kamat hotels india ltd Directors report

Dear Members,

Your Directors are pleased to present the 36^th Annual Report together with the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended 31^st March 2023.

FINANCIAL SUMMARY:

The financial summary for the year under review is as below:

(Rs. in lakhs)

Particulars	Standalone
	Year ended 31st March, 2023	Year ended 31st March, 2022
Total Income	23,089.12	10,879.27
Less: Interest and Finance Charges (net)	1,921.24	4,752.76
Less: Depreciation and Amortisation	1,008.40	1,003.33
Profit / (Loss) Before Exceptional Item and Tax	6,704.70	(2,970.16)
Add/(Less): Exceptional Item - Income / (expenses) (Net)	19,812.01	-
Profit Before Tax	26,516.71	(2,970.16)
Add: Deferred Tax (credit)	335.99	(735.76)
Other Comprehensive Income	19.21	18.69
Total Comprehensive Income	26,199.93	(2,215.71)
Basic & diluted earnings per share (in Rs.)	110.71	(9.47)

PERFORMANCE REVIEW:

The average occupancy of the hotels of the Company i.e. ‘The Orchid, Mumbai, was around 82% and VITS Mumbai was around 85%. The Average Room Rate during the year under review, was at Rs.6,992/- at The Orchid, Mumbai as compared to Rs. 3,903/- in the previous year and at Rs.5,718/- at VITS, Mumbai as compared to Rs. 2,958/- in the previous year.

STANDALONE FINANCIAL PERFORMANCE:

The total revenue from operations of the Company for the year was recorded at Rs. 22,359.54/- lakhs (of which the turnover of Rs. 12,152.69/- lakhs pertains to The Orchid, Mumbai, Rs. 2,048.32/- lakhs pertains to VITS Mumbai and Rs. 8,158.53/- lakhs pertains to other units) as against Rs. 10,818.68/- lakhs in the previous year, an increase of around 106.67% over the last year. The Companys profit after tax is Rs. 26,180.72/- lakhs as compared to Loss of Rs. 2,234.40/- 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 the Business Contract Agreement for operations of Mahodadhi Palace Puri continued.

The Company made significant strides by entering into Lease agreements and MOU for the Management and Operations of Hotels situated at four prominent locations - Bhavnagar, Dehradun, Jamnagar and Aurangabad. These strategic arrangements allowed Company to expand its portfolio in the hospitality industry and tap into the potential of these diverse markets. The lease agreements granted the Company the right to use and operate the hotels enabling to a broader customer base.

DIVIDEND:

In order to prioritize debt reduction and fortify the Companys financial stability your Directors do not recommend any Dividend for the F.Y. 2022-23.

TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserve for the financial year ended 31⁵¹ March 2023.

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.

ANNUAL RETURN:

As provided under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the annual return in Form MGT-7 is available on the website of the Company at https://www.khil.com/annual-reports/annual-reports.html

SHARE CAPITAL:

As on 31^st March 2023, the Authorised Share Capital of the Company stood at Rs. 3,425 lakhs (excluding forfeited share capital) divided into 3,42,50,000 equity shares of Rs. 10/- each.

During the year under review, pursuant to special resolution passed by the Members at their Extra Ordinary General Meeting held on 06^th January 2023, the Executive Committee of the Board on 23^rd February 2023 issued and allotted 58,96,014 convertible warrants (“warrants”) each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company having face value of Rs.10/- (Rupees Ten Only) each at a price of Rs. 97 (Rupees Ninety-Seven) each payable in cash (“Warrant Issue Price”), aggregating to Rs. 57,19,13,358 (Rupees Fifty-Seven Crore Nineteen Lakhs Thirteen Thousand Three Hundred and Fifty-Eight Only) (“Total Issue Size”) on preferential basis to persons / entity listed below:

Sr. No. Names of the allottees	Nos. of Warrants Allotted
A. Promoter and Promoter Group
Dr. Vithal V. Kamat	5,89,602
Mr. Vishal V. Kamat	5,89,601
Mrs. Vidhya V. Kamat	5,89,601
Plaza Hotels Private Limited	11,79,203
B. Others (Non - Promoter)
Purple Clover Tree LLP	9,82,669
Alpha Alternatives Holdings Private Limited	9,82,669
Alpha Alternatives Structured Credit Opportunities Fund	9,82,669
Total	58,96,014

The above warrants were issued upon receipt of Rs. 24.25 (Rupees Twenty-Four and Twenty-Five Paise Only) for each Warrant, which is equivalent to 25% (twenty-five per cent) of the Warrant Issue Price entitling the Warrant Holder(s) to apply for and get allotted one Equity Share of the Company against every Warrant held, in one or more tranches within a maximum period of 18 (eighteen) months from the date of allotment of Warrants, on payment of balance Rs. 72.75 (Rupees Seventy-Two and Seventy-Five Paise only) which is equivalent to remaining 75% (Seventy- five per cent) of the Warrant Issue Price.

Out of the above certain promoter / promoter group exercised the option of conversion of warrants into Equity Shares upon the payment of balance 75% of the warrant issue price i.e. Rs. 72.75 and accordingly, the Executive Committee of the Board on 10^th March 2023 considered and approved the conversion and allotment of 10,68,805 warrants into 10,68,805 Equity Share having face value of Rs. 10/- each aggregating to Rs. 10,36,74,085/- (Rupees Ten Crores Thirty-Six Lakhs Seventy-Four Thousand and Eighty-Five) to the persons/ entities belonging to promoter / promoter group mentioned in the below table:

Names of Allottee(s)	Nos. of Warrants Allotted	Nos. of Warrants held before conversion	Nos. of Warrants applied for conversion	Warrant exercise price received @ Rs. 72.75 per Warrant	No. of equity shares allotted, upon conversion/ exchange of Warrants
Promoters/Promoter Group
Dr. Vithal V. Kamat	5,89,602	5,89,602	5,89,602	4,28,93,545.50/-	5,89,602
Plaza Hotels Private Limited	11,79,203	11,79,203	4,79,203	3,48,62,018.25/-	4,79,203

Consequently, the issued and paid-up capital of the Company stands increased to Rs 24,65,28,630/- consisting of 2,46,52,863 equity shares of Rs. 10/- each. Further, there was no deviation in the use of the proceeds from the objects stated in the explanatory statement of the Notice dated 14^th December 2022.

DEBENTURES

During the year under review, your Company on 25^th January 2023 allotted 29,750 "14% Rated Listed Secured Redeemable Non-Convertible Debentures" (NCDs) having face value of Rs. 100,000/- each (Rupees One Lakh) aggregating to Rs. 297.50/- Crores (Rupees Two hundred Ninety-Seven Crores and Fifty Lakhs) through Private Placement. The said NCDs are listed on debt segment of National Stock Exchange of India Limited w.e.f. 27^th January 2023. These NCDs were issued so as to repay the existing indebtedness of the Company and its Subsidiaries. The Maturity date of the NCDs is 24^th January 2027. There was no deviation in the use of the proceeds from the objects stated in the Placement Information Memorandum.

CREDIT RATING:

During the year under review, your Company obtained credit rating for its aforesaid debentures from Acuite Ratings and Research Limited (rating agency). The rating agency assigned “ACUITE C” to the NCDs vide their letter dated 24^th January 2023.

RECLASSIFICATION OF CERTAIN PROMOTER / PROMOTER GROUP TO PUBLIC CATEGORY:

During the under review, pursuant to regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to approval received from Members by passing ordinary resolution through postal ballot approval dated 03^rd February 2023 and pursuant to approval received from National Stock Exchange of India Limited and BSE Limited vide their letter dated June 26, 2023 respectively, Mr. Vikram V. Kamat and M/S. Kamats Holiday Resorts (Silvasa) Limited were reclassified from Promoter / Promoter group category to Public.

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 year and 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 VENTURE COMPANIES 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 statements 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 31^st March 2023, the Company has the following Subsidiaries and Joint Venture Companies:

SUBSIDIARY COMPANIES:

1. Orchid Hotels Pune Private Limited

2. Mahodadhi Palace Private Limited

3. Kamats Restaurants (India) Private Limited

4. Fort Jadhavgadh Hotels Private Limited

5. Orchid Hotels Eastern (I) Private Limited

JOINT VENTURE COMPANY:

1. 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.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on the date of this report, the Company has 12 (Twelve) Directors out of which 2(Two) are Executive Directors, 2 (two) are Non-Executive Directors, 2 (two) are Nominee Directors and 6 (Six) Independent Directors.

a. Directors retiring by rotation:

In accordance with the provisions of the Act and the Articles of Association of the Company Dr. Vithal V. Kamat (DIN: 00195341) and Mr. Sanjeev B. Rajgharia (DIN: 07857384), Directors of the Company, retire by rotation, at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment.

b. 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 Business Conduct & Ethics.

The Independent Directors of the Company have confirmed that they have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,2014 (as amended). The Independent Directors of the Company possess the requisite experience and they have successfully qualified the online proficiency self-assessment test conducted by The Indian Institute of Corporate Affairs (IICA) for Independent Directors Data Bank except Mr. Tej Mayur Contractor, Mr. Apurva S. Muthalia and Mr. Ajit Naik. Mr. Ramnath P. Sarang was appointed as Independent Director at the Annual General Meeting held on 19^th September 2019 for a period of Five years commencing from 27^th May 2019 to 26^th May 2024. The term of Mr. Sarang is coming to an end on 26^th May 2024. The Board of Directors at their meeting held on 11^th August, 2023 has reappointed him for second term for a further period of five years on recommendation of Nomination and Remuneration committee and on 11th August, 2023 Mr. Sanjeev B. Rajgarhia appointed as Independent Director w.e.f 1st October, 2023.

The Board of Directors based on the performance evaluation of Independent Directors and as per the recommendation of the Nomination and Remuneration Committee considers that, given the background, experience and contribution made by Mr. Sarang during his tenure, his continued association would be beneficial to the Company and it is desirable to continue to avail his services as Independent Director for second term. Accordingly, it is proposed to re-appoint him as Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years on the Board of the Company.

His reappointment for a further period of Five years commencing from 27^th May 2024 is subject to approval of shareholders at the ensuing Annual General Meeting. Accordingly, a resolution proposing his re-appointment forms part of the notice of the ensuing Annual General Meeting.

All the relevant details with regard to his re-appointment as Independent Director forms part of explanatory statement to the notice.

c. Woman Director:

In terms of the provisions of Section 149(1) 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.

d. Non-Executive Directors:

Your Company has an optimum combination of Executive and Non- Executive Directors on Board. As stipulated under Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, half of the Board Comprises of Independent Directors. (Mr. Sanjeev B. Rajgarhia and Ms. Vidita V. Kamat are the Non-Executive Directors, Mr. Kaushal Kamal Kishore Biyani and Mr. Hrishikesh B. Parandekar, are lenders Nominee Directors and other six directors are Independent Directors of the Company.

e. Key Management Personnel (KMP):

During the year under review, Mr. Hemal Sagalia resigned from the post of Company Secretary and Compliance Officer of the Company with effect from 10^th March, 2023 of the Company. The Compliances and filings related to the resignation of Company Secretary were fulfilled in accordance with the provisions of the Companies Act, 2013.

As on the date of this report Dr. Vithal V. Kamat, Executive Chairman and Managing Director and Ms. Smita Nanda, Chief Financial Officer 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.

f. Appointments:

The Board of Directors at its meeting held on 27^th May 2023 appointed the following directors:

Sr. No. Name	Designation
1. Mr. Vishal Kamat	Executive Director
2. Mr. Ajit Naik	Independent Director
3. Mr. Apurva Muthalia	Independent Director
4. Mr. Tej Mayur Contractor	Independent Director
5. Mr. Kaushal Kamalkishore Biyani	Lenders Nominee Director
6. Mr. Hrishikesh Bhalchandra Parandekar	Lenders Nominee Director

The regularization of the Executive director and Independent Directors was approved by the Members by postal ballot dated 27^th July 2023

NUMBER OF MEETINGS OF THE BOARD:

During the year under review, 6(Six) 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.

AUDIT COMMITTEE:

The composition of the Audit Committee as required to be disclosed under Section 177(8) of the Companies Act, 2013 including the terms of reference and the details of the Meetings along with the attendance of the Committee Members thereof is furnished in the 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.

NOMINATION AND REMUNERATION COMMITTEE:

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, positive attributes, independence of directors and policy on Board diversity was formulated by the Nomination and Remuneration Committee and has been adopted by the Board of Directors. The said the 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.

The composition of the Committee including the terms of reference and the details of the Meetings along with the attendance of the Committee Members thereof is furnished in the Corporate Governance report which forms part of this Annual Report.

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 year under review are set out in “Annexure A" 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.

The details of the Committee including the terms of reference, composition and attendance of the Members thereof is furnished in the Corporate Governance report which forms part of this annual report.

MEETING OF INDEPENDENT DIRECTORS:

The Meeting of Independent Directors was conducted to enable the Independent Directors to discuss matters pertaining to inter alia review of the 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 the independent Directors for the financial year under review was held on 28^th March 2023.

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

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors state that:

1. In the preparation of the annual accounts for the year ended 31⁵¹ March 2023, 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;

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 2023 and of the profit 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 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;

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.

SECRETARIAL STANDARDS:

Your Directors confirm that the Company is in compliance with applicable secretarial standards issued by Institute of Company Secretaries of India.

STATUTORY AUDITORS:

M/s. N. A. Shah Associates LLP, Chartered Accountants, Mumbai were re-appointed as Statutory Auditors of your Company at the Annual General Meeting held on 28^th September, 2022 for a term of five years.

Further, there is no qualification, adverse remark or observation in their audit report.

No instance of fraud was reported by the Auditors during the year.

The Company has received Eligibility certificate letter from M/s. N. A. Shah Associates LLP, Chartered Accountants, Mumbai, to the effect that their appointment, is within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment.

SECRETARIAL AUDIT:

In terms of the provisions 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. DM & Associates Company Secretaries LLP, Practicing Company Secretaries, to conduct the Secretarial Audit for the financial year ended 31^st March 2023. The Secretarial Audit Report for the Financial Year ended 31^st March 2023 issued by M/s. DM & Associates Company Secretaries LLP, Practicing Company Secretaries is annexed herewith marked as “Annexure B" to this Annual Report. The observation / adverse remark contained in the Audit report is self-explanatory and no further managements clarification is required.

COST AUDIT:

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

EMPLOYEE REMUNERATION: [DETAILS AS PER SECTION 197(12) READ WITH RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) 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 C"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.

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 as annexed at “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 at “Annexure E". The requisite Certificate from M/s. DM & Associates Company Secretaries LLP, Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

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 persons who use Vigil Mechanism and also makes provision for direct access to the Chairman of the Audit Committee.

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.

RISK MANAGEMENT:

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

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.

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.

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:

(Rs. In lakhs)

Particulars	Opening Balances	Movement during the year	Closing Balance
Loans Given	-	21,704.00	21,704.00
Guarantee Given/ Security Provided	22,523.50	(22,523.50)	NIL
Investment Made	28.33	5,001.19	5,029.53*

‘Movement in the year represents Fair value adjustment and reversal of impairment of investments in subsidiary

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.

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 its own performance, its Committees, and that of its Individual Directors.

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.

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. 843.75 lakhs (Previous Year Rs. 337.27 Lakhs) Utilization (including import of capital goods): Rs. 527.03 lakhs (Previous Year Rs. 261.43 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 and fulfill the objectives 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 and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year	Number of shareholders who approached the issuer for transfer of shares from the Unclaimed Suspense Account during the year	Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during the year	Aggregate number of shareholders and the outstanding shares lying in 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.

DISCLOSURE UNDER 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 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.

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 : 30th August, 2023	Executive Chairman and Managing Director