Royale Manor Hotels & Industries Ltd Directors Report

To

The Members,

Royale Manor Hotels and Industries Limited

Your directors have pleasure in presenting their 33rd Annual Report on the business and operations of the Company together with its Audited Accounts for the year ended March 31, 2024. The Management Discussion and Analysis also included in this Report.

1. FINANCIAL RESULTS:

The highlights of the financial results of the Company for the financial year ended March 31, 2024 are as under:

( in Lacs)

Particulars	2023-2024	2022-2023
Total Income	2,512.45	2,321.32
Profit/(Loss) Before Financial Charges, Depreciation and Income Tax	743.89	683.32
Less: Financial Charges	80.67	94.27
Less: Depreciation	102.48	97.47
Profit before Income Tax and Exceptional Item	560.74	491.58
Add/(Less) : Extra ordinary/ Prior Period Items	0.00	0.00
Profit before Income Tax	560.74	491.58
Provision for Income Tax	139.48	116.28
Deferred Tax Income/(Expense)	(0.53)	(3.87)
Profit For the Year after Income Tax	421.79	379.17
Other Comprehensive Income	0.34	16.56
Profit Available for Appropriation	422.13	395.73
Appropriation
Reserve for Replacement of FF &E (Net)	0.00	0.00
Proposed Dividend	0.00	0.00
Tax on Dividend	0.00	0.00
Balance of Profit/(Loss) brought forward	2435.70	1999.88
Transfer to Capital Redemption Reserve	00	00
Balance carried to Balance Sheet	2857.83	2435.70

2. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR:

Financial Year 2023-24 was a year where the Company focused on exceeding its pre-pandemic levels of financial performance, establishing its market leadership. During the year under review, our hotel has seen an increase in average room rate and in average occupancy. The management has successfully established the hotels reputation in the market as a venue consistently prepared to cater both business and leisure travelers. The Average Occupancy of the hotel for 2023-24 has been increased to 81% from 77% and the Average Room Rates of the hotel for the year 2023-24 has been noted as 5,522/- as compared to 5,207/- in the previous year 2022-2023.

The hotel unit of the Company "The Ummed Ahmedabad" ensures highest levels of Hygiene and Food Safety criteria. Further, the hotel has established superior ambience, interior decorations, services and loyal clientele retained its market leadership in the city of Ahmedabad and that has placed the hotel ahead of its competitors.

During the financial year 2023-24, Company had been in a position to achieve a turnover of 2,512.45 Lacs in comparison to 2321.32 Lacs in the previous year 2022-23. The profit before tax for the FY 2023-24 and FY 2022-23 were 560.74 Lacs and 491.58 Lacs respectively. Your directors are hopeful that there would be further improvement in the performance of the company in the FY 2024-25.

3. CHANGE IN THE NATURE OF BUSINESS:

The Company is engaged in the activities of Hotels and Restaurants. There was no change in the nature of the business of the Company during the year under review.

4. SHARE CAPITAL:

The paid-up Equity Share Capital as on March 31, 2024 was 19.83 Crore.

A) Allotment of equity shares pursuant to conversion of convertible warrants:

During the year under review, the Board of Directors of your company have consented to the allotment of 9,50,000 equity shares at 22.31 each (including premium of 12.31) at their meeting held on January 17, 2024 to Shree Bala Finvest Private Limited (promoter) in pursuant to the conversion of convertible warrants issued on preferential basis as approved of members of the company at the 32nd Annual General Meeting held on September 30, 2023. The Company has received trading approval from BSE Limited vide notice no. LOD/PREF/DA/FIP/1248/2023-24 dated February 19, 2024 admitting 9,50,000 number of equity shares for trading w.e.f. February 20, 2024. The newly issued equity shares shall rank pari-passu with the existing equity shares of the company.

B) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

C) Issue of sweat equity shares:

During the year under review, the Company has not issued any sweat equity shares.

D) Issue of employee stock options:

During the year under review, the Company has not issued any employee stock options.

E) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

5. DIVIDEND:

During the year under review, the Company has not declared any dividend to the shareholders of the company.

6. UTILIZATION OF THE PROCEEDS OF PREFERENTIAL ISSUE:

Total issue size of Convertible Warrants ()	Amount received per warrant	Amount utilized as per the object mentioned in the explanatory statement	Date of Raising Fund	Deviation/ variation
2.12 Crores	22.31 each	2.12 Crores	18.10.2023 & 17.01.2024	Nil

7. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any Subsidiaries, Associate and Joint Venture Companies. Hence, details for the same are not required to be mentioned here.

8. DIRECTORS AND KMP:

a) Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company:

Name	Designation
Mr. Vishwajeet Singh U Champawat	Chairman and Managing Director
Ms. Seema Kalwani	Company Secretary and Compliance officer
Mr. Devraj Singh Chauhan	Chief Financial Officer

b) Directors:

Name	Designation
Mr. Jayesh V. Dave	Non-Executive – Independent Director
Mr. Ramprakash R. Kothari	Non-Executive – Independent Director
Mrs. Ranju Bhati	Non-Executive – Independent Director
Mrs. Mrinalini Singh	Non - Executive Director – Non-Independent Director

c) Changes in Directors and Key Managerial Personnel during the year and till the date of AGM:

Name	Designation	Date of Appointment	Date of Resignation
Mrs. Mrinalini Singh	Non Executive director - Non Independent director	08.07.2023 Regularised as on 30.09.2023	--
Ms. Seema Kalwani	Company Secretary	08.07.2023	--
Ms. Somya Singhal	Company Secretary	-	08.07.2023
Mr. Ramprakash R. Kothari	Non-Executive – Independent Director	-	05.08.2024
Mr. Surendra Khemka	Additional Director	05.08.2024	-

d) Declaration by an Independent Director(s) and re-appointment, if any:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of conduct formulated by the Company as hosted on the Companys Website i.e. www.rmhil.com.

9. ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft Annual Return of the Company for the Financial Year ended on March 31, 2024 in Form MGT-7 is available on website of the Company and can be accessed at www.rmhil.com

10. NUMBER OF MEETINGS OF THE BOARD:

During the year the Board of Directors met 8 (Eight) times at the dates mentioned below. The details of the board meetings are provided in Corporate Governance Report.

30.05.2023	08.07.2023	11.08.2023	04.09.2023
18.10.2023	07.11.2023	17.01.2024	09.02.2024

The Board of Directors of the Company were present at the following Board Meetings held during the year under review:

Name of Director	No. of Board Meetings held during the period when the Director was on the Board	Meetings attended	Attendance at last AGM
Mr. Vishwajeet Singh U Champawat	8	7	Yes
Mr. Ramprakash R. Kothari	8	8	Yes
Mr. Jayesh V. Dave	8	8	Yes
Ms. Ranju Bhati	8	6	No
Mrs. Mrinalini Singh*	6	2	No

*Apppointed on the Board of the Company on 08.07.2023

11. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

12. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Schedule IV of the Act, Listing Regulations and Secretarial Standard – 1 on Meetings of the Board of Directors mandates that the Independent Directors of the Company hold at least one meeting in a year, without the attendance of Non-Independent Directors.

The Independent Directors Meeting was held on March 30, 2024. The Independent Directors, inter alia, discussed and reviewed performance of Non-Independent Directors, the Board as a whole, Chairperson of the Company and assessed the quality, quantity and timeliness of flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

In addition to formal meetings, frequent interactions outside the Board Meetings also take place between the Independent Directors and with the Chairperson, and rest of the Board.

13. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors made the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a. That in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the annual financial statements have been prepared on a going concern basis;

e. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. That system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

14. AUDITORS:

A. Statutory Auditors:

In terms of Section 139 of the Companies Act, 2013 ("the Act"), and the Companies (Audit and Auditors) Rules, 2014, made thereunder, the present Statutory Auditors of the Company M/s. Naimish N Shah & Co, Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the Company from Annual General Meeting for the year 2022, to hold office until the conclusion of the Annual General Meeting which will be held in the year 2027.

The certificate of eligibility under applicable provisions of the Companies Act, 2013 and corresponding Rules framed thereunder was furnished by them towards appointment of 5 (Five) years term.

B. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Rupal Patel, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure -A".

Reply for qualification Remark in Secretarial Audit Report:

• The Company has informed to the promoters about the mandatory requirement of their holding shall be in dematerialized mode only.

15. TRANSFER TO/FROM RESERVES:

It is proposed to transfer 422.13 lacs to Reserves and Surplus out of the profit for the FY 2023-24.

16. DEPOSITS:

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at March 31, 2024.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

18. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business which are mentioned at Point no.3.9 of Notes to Accounts forming part of audited financial result for the year ended on March 31, 2024. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

20. 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. Moreover, during the year under review, there were no instances of onetime settlement with any Banks or Financial Institutions.

21. CORPORATE SOCIAL RESPONSIBILITY:

In todays world Corporate Social Responsibility is a very important and dominant concept for external environment. Every year 5th June is observed as the World Environment Day around the world and is of immense importance for The Ummed Ahmedabad Hotel. It is about creating wealth for all our stakeholders, embracing diversity, minimizing resource consumption. We provide healthy and hygienic food to our valuable customers. Customer satisfaction is our motive. This is a commitment to safeguard the health and safety of our employees and neighbors, to support the local economy and to treat our staff fairly.

22. BUSINESS RISK MANAGEMENT:

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either /or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates and reputation as "Risks". Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks.

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year under review, the Company retained external audit firm to review its existing internal control system with a view of tighten the same and introduce system of self-certification by all the process owners to ensure that internal controls over all the key business processes are operative. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

24. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate and proper internal financial controls with reference to the Financial Statements during the year under review.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

26. EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Companys vision and strategy to deliver good performance.

27. NOMINATION & REMUNERATION POLICY OF THE COMPANY:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is available on the Companys website at www.rmhil.com.

28. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has been proactive in the following principles and practices of good corporate governance. A report in line with the requirements of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the report on Management Discussion and Analysis and the Corporate Governance practices followed by the Company and the Auditors Certificate on Compliance of mandatory requirements are given as an "Annexure "B & C" respectively to this report.

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.

As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the Auditors Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual Report.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-D".

30. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year as on March 31, 2024 and the date of Directors Report.

31. PARTICULERS OF EMPLOYEES & EMPLOYEE REMUNERATION:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as "Annexure- E" to the Boards report.

None of the employees of the Company drew remuneration of 1,02,00,000/- or more per annum and 8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provision of sexual harassment of women work at workplace (Prevention, Prohibition and redressal) Act, 2013 and the rules framed thereunder. During the financial year 2023-24, the Company has not received any complaint on sexual harassment.

33. TRANSFER OF UN-CLAIMED DIVIDENDS:

The Company does not have any funds lying as unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

34. SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards - 1,2,3 and 4 issued by the Institute of Company secretaries of India relating to ‘Meetings of the Board of Directors and General Meetings, ‘Payment of Dividend and ‘Report of the Board of Directors respectively, have been duly followed by the Company.

35. ACKNOWLEDGMENT:

Your directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

By Order of the Board of Directors

For Royale Manor Hotels & Industries Limited

Sd/-

Vishwajeet Singh U Champawat

Chairman and Managing Director

DIN: 00519755

Place: Ahmedabad

Date: 05/08/2024