entities comprising "group" (and theirshareholding) as defined under the Competition Act 2002 for the purposes of Section3(1)(e)(i) of SEBI (Substantial Acquisition of Shares and Takeover) Regulations 2011include the following:

S. No. Name of Promoter including Persons Acting in Concert Total Shareholding as on 31 March 2018 Percentage of Shareholding
1. Mr. Chander K. Baljee 12001060 43.96
2. Mrs. Sunita Baljee 226260 0.83
4. Mr. Keshav Baljee 803424 2.95
5. Mr. Sunil Sikka 6975 0.03
6. Baljees Hotels and Real Estates 5714689 20.97
Private Limited
7. Hotel Stay Longer Private Limited 229337 0.84

Particulars of Contracts or Arrangements made with Related Parties under Section 188(1)and (2) of the Companies Act 2013

In line with the requirements of the Act and the Listing Regulations your Company hasformulated a policy on dealing with Related Party Transactions (‘RPTs') which can beaccessed 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 repetitive nature andentered in the Ordinary Course of Business and are at Arm's Length. A statement on RPTsspecifying the details of the transactions pursuant to each omnibus approval granted hasbeen placed on a quarterly basis for review by the Audit Committee.

The particulars of contracts/arrangements with related parties referred to in Section188(1) and (2) of the Companies Act 2013 are provided in the prescribed Form AOC-2appended as Annexure – II to this Boards' Report.

Development in Human Resources and Industrial Relations

The Company continues to maintain a very cordial and healthy relationship with itsworkforce across all its units. The total number of persons working in the group(permanent employees on rolls and contractual employees) as at 31 March 2018 was 3351across all its units in the group.

The Company is ensuring the best place to work to attract and retain good employees inthe Company. The Company continued to strive towards attracting retaining trainingmultiskilling employees. With the increase in workforce due to expansion in businessenvisaging the requirement of adequate on the job training across the various levels ofemployees a major thrust to the training and development of multi-skilled certificationprogrammes has been initiated through Presidency college of Hotel Management. Under BaljeeFoundation the Company continues to offer financial support for medical and educationalneeds of certain category of employees. The Human Resource Team carried out the followingprograms 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. Blood donation camp and staff health checkup camps in collaboration with RotaryClub Columbia Asia Hospital & Manipal Hospitals

5. Many Employees were recognized and rewarded with financial benefits under servicebonus program. It helps in recognizing and rewarding key talent and resulting in qualitytalent retention.

The disclosure pursuant to Section 197 (12) of the Companies Act 2013 read with Rule5(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 this Boards'Report.

Extract of Annual Return

The extract of Annual Return in Form MGT – 9 as provided under Section 92 (3) ofthe Companies Act 2013 read with Rule 12 of the Companies (Management andAdministration) Rules 2014 is annexed hereto as Annexure - IV to this Board'sReport.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgoes

Your Company is continuously striving towards conservation of energy across all itsunits and has implemented various Energy Conservation programs and latest technology upgradation measures your Company also earned foreign currency in Financial Year 2017–2018 complete details of which has been disclosed in Annexure – V to thisBoards' Report.

Particulars of Loans/Guarantees/Investments

During the year under review the Company has given a Corporate Guarantee of Rs. 20Crore to Tourism Finance Corporation of India Limited for term loan facility availed byIcon Hospitality Private Limited a Subsidiary Company. The Company has not given anyInter Corporate loans during the financial year 2017-18 except for the wholly ownedsubsidiaries amounting to Rs. 171.27 lakhs which were duly approved under the applicableprovisions of the Companies Act 2013. Particulars relating to Investments have beendetailed in the Note No. 4 of the Financial Statements forming part of this AnnualReport.

Corporate Governance

Your Company has been practising the principles of good corporate governance. pursuantto Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("LODR") a detailed report on corporategovernance is available as a separate section in this Annual Report.

A certificate of the Company Secretary in whole-time practice regarding compliance withthe conditions stipulated in the said clause and the LODR is provided separately as an Annexure– A to the Corporate Governance Report.

Board of Directors and changes thereof during Financial Year 2017-2018

As on 31 March 2018 your Board has following Directors:

S. No. Name DIN Category Designation
1 Mr. Chander K. Baljee 00081844 Executive Managing Director
2 Mr. Sunil Sikka 00083032 Non-Executive Non-Independent Director
3 Mrs. Sunita Baljee 00080737 Non-Executive Non-Independent Director
4 Dr. Vivek Mansingh 06903079 Non-Executive Independent Director
5 Mr. Naveen Jain 00051183 Non-Executive Independent Director
6 Ms LilianJessie Paul 02864506 Non-Executive Independent Director

During the financial year 2017-18 the following changes took place in the Board:

1. Mr Vijay Rekhi tenure was completed on October 01 2017

2. Mr. Naveen Jain was appointed as Independent Director for a period of 3 years w.e.fOctober 25 2016 at the 31st Annual General Meeting of the Company held onSeptember 27 2017.

3. Ms Lilian Jessie Paul was appointed as Additional Director designated as IndependentDirector by the Board on 02 November 2017. She is now proposed to be appointed as anIndependent Director for a period of three years. Her profile is given in the Annexure tothe Notice calling the 32nd Annual General Meeting of the Company.

4. Mr. Sunil Sikka Director of the Company is retiring by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment his briefprofile is disclosed in the Annexure to Notice calling 32nd Annual GeneralMeeting of the Company.

Details of Key Managerial Personnel

As on 31 March 2018 details of Key Managerial Personnel are as follows:

1. Mr. Chander .K. Baljee- Managing Director

2. Mr. Amit Jaiswal- Chief Financial Officer

3. Dr. Ranabir Sanyal- Company Secretary & Compliance Officer There were no changesin KMP during the financial year.

Committees of the Board

As on March 31st 2018 your Board has following Statutory Committees: a)Audit Committee b) Nomination and Remuneration Committee c) Stakeholders RelationshipCommittee d) Corporate Social Responsibility Committee

The details of the composition meetings held during the year and attendance of themeetings and the terms of reference of the above Committees of the Board are provided inthe Corporate Governance Report.

Formal Annual Evaluation of Board

Pursuant to section 134 (3) (p) of the Companies Act 2013 and Rule 8(4) of Companies(Accounts) Rules 2014 it is mandatory to monitor and review the Board evaluationframework the Board has carried out peer evaluation of all Board members annualperformance evaluation of its own performance as well as the evaluation of the working ofthe Committees of Board as per the criteria laid down in the Nomination Remuneration andEvaluation policy. The said policy including above said criteria for the evaluation of theBoard individual directors including independent directors and the committee of the boardhas been laid down in the Corporate Governance Report which form part of this report.

Meetings of the Board held during the Year

During the year under review your Board met 4 (Four) times on 29.05.2017; 10.08.2017;02.11.2017 and 01.02.2018 all the Board Meetings were conducted in due compliance withCompanies Act 2013 and the Corporate Governance principles specified in the LODR.

Managerial Remuneration

During the year under review the Ministry of Corporate Affairs vide their letternumber: SRN/C54697651/5/2015 – CL.VII dated November 3rd 2015 hasapproved a total remuneration of Rs. 210.03 lakhs to Mr. Chander K. Baljee ManagingDirector of the Company for Financial Year 2017 – 2018 and your Company has notpaid remuneration to him in excess of the limit specified above.

Declaration by Independent Directors

As on March 31st 2018 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 2013 all the three IndependentDirectors of the Company have submitted a declaration under Section 149(6) of theCompanies Act 2013 and Regulation 16(1)(b) of the LODR that they meet the criteria ofindependence.

Familiarisation programme for Independent Directors

TheCompany has made a familiarisation programme for the Independent Directors whichhas been disclosed on Company's website atwww.royalorchidhotels.com/pdfs/familiarization-programmes.pdf.

Separate Meeting of Independent Directors and performance evaluation of Board by them

In due compliance with the provisions of Regulation 25(3) of the LODR a separatemeeting of Independent Directors was held in the previous calendar year 2017-18 tointer-alia consider and discuss the performance of Non-Independent Directors and to assessthe quality quantity and timeliness of flow of information between the management and thelisted entity and the Board in order to help Board to perform its duties.

Audit Committee and its Recommendation(s)

In accordance with Section 177 of the Companies Act 2013 rules made there under andRegulation 18 of the LODR the Company has duly constituted the Audit Committee detailsof which has been disclosed in the Corporate Governance Report forming part of this AnnualReport and all recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

In accordance with Section 178 of Companies Act 2013 read with Rule 6 of Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 19 of LODR the Company hasconstituted a Nomination and Remuneration Committee details of which has been disclosedin the Corporate Governance Report forming part of this Annual Report and also onCompany's website at www.royalorchidhotels.com/pdfs/ Composition-Various-committees.pdfand your Company has also formulated Royal Orchid Nomination and Remuneration Policyextracts of which are hereunder:

1) The Nomination and Remuneration Committee shall identify potential candidates whoare qualified to become Directors and who may be appointed in senior management inaccordance with the criteria laid down recommend to the Board their appointment andremoval.

2) The Nomination and Remuneration Committee shall formulate the criteria fordetermining qualifications positive attributes and independence of a Director andrecommend to the Board a policy relating to the remuneration for the directors keymanagerial personnel and other Employees.

3) The Nomination and Remuneration Committee shall while formulating the policy ensurethat—a) the level and composition of remuneration is reasonable and sufficient toattract retain and motivate Directors of the quality required to run the Companysuccessfully; b) relationship of remuneration to performance is clear and meetsappropriate performance benchmarks; and c) remuneration to Directors key managerialpersonnel and senior management involves a balance between fixed and incentive payreflecting short and long-term performance objectives appropriate to the working of theCompany and its goals provided that such policy shall be disclosed in the Board's Report.

4) Recommend nominees to various committees of the Board.

5) Approve and make recommendations to the Board of Directors in respect of Directors'fees salary structure and actual compensation (inclusive of performance based incentivesand benefits) of the Executive Directors including the Managing Director;

6) Recommending remuneration for Non-Executive Directors.

7) Ensuring that appropriate procedures are in place to assess Board's effectivenessand shall carry out evaluation of every Director's performance.

8) Developing an annual evaluation process of the Board and its Committees.

9) Assist the Board of Directors in ensuring that affordable fair and effectivecompensation philosophy and policies are implemented; 10) Review and approve thecompensation and Employee Stock Option Plan ("ESOP") to be granted to seniorexecutives requiring approval from the Board of Directors; 11) Review and approve thechanges in terms and conditions of the ESOP; 12) Review and approve the overall budgetaryincrement proposals for annual increase of compensation and benefits for the Employees;13) Criteria for selection and appointment of Non-Executive Directors; and 14) Review andapprove any disclosures in the annual report or elsewhere in respect of compensationpolicies or Directors' compensation. 15) devising a policy on diversity of board ofdirectors; 16) whether to extend or continue the term of appointment of the independentdirector on the basis of the report of performance evaluation of independent directors.

The Policy for making payment to Non Executive Directors is available on the website ofthe Company at the following link. http://www.royalorchidhotels.com/Images/factsheet/Non-Executive-Directors. pdf

Stakeholders' Relationship Committee

In terms of Section 178 of the Companies Act 2013 read with Rule 6 of Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 20 of LODR the Company hasconstituted a Stakeholders' Relationship Committee (erstwhile Shareholders' GrievanceCommittee) details of which along with terms of reference has been disclosed in theCorporate Governance Report forming part of this Annual Report and also on Company'swebsite at www.royalorchidhotels.com/pdfs/ Composition-Various-committees.pdf.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial

Personnel) Rules 2014 the Board has appointed Mr. G. Shanker Prasad (ACS 6357)Practicing Company Secretary (CoP No. 6450) to undertake the Secretarial Audit of theCompany for Financial Year 2017 - 2018.

There were no qualifications by the Auditor in their Secretarial Audit Report in FormMR-3 for the Financial Year ended 31 March 2018 which is appended as Annexure– VI to this Boards' Report.

Corporate Social Responsibility

Your Company has always been committed to Corporate Social Responsibility("CSR") and it is one of our commitments to the society. Our CSR activities areembedded around the vision of the Promoters of the Company. The CSR at Royal Orchidfocuses on Environment Sustainability Hunger eradication imparting Education enhancingEmployability and Skill Development of budding entrepreneurs. The Presidency EducationalTrust established Presidency College for Hotel Management to focus on the education in thefield of hospitality and Tourism sector. The academy is a unique institution wherestudents are exposed to hotel operations continuously as part of their academiccurriculum. This is in addition to the mandatory industrial training. The details of theCSR activities of the Company are enclosed in Annexure - VII.

Your Company has signed a Memorandum of Understanding with National Skill DevelopmentCorporation (NSDC) a non-profit Company for a project called UDAAN a Special IndustryInitiative scheme for the State of Jammu and Kashmir with the aim to provide employment tothe youths of J & K by imparting them industry specific skills.

The Company has collaborated with American Hotel and Lodging Educational Institute(AHLEI) through Presidency College and funds Operations Certification courses throughBaljee Trust. Under Baljee Foundation the Company continues to serve the well-being ofthe larger community in terms of assisting them to be self reliant by honing their skillsBaljee Foundation continues to offer financial support for medical and educational needsof certain category of employees.

In accordance with Section 135 of Companies Act 2013 read with Companies (CorporateSocial Responsibility Policy) Rules 2014 the Company has formulated a Corporate SocialResponsibility Committee details and composition of which has been disclosed in theCorporate Governance Report forming part of this report and also on Company's website atwww.royalorchidhotels.com/pdfs/Composition-Various-committees.pdf and the Company has alsoadopted a Corporate Social Responsibility Policy (Royal Orchid Corporate SocialResponsibility Policy) in this respect extracts of which are available on the website ofthe Company at the following link http://www.royalorchidhotels.com/ investors.

Risk Management

The Company has established an effective Compliance Mechanism to mitigate the risk andwill be reviewed by the Board periodically.

The Company has adopted Risk Management Policy pursuant to the provision of Section134 of the Act to identify and evaluate business risks and approach for mitigation ofsuch risks. The Company has identified various risks and also has mitigation plans foreach risk identified and reviewed periodically.

Green Initiatives

The Company in order to promote green initiative has sent electronic copies of theAnnual Report for Financial Year 2017 – 2018 along with the Notice of the 32ndAnnual General Meeting are sent to all members whose email addresses are registered withthe Company / Registrar and Share Transfer Agent ("RTA"). For members who havenot registered their email addresses physical copies of the Annual Report 2017-2018 underSection 101 of the Companies Act 2013 are sent in the permitted mode. Members who havebeen sent Annual Report copies in electronic mode desirous to have physical copies of thesame can send a request in writing either to the Company or the RTA.

InsiderTrading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations 2015(erstwhile SEBI (Prohibition of Insider Trading) Regulations 1992) as amended tilldate the Code of Conduct for prevention of Insider Trading and the Code of fairdisclosure 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 and report trading byinsiders under the SEBI (Prohibition of Insider Trading) Regulations 2015. This Code ofConduct also includes code for practices and procedures for fair disclosure of unpublishedprice sensitive information and this is made available on the Company's websitehttp://www.royalorchidhotels.com/investors.

The objective of this Code is to protect the interest of Stakeholders at large toprevent misuse of any price sensitive information and to prevent any insider tradingactivity by dealing in shares of the Company by its Directors Officers and DesignatedEmployees. The Company also adopts the concept of Closure of Trading Window to preventits Directors Officers Designated Employees and other employees from trading in thesecurities of the Company at the time when there is unpublished price sensitiveinformation.

Statutory Auditors

Deloitte Haskins & Sells LLP Chartered Accountants (Firm Registration No.117366W/W-100018) were appointed as Statutory Auditors of your Company to hold officefrom the conclusion of the 29 AGM held in the year 2015 until the conclusion of the 34thAGM to be held in the year 2020. The requirement to place the matter relating toappointment of Auditors for ratification by members at every Annual General Meeting isdone away with vide Notification dated May 7 2018 issued by the Ministry of CorporateAffairs New Delhi. Accordingly no resolution is proposed for ratification of appointmentof Auditors who are appointed in the Annual General Meeting held on September 29 2015.

Explanations or Comments by the Board on every qualification reservation or adverseremark or disclaimer made by the Statutory and Secretarial Auditors

There were no qualifications or adverse remark by either of the Auditors in theirrespective Reports.

Litigation

1. The Company has been named as a defendant in two civil suits on small portion ofland taken on lease from the Karnataka State Tourism Development Corporation("KSTDC") for the operation of the Hotel Royal Orchid Bangalore which areadjacent to the hotel premises. One of the civil suit has been settled in favour of theCompany against which an appeal before the High Court of Karnataka is pending and in theother matter the Company has an injunction against the other party. Management believesthat these cases are not material and will not adversely affect its operations.

2. The Company has been named as a defendant in a suit filed in mid 2008 by KamatHotels (India) Limited (‘the plaintiff' or "Kamat Hotels") with Bombay HighCourt restraining the alleged use of the trademark of the Company and a relief of apermanent injuction restraining the Company from using the trademark ‘Orchid'. TheCompany had filed an application seeking an interim injuction 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 proposed hotels in Vadodara underthe ‘Royal Orchid' brand.

During the year ended 31 March 2014 the Company has obtained two favourable rulingsfrom the Intellectual Property Appellate Board ("IPAB"). Kamat Hotels hadpreferred to appeal the ruling of IPAB in Madras High Court. The Madras High Court haspassed orders cancelling the registration in Class 42 of Trademarks Act and the Companyhas filed a Special Leave Petition "SLP" with the Honorable Supreme Court in2015. Reply to SLP was filed by Kamat Hotels in the form of Counter affidavit and theCompany has filed a Rejoinder in the form of an affidavit. The matter was partly heard bythe Honorable Supreme Court in April and May of 2017 and has advised Kamat Hotels toconsider the options for settlement by displaying the disclaimers on the Websitesregarding the disassociation between the two brands. On 13 February 2018 the SupremeCourt dismissed the SLP filed by the Company and consequently the Company has filed aChamber Appeal against the said Order which is pending for listing. However themanagement believes that the outcome of SLP affects only the registration of thetrademarks in Class 42 and does not in any way affect the use of marks by the Company. Themanagement believes that the case will be settled in its favour and will not affect itscurrent and future operations.

3. During the prior years a Subsidiary Company had received an Order from Office ofthe Commissioner of Customs (Export) imposing differential duties and penalties amountingto Rs. 323.36 lakhs plus applicable interests for certain alleged violations of the ExportPromotion Capital Goods Scheme. The Subsidiary Company has filed an appeal before theCustoms Excise and Service Tax Appellate Tribunal (CESTAT) Mumbai and an unconditionalstay in the matter is granted till the disposal of the appeal. Based on a detailedevaluation and independent advise obtained the management believes that the case will besettled in its favour. Accordingly these financial statements do not include adjustmentsif any on the above account.

4. The Company received tax demand including interest from the Indian tax authoritiesfor payment of Rs. 449 lakhs (31 March 2017: Rs. 426.20 lakhs; 01 April 2016: Rs. 449lakhs) arising on denial of certain expenditure upon completion of tax assessment for thefiscal years 2009 2011 and 2012. The Company's appeal against the said demands weredisposed off by the appellate authorities in favour of the Company for fiscal year 2012and allowed partial benefit in favour of the Company for fiscal years 2009 and 2011.Currently the matter for these fiscal years are before the Income Tax Appellate Tribunalfor hearing.

The Company is contesting the above demands and the management believes that it ismore-like-than-not that the advance tax receivables (net of provision) recorded in thefinancial statements towards the tax demands is recoverable. Considering the facts andnature of disallowances the Company believes that the final outcome of the disputesshould be in favour of the Company and will not have any material adverse effect on thefinancial position and results of operations.

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

There were no significant material orders passed by the Regulators/ Courts which wouldimpact the going concern status of the Company and its future operations.

Internal Financial Control Systems

The Company has adequate system of internal controls which ensures that all thetransactions are authorised recorded and reported correctly and assets are safeguardedand protected against loss from unauthorized use or disposition.

The Company has appointed an Internal Auditor Mr. Asokka Gandhi who along with his teamconducts the Internal Audit of the Company and reports directly to the Audit committee.

The Company also has an Audit Committee comprising of 3 (Three) professionallyqualified Independent Directors who interact with the Statutory Auditors InternalAuditors and Management in dealing with matters within its terms of reference. ThisCommittee mainly deals with accounting matters financial reporting and internal controls.

Vigil Mechanism and Whistle Blower Policy

The Board of Directors of your Company has adopted the Vigil Mechanism and WhistleBlower Policy in compliance with Section 177(9) and (10) of the Companies Act 2013 andregulations specified under LODR.

The Company has adopted a channel for receiving and redressing of employees'complaints. Under this policy we encourage our employees to report any reporting offraudulent financial or other information to the stakeholders any conduct that results inviolation of the Company's Code of Business Conduct. Likewise under this policy we haveprohibited discrimination retaliation or harassment of any kind against any employeeswho based on the employee's reasonable belief that such conduct or practice have occurredor are occurring. No individual in the Company has been denied access to the AuditCommittee or its Chairman.

The Whistle Blower policy can be accessed on your Company's website at the link:http://www.royalorchidhotels.com/Images/factsheet/ Whistle-Blower-Policy.pdf The AuditCommittee periodically reviews the functioning of this mechanism. This meets therequirement under the said provisions above.

Directors' Responsibility Statement

Your Company's Directors make the following statement in terms of Section 134(5) of theCompanies Act 2013 which is to the best of their knowledge and belief and according tothe information and explanations obtained by them: 1) in the preparation of the AnnualAccounts for the year ended

31 March 2018 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 applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31 March 2018 andof the profit of the Company for the year ended on that date; 3) the Directors have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; 4) the Directors haveprepared the annual accounts 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) the Directors have devised proper system to ensure compliances withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

Compliance with Secretarial Standards on Board Meetings and General Meetings

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries 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 Custodial Fee for theFinancial Year 2017 – 2018 to the National Stock Exchange ("NSE") and theBombay Stock Exchange ("BSE") and to National Securities and DepositoriesLimited (NSDL) and Central Depository Services (India) Limited (CDSL) respectively.

Commission or Remuneration received from Holding or Subsidiary Companies

During the year under review no Commission or Remuneration was paid to the ExecutiveDirectors from Holding/Subsidiary Companies.

Disclosures as per theSexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Company has zero tolerance for sexual harassment at its workplace and in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules there under your Board of Directors has approved andadopted a "Policy on Prevention of Sexual Harassment at Workplace" to provideequal employment opportunity and is committed to provide a work environment that ensuresevery woman employee is treated with dignity and respect and afforded equitable treatment.

During the year under review the Company has not received any complaints on sexualharassment. The Company has complied with the Information required under Sexual Harassmentof Women at Workplace (Prevention Prohibition & Redressal) Act 2013.

Dematerialisation

The Company's shares are available for dematerialization with both the Depositoriesviz. NSDL and CDSL. About 99.88% of the paid-up equity share capital of the Company hasbeen dematerialized as on 31 March 2018.

Disclosure of Frauds in the Boards' Report under Section 143 of the Companies Act 2013

During the year under review your Directors do not observe any contract arrangementand transaction which could result in a fraud; your Directors hereby take responsibilityto ensure you that the Company has not been encountered with any fraud or fraudulentactivity during the Financial Year 2017 - 2018.

Other Disclosures

1) During the year under review the Company has not bought its own shares nor hasgiven any loans to its employees (including Key Managerial Personnel) of the Company forpurchase of the Company shares.

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

Acknowledgments

Your Directors place on record their deep sense of appreciation to all Employeessupport staff for adopting to the values of the Company viz. collaborative spiritunrelenting dedication and expert thinking to be an expertise led organization and theCompany's Customers for letting us deliver the Company's Mission statement to help thebusinesses and societies flourish. The Board also immensely thank all the ShareholdersInvestors Vendors Service Providers Bankers and all other Stakeholders for theircontinued and consistent support to the Company during the year.

Your Directors would like to make a special mention of the support extended by thevarious Banks Departments of Government of India the State Governments the TaxAuthorities the Ministry of Commerce Ministry of Tourism Government of India KarnatakaState Tourism Development Corporation (KSTDC) Ministry of Corporate Affairs Ministry ofFinance SEBI NSE and BSE and others and look forward to their continued support in allfuture endeavours.

For and on behalf of the Board of Directors of

Royal Orchid Hotels Limited

Chander K. Baljee Sunita Baljee
Place : Bengaluru Managing Director Director
Date : July 27 2018 (DIN: 00081844) (DIN:00080737)

Annexure -I Form – AOC –I

(Pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act 2013read with Rule 5 of Companies (Accounts) Rules 2014) Statement containing the salientfeatures of the financial statement of Subsidiaries / Associate Companies / Joint Venturesas on 31.03.2018

PART- A:

S. No. Name of Subsidiary

Reporting currency and exchange rate

Date since when subsidiary was acquired

Share Capital

Instru- ments entirely equity in nature

Reserves and Surplus

Total Assets

Total Liabilities (exclud- ing Share Capital and Reserves & Surplus)

Invest- ments

Total Income

Profit/ (Loss) Be- foreTax

Provision for tax

Profit/ (Loss) After Tax

Other com- prehensive income/ (loss) net of tax

Total com- prehensive income/ (loss) for the year

% of Sharehold- ing

Proposed Dividend

Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs
Indian
1 Icon Hospitality Private Limited Indian Rupee 04.04.2003 1900.41 301.49 1089.42 5964.51 2673.19 - 2149.71 (456.66) - (456.66) (8.19) (464.85) 51.07% -
2 Maruti Comforts & Inn Private Limited Indian Rupee 21.11.2005 624.97 106.65 446.90 1541.67 363.15 - 1813.58 140.43 30.83 109.60 2.26 111.86 65.22% -
3 Royal Orchid Hyderabad Private Limited Indian Rupee 30.09.2006 177.00 - (28.92) 150.69 2.61 - - (0.20) - (0.20) - (0.20) 100.00% -
4 Royal Orchid South Private Limited Indian Rupee 28.03.2007 91.00 - (101.47) 25.79 36.26 - - (1.09) - (1.09) - (1.09) 100.00% -
5 A B Holdings Private Limited * Indian Rupee 01.03.2007 26.00 - (156.34) 155.16 285.50 48.00 0.00 (0.22) - (0.22) - (0.22) 100.00% -
6 Royal Orchid Jaipur Private Limited Indian Rupee 09.10.2006 124.75 - 61.36 265.37 79.26 - 86.99 (99.53) - (99.53) - (99.53) 100.00% -
7 Royal Orchid Maharashtra Private Limited Indian Rupee 05.06.2008 5.00 - (26.63) 233.06 254.69 - - (3.41) - (3.41) - (3.41) 100.00% -
8 Royal Orchid Goa Private Limited Indian Rupee 05.06.2008 5.00 - (1.21) 4.95 1.16 - 0.00 (0.29) - (0.29) - (0.29) 100.00% -
9 Royal Orchid Shimla Private Limited Indian Rupee 29.05.2008 5.00 - (1.10) 4.99 1.09 - - (0.20) - (0.20) - (0.20) 100.00% -
10 Royal Orchid Mumbai Private Limited Indian Rupee 20.04.2009 5.00 - (6.30) - 1.30 - - (0.20) - (0.20) - (0.20) 100.00% -
11 Rivershore Developers Private Limited (Formerly Known as Amar Tara Hospitality Private Limited) Indian Rupee 16.11.2009 4779.81 - (1470.44) 4967.79 1658.42 - - (221.66) - (221.66) - (221.66) 100.00% -
12 Cosmos Premises Private Limited # Indian Rupee 05.09.2012 40.48 - 1787.12 2282.97 455.37 - 1946.07 567.59 168.08 399.51 1.44 400.95 50.00% -
13 Royal Orchid Associated Hotels Private Limited ** Indian Rupee 01.10.2007 50.00 - 242.78 1630.09 1337.31 - 1918.74 146.32 31.45 114.88 2.28 117.16 100.00% -
14 Ksheer Sagar Developers Private Limited # Indian Rupee 18.04.2007 6000.00 - (5192.22) 7860.19 7052.41 - 2398.16 (184.22) - (184.22) 7.01 (177.21) 50.00% -
15 J H Builders Private Limited # Indian Rupee 18.04.2007 1.00 - 912.23 958.81 45.58 - - (10.92) - (10.92) - (10.92) 50.00% -
16 Ksheer Sagar Buildcon Private Limited # Indian Rupee 18.04.2007 1.00 - 913.22 958.81 44.59 - - (10.92) - (10.92) - (10.92) 50.00% -
17 Raj Kamal Buildcon Private Limited # Indian Rupee 18.04.2007 1.00 - 913.18 958.81 44.63 - - (10.92) - (10.92) - (10.92) 50.00% -
Foreign
18 Multi Hotels Limited @ Indian Rupee 22.01.2008 0.01 - 877.81 1783.49 905.67 - - (19.03) - (19.03) - (19.03) 100.00% -

Notes:

(i) The financial statements of all subsidiaries are drawn upto the same reporting dateas that of the Parent Company i.e. 31 March 2018.

(ii) None of the Subsidiaries has recommended or proposed dividend during the year.However Cosmos Premises Private Limited has paid an interim dividend of Rs. 96 per equityshare of Rs. 10 each.

(iii) The above format has been adopted from the Companies (Accounts) Amendment Rules2016.

* Investment column denotes investment in Royal Orchid Associated Hotels PrivateLimited.

# Subsidiary by Board majority.

** Held by AB Holdings Private Limited.

@ Foreign Subsidiary is situated at Tanzania and their home currency is TanzanianShilling. Reported above in Indian Rupees at conversion rate of 1 TSH = INR 0.3450 as on31.03.2018.

Annexure – II

FORM NO. AOC - 2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to insub-section (1) of section 188 of the CompaniesAct 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's length basis : NIL

2. Details of contracts or arrangements or transactions at Arm's length basis :

Sl. No. Name of related Party Nature of relationship Nature of contract/ arrangements/ transaction Duration of contract/ arrangements/ transaction Salient terms of the contracts or arrangements or transaction including the value if any Date of approval by the Board (via Admin Committee) Amount paid as advances if any
1 Icon Hospitality Private Limited Subsidiary Company Corporate Guarantee 12 years Corporate Guarantee given on Term Loan of 2000 lakhs from Tourism Finance Corporation of India Limited 28.03.2018 NA

Note: All the Contracts and Arrangements apart from the aforesaid contract entered bythe Company during the year as detailed in Note no. 37 in Notes to Accounts are on ArmsLength Basis and in the Ordinary Course of Business. Hence the provisions of Section188(1) are not applicable to the Company.

Annexure – III

Particulars of Employees

a) Information as per Rule 5(1) of Chapter XIICompanies (Appointment and Remunerationof Managerial Personnel)Rules2014

i. The ratio of Remuneration of each Director to the median remuneration of the employees of the Company for the financial Year; Name of the Directors Ratio to the Median
N.A N.A
None of the Directors other than Managing Director are being paid any remuneration a part from sitting fees for Board and Committee Meetings
ii. The percentage increase in remuneration of each directorchief financial officer company secretary in the financial year; Name Percentage of increase
Chander K. Baljee 15.00%
Managing Director
Amit Jaiswal 15.00%
Chief Financial Officer
Ranabir Sanyal NA*
Company Secretary & Compliance Officer
* Has not completed one year as on 31 March 2017 i.e. joined w.e.f 26 August 2016.
iii. Percentage increase in the median remuneration of employees in the financial year; 7.5%
iv. Number of employees including contractual on the rolls of company; 961(Permanent employees 759 and on contract 202)
v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; There is an increase of 6.5% in the median remuneration of the employees other than Managerial persons which is given based on individual performance and market trends in the respective areas.
vi. The key parameters for any variable component of remuneration availed by the directors; No variable component paid to the Directors during they ear.
vii. Affirmation that the remuneration is as per the remuneration policy of the company Yes the remuneration is as per the policy adopted by the Company.
viii. No of employee drawing remuneration of Rs. 8.50 Lacs per month or Rs. 1.02 Crores per year or at a rate which Crores per year or at a rate which is in excess oft hat drawn by them an aging director or whole time director or manager and employees holding by himself or along with his spouse and dependent childrenmore than two percent oft he equity shares oft he Company. NIL

ANNEXURE – V

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOSection 134(3) (m) of the Companies Act 2013 read with Rule 8(3) of The Companies(Accounts) Rules 2014

Your company is continuously striving towards conservation of energy across all itsunits and has implemented various Energy Conservation programs and latest technologyupgradation measures including:

A. Conservation of Energy: i) Steps taken or impact on conservation of energy:

The Operations of your company are not energy intensive. However adequate measure havebeen initated to reduce energy consumption further by implementing the additional measuresare various hotels in the group which are as follows:

1. Installation of STP/ETP Plant with tertiary system for final treatment andutilization of treated water for cooling tower flushing landscaping and cleaningpurpose.

2. Centralized Air-conditioning chillers systemwaste heat dissipated in the coolingtower is captured in the de-superheater and hot water is generated for domestic use andutilized in Guest room and public area.

3. In place of HSD/LPG fired boilersLPG fired boilers pump to generate hot water whichhas resulted in giving us 70% saving on the boiler fuel cost and the cold air which comesout of the heat pump is used as treated fresh air and pumped into the back area or Guestareathereby giving double advantage on energy conservation.

4. Extensive drive has been taken in replacing high energy consuming Incandescent lampHalogen lampand Metal Halide & Sodium Vapourlampto COBLED.

5. Occupancy sensors are provided for lighting and AC in public area Back oft hehouseToiletsGym Staircase etc.

6. Dawn & Dusk Sensor Analog & Digital Timers are used for streetlightsHotelPeriphery lights Building focus lightsHoardings Sign age's etc.

7. Energy audit Energy audit out and the recommendations are implemented which givesgood returns and reduces operation cost.

8. Rolling out extracts from HACCP ISO14001 and Green Globe etc.

9. Implementation of Total Productive Maintenance – Japanese Concept forupkeep/Operational efficiency of Plant and machinery Kitchen equipmentGuest Area BackArea & public area.

10. Implementation of Green Building requirements in a phased manner.

11. Implementation of Balance score card for development of Process to improveoperational efficiency.

12. Building Management System is installed for efficient operation of engineeringsystem.

13. Smart TV's are installed in the guest room to meet the present requirement of theguest.

14. All new hotel projects have achieved 100%LED Lighting for energy conservation.

15. Rain water harvesting is implemented for water conservation and water conservationprogram is implemented across the group. 16. All the cold equipment spur chased for newupcoming hotels use eco-friendly Refrigent Gas.

17. All the hotel room we are using only energy efficient Absorption system mini barbar Refrigerators.

18. In all the buffet counters we have replace the fuel usage with energy efficientinduction heating.

19. New VFD Driven energy efficient Screw chillers installed phasing out old chillerswhich consumes high energy.

20. Conventional Hydropenomatic systems replaced with Latest VFD Driven Hydropenomaticsystem.

ii) Steps taken by the Company for utilizing alternate sources of energy: a. SolarSystem for hot water generation and lighting is implemented at various hotels. b. In staffcafeterias we are using eco-friendly cooking units with pellets. c. Solar panels have beeninstalled at appropriate places.

iii) The capital investment in energy conservation equipment: Rs. 20 lakhs.

B. Technology absorption i) Efforts made towards technology absorption: The Companycontinues to absorb and upgrade modern technologies and advances hotel managementtechniques in various guest contact areas ii) The benefits derived like productimprovement cost reduction product development or import substitution: The aforesaidenergy conservation and technology absorption efforts has considerably reduced the costiii) Information regarding imported technology (Imported during the last three years): TheCompany has not imported any technology during the last three years. iv) Expenditureincurred on research and development: Nil

C. Foreign Exchange Earnings and Outgo

During the year under review your Company earned Foreign Exchange Revenue of Rs.958.04 lakhs (Previous Year Rs. 1044.58 lakhs) and the Foreign Exchange outgo on accountof commission and others is Rs. 104.66 lakhs (Previous year Rs. 31.76 lakhs).

ANNEXURE – VI G. SHANKER PRASAD ACS ACMA

PRACTISING COMPANY SECRETARY

#10 AG's Colony Anand Nagar Bangalore – 560 024

Tel: 080 42146796 E-mail: gsp@graplind.com