To the Members,
The Directors are pleased to present the 53rd Annual Report of Oriental
Hotels Limited (the Company or OHL) along with the Audited Financial Statements for the
Financial Year ended March 31, 2023. The consolidated performance of the Company and its
subsidiary has been referred to wherever required.
1. Financial Results
|
|
|
|
(Rs Lakhs) |
|
Standalone |
Consolidated |
Particulars |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue |
39,280.71 |
21,870.41 |
39,451.38 |
21,939.85 |
Other income |
1,515.71 |
702.69 |
1,076.61 |
703.88 |
Total income |
40,796.42 |
22,573.10 |
40,527.99 |
22,643.73 |
Expenses |
|
|
|
|
Operating expenditure |
28,190.18 |
19,581.07 |
28,219.98 |
19,597.66 |
Depreciation and amortization expenses |
2,265.13 |
2,625.53 |
2,265.13 |
2,625.53 |
Total Expenses |
30,455.31 |
22,206.60 |
30,485.11 |
22,223.19 |
Profit/(Loss) before finance cost and tax |
10,341.11 |
366.50 |
10,042.88 |
420.54 |
Finance cost |
2,012.20 |
2,220.13 |
2,012.20 |
2,220.13 |
Profit/(Loss) before tax (PBT) |
8,328.91 |
(1,853.63) |
8,030.68 |
(1,799.59) |
Tax expense |
2,481.58 |
(515.88) |
2,481.58 |
(515.88) |
Profit/(Loss) for the year before share of equity accounted investees |
5,847.33 |
(1,337.75) |
5,549.10 |
(1,283.71) |
Add : Share of Profit / (Loss) of Associates and Joint Venture |
NA |
NA |
(122.87) |
(741.63) |
Profit / (Loss) for the Year after share of equity accounted investees |
5,847.33 |
(1,337.75) |
5,426.23 |
(2,025.34) |
Non-Controlling Interest |
NA |
NA |
NA |
NA |
Opening Balance of retained earnings |
(3,172.63) |
(1,841.51) |
5,751.49 |
7,769.36 |
Profit / (Loss) for the Year |
5,847.33 |
(1,337.75) |
5,426.23 |
(2,025.34) |
Other comprehensive income / (losses) |
(59.17) |
6.63 |
(58.08) |
7.47 |
Total comprehensive income |
5,788.16 |
(1,331.12) |
5,368.15 |
(2,017.87) |
Dividend paid |
- |
- |
- |
- |
Closing balance of retained earnings |
2,615.53 |
(3,172.63) |
11,119.64 |
5,751.49 |
2. Dividend
The Board recommended a dividend of Rs 0.50 per fully paid Equity Shares on
17,85,99,180 Equity Shares of face value Rs 1 each, for the year ended March 31, 2023
(previous year : nil). The dividend on Equity Shares is subject to the approval of the
Shareholders at the Annual General Meeting (AGM) scheduled to be held on Thursday, July
20, 2023. The dividend once approved by the Shareholders will be paid on and after
Tuesday, July 25, 2023.
The dividend on Equity Shares if approved by the Members, would involve a cash outflow
of Rs 893 lakhs resulting in dividend pay out of 15% of the standalone profit of the
company.
3. Transfer to Reserves
The Company has decided to retain the entire amount of profit for FY 2022-23 appearing
in the Statement of profit and loss. Hence, no amount has been transferred to general
reserve during the year.
4. Share Capital
The Paid-up equity share capital of the Company as on March 31, 2023, was Rs 1,786
lakhs comprising of 17,85,99,180 equity shares having face value of Rs 1 each. During the
year, the Company had neither issued any shares nor instruments convertible into equity
shares of the Company or with differential voting rights.
5. Companys Performance
On a standalone basis, the Total Income for FY 2022-23 was Rs 40,796.42 lakhs, which
was higher than the previous years Total Income of Rs 22,573.10 lakhs by 81%, consequent
to opening of the global economy, increased mobility and travel and higher demand for
accommodation, food and beverages, especially from domestic tourism. The Company reported
a profit of Rs 5847.33 lakhs for FY 2022-23 in comparison with a loss of (Rs 1,337.75)
lakhs for FY 2021-22.
On a consolidated basis, the Total Income for FY 2022-23 was Rs 40,527.99 lakhs, higher
than the previous years Total Income of Rs 22,643.73 lakhs by 79%. The profit for the
year after share of profit/(loss) of Associates and Joint Venture for FY 202223 was Rs
5,426.23 lakhs as against a loss of (2,025.34) lakhs for FY 2021-22.
Borrowings
The total borrowings including interest accrued stood at Rs 18,315.01 lakhs as on March
31, 2023 as against Rs 26,813.92 lakhs as on March 31, 2022.
Debentures
During FY 2022-23, the Company has not issued any debentures and no debentures were
outstanding as on March 31, 2023.
Capital Expenditure
During FY 2022-23, the Companys outlay towards capital expenditure was Rs 3,248.45
lakhs.
Business Overview
An analysis of the Business and Financial Results are given in the Management
Discussion and Analysis which forms part of the Annual Report.
6. Subsidiaries, Joint Ventures and Associate Companies
Pursuant to the provisions of Section 129(3) of the Companies Act 2013 ("the
Act") a statement containing the salient features of financial statements of the
Companys subsidiary in Form No. AOC-1 is attached in the report as Annexure - 1.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements
of the Company, consolidated financial statements along with relevant documents and
separate audited financial statements in respect of subsidiaries, are available on the
website of the Company at: http://orientalhotels.co.in/investors/financial-results/
7. Directors Responsibility Statement
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory
and secretarial auditors and external consultants, including the audit of internal
financial controls over financial reporting by the statutory auditors and the reviews
performed by management and the relevant Board Committees, including the Audit Committee,
the Board is of the opinion that the Companys internal financial controls were adequate
and effective during FY 2022-23. Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of its knowledge and ability, confirm that:
i. In the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures;
ii. They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the Financial Year and of the profit
of the Company for that period;
iii. They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
iv. They have prepared the annual accounts on a going concern basis;
v. They have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and operating effectively;
vi. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
8. Directors and Key Managerial Personnel
In accordance with the requirements of the Act and the Companys Articles of
Association, Mr. Puneet Chhatwal (DIN: 07624616), retires by rotation and being eligible,
offers himself for re- appointment. A resolution seeking shareholders approval for his
re-appointment forms part of the Notice.
In terms of Regulation 25 (8) ofthe Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations),
the Independent Directors have confirmed that they are not aware of any circumstance or
situation, which exists or may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective independent judgment and without
any external influence. Based upon the declarations received from the Independent
Directors, the Board of Directors has confirmed that they meet the criteria of
Independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI
Listing Regulations and that they are Independent of the Management. In the opinion of the
Board, there has been no change in the circumstances affecting their status as Independent
Directors of the Company and the Board is satisfied of the integrity, expertise and
experience (including proficiency in terms of Section 150(1) of the Act and applicable
rules thereunder) of all Independent Directors on the Board. Further in terms of Section
150 read with Rule 6 of the Companies (Appointment & Qualification of Directors)
Rules, 2014, as amended, the Independent Directors of the Company have registered their
names in the data bank of Independent Directors maintained with the Indian Institute of
Corporate Affairs.
During the year under review, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company, other than remuneration, sitting
fees and reimbursement of expenses incurred by them for the purpose of attending meetings
of the Board/Committee of the Company. During the year the sitting fees paid to the
Non-Executive Directors was increased, details of which has been provided in the Corporate
Governance Report, which forms a part of the Annual Report.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of
the Company as on March 31, 2023 are:
• Mr. Pramod Ranjan - Managing Director & Chief Executive Officer.
• Mr. Nitin Bengani - Associate Vice President - Finance & Chief Financial
Officer.
• Ms. S. Akila - Corporate Director Legal & Company Secretary. Resignations of
Key Managerial Personnel:
• Mr. Tom Antony, Company Secretary and Compliance Officer has resigned with
effect from April 30,2022
• Mr. Sreyas Arumbakkam, Chief Financial Officer has resigned with effect from
January 23, 2023.
The Board, based on the recommendation of Nomination and Remuneration Committee and
subject to approval of the shareholders vide Postal Ballot, approved re-appointment of Mr.
Harish Lakshman as independent director of the company with effect from May 09, 2023.
9. Number of Meetings of the Board
Four (4) meetings of the Board were held during the year under review. For details of
meetings of the Board, please refer to the Corporate Governance Report, which forms a part
of the Annual Report.
10. Board Evaluation
The Board of Directors has carried out an annual evaluation of its own performance,
board committees, and individual Directors pursuant to the provisions of the Act and SEBI
Listing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from all
the Directors on the basis of criteria such as the board composition and structure; degree
of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate
governance practices, participation in the long- term strategic planning, etc.);
effectiveness of board processes, information and functioning, etc.; extent of
co-ordination and cohesiveness between the Board and its Committees; and quality of
relationship between Board Members and the Management. The performance of the Committees
was evaluated by the Board after seeking inputs from the Committee Members on the basis of
criteria such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India (SEBI) on January 5, 2017.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into
account the views of Executive Director and Non-Executive Directors. The Board and the
Nomination and Remuneration Committee (NRC) reviewed the performance of individual
Directors on the basis of criteria such as the contribution of the individual Director to
the Board and committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings, etc.
In the Board Meeting that followed the meeting of the Independent Directors and meeting
of NRC, the performance of the Board, its Committees and individual Directors was also
discussed. Performance evaluation of Independent Directors was done by the entire Board,
excluding the Independent Director being evaluated.
11. Policy on Directors Appointment and Remuneration and other details
The Companys policy on directors appointment and remuneration and other matters
provided in Section 178(3) of the Act is available on :
http://orientalhotels.co.in/investors/ policies/
12. Vigil Mechanism
In accordance with Section 177(9) of the Act and Regulation 22 of the SEBI Listing
Regulations, the Company has established the necessary vigil mechanism that provides a
formal channel for all its directors and employees to report concerns about any unethical
behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. The
details of the policy have been disclosed in the Corporate Governance Report, which forms
a part of the Annual Report and is also available on
http://orientalhotels.co.in/investors/policies/
13. Internal Financial Control Systems and their Adequacy
The Companys internal control systems are commensurate with the nature of its
business, the size and complexity of its operations and such internal financial controls
with reference to the Financial Statements are adequate.
The details in respect of internal financial control and their adequacy are included in
the Management Discussion and Analysis, which forms a part of the Annual Report.
14. Committees of the Board
The following are the statutory committees of the Board
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholders Relationship Committee
d. Risk Management Committee
e. Corporate Social Responsibility Committee
During the year under review, all recommendations of the Committees were approved by
the Board.
The details including the composition of the Committees including attendance at the
Meetings and terms of reference are included in the Corporate Governance Report, which
forms a part of the Annual Report.
During the year, the Audit Committee was reconstituted with effect from September 26,
2022 :
• Ms. Gita Nayyar was appointed as the Chairperson of the Committee and Mr. Harish
Lakshman was appointed as a member of the Committee.
• Mr. Vijay Sankar ceased to be the Chairman and member of Audit Committee.
15. Corporate Social Responsibility
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company
and the initiatives undertaken by the Company on CSR activities during the year under
review are set out in - Annexure - 2 of this report. For other details regarding the CSR
Committee, please refer to the Corporate Governance Report, which is a part of this
report. The CSR policy is available on http://orientalhotels.co.in/investors/policies/
16. Auditors
Statutory Auditor and Statutory Auditors Report
At the 52nd AGM held on July 28, 2022, the Members approved the appointment
of PKF Sridhar & Santhanam LLP, Chartered Accountants (Firm Registration No.
0039905S/S200018) as the Statutory Auditors of the Company to hold office for a second
term of five consecutive years from the conclusion of the 52nd AGM till the
conclusion of the 57th AGM of the Company to audit and examine the books of
account of the Company.
The Statutory Auditors Report on the Financial Statements of the Company for FY
2022-23 does not contain any qualifications, reservations, adverse remarks or disclaimer.
The Statutory Auditors of the Company have not reported any fraud as specified under
Section 143(12) of the Act, in the year under review.
Secretarial Auditor and Secretarial Auditors Report
In terms of Section 204 of the Act and Rules made thereunder, S.Sandeep &
Associates, Practicing Company Secretary (C.P. No. 5987) were appointed as Secretarial
Auditors of the Company to conduct the Secretarial Audit of records and documents of the
Company for FY 2022-23 and their report is annexed as Annexure - 3 to this report.
The Secretarial Auditors Report does not contain any qualifications, reservations,
adverse remarks or disclaimer.
For FY 2022-23, the Company does not have any material unlisted Indian subsidiaries. As
such the requirement to attach secretarial audit reports of material unlisted Indian
subsidiaries pursuant to Regulation 24A (1) of the SEBI Listing Regulations is not
applicable to the Company.
Cost Auditors
Maintenance of cost records as specified by the Central Government under Section 148
(1) of the Act is not applicable to the Company.
17. Risk Management
The Board of Directors of the Company has formed a Risk Management Committee to frame,
implement and monitor the risk management plan for the Company. The Committee is
responsible for monitoring and reviewing the risk management plan and ensuring its
effectiveness. The Audit Committee has additional oversight in the area of financial risks
and controls. The major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis. The development
and implementation of risk management policy has been covered in the Management Discussion
and Analysis which forms a part of the Annual Report.
18. Particulars of Loans, Guarantees or Investments
Particulars of loans, guarantees given and investments made during the year under
review, in accordance with Section 186 of the Companies Act, 2013 is annexed to this
report. (Refer Note No(s): 6 & 7 of financials).
19. Related Party Transactions
In line with the requirements of the Act and the SEBI Listing Regulations, as amended,
the Company has formulated a Policy on Related Party Transactions for identifying ,
reviewing, approving and monitoring of Related Party Transactions and the same can be
accessed on the Companys website at http://orientalhotels. co.in/investors/Policies/
During the year under review, all Related Party Transactions that were entered into
were in the Ordinary Course of Business and at Arms Length Basis. All transactions
entered into with related parties were approved by the Audit Committee. Details of
transactions with related party as per Form AOC-2 are provided in the Annexure - 4 to this
Report.
20. Annual Return
As provided under Section 92(3) and 134(3) (a) of the Act, the Annual Return in Form
MGT-7 for FY 2022-23 is available on the website of the Company at
http://orientalhotels.co.in/investors/annual-report/
21. Particulars of Employees
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, are annexed to this report as Annexure - 5.
The statement containing details of employees as required under Section 197(12) read
with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, forms part of this report and will be made available
to any Member on request at Ohlshares.mad@ tajhotels.com.
During the Financial Year, Retirement Age of all permanent employees of the Company has
been increased from 58 years to 60 years.
22. Disclosure Requirements
As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors
Certificate thereon, and the Management Discussion and Analysis are attached as a separate
section, which forms part of the Annual Report.
Pursuant to Regulation 34(2) (f) of the SEBI Listing Regulations and its Circular dated
May 10, 2021, SEBI has made Business Responsibility & Sustainability Report (BRSR)
mandatory for the top 1,000 listed companies (by market capitalisation) from FY 2022-23.
OHL falls within this category and has adopted the BRSR for FY 2022-23 to provide enhanced
disclosures on ESG practices and priorities of the Company. The BRSR disclosures form a
part of this report.
As per Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy
is disclosed in the Corporate Governance Report and is uploaded on the Companys website
at http://orientalhotels.co.in/investors/policies/
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
23. Deposits from Public
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on 31st
March 2023.
24. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo [Pursuant to Companies (Accounts) Rules, 2014]
A. The Company has a longstanding history of stewardship through efficient management
of all its assets and resources. The Companys conscious efforts are aligned with the Tata
ethos of keeping communities and environment at the heart of doing business. In its
endeavour to conserve energy, various measures have been undertaken on an ongoing basis at
the hotel units of the Company. Installation of solar lighting and heating panels coupled
with phasing out of conventional lightings with CFL and LED lights resulted in reduction
in power consumption. Efforts to increase the share of renewable source of energy like
wind and solar also help in reduction in both power consumption cost and carbon footprint.
B. Technology Absorption: The Company continues to adopt and use the latest
technologies to improve the efficiency and effectiveness of its business operations.
C. Foreign Exchange Earnings and Outgo:
• Earnings : Rs 7,163.07 lakhs (Previous year Rs 2,056.48 lakhs)
• Outgo : Rs 482.74 lakhs (Previous year Rs 239.21 lakhs)
25. Material changes and commitment affecting the financial position of the Company
There are no material changes affecting the financial position of the Company
subsequent to the close of FY 2022-23 till the date of this report.
26. Significant and material orders passed by the regulators
During the year under review, no significant material orders were passed by the
Regulators or Courts or Tribunals impacting the going concern status and the Companys
operations. However, Members attention is drawn to the Statement on Contingent
Liabilities and Commitments in the Notes forming part of the financial statements.
27. Proceedings under Insolvency and Bankruptcy Code, 2016
During the year under review, there were no proceedings that were filed by the Company
or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016
as amended, before National Company Law Tribunal or other Courts.
28. Valuation
During the year under review, there were no instances of onetime settlement with any
Banks or Financial Institutions.
29. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH Act)
The Company has always believed in providing a safe and harassment-free workplace for
every individual working in the Company. The Company has complied with the applicable
provisions of the POSH Act, and the rules framed thereunder, including constitution of the
Internal Complaints Committee. The Company has in place an Anti-Sexual Harassment Policy
in line with the requirements of the POSH Act and the same is available on the Companys
website at: http://orientalhotels.co.in/investors/policies/
During the financial year, the Company has received 3 compliants and the same was
redressed and disposed in accordance with the Anti-Sexual Harassment Policy.
30. Acknowledgement
The Directors thank the Companys, customers, vendors, investors, lenders, partners and
all other stakeholders and academic partners for their continuous support.
The Directors also thank the Government of India, State Governments and concerned
Government Departments and agencies for their co-operation.
The Directors appreciate and value the contribution made by all our employees and their
families and the contribution made by every other member of the OHL family for making the
Company what it is today.
|
For and on behalf of the Board |
|
Oriental Hotel Limited |
| Place : Chennai |
Puneet Chhatwal |
| Date : April 20, 2023 |
Chairman |
|
DIN:07624616 |
+91-9892691696
