Jindal Hotels Director Discussions


Dear Members,

Your Directors are pleased to present the Thirty-Eight Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended March 31st, 2023.

1. FINANCIAL HIGHLIGHTS

Your Companys financial performance for the year ended March 31, 2023 is as below:

(Rs. In Lakhs)

Financial Performance

Year ended 31.03.2023 Year ended 31.03.2022
Revenue from Operation & Other Income 4235.56 3039.24
Less: Expenditure 3070.99 2373.33
Profit/Loss before Depreciation, Interest and Taxation 1164.57 665.91
Interest 515.97 489.66
Depreciation & Amortization 485.54 485.14
Profit/(Loss) before Taxation 163.06 (308.89)
Provision/(reversal) for Income Tax / Deferred Tax (43.75) (68.60)
Net Profit/(Loss) after Taxation 206.81 (240.29)
Other Comprehensive Income (OCI) 0.63 0.01
Net Profit/(Loss) after OCI 207.44 (240.28)

2. COMPANYS PERFORMANCE

The overall Revenue from Operation for the year is Rs. 4,235.56 lakhs, which is higher than the revenue from operation and other income of Rs. 3,039.24 lakhs for the previous year i.e. increased by 39.36 % . In spite of side effect of post CORONA the Companys revenue has improved as a result of the Managements ongoing efforts to promote the business and revenue. In FY 2022-23, The company reported a profit of Rs. 206.81 lakhs, compared to a loss of Rs. 240.29 lakhs in the previous financial year of 2021-22.

While there is no significant change in depreciation over the financial year, whereas borrowing costs are marginally higher by 26.31 lakhs at Rs. 515.97 lakhs. Mainly due to increase in Interest rate by the bank.

Borrowings and Capital Expenditure: The total long-term borrowings were Rs. 5,235.35 lakhs as on March 31, 2023 as against Rs. 5,783.01 lakhs as on March 31, 2022. The Company has repaid a term loan of Rs. 837.99 lakhs which was availed under Emergency Credit Line Guarantee Scheme (ECLGS) from HDFC Bank Ltd.

The Annual Report includes a business overview and analysis of the business and financial results, as well as management discussion and analysis.

3. MANAGEMENT DISCUSSION & ANALYSIS: ASSOCIATION WITH ACCOR BRAND

The importance of a brand tie-up in a highly digitalized economy is continuing to become ever more important. Since June 2017, your company has been managed and operated by the ACCOR group of hotels, an international company operating 5445 properties under various popular brands such as Grand Mercure, Fairmont, Pullman, Sofitel, Novotel and Ibis in India. This French hospitality major has a substantial presence in India and a portfolio of 59 hotels across the country. The ACCOR is compatible with the character and culture of our company to increase business prospects and strengthen the marketing network.

INDUSTRY STRUCTURE AND DEVELOPMENTS:

The year 2022 painted a mixed picture for the global hospitality sector. It was the year that travel finally made a comeback after a majority of countries lifted their travel restrictions and most people resumed their pre-pandemic way of life. As a result, travel demand increased significantly across the globe with people trying to make up for the lost time. However, inflation, the Russia-Ukraine war, and the "great resignation "by employee negatively impacted the hospitality business in a few countries. The Indian hospitality sector also witnessed similar trends during the year but was more resilient than some of its global counterparts.

The year began on a challenging note with weak demand in the first few weeks because of the emergence of omicron cases and the reintroduction of travel restrictions across states. However, unlike the previous COVID waves, this setback was short-lived, and travel demand recovered much more quickly than earlier.

Domestic travel remained the industrys primary growth engine in 2022. While leisure destinations continued to thrive, the resurgence of corporate travel and large-ticket conferences and events helped in reshaping the fortunes of commercial markets and popular MICE (Meetings, Incentives, Conferences and Exhibitions) destinations. Meanwhile, the resumption of regular international flights in India in March 2022 helped kick-start outbound and inbound travel in the country. However, due to the inconsistencies in COVID protocols across countries, visa challenges, and high airfares, international travel continued to be volatile, aiding the continued growth in domestic tourism. The "Big Fat Indian Wedding" also made a comeback after two years of waiting with several hotels sold out during the wedding season. Although strong demand brought some cheer to the sector, the rising costs of raw materials, high manpower costs, and increasing borrowing costs due to rising interest rates hurt hotel operations and GOP. However, due to significant pent-up demand, hoteliers were no longer afraid of passing on some of the rising costs to customers in the form of higher room rates. Ancillary revenue streams also gained momentum, with hotel companies becoming more innovative in their pursuit of new revenue streams. At last, near the end of the year, the government discontinued the pre-boarding requirement of completing the Air Suvidha form for international arrivals and the mandatory requirement of wearing face masks on board an aircraft, ending the countrys travel related restrictions.

Driven by the strong recovery in demand, hotel companies accelerated their growth plans in 2022, resulting in over 33% rise in brand signings by keys compared to the previous year. During the year, 166 new hotels with 14,885 rooms were signed, while 90 hotels with 5,702 rooms were rebranded, which may build pressure on demand and supply equation in market.

Risks / Prospects and Concerns:

Trends and Challenges in the hospitality industry:

- Bleisure Travelers & Hotel Work Spaces: Working remotely has today become commonplace for many employees. This means that hospitality venues are turning themselves into remote working hotspots for locals and travelers alike. This is a great opportunity for hotels and F&B venues to capitalize on the trend and adapt their offering to meet the needs and wants of this emerging segment; ample plug sockets, free high-speed WIFI, meeting rooms and great coffee are good starting points.

- Holistic hospitality, health & well-being: Preventative medicine and self-care are undisputedly trending right now. Apart form the usual beauty and relaxation spa offering, there is rapidly growing demand for health diagnostic technology and bespoke treatment plans delivered by experts who conduct personal or group sessions to develop vitality, healing, stress management, emotional balance, mindfulness and better sleep.

- Digitalized guest experiences: Consumers who have become accustomed to unlocking their smartphones and laptops using facial and fingerprint recognition will soon come to expect the same convenience in accessing their hotel rooms. Unfortunately for the establishments looking to welcome them, these upgrades may be costly to install and maintain.

- Hyper-Personalization: Todays guests have grown to expect to be recognized and treated as individuals, a study revealed that 71% of buyers expect personalized interactions. The problem for most businesses is that theyre still personalizing at segment level and customer expectation has moved far beyond that in 2023, towards hyper-personalization.

- Experience economy & essentialism: Travelers are decreasingly seeking lavish displays of wealth, preferring instead to spend wisely, purposefully and make a positive impact on the world. Unique experiences that give back to local communities in meaningful ways are in demand, as are niche properties, adventurous holidays and relaxation retreats.

- Artificial Intelligence (AI): Chatbots have proven to be a customer service asset both during the booking process and in responding to recurring questions. This is especially important in an industry such as hospitality which is expected to be on 24/7.

- Renewable energy: In recent years hospitality outlets have been making small steps by prioritizing the removal of disposable plastics, eliminating unnecessary paper consumption thanks to opt-in receipts and reducing food waste. Hospitality businesses are realising that not only is it the right thing to do environmentally but with the volatile energy market we are currently experiencing, there is cost saving incentive too. So 2023 is set to be year of the innovative renewable energy source.

- Virtual & augmented reality: Consumers will ultimately always seek value for money, but the ongoing cost of living crisis has certainly heightened price awareness.

- Deal-Seekers: Consumers will ultimately always seek value for money, but the ongoing cost of living crisis has certainly heightened price awareness. This means that consumers are definitely in deal-seeking mode and will be particularly receptive to timely recommendations and offers from businesses.

OUTLOOK:

The outlook for FY 2023-24 is optimistic. The beginning of 2023 has been promising, and the outlook for the Indian hospitality industry remains positive. Domestic demand will continue to be strong and international travel is also expected to pick up, despite the looming threat of a recession in the US and Europe, growing global geopolitical issues, and an increase in COVID cases in some countries. In addition, the G20 presidency of India and the fact that India is hosting a number of international events, including the ICC Mens World Cup, will increase demand for hotels in the cities where these events will take place.

Even though some markets or rates are likely to experience a course correction, there is still much to cheer for the sector as India focuses on infrastructure development and continues to expand as one of the worlds largest markets for international and domestic investments, all of which have favorable implications for Indias hospitality sector.

The Union Budget 2023 iterated the fact that the government is recognizing the importance of the tourism sector as an employment generator and is looking to promote the sector on a mission mode with active participation from all stakeholders, including public-private-partnerships.

The Indian hospitality sector is expected to see accelerated growth in 2023, in spite of ongoing global headwinds and the uncertainty brought on by the occasional COVID-scare. This will be driven primarily by optimistic domestic demand, the revival of inbound travel, and the Indian governments renewed emphasis on the expansion of the tourism industry, which is expected to contribute US$250 billion to the countrys GDP by 2030. The government also intends to release the National Tourism Policy soon to promote sustainable and inclusive tourism growth in the country. The hotel sector should develop strategies to take advantage of the short- and long-term opportunities that are emerging as the Indian tourism industry gains momentum.

SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE:

The Company has only one segment of activity, namely "Hoteliering" hence, segment wise performance is not applicable during the year under review.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate system of internal controls, with documented procedures covering all corporate functions and hotel operating unit. Internal controls provide reasonable assurance regarding the effectiveness and efficiency of operations, the adequacy of safeguards for assets, the reliability of financial controls, and compliance with applicable laws and regulations. The internal audit process provides positive assurance. It converges the process framework, risk and control matrix and a scoring matrix, covering all critical and important functions inter alia revenue management, hotel operations, purchase, finance, human resources and safety. A framework for each functional area is identified based on risk assessment and control, while allowing the unit to identify and mitigate high-risk areas. These policies and procedures are updated periodically and monitored by the Internal Audit. Internal controls are reviewed through the periodical internal audit process under the direction of the Internal Auditor. These reviews focus on:

• Identification of weaknesses and improvement areas

• Compliance with defined policies and processes and applicable statutes

• Safeguarding tangible and intangible assets

• Managing risk environment, including operational, financial, social and regulatory risks

• Conformity with the Code of Conduct

The Boards Audit Committee oversees the adequacy of the internal control through periodic reviews of audit findings as also of the resolution mechanism for critical audit issues. The statutory auditors have opined in their report that in all material respects, an internal financial controls with reference to financial statements of the company and such internal financial controls over financial reporting were operating effectively as at March 31, 2023, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

The Annual Report contains financial statements of the Company. The Analysis of companys Financial performance with respect to operational performance has already discussed and mentioned in point no. 2 i.e. Companys performance in Boards Report. The Management Discussion and Analysis Report is a part of Directors Report.

DEVELOPMENT OF HUMAN RESOURCES:

The Company promotes an open and transparent working environment to enhance teamwork and build business focus. The Company gives equal importance to development of human resources (HR). It updates its HR policy in line with the changing HR culture in the industry as a whole. In order to foster excellence and reward those employees who perform well. ACCORs learning and development programme are very attractive to pool and retain quality and quantity talent and skilled resources. The Prevention of Sexual Harassment Policy is strictly enforced at all levels of the organization and reinforced through regular trainings. Brand The Company also takes adequate steps for in-house training of employees and maintaining a safe and healthy environment. The manpower employed as on March 31st, 2023 was 197.

SIGNIFICANT CHANGES IN FINANCIAL RATIO:

Sr. No. List of Ratios

FY 2022-23 FY 2021-22
1. Operating Profit Margin (%) 16.03 5.95
2. Net Profit Margin Ratio (%) 5.00 (8.05)
3. Return on Net worth 11.00 (14.31)
4. Interest Coverage Ratio 1.33 0.34
5. Debt Equity Ratio 3.45 4.07
6. Current Ratio 1.17 1.57
7. Debtors Turnover Ratio (D) 33.72 36.43
8. Inventory Turnover Ratio (M) 8.14 5.64

All Significant Ratios, except Current Ratio and Debtors Turnover Ratio, have been improved due to increase in sales turnover and increase in Cost efficiency. Current Ration impaired due to increase in amount of use of working capital limit to augment sales turnover. While, debtors Turnover Ration slightly impaired.

CHANGE IN RETURN ON NET WORTH:

Return on Net-worth increased due to increase in amount of sales turnover, cost efficiency and thereby increase in profitability of the Company during the period under review as compared to previous year. Due to post COVID effect turnover of FY 2021-22 was Rs. 3039.24 lakhs and loss suffered by the Company was Rs. 240.29 lakhs. Whereas during the year under review sales turnover was achieved 4235.56 lakhs and Profit of 207.44 Lakhs. These has resulted in increase in Return on Net-worth of the Company.

DISCLOSURE OF ACCOUNTING TREATMENT:

The Company has adopted Indian Accounting Standard (IND-AS). The Financial statements for the year ended 31st March, 2023 of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Act to be read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and the relevant amendment rules issued thereafter.

CAUTIONARY STATEMENT:

The statements made in the Management Discussion & Analysis section, describing the Companys goals, expectations and predictions, among others, do contain some forward-looking views of the management. The actual performance of the Company is dependent on several external factors, many of which are beyond the control of the management.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the requirements of the Act and the Companys Articles of Association, Mrs. Chanda Agrawal retires by rotation and being eligible, offers herself for re-appointment. Relevant Ordinary Resolutions seeking shareholders approval forms part of the Notice.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2023 are:

• Mr. Piyush D. Shah, Managing Director

• Mr. Kishor I. Darji, Chief Financial Officer

• Ms. Mansi Vyas, Company Secretary & Compliance Officer

The Board of Directors have, on recommendation of Nomination & Remuneration Committee, held on 8th August, 2023, proposed appointment of Mr. Pradip N. Goradia and Mr. Pradeep Chavan as Non-executive Independent Directors on the Board in the ensuing Annual General Meeting.

5. RESERVES

In view of insufficient profits, the Board do not recommend transfer of any amount to General Reserves.

6. DIVIDEND

In view of insufficient profit and to augment the Working Capital requirement, your directors have not recommended Dividend for the Financial Year 2022-23.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, any unclaimed or unpaid Dividend for the financial year ended March 31, 2016 is due for remittance on 25th October, 2023 to the Investor Education and Protection Fund established by the Central Government.

Further Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and refund) Rules, 2016 amended from time to time, which inter alia requires the Company to transfer the equity shares on which the dividend has remained unpaid or unclaimed for a continues period of seven years, to a special demat account to be opened by Investor Education and Protection Fund Authority (IEPF Authority).

8. SHARE CAPITAL

There was no public issue, rights issue, bonus issue, etc. during the year under review. The Company has not issued shares with differential voting rights, sweat equity shares, nor granted any stock options during the financial year 2022-23.

However, the Company has issued and allotted 3,50,000/- Fully paid up Equity Shares of Rs. 10/- each on 25th March, 2022, of which, the Listing & Trading approvals were granted on 7th April, 2022 and 22nd April, 2022 respectively by BSE Ltd.

9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report. There has been no change in the nature of business during the year.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished below:

#CONSERVATION OF ENERGY

The Company is extremely cautious with regard to resource management and particularly the energy conservation be it electrical or gas consumption. We have installed necessary capacitors in our electrical sub stations & VFD (Variable Frequency Drive) in most of the motors. All the halogens, incandescent bulbs and even the PL tubes (Plug in light) are almost replaced with LED (Light Emitting Diodes). The entire property has magnetic door locks which monitors the overall supply to individual guest rooms & thermostats controls are provided for guest comfort & energy saving. All the glass window are replaced with Double Glace DGU & fixed sunscreen protection are laid on them. The new magnetic chillers used for air conditioning process have proved to be major savers.

Besides these, the hotel teams continued their efforts to explore opportunities to reduce energy consumption by: • controlled use of lighting and other equipment; • regulating of chilled water set points according to ambient temperature; • setting benchmarks for energy consumption by area.

• upgrading building management systems;

• Zero Flush Urinals installed for Banquet Halls (Save Water Save Energy);

• Celebrating Energy Saving Week where entire team is motivated not only to save energy but also to contribute their ideas for energy conservation.

• EV Charging stations for electric vehicles.

#TECHNOLOGY ABSORPTION

In the Opinion of the Board, the required particulars, pertaining to technology absorption are not applicable as hotels form part of service industry.

# FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, your Company earned Foreign Exchange of Rs. 1,88,59,536/-(PY Rs.1,01,12,868/-), whereas outflow of foreign exchange was Rs. 6,43,300/- (PY Rs. 5,04,245 /-).

11. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has been taking proactive approach concerning the development and implementation of a Risk Management Policy after identifying the following elements of risks which in the opinion of the Board may threaten the very existence of the Company itself. (a) financial; (b) legal and regulatory; (c) operating; and (d) commercial risks, including health, safety and environment.

The Company does not have any Risk Management Committee as the Board takes into consideration all the risk factors at regular intervals at its meetings.

12. CORPORATE SOCIAL RESPONSIBILITY

Provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 are not applicable to the Company.

13. INSURANCE

The Company has a broad-banded approach towards insurance. Adequate cover has been taken for all movable and immovable assets against numerous risks and hazards.

14. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

Your Company has Zero tolerance for sexual harassment at its workplace and has adopted a policy on prevention, prohibition and Redressal of sexual harassment at work place in-line with the provisions of the sexual Harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for Prevention and Redressal of complaints of sexual harassment at workplace.

The Company has adopted an Anti-Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provision relating to the constitution of Internal Complaint Committee which are set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman / Managing Director. There was no complaint outstanding / received from any employee during the financial year 2022-23 and hence, no complaint is pending as on March 31, 2023 for Redressal.

15. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016.

During the year under Review, neither any application was made nor any proceedings were pending under Insolvency and Bankruptcy Code, 2016.

16. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND

THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not Applicable

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

No loans and guarantees were made by the Company during the year under review. However, the Investments made by the Company are in compliance with provision of section 186 of Companies Act, 2013.

18. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS.

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

19. MAINTENANCE OF COST RECORDS AND COST AUDIT.

Your Company is not required to maintain Cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

20. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR

DUTIES.

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has devised policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 and have been displayed on website https://www.suryapalace.com/corporate-info/

21. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (LODR), regulation 2015 a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its committees. 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 Committees.

22. STATUTORY AUDITORS

M/s. Modi & Joshi, Chartered Accountants, Vadodara were appointed as Statutory Auditors for a period of 5 years [i.e. from FY 2017-18 to FY 2021-22] in the 32nd Annual General Meeting held on 12th September, 2017 and further re-appointed in 37th Annual General Meeting of financial year of 2021-22 held on 12th July, 2022 for second consecutive term of 5 years (i.e) from 2022-23 to 2026-27. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

23. SECRETARIAL AUDIT REPORT

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 Mr. Ranjit Kumar Singh of M/s. Ranjit & Associates, Practicing Company Secretaries, Vadodara to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is furnished in Annexure 1 (Form No. MR-3).

24. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY

THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditor or by the Secretarial Auditor of the Company in their respective reports.

25. ANNUAL RETURN

In compliance with Section 92(3) and 134(3)(a) of the Act, Annual Return is uploaded on Companys website and can be accessed at https:/ /www.suryapalace.com/corporate-info/

26. DISCLOSURE UNDER RULE-5 OF THE COMPANIES (APPOINTMENT AND REMUNERATOIN) RULES, 2014

Disclosure required under Section 197 of the Companies Act, 2013 read with Rule-5 of the Companies (Appointment and Remuneration) Rules, 2014 have been annexed as Annexure 2.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties in Form AOC-2 are enclosed as per Annexure 3. All the Related Party Transactions are held at arms length price and in Ordinary Course of Business and within limit prescribed under Section 188 of the Act for which prior approval of Board of Directors was obtained.

Your Companys Policy on Related Party Transactions, as adopted by the Board, can be accessed on the Companys website at https:// www.suryapalace.com/corporate-info/

28. CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from Practicing Company Secretaries regarding compliance of conditions of corporate governance as stipulated in Schedule V of the Securities Exchange Board of India (Listing Obligation Disclosure Requirement) Regulation, 2015 is annexed as Annexure 4 to the report.

29. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had four board meetings during the financial year under review on 26th April, 2022, 9th August, 2022, 14th November, 2022, 14th February, 2023.

30. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

31. INTERNAL AUDITOR

Mr. Sandeep Shrimal, Chartered Accountants, Vadodara, Internal Auditor of the Company has conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly.

32. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

Your Company has in place an adequate system of Internal Controls, with documented procedures covering all corporate functions and hotel operating unit to ensure that all transactions are authorized, recorded and reported correctly. This ensures prompt financial reporting, optimum utilization of various resources and immediate reporting of deviations. Compliance with laws and regulations is also ensured and confirmed and is checked by the Internal Auditor of the Company.

The reports of the Internal Auditor are reviewed by the Audit Committee. The Audit Committee also reviews adequacy of internal controls, system and procedures, insurance coverage of assets from various risks and steps are taken to manage foreign currency exposures. The Audit Committee also interacts with Internal Auditors and Statutory Auditors of the Company to ensure compliance of various observations made during the conduct of audits and adequacy of various controls.

33. DEPOSITS

The Company has not accepted/renewed any deposits from member or public.

34. WEBSITE

The corporate website www.suryapalace.com reflecting the new architecture is far more experimental, with large images showcasing the property and its facilities, enhanced content, both in quantity and quality, with in depth information on experiences, services and facilities. The website also displays financial & corporate information.

35. DECLARATION OF INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). In terms of Regulation 25 (8) of SEBI Listing Regulations they have confirmed that they are not aware of any circumstance or situation, which exist 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. The Board of directors of the Company has taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

36. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members a. Mr. Jatil Patel (Chairman & Non- executive Independent Director) b. Mr. Ambalal Patel (Non-executive Independent Director) c. Mrs. Chanda Agrawal (Non-executive Director) d. Mr. Mukund Bakshi (Non-executive Independent Director) e. Mrs. Palak Gandhi (Non- executive Independent Director) (w.e.f. 14.02.2023)

The above composition of the Audit Committee consists majority of independent Directors. The details of Constitution of all committees namely Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee are mentioned in the Corporate Governance Report [which forms part of Annual Report].

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company.

37. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:-(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had 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 and loss of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

38. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the year under review, there were no frauds reported by the Company or fraud on the Company by the officers and employees of the Company has been noticed or reported or no fraud are reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

39. SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval given on 10th April, 2015 by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1st July 2015 and further amendments applicable w.e.f. 1st October, 2017. The Company is in compliance with the same.

40. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted the whistle blower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companys code of conduct and ethics. The Company has a "Whistle Blower Policy", the copy of which is available on the website of the Company, namely https://www.suryapalace.com/corporate-info/

41. SAFETY & ENVIRONMENT

The Company is committed to providing a safe and healthy working environment and achieving an injury and illness free work place.

42. ACKNOWLEDGEMENTS

Your Directors would like to express sincere appreciation and gratitude to the Companys valued stakeholders including Members, Customers, Bankers, Vendors, Business Partners, State Government and the Government of India for their continued co-operation and support.

Directors also place on record sincere appreciation of the commitment and enthusiasm of all its employees.

An acknowledgement to all, with whose help, cooperation and hard work, the Company is able to achieve the results.

For and on behalf of the Board Jindal Hotels Limited

Sd/-

Ambalal C. Patel Chairman DIN: 00037870

Date: 08.08.2023 Place: Vadodara

Form No. MR-3 Secretarial Audit Report

(For the Financial year ended on 31st March, 2023)

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members, Jindal Hotels Ltd.

GRAND MERCURE Vadodara Surya Palace Sayajigunj, Vadodara - 390020

Dear Sirs,

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practice by Jindal Hotels Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minutes books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2023, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company, for the financial year ended on 31st March, 2023, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder.

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment and External Commercial Borrowings.

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act). a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. - Not Applicable to the Company during the Audit Period;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008. - Not Applicable to the Company during the Audit Period;

f ) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009. - Not Applicable to the Company during the Audit Period; and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018. - Not Applicable to the Company during the Audit Period;

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. ("Listing Regulations")

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above.

Further, as per representation of management letter, considering its nature of business, process and location, the following Acts are specifically applicable to the Company. There are adequate systems and processes in the company to monitor and ensure compliance.

(a) Food Safety and Standards Act, 2006 and Food Safety and Standards Rules, 2011 (b) The Water (Prevention and Control of Pollution) Act- 1974 (c) Gujarat tax and Luxuries (Hotel & Lodging) Act, 1977 (d) Registration of Foreigners Rules, 1992

We further report that;

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the year under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least 7 days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members views, if any, are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that the Trading Approval of 3,50,000 Equity Shares of Rs. 10/- each issued at a Premium of Rs. 32/- per share to the promoters of the Company on a Preferential basis has been granted by BSE Limited on 22nd April, 2022.

For Ranjit & Associates

Company Secretary

Ranjit Kumar Singh Practicing Company Secretary Proprietor ICSI Unique Code No.: S2020GJ761200 Peer review Certificate No.: 2701/2022 Place: Vadodara FCS No.:12564 C. P. No.: 23646 Date: 08.08.2023 UDIN: F012564E000762181

This report is to be read with our letter of even date which is annexed as Annexure and forms an integral part of this report.

Annexure to Secretarial Audit Report

To,

The Members, Jindal Hotels Ltd.

GRAND MERCURE Vadodara Surya Palace Sayajigunj, Vadodara - 390020

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and the practices, we followed provided a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

For Ranjit & Associates

Company Secretary

Ranjit Kumar Singh Practicing Company Secretary Proprietor ICSI Unique Code No.: S2020GJ761200 Peer review Certificate No.: 2701/2022 Place: Vadodara FCS No.:12564 C. P. No.: 23646 Date: 08.08.2023 UDIN: F012564E000762181

A. Disclosure required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rule, 2014

The details of remuneration during the year 2022-23 as per Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 are as follows:

SI. No

Disclosure Requirement

1 Ratio of Remuneration of Executive Director to the median remuneration of the employees of the Company for the financial year:

Name of Directors

Ratio to median remuneration

Managing Director

Mr. Piyush Shah 21.19

2 Percentage increase in the remuneration of Executive Director, Chief Financial Officer, Company Secretary during financial year.

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary

% Increase in Remuneration in the financial year

Mr. Piyush Shah, Managing Director 0.00%
Ms. Mansi Vyas, Company Secretary 26.65%
Mr. Kishor I. Darji, Chief Financial Officer 19.05%

Notes:

No other Director except Managing Director is paid remuneration. Only sitting fees is paid to non-executive Directors (details are mentioned in the Corporate Governance Report)

3. Percentage increase in the median remuneration of employees in the financial year - (38.36%)

4. Number of permanent employees on the rolls of the company as on 31st March, 2023 - 197

5. Average percentile increase in the salaries of employees other than the managerial personnel:

The average annual increase in salaries of employees was around (32.26%). Increase in the managerial remuneration for the year was (4.10%)

6. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company is in compliance with its remuneration policy.

7. Information under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014

(a) Details of top ten employees in terms of gross remuneration paid during the year ended 31st March, 2023:

Sr. No. Name of Employee

Designation Remuneration Nature of Employment Qualification Experience Data of Commencement of Employment Age The Last Employment held before joining the company % of Equity shares held as on 31.03.2022 Whether any such employee is a relative of any director or manager of the company

1 PIYUSH SHAH

*MD 3,900,000

PERMANENT

LAW GRADUATE 49 YEARS 04/05/1984 71 - 17.13% YES

2 SUDHAKAR ANGRE

*EXE CHEF 2,498,772

PERMANENT

DIPLOMA 38 YEARS 01/04/1990 56 - NIL NO

3 SHISHIR KAULGUD

*ADOS 1,191,223

PERMANENT

B. COM 27 YEARS 01/03/2007 49 - NIL NO

4 CHANNDER HARISH

*BQT MGR 1,149,468

PERMANENT

DIPLOMA 36 YEARS 01/10/1996 58 - NIL NO

5 RAVINDER SUNEJA

*CSM 967,355 PERMANENT BSC IN HOSPITA LITY 16 YEARS 29/03/2022 41

RADISSON BLU FARIDABAD

NIL NO

6 BINAIFER GAI

*DOSM 962,904 PERMANENT MBA IN MARKETI NG 30 YEARS 01/03/2005 55 - NIL NO

7 ATUL PARIKH

*FC 823,613 PERMANENT B. COM 19 YEARS 20/07/2022 43

Double Tree by Hilton Goa Panaji

NIL NO

8 AMARJOT RANDHAWA

*RM 782,618 PERMANENT BA IN HOSPITA LITY 14 YEARS 13/06/2022 34

Radissons Blu Greater Noida

NIL NO

9 KRITTIKA KESHAV KHAPNE

*HRM 671,753 PERMANENT MCOM, MBA IN FINANCE 15 YEARS 10/01/2022 40 IBIS STYLES, GOA NIL NO

10

POOJIL ARORA

*RDM 664,281 PERMANENT Bachelor of Hotel Management 16 YEARS 03/10/2022 37

Radissons Blu Dwarka, Delhi

NIL NO

*Note:

MD Managing Director
EXE CHEF Executive Chef
ADOS Associate Director of Sales
BQT MGR Banquet Manager
CSM Catering Sales Manager
DOSM Director of Sales & Marketing
FC Financial Controller
RM Revenue Manager
HRM HR Manager
RDM Room Division Manager

(b) Details of every employee, who was employed throughout the financial year, was in receipt of gross remuneration for that year which, in the aggregate, was not less than One Cores Two Lakhs rupees;

NOT APPLICABLE (i.e. no employee is in recipient of remuneration aggregating Rs. 8,50,000 or more per month).

(c) Details of every employee, who was employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Eight lakhs fifty thousand rupees per month;

NOT APPLICABLE

(d) Details of every employee, who was employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that 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.

NOT APPLICABLE

Form No. AOC-2

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

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arms length basis: Nil

2. Details of material contracts or arrangement or transactions at arms length basis

SN Name(s) of the related party and nature of relationship

Nature of contracts / arrangements / transactions

Duration of the contracts / arrangements / transactions

Salient terms of the contracts or arrangements or transactions including the value, if any

Date(s) of approval by the Board, if any

Amount paid as advances, if any

1 Mr. Piyush D. Shah and Other Family Members, (Promoter Group )

Lease rent paid

Up to 05.05.2030

Lease Rent payable at Rs.5 /- per Sq. ft. per month towards 21682 Sq. ft. land at S. No.202 to 208, Leased for Hotel Building at Sayajigunj, Vadodara. Lease Rent to be increased by 5% every year. Lease Rent paid in FY 2022-23 Rs.19,22,051/-

27-01-2015

Lease hold land premium of Rs.5,00,000/- which is not refundable

2 Mr. Piyush D. Shah (Managing Director)

Rent Paid

Five years from 01.04.2018

Rent of Rs 1,09,396/- per month for providing Staff Accommodation for nine flats (Natraj Flats). Rent to be increased by 5% every year.

29-05-2018

Nil

3 Mr. Piyush D. Shah (Managing Director)

Rent Paid

Five years from 01.07.2018

Rent of Rs 40,112/- per month for providing Staff Accommodation for three flats. (Prestige Flats) Rent to be increased by 5% every year.

07-08-2018

Nil

4 Mrs. Chanda Agrawal (Non- Executive Director)

Interest on USL

Three years from 01.10.2021

Interest paid of Rs. 2,02,505/- on Unsecured Loan @8% p.a.

23-06-2020

Nil

5 Mr. Piyush D. Shah (Managing Director)

Interest on USL

Three years from 01.10.2021

Interest paid of Rs. 1,97,506/-on Unsecured Loan @8% p.a.

23-06-2020

Nil

6 Mrs. Shagun Mehra

Interest on USL

Three years from 01.01.2021

Interest paid of Rs. 8,94,332/- on Unsecured Loan @8% p.a.

23-06-2020

Nil

7 Mr. Satvik Agrawal

Interest on USL

Three years from 09.05.2022

Interest paid of Rs. 5,08,537/- on Unsecured Loan @8% p.a.

23-06-2020

Nil

8 Inter Corporate Deposit from M/s. Synergy Varieties Private Limited (SVPL) Formerly known as Synergy Stock Holdings Private Limited

Interest @ 9%

01.04.2020 to 31.03.2023

- Inter Corporate Deposits upto Rs.2 crores only - Interest paid of Rs. 15,96,298/- @ 9% per annum - Max. Period 3 years. -SVPL is a Promoter Group Company, Mr. Piyush Daudayal Shah, Mrs. Chanda Piyush Agrawal & Mr. Satvik Piyush Agrawal are Directors in SVPL.

09-02-2021

Nil

9 ICD from M/s. Synergy Commodities Private Limited (SCPL)

Interest @ 8.50% on ICD

Three year from 14.11.2022

Inter Corporate Deposits upto Rs.2 crores only - Interest paid of Rs. 4,91,277/- @ 8.50% p.a. - Max. Period 3 years. - -Mr. Satvik Agrawal, NED is Director of SCPL

14.11.2022 Nil

10 Global Gourmet Private Limited (GGPL)

Purchased Raw Material

-

Purchased Raw Material of Rs.3,55,692/- -Mr. Satvik Agrawal, NED is Director of GGPL

01-02-2022 Nil

11 Global Gourmet Private Limited(GGPL)

Room Sale

-

Room Sale of Rs. 5,59,450/- -Mr. Satvik Agrawal, NED is Director of GGPL

01-02-2022 Nil

12 Nand Hospitalities Pvt. Ltd. (NHPL)

Purchased Raw Material

-

Purchased Raw Material of Rs. 17,920/- -Mr. Munish Shah, Director of NHPL is a brother of Mr. Piyush D. Shah Managing Director of the Company.

09-08-2022 Nil

PRACTICING COMPANY SECRETARY CERTIFICATE FOR COMPLIANCE OF CORPORATE GOVERNANCE

(Pursuant to Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To,

The Members,

Jindal Hotels Limited

We have examined the compliance of conditions of Corporate Governance by Jindal Hotels Limited (the "Company") for the year ended 31st March, 2023 as prescribed in Regulations 17 to 27, Clauses (b) to (i) of Sub-Regulation (2) of Regulation 46 and Para C & D of Schedule V to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR").

We state that the compliance of conditions of corporate governance is the responsibility of the management, and our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion, and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the aforesaid provisions of LODR.

We further state that such compliance is neither an assurance as to the further viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Ranjit & Associates

Company Secretary

Ranjit Kumar Singh Practicing Company Secretary Proprietor ICSI Unique Code No.: S2020GJ761200 Peer review Certificate No.: 2701/2022 Place: Vadodara FCS No.:12564 C. P. No.: 23646 Date: 08.08.2023 UDIN: F012564E000762181