Kamat Hotels (India) Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the 34th Annual Report together with the Audited Financial Statements (Standalone and Consolidated) of the

Company for the financial year ended 31 st March, 2021.

FINANCIAL SUMMARY: below: Thefinancial summaryforthe year underreviewis as

Particulars Standalone
Year ended 31st March, 2021 Year ended 31st March, 2020
Total Income 5,262.75 17,958.92
Profit Before Interest, Depreciation &Taxation 803.70 5,712.31
Less: Interest and Finance Charges (net) 3,890.77 3,436.40
Less: Depreciation and Amortisation 1,000.86 1,051.70
Profit / (Loss) Before Exceptional Item and Tax (4,087.93) 1,224.21
Add/(Less): Exceptional Item Income / (expenses) (Net) 373.17 2,369.28
Profit Before Tax (3,714.76) 3,593.49
Less: Current tax - 297.75
Add: Deferred Tax (credit) (957.56) (273.85)
(Loss) Profit After Tax (2,757.20) 3,569.59
Other Comprehensive Income 34.15 9.50
Total Comprehensive Income (2,723.05) 3,579.09
Basic & diluted earnings per share (in Rs.) (11.69) 15.14

PERFORMANCE REVIEW:

The average occupancy of hotels of the Company i.e. ‘The Orchid, Mumbai, was around 27 % and VITS Mumbai was around 48 %. The Average Room Rate during the year under review, was at Rs. 3,145 at The Orchid, Mumbai as compared to Rs. 5,950 in the previous year and at Rs. 2,501 at VITS, Mumbai as compared to Rs. 4,477 in the previous year.

STANDALONE:

The total revenue from operations of the Company for the year was recorded at Rs. 5,162.26 lakhs (of which the turnover of Rs. 1,855.37 lakhs pertains to The Orchid, Mumbai, Rs. 1,016.51 lakhs pertains to VITS Mumbai and Rs. 2,290.38 lakhs pertains to other units) as against Rs. 17,868.93 lakhs in the previous year, a decrease of around 71.11% over the last year. The Companys loss after tax is Rs. 2,757.20 lakhs as compared to profit of Rs. 3,569.59 lakhs of previous year (excluding other comprehensive income).

MANAGEMENT/ FRANCHISEE / CONTRACTS/OTHERS:

During the year under review, the agreements entered for Management of The Orchid Hotel Pune and VITS Bhubaneswar continued. Also the arrangement under Business Contract Agreement for operation of Mahodadhi Palace Puri continued. During the year under Review, company had accorded its consent to enter into Loyalty and Service agreement with Orchid Loyalty Private Limited to increase revenue of its Units/Hotels.

DIVIDEND:

In view of the prolonged lockdown and consequent travel restrictions to avoid spread of COVID-19 pandemic imposed by the Government of India as well other countries globally almost all business segments were severely impacted. In these unforeseen and uncertain times, it is difficult to predict when business conditions will normalise. Therefore, in view of losses in current year and in order to conserve cash and ensure/liquidity for the operations for the Financial Year 2020-21, the Board of Directors decided not to recommend any dividend to the shareholders for the financial year 2020-21.

TRANSFER TO RESERVES:

Due to losses in FY 2020-21, no amount has been transferred to Reserves.

SHARE CAPITAL:

There was no change in the share capital of the Company during the year. As on 31st March, 2021, the Authorised Share Capital of the Company stands at Rs. 3,425 lakhs (excluding forfeited share capital) divided into 3,42,50,000 equity shares of Rs. 10/- each whereas the issued, subscribed and paid up capital stood at Rs. 2,358.41 lakhs divided into 2,35,84,058 equity shares of Rs. 10/- each.

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial date of this report. There has been no change in the nature of business of the Company.

REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURECOMPANIES IN TERMS OF RULE 8(1) OF COMPANIES (ACCOUNTS) RULES, 2014:

In accordance with the provisions of the Companies ("the Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015("Listing Regulations") and Ind AS 110, the Audited Consolidated Financial Statement forms part of the Annual Report.

A copy of Audited Financial Statements of the Subsidiaries/Associates/Joint Ventures shall be made available for inspection at the Registered Office of the Company during business hours. Any shareholder interested in obtaining a copy of separate Financial Statement of the Subsidiaries/ Associates/Joint Ventures shall make specific request in writing to the Corporate Secretarial Department of the Company.

The Audited Financial Statements of the Subsidiaries/ Associates/Joint Ventures are also available on the website of the Company. In view of this,the Balance Sheet, Statement of Profit and Loss and other related documents of the Subsidiaries/ Associates/ Joint Ventures are not attached in this Annual Report. However, the statement containing the salient features which is required to be given in Form AOC -1 are provided with the Consolidated Financial Statement of the Company, hence not repeated for the sake of brevity. As on 31st March, 2021 the Company had the following Subsidiaries and a Joint venture Company:

SUBSIDIARY COMPANIES:

1. Orchid Hotels Pune Private Limited (OHPPL)

2. Mahodadhi Palace Private Limited (MPPL)

3. Kamats Restaurants (India) Private Limited (KRIPL)

4. Fort Jadhavgadh Hotels Private Limited (FJHPL)

5. Orchid Hotels Eastern (I) Private Limited (OHEIPL)

JOINT VENTURE COMPANY:

Ilex Developers and Resorts Limited

During the year, the Company had not sold or liquidated any of its Subsidiaries / Associates /Joint Ventures and no Subsidiaries/Associates/ Joint Ventures became/ ceased to be Subsidiaries/Associates/Joint Ventures of the Company and all Subsidiaries/Associates/Joint Ventures are operative.

NOTE ON FINANCIALS OF SUBSIDIARY (OHPPL): s In respect of subsidiary Company i.e. Orchid Hotels Pune Private Limited (OHPPL),(i) Vide agreement dated 24thDecember 2018,

International Asset Reconstruction Company Private Limited (IARC) purchased the loan from M/s Asset Reconstruction Company India Limited (ARCIL) [lender to whom loan was sold/assigned by ICICI Bank in earlier years] for an aggregate amount of Rs. 13,500.00 lakhs on cash basis which as per the legal advice received by the Company is not in compliance of the circulars / notifications issued by Reserve

Bank of India. Even otherwise, the said sale could not be termed either as sale or assignment as there existed non-compliance of mandatory provisions of law in order to effectuate such a transactions in compliance with the provisions of law. s As per the books of the company, total outstanding towards this loan is Rs. 18,833.99 lakhs (including interest liability accounted in books upto 30th September, 2013). The interest amount from 1stOctober, 2013 till 31st March, 2021 has not been provided in book nor has the same been quantified. Non provision of interest is not in compliance with the accounting treatment as prescribed under Ind. AS 23 Borrowing Cost. s As per the legal opinion obtained by the management of OHPPL and in accordance with the settlement arrangement between Company, subsidiary and IARC, the liability shown in financial statement of the subsidiary as well as loan and guarantees in the financial statement of the Company (i.e. Guarantors) would get extinguished. Further, the Company has agreed to transfer 100% equity shares of the subsidiary company (OHPPL) to IARC for a consideration of Rs. 1/- and in turn thereof IARC shall release all the corporate and personal guarantees unconditionally. The other terms/conditions and obligation as agreed between the parties along with the extinguishment as mentioned above will be accounted when the definitive agreement is executed. IARC has replied to the Company, in principle agreeing to the terms of the settlement and also suggested that modalities for achieving this are being worked out. Accordingly, as per the Company no further liability is required to be accounted now.

The statutory auditors have continued to comment on this matter in their report on the financial results for the quarter and twelve months ended

31st March, 2021 in line with their earlier reports.

SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on the date of this report, the Company has 6(Six) Directors including 3(Three) Executive and 3(Three) Independent Directors. a. Appointment/Resignation from the Board of Directors:

During the year under review, Mr. Dinkar D. Jadhav left for his heavenly abode on 19th February, 2021. Mr. Vilas Ramchandra Koranne was appointed as a Non-Executive Independent Director (Additional Director) on the Board of the Company w.e.f. 29th June, 2021 based on the recommendation of Nomination and Remuneration Committee to hold office upto the ensuing Annual General Meeting of the Company.

Accordingly approval of the Members is sought for regularization of Mr. Vilas Ramchandra Koranne as Independent Director of the Company for a term of 5 years.

During the year under review, Ms. Vidita V. Kamat was appointed as an Additional Director on the Board of the Company w.e.f.

29th September, 2020, the term of Ms. Vidita V. Kamat as an Additional Director expires at the ensuing Annual General Meeting. Accordingly approval of the Members is sought for regularization of Ms. Vidita V. Kamat as Director of the Company.

b. Directors retiring by rotation: In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Sanjeev B. Rajgarhia (DIN 07857384),

Director of the Company, retire by rotation, at the ensuing Annual General Meeting, and being eligible, offers himself for re-

c. Declaration by Independent Directors:

The Company has received necessary declaration from each of the Independent Directors, under Section 149(7) of the Companies Act,

2013, that he / she meets the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Act and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. There has been no change in the circumstances affecting their status as Independent Directors of the Company. The Independent Directors have also confirmed that they have complied with the Companys Code of

d. Woman Director: In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has complied with the requirement of having at least one Independent Woman Director. on the Board of the Company.

e. Non-Executive Directors: Dr. Vithal V. Kamat, Executive Chairman and Managing Director, Mr. Sanjeev Badriprasad Rajgarhia and Ms. Vidita V. Kamat are the Non-Executive Directors of the Company. Others are Independent Directors of the Company.

f. Key Management Personnel (KMP): During the year under review, Ms. Shruti Shrivastav and Ms. Ruchta Shah resigned from the post of Company Secretary w.e.f. 15th December, 2020 and 13th May, 2021 respectively. Thereafter Mr. Hemal Sagalia has been appointed as Company Secretary and Compliance Officer and

Key Managerial Personnel of the Companyw.e.f. 29th June, 2021

As on date Ms.Smita Nanda, Chief Financial Officer and Mr. Hemal Sagalia, Company Secretary are the Key Managerial Personnel of the Company in accordance with the provisions of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules-2014, beside Dr. Vithal Kamat.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS:

The Company constantly endeavors to familiarize its Independent Directors on the functioning of the Company, so that they are aware of the functions of the Company and their expertise can be utilized for the betterment of the Company. In this view the Company has conducted Familiarization Programmes to familiarize the Independent Directors of the Company. Details of the same are disclosed on the website of the Company and the web link of the same is http://www.khil.com/investors/policies.html.

EXTRACT OF ANNUAL RETURN:

As provided under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the extract of annual return in Form MGT-9 is available on the website of the Company at https://www.khil.com/annual-reports/annual-reports.html

NUMBER OF MEETINGS OF THE BOARD:

During the financial year under review, 7(Seven) meetings of the Board of Directors were held.

The intervening gap between two Board meetings was not more than 120 days. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors state that:

1. In the preparation of the annual accounts for the year ended 31stMarch 2021, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and that there are no material departures from the same. Also read "note on

Financial of subsidiary" (OHPPL) on Page No. 13.

2. 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 as at 31 st March, 2021 and of the profit or losses of the Company for the financial year ended on that date;

3. They have taken proper and sufficient care for the maintenance of adequate accounting

Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis;

5. The Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

NOMINATION AND REMUNERATION POLICY:

In terms of Section 178 (3) of the Companies Act, 2013, and Listing Regulations, a policy on Nomination and Remuneration of Directors and

Senior Management Employees including, inter alia, criteria for determining qualifications, policy on Board diversity was formulated by the Nomination and Remuneration Committee and has been adopted by the Board of Directors. The said policy is also made available on the website of the Company www.khil.com and its web link is http://www.khil.com/investors/policies.html.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Particulars of loans given, guarantees given, Investments made and securities provided by the Company under Section 186 of the Companies Act, 2013 are given as under:

Particulars Opening Balances Movement during the year Closing Balance
Loans Given - - -
Guarantee Given/ Security Provided 22,514.00 - 22,514.00
Investment Made 23.13 5.81* 28.94
*Movement in the year represents Fair value adjustment

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party

Transactions which is available on Companys website at www.khil.com/policies. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties. All transactions entered by the Company with Related Parties were in ordinary course of business and at arms length basis.

The Audit Committee has granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and Board of Directors.

During the year, the Company has not entered into any contract, arrangement or transaction with Related Parties that could be considered material in accordance with the Related Party Transaction Policy of the Company.

Suitable disclosure as required under Ind-AS-24 has been made in Notes to the Financial Statements.

STATEMENT OF ANNUAL PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

The Company has established the procedure for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-executive Directors and Executive Directors. The performance evaluation process inter-alia considers attendance of Directors at Board and Committee Meetings, acquaintance with business, communication inter se board members, effective participation, domain knowledge, and compliance with code of conduct, vision and strategy.

The Board carried out an annual performance evaluation of the Board, Committee, Individual Directors and the Chairperson. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on evaluation report received from respective Committees.

The report on performance evaluation of the individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

MEETING OF INDEPENDENT DIRECTORS:

The Meeting of Independent Directors was conducted in an informal and flexible manner to enable the Independent Directors to discuss matters pertaining to inter alia review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Executive Chairman of the Company (taking into account the views of the Executive and Non- Executive Directors), review the performance of the Company, assess the quality, quantity and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

The meeting of Independent Directors for the Financial Year under review was held on 24th March, 2021.

The Chairman of the meeting of Independent Directors apprises the Chairman of the Company regarding the views/concerns, if any, of Independent

Directors.

VIGIL MECHANISM:

The Company has established a Vigil Mechanism for Directors and employees to report genuine concerns. The Vigil Mechanism enable the Directors, employees and all stakeholders of the Company to report genuine concerns and provides for adequate safeguards against victimization of person who use Vigil Mechanism and also makes provision for direct access to the Chairman of the Audit Committee. The functioning of the Vigil mechanism is reviewed by the Audit Committee from time to time.

None of the whistle blowers have been denied access to the Audit Committee of the Board. The detail of Vigil Mechanism is put on the Companys website and can be accessed at www.khil.com and its web link is http://www.khil.com/investors/policies.html.

AUDIT COMMITTEE:

The composition of the Audit Committee as required to be disclosed under Section 177(8) of the Companies Act, 2013 is given in Corporate Governance report which forms part of this Annual Report. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

RISK MANAGEMENT:

Your Company has a well defined Risk Management framework, which is designed to enable risk to be identified, assessed

A quarterly review report on compliance with Risk Management framework of the Company is placed before the Audit Committee of the Company.

During the year under review, no risk threatening the existence of the Company was identified.

The Company has reported the Pandemic caused by the Covid-19 as governed under the Companies Act, 2013.

DISCLOSURE OF PECUNIARY RELATIONSHIP:

During the year, there was no pecuniary relationship or transactions between non-executive directors and the company. No payment, except sitting fees, was given to non-executive directors of the Company. No convertible instruments are held by any of the non-executive directors.

DETAILS OF SHARES ISSUED WITH DIFFERENTIAL VOTING RIGHTS AND SWEAT EQUITIES:

During the year under review, the company has not issued any shares with differential voting rights as to dividend, voting or otherwise and sweat equity shares.

EMPLOYEE STOCK OPTION SCHEME:

During the year under review, no option was granted or vested to any employee or Directors of the Company.

PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES:

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustee for the benefit of employees.

DEPOSITS:

The Company did not accept any deposits within the meaning of Section 73 of the Companies Act, 2013 and Rules made there under at the beginning of the year. During the year under review, the Company has neither invited nor accepted any deposit under Section 73 of the Companies Act, 2013 and the rules made there under and no deposit was remaining unpaid or unclaimed as at the end of the year.

COST AUDIT:

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

SECRETARIAL AUDIT:

In terms of the provision of the Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, the Board had appointed M/s. V. V. Chakradeo & Co., Practicing Company Secretaries, to conduct the Secretarial Audit for the financial year ended 31st March, 2021. The Secretarial Audit Report for the Financial Year ended 31st March, 2021 issued by M/s. V. V. Chakradeo & Co., Practicing Company Secretaries is annexed herewith marked as "Annexure A" to this Annual Report.

EMPLOYEE REMUNERATION: [DETAILS AS PER SECTION 197(12) READ WITH RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES, 2014]:

Disclosures relating to remuneration of Directors, Key Managerial Personnel (KMPs) and employees 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 are given in "Annexure B" to this

Report. During the year under review, there were no employees falling under the criteria specified under section 197(12) of the Companies Act,

2013 and rule 5(2) of the of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. However, other information as required under said rule may be obtained by the members by writing to the Company Secretary of your Company and the same be furnished on request and is also made available on the Companys website i.e.www.khil.com.

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

Conservation of Energy:

The Company continued energy conservation efforts during the year. It has closely monitored power consumption and running hours on day to day basis, thus resulting in optimum utilization of energy. The hotels are fitted with energy saving devices to conserve energy in the long run.

a) Technology Absorption:

(i) the efforts made towards technology absorption: The activities of the Company at present do not involve technology absorption and research and development.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution; N.A.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

a) the details of technology imported; N.A.

b) the year of import; N.A.

c) whether the technology been fully absorbed; N.A.

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; N.A. and

e) the expenditure incurred on Research and Development. N.A.

The activities of the Company at present do not involve technology absorption and research and development.

f) Foreign exchange earnings and outgo:

Earnings: Rs. 174.05 lakhs (Previous Year Rs. 1,745.60 Lakhs) Utilization (including import of capital goods): Rs. 7.13 lakhs (Previous Year Rs. 13.95 Lakhs)

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year under review, no significant or material orders were by passed by the regulators or courts or tribunals which had an impact on the going concern status of the company and its operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

Your Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations. The Company has laid down standards, processes and structures which enable implementation of internal financial control across the organization and ensure that the same are adequate and operating effectively. Financial Controls are operative for all the business activities of the Company and no material weakness in the design or operation of any control was observed. During the year the internal financial controls as laid down are adequate and were operating effectively.

Furthermore, in accordance with Section 149(8), read with the Code for Independent Directors laid down under Schedule IV, Clause II (4) of the Companies Act, 2013, the Independent Directors have satisfied themselves on the integrity of financial information and have ensured that

Financial Controls and systems are robust and secure.

The Board has empowered the Audit Committee to periodically review and confirm that the mechanism remains effective for which they have been created.

DISCLOSURES RELATING TO UNCLAIMED SUSPENSE ACCOUNT AS PER REGULATION 34(3) READ WITH SCHEDULE V(F) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATION, 2015:

Aggregate number of shareholders Number of shareholders who

Number of shareholders to whom Aggregate number of shareholders

and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year approached the issuer for transfer of shares from the Unclaimed Suspense Account during the year shares were transferred Unclaimed Suspense during the year from the and the outstanding shares lying in Account the Unclaimed Suspense Account at the end of the year
One shareholder having 500 equity shares NIL NIL One shareholder having 500 equity shares

The voting rights on the shares in unclaimed suspense account shall remain frozen till the rightful owner of such shares claims the shares.

CORPORATE SOCIAL RESPONSIBILITY:

The Company understands the importance of the society in smooth functioning of the business. Thus, to acknowledge the constant support provided by the society, the Company involves itself in different corporate social responsibility activities.

Brief outline of Corporate Social Responsibility (CSR Policy of company and the initiatives undertaken by the Company on CSR activities during the under review are set out in "Annexure C" of this report in the format prescribed under the Companies (CSR Policy) Rules, 2014. The CSR Policy is available on the website of the Company.

The CSR committee on a continuous basis manifests the activities through which it can have positive impact on the society and be beneficial for larger good of the people.

NOMINATION AND REMUNERATION POLICY

Nomination and remuneration policy is available on the website of the company under the investors section.

MANAGEMENT DISCUSSION AND ANALYSIS:

Managements Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is given as "Annexure D".

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The Report of Corporate Governance as stipulated under the Listing Regulations is annexed as "Annexure E". The requisite Certificate from M/s. V. V. Chakradeo, Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

IMPLEMENTATION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has zero tolerance towards any action on the part of any employee which may fall under the ambit of ‘Sexual Harassment at workplace, and is fully committed to uphold and maintain the dignity of every woman employee in the Company. The Companys policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. All employees (permanent,contractual, temporary, trainees) are covered under this policy. During the year no complaints pertaining to sexual harassment were received.

STATUTORY AUDITORS:

M/s. N. A. Shah Associates LLP, Chartered Accountants, Mumbai were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 22ndSeptember, 2017 for a termoffive . consecutive years

EXPLANATION ON QUALIFICATION MADE BY STATUTORY AUDITORS / SECRETARIAL AUDITOR:

The Statutory Auditors Report on the Standalone Financial Statements and the Secretarial Auditors Report do not contain any qualification.

The Statutory Auditors, in their report on Consolidated Financial Statements for the year ended 31st March, 2021, have invited reference to Note

36.1 a) of notes to the financial statements and stated that, in their opinion, non-provision of interest on the secured loan taken by Companys

Subsidiary viz., Orchid Hotels Pune Private Limited (OHPPL) in its books from 1st October, 2013 till 31stMarch, 2021 is not in compliance with Ind AS 23 – Borrowing Cost. Your Directors are of the view that no provision for interest is required to be made in the books of accounts for the reasons detailed in Note 56.2 of thenotes explanatory thefinancial statements, which are self- .

EMPLOYEE RELATIONS:

The Management realizes the role and importance of its employees for growth of the business. Therefore, the Company continuously strives to maintain cordial relationship with its employees. They are also given opportunities to rise and have impact on the working of the Company.

ACKNOWLEDGEMENTS:

The Directors place on record their appreciation for the sincere and whole hearted co-operation extended by all concerned, particularly Companys Bankers, Financial Institutions, Asset Reconstruction Companies, Security Trustees, Stock Exchanges, Department of Tourism, Municipal authorities, the Government of Maharashtra, Goa and Odisha, the Central Government, Suppliers, Clientele and the employees of the Company and look forward to their continued support. The Directors also thank the shareholders for continuing their support and confidence in the Company and its management.

For and on behalf of Board of Directors
KAMAT HOTELS (INDIA) LIMITED
Dr. Vithal V. Kamat
Place : Mumbai (DIN 00195341)
Date : 29th June, 2021 Executive Chairman and Managing Director