Lemon Tree Hotels Ltd Directors Report.

TO

THE MEMBERS OF LEMON TREE HOTELS LIMITED

Your Directors have pleasure in presenting the Twenty Seventh Annual Report of the Company together with audited Financial Statements for the Financial Year ended March 31, 2019.

FINANCIAL RESULTS AND OPERATIONS

The financial performance on the basis of Standalone & Consolidated Financial Statements for the year ended March 31, 2019 is summarized below:

( र In lakhs)

Particulars Standalone Consolidated
As on March 31, 2019 As on March 31, 2018 As on March 31, 2019 As on March 31, 2018
Total Income 28,264.25 23,813.44 55,943.79 49,206.83
Profit before depreciation, Finance Costs, Tax and Exceptional items 10,035.25 7,508.83 17,869.67 14,398.13
Less: Depreciation 1,983.75 1,976.68 5,411.48 5,261.74
Less: Finance Costs 3,206.60 2,904.57 8011.11 7,360.71
Profit / (Loss) before Tax 4,844.90 2,627.58 4,526.74 1,833.19
Less:
Current Tax 1,004.79 413.33 1,384.77 627.59
Adjustment of tax relating to earlier periods - - -
Deferred Tax/MAT Credit entitlement (2,484.19) - (2,495.91) (249.76)
Profit / (Loss) after Tax 6,324.30 2,214.25 5,637.88 1,455.36
Add: Other Comprehensive Income net of taxes (17.72) 1.85 (8.73) (1.81)
Total Comprehensive Income 6,306.58 2,216.10 5,629.15 1,453.55
Less: Non - controlling Interest - - 352.00 34.47
Profits / (Loss) after Tax - - 5,277.15 1,419.08
Earning Per Equity Share of the face value of र 10 each
Basic 0.80 0.28 0.67 0.18
Diluted 0.80 0.28 0.67 0.18

Further, key financial and operational highlights of our Company are also provided in the management discussion and analysis report forming part of this Annual Report.

LISTING OF EQUITY SHARES

During the Financial Year under review, the Company completed the process of Initial Public Offer and the Companys equity shares got listed on the National Stock Exchange of India Limited (NSE) and BSE Limited(BSE) on April 9, 2018.

CAPITAL STRUCTURE

Authorised Share Capital

The Authorised Share Capital of the Company is र 10,02,89,00,000 divided into 1,00,14,40,000 Equity Shares of र 10 each and 1,45,000 5% Cumulative Redeemable Preference Shares of र 100 each.

Paid-up Share Capital

During the financial year under review, the Issued and Paid up Share Capital of the Company was increased to र 7,92,24,64,640/- divided into 79,22,46,464 equity shares of face value of र 10/- per share pursuant to allotment of 58,33,781 Equity Shares to Employees Krizm Hotels Private

Limited Employees Welfare Trust who has exercised the right on behalf of the employees in terms of ESOP Scheme after seeking necessary approval from BSE and NSE.

OPERATIONAL HOTELS AND UPCOMING PROJECTS

Lemon Tree Hotels Limited is a Company engaged in hotel business and there has been no change in the nature of its business during the year under review.

The details of operational hotels and upcoming projects are given in the "Corporate Overview" Section of the Annual Report 2018-19.

AWARDS AND RECOGNITION

During the year under review, the Company has received following key awards and recognition as detailed herein below:

Investing in People Award during Tourism For Tomorrow Awards 2019 organized by World Travel & Tourism Council in Seville, Spain. Green Champion Award 2018 under the category

‘Organization Leading the Green Building Movement in India (Commercial) during 5th Green Champion Award 2018 organized by IBGC (a part of CII formed in 2001)

Best 3 Star Hotel Award Category during National Tourism Award 2016-17

Amity Corporate Excellence Awards for Best CSR Practices, 2019 by Amity School of Science and Technology

Amity Leadership Awards for Business Excellence by Leveraging IT, 2018 by Amity School of Science and Technology

Customer Loyalty Awards for the category of "Best Loyalty Program in Services Sector" 2018

26 hotels out of 41 operating hotels(over 1 year) awarded

TripAdvisors Certificate of Excellence 2018

1. Lemon Tree Premier Ahmedabad : Gurugram- Leisure Valley-1 & 2, City Center : Jaipur

2. Lemon Tree Hotel Baddi : Bangalore Electronics City : Bandhavgarh : Chandigarh : Chennai- Shimona : Dehradun : East Delhi : Goa- Candolim : Hyderabad- Gachibowli : Indore : Katra : Pune : Muhamma (Kerala) : Manesar : Srinagar : Vadodara

3. Red Fox Hotel Bhiwadi : Chandigarh : East Delhi : Jaipur : Trichy

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMPS)

The details of the Directors & KMPs [as per Companies Act, 2013 ("Act")] of the Company are given herein below:

S. No. Name of Directors/ KMPs Designation
1 Mr. Patanjali Govind Keswani Chairman & Managing Director
2 Mr. Rattan Keswani Deputy Managing Director
3 Mr. Anish Kumar Saraf* Director
4 Mr. Willem Albertus Hazeleger Director
5 Mr. Ravi Kant Jaipuria Director
6 Mr. Gopal Sitaram Jiwarajka** Independent Director
7 Mr. Ashish Kumar Guha Independent Director
8 Mr. Arvind Singhania Independent Director
9 Mr. Paramartha Saikia Independent Director
10 Ms. Freyan Jamshed Desai Independent Director
11 Mr. Pradeep Mathur Independent Director
12 Dr. Arindam Kumar Bhattacharya*** Independent Director
13 Mr. Aditya Madhav Keswani Director
14 Mr. Kapil Sharma Chief Financial Officer
15 Mr. Nikhil Sethi Group Company Secretary & GM Legal

 

* Appointed as Additional Director w.e.f August 13, 2018
** Resigned from the Board and its committee w.e.f April 1, 2019
*** Appointed as Additional Independent Director w.e.f April 11, 2019

CHANGES IN BOARD OF DIRECTORS/KMPs Appointments

During the Financial Year under review, Mr. Anish Kumar Saraf has been appointed as Non-Executive Additional Director w.e.f August 13, 2018 and proposed to be appointed as a Director in the ensuing Annual General Meeting. A notice has been received from a Member of the Company proposing his candidature for being appointed as a Director of the Company. Further, Dr. Arindam Kumar Bhattacharya has been appointed as Additional Director in the capacity of Non-Executive Independent Director w.e.f April 11, 2019 and proposed to be appointed as a Independent Director in the ensuing Annual General Meeting for a term of 5(Five) years w.e.f April 11, 2019. A notice has been received from a Member of the Company proposing his candidature for being appointed as a Independent Director of the Company. Your Company has also received declaration from Dr. Arindam Kumar Bhattacharya that he meets the criteria of Independence as prescribed both under sub-section (6) of Section 149 of the Act and under the Securities Exchange Board of India(Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI (LODR) Regulations"). He further affirmed that he is not debarred from holding the office of an Independent Director by virtue of any SEBI Order or any other such Authority. In accordance with the Act and the Articles of Association of the Company, 2(Two) of your Directors, viz. Mr. Aditya Madhav Keswani & Mr. Willem Albertus Hazeleger retires by rotation, and being eligible, offers themselves for reappointment. Your approval for their re-appointment as Directors is being sought in the Notice convening the Annual General Meeting of the Company.

Resignations/Retirement/Cessation

During the Financial Year under review, Mr. Niten Malhan has resigned from the Board of the Company w.e.f. August 13, 2018.

Further, Mr. Gopal Sitaram Jiwarajka has also resigned from the Board and its committees w.e.f April 1, 2019 due to his preoccupation and confirmation has been provided by Mr. Gopal Sitaram Jiwarajka that there are no other material reason for resignation other than as disclosed above.

The Board wishes to place on record their sincere appreciation for the contributions made by the outgoing directors during their tenure on the Board.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given necessary declarations in terms of Section 149(7) of the Act and SEBI (LODR) Regulations that they meet the criteria of independence as laid down under Section 149(6) of the Act and SEBI (LODR) Regulations.

COMMITTEES OF THE BOARD

As on March 31, 2019, your Board has following mandatory Committees:

- Audit Committee;

- Nomination and Remuneration Committee;

- Corporate Social Responsibility Committee; and

- Stakeholders Relationship Committee

Further in terms of Regulation 21 of SEBI (LODR) Regulations, Risk Management Committee has been constituted by the Board of Directors in their meeting held on May 29, 2019. The details of the compositions, meetings held during the year and attendance of the Members and terms of reference of the above committees of the Board are provided in the Corporate Governance Report attached as ‘Annexure-5 to this Report.

Apart from the above-mentioned Committees, the details of the compositions, meetings held during the year and attendance of the Members of following committees are given in ‘Annexure-1 to this Report:

(a) Finance Committee;

(b) Share Allotment Committee;

(c) IPO Committee meeting (Dissolved w.e.f 13.08.2018); and

(d) General Management Committee

BOARD MEETINGS HELD DURING THE YEAR

During the Financial Year under review, your Board met 6 (Six) times and the details of the Board Meetings held indicating number of meetings attended by each Director is provided in the Corporate Governance Report attached as ‘Annexure-5 to this Report.

ANNUAL BOARD EVALUATION

To comply with the provisions of Section 134(3)(p) of the Act and rules made thereunder, Regulation 17(10) of SEBI (LODR) Regulations, the Board of Directors has carried out an annual evaluation of its own performance including its committees(wherein the concerned director being evaluated did not participate). The performance of the Board was evaluated by the Board after seeking inputs from the Directors on the basis of the criteria such as strategy, performance management, risk management, core governance & compliance, organizations health and talent management. Further, to comply with the Regulation 25(4) of SEBI(LODR) Regulations, Independent Director also evaluated the performance of Non-Independent Directors, Chairman and Board as a body at a seperate meeting of Independent Directors.

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. On the basis of the ranking filled in the evaluation questionnaire and discussion of the Board, the performance of the Board and its committees and Individual Directors (including Independent Directors) has been assessed as satisfactory.

POLICIES UNDER COMPANIES ACT, 2013/SEBI(LODR) REGULATIONS

Code of Conduct and Vigil Mechanism/Whistle Blower Policy

The Company has in place a mechanism for employees for reporting genuine concerns from reprisal and victimization. During the year under review, the Company has amended Code of Conduct and Vigil Mechanism/Whistle Blower Policy which has been disseminated to all the Directors, Officers, Employees and Associates and they are free to report undesirable practices, events, violations/suspected violations of the LTH Code in terms of the policy. The policy is also available in the ‘Investor Relations section at the Companys website www. lemontreehotels.com. During the year under review, no concerns have been received by the Company from any of the Directors, Officers, Employees and Associates pertaining to the Code and Vigil Mechanism.

Risk Management Policy

The Company has in place Risk Management Policy formulated in accordance with the provisions of Section 134(3)(n) of the Act, which is available in the ‘Investor Relations section at the Companys website www.lemontreehotels.com. There has been no change in the policy during the Financial Year under review. The Company has a system in place for identification of elements of risk which are associated with the accomplishment of objectives, operations, development, revenue and regulations and appropriate measures are taken, wherever required, to mitigate such risks beforehand.

The Statutory Auditors and the Internal Auditors report to the Audit Committee during their audit and highlight risk(s), if any, associated with organization and also suggest the appropriate measures, in consultation with the management and the Audit Committee, which can be taken by the company in this regard.

The Statutory Auditors also report to the Audit Committee of any instance of non-adherence to the procedures and manual which may increase the risk of frauds in the organization.

Nomination and Remuneration Policy

The Company has in place the Nomination & RemunerationPolicy which lays down the criteria for appointment, evaluation of performance of Directors and remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other employees and there has been no change in the policy since the last Financial Year. The Nomination & Remuneration Policy is attached as ‘Annexure-2 to this Report.

During the year under review, the Company has taken necessary approval/recommendation, wherever required, from Nomination and Remuneration Committee in terms of the policy.

Corporate Social Responsibility ("CSR") Policy

The Company has in place CSR policy, formulated in terms of provisions of Section 135(4) of the Act read with Rule 6 of the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available in the ‘Investor Relations section at the Companys website www.lemontreehotels.com.

Annual Report on CSR Activities for the Financial Year 2019 as required under Section 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 read with Rule 9 of the Companies (Accounts) Rules, 2014 is attached as ‘Annexure-3 to this Report.

Dividend Distribution Policy

The Board of Directors of the Company at its meeting held on May 29, 2019 approved and adopted a Policy on Distribution of Dividend to comply with the Regulation 43A of SEBI(LODR) Regulations. The policy is available in the ‘Investor Relations section at the Companys website www.lemontreehotels.com.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2019, your Company has 16 (sixteen) direct subsidiary companies and 8 (eight) indirect subsidiary companies and 3 (three) associate Companies as under:

Direct Subsidiary Companies

Begonia Hotels Pvt. Ltd., Canary Hotels Pvt. Ltd., Dandelion Hotels Pvt. Ltd., Lemon Tree Hotel Company Pvt. Ltd., Oriole Dr. Fresh Hotels Pvt. Ltd., PSK Resorts & Hotels Pvt. Ltd., Red Fox Hotel Company Pvt. Ltd., Sukhsagar Complexes Pvt. Ltd, Fleur Hotels Pvt. Ltd., Carnation Hotels Pvt. Ltd., Grey Fox Project Management Company Pvt. Ltd., Nightingale Hotels Pvt. Ltd and Meringue Hotels Pvt. Ltd.

Madder Stays Private Limited, Jessamine Stays Private Limited, Poplar Homestead Holdings Private Limited and Hamstede Living Private Limited has been incorporated as Wholly Owned subsidiaries of the Company during the year under review. The Company has entered into Joint Venture Agreement with Magnolia Grove Investment Ltd (Warburg Pincus Group) for carrying the business of student housing and co-living spaces for the millennial population.

Further, subsequent to the Joint Venture with Magnolia Grove Investment Ltd, Hamstede Living Private Limited has became an Associate Company w.e.f March 13, 2019.

During the year under review, your company has sold 24.90% stake in Carnation Hotels Private Limited to Mr. Rattan Keswani, in terms of approval of the Board of Directors of the Company dated August 11, 2017. Carnation Hotels Private Limited is a management arm of the Company, which operates and manages

Third Party Hotels by entering into Hotel Operating Agreement for a term generally ranging from 10-15 years.

Indirect Subsidiary Companies

Bandhav Resorts Pvt. Ltd., Celsia Hotels Pvt. Ltd., Inovoa Hotels And Resorts Ltd., Iora Hotels Pvt. Ltd., Ophrys Hotels Pvt. Ltd., Hyacinth Hotels Pvt. Ltd., Manakin Resorts Pvt. Ltd. and Valerian Management Services Pvt. Ltd.

Our Associate Companies

Further, as on March 31, 2019, your Company has three Associate Companies i.e Mind Leaders Learning India Pvt. Ltd, Pelican Facilities Management Pvt. Ltd. and Hamstede Living Private Limited.

Further, our Subsidiaries Fleur Hotels Pvt. Ltd and Celsia Hotels Pvt. Ltd. are partners of a limited liability partnership, Mezereon Hotels LLP ("Mezereon"), pursuant to an agreement dated January 17, 2015.

In accordance with Section 129(3) of the Act read with Rule 8(1) of Companies (Accounts) Rules, 2014, the consolidated financial statements of the Company and all its subsidiaries, associates and joint ventures have been prepared by the Company and a report on the performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement is attached as ‘Annexure-4 to this Report.

In terms of provisions of Section 136 of the Act, separate audited accounts of the subsidiary companies shall be available in the ‘Investor Relations section at the Companys website www.lemontreehotels.com. The Company will make available physical copies of these documents upon request by any shareholder of the Company interested in obtaining the same.

These documents shall also be available for inspection at the registered office of the Company during business hours to the date of ensuing Annual General Meeting.

MANAGEMENT REPORTS

Management Discussion and Analysis Report

The management discussion and analysis report on Companys performance-industry trend and other material changes with respect to the Company and its subsidiaries, associates, wherever applicable, has been given seperately and forms part of this Annual Report.

Business Responsibility Report

Pursuant to the provisions of Regulation 34(2)(f) of SEBI (LODR) Regulations, the Business Responsibility Report has been given separately and forms part of this Annual Report.

Corporate Governance

Your company has adopted good governance practices and committed to maintain high standards of the Corporate ethics, professionalism and transparency. The Company has adopted polices in line with the governance requirements including policy on Related Party Transactions, policy on Material Subsidiary, policy for Material Information and Events, Corporate Social Responsibility Policy and Whistle Blower Policy. These policies are available in the ‘Investor Relations section at the Companys website www. lemontreehotels.com.

In compliance with the provisions of Regulations 34(3) of the SEBI (LODR) Regulations, a seperate report on Corporate Governance together with a certificate Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the SEBI (LODR) Regulations is attached as ‘Annexure-5 to this Report.

DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

BORROWINGS FROM BANKS/ FINANCIAL INSTITUTIONS

The Companys total long term borrowings from banks/ financial institutions decreased from र 31,879.93 Lakhs in the previous year to र 31,030.36 Lakhs in the current year.

EMPLOYEES STOCK OPTION SCHEME

During the year under review, the Company has an Employee Stock Option Scheme, 2006 (‘ESOP Scheme) in line with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

Your Company has received a certificate Auditors of the Company that the scheme has been implemented in accordance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. The certificate would be placed at General Meeting for inspection by Members of the Company.

During the Financial Year under review, the Company has allotted 58,33,781 Shares to Krizm Hotels Private Limited

Employee Welfare Trust on July 19, 2018 in terms of ESOP Scheme and such shares have been listed on the BSE & NSE after obtaining necessary approvals.

Further during the Financial Year under review, 29,02,320 shares have been vested and exercised by the employees of the Company through Krizm Hotels Private Limited Employee Welfare Trust.

The applicable disclosures as stipulated under Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 with regard to Employees Stock Option Plan of the Company is given hereinbelow and the information required under SEBI (Share Based Employee Benefits) Regulations, 2014 is available at the Companys website at https://www.lemontreehotels. com/factsheet/Policies/Stock_Options_March_31_2019.pdf.

Sr. No Description ESOP Scheme
a) Options Granted Nil
b) Options vested 53,46,781
c) Options Exercised 29,02,320
d) Total Number of Shares arising as a result of exercise of option 29,02,320
e) Options lapsed* N.A
f) The exercise price (On weighted average basis)** -
g) from the Secretarial Variation of terms of options N.A
h) Money realized by exercise of options (if scheme is implemented directly by the Company) N.A
i) Total number of options in force -
j) Employee wise details for options granted to:-
(a) Key managerial Personnel:
a) Mr. Rattan Keswani (Deputy Managing Director) N.A
b) Mr. Kapil Sharma (Chief Financial Officer) N.A
c) Mr. Nikhil Sethi(Group Company Secretary and GM Legal) N.A

 

Description ESOP Scheme
(ii) any other employee who received a grant of options in any one year of option amounting to five percent of more of options granted during that year N.A
(iii) identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital(Excluding outstanding warrants and conversions) of the Company at the time of grant N.A

* All the options have been exercised by Krizm Hotels Private Limited Employee Welfare Trust.

** Options granted prior to the listing of the Companys shares were based on the valuation done by an Independent Charted Accountant from time to time.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The statement including the details of employees as required to be furnished in accordance with the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are set out in ‘Annexure-6 to this Report.

Disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are provided in ‘Annexure-7 to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(C) read with Section134(5) of the Act, the Directors, to the best of their knowledge and ability, hereby confirm that: (i) in the preparation of the annual accounts, the applicable accounting standards had been followed with proper explanation relating to material departures;

(ii) they have selected such accounting policies in consultation with Statutory Auditors 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 March 31, 2019 and of the profit of the company for the Financial Year;

(iii) they have taken proper and sufficient care, to the best of their knowledge and ability, 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 frauds and other irregularities;

(iv) the annual accounts of the Company have been prepared on a going concern basis.

(v) 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.

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

AUDITORS AND AUDITORS REPORT

Statutory Auditors

M/s Deloitte Haskins & Sells, LLP(LLP No. AAB-7837), Chartered Accountants have been appointed as Statutory Auditors of the Company in the Annual General Meeting held on September 29, 2017 for a period of 5 years upto conclusion of 6th consecutive Annual General Meeting of the Company.

The reports given by the Statutory Auditors on the Standalone Financial Statements of the Company and the Consolidated Financial Statements of the Company and its Subsidiaries & Associates for the Financial Year ended March 31, 2019 forms part of this Annual Report. There have been no qualifications, reservation or adverse remarks made by the Statutory Auditors in their reports.

The Statutory Auditors have not reported any frauds under Section 143(12) of the Act.

Secretarial Auditor

The Board of Directors of the Company has appointed M/s Sanjay Grover & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit for the Financial Year under review in accordance with Section 204 of the Act. The Secretarial Auditors have submitted their report, which is annexed as ‘Annexure-8 to this Report and does not contain any qualification, reservation or adverse remark.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant or material regulators, courts or tribunals having an impact on the future operations of the Company or its going concern status.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company, being engaged in the hotel business, is classifiedas providing infrastructure facilities in terms of the and loss Schedule VI to the Act and is exempted from the compliance for loans made, guarantees given, security provided in terms of Section 186 (11) of the Act, however, the details of loans, guarantees, and investments made by the Company forms part of the notes to the Financial Statements. Further, the details required in terms of Regulation 34 (3) of SEBI (LODR) Regulation with respect to loan given by the Company to its subsidiaries is given hereunder. For details regarding investments and guarantees please refer to the notes to the financial statements.

( र In lakhs)
Name of the Company Maximum Balance outstanding during the year 2019 As at March 31, 2019 Maximum Balance outstanding during the year 2018 As at March 31, 2018
Carnation Hotels Private Limited 652.72 257.72 674.72 644.72
Canary Hotels Private Limited 186.00 121.00 421.00 111.00
Oriole Dr. Fresh Hotels Private Limited 4.39 - 850.34 4.39
Sukhsagar Complexes Private Limited 337.00 337.00 337.00 62.00
Red Fox Hotel Company Private Limited 0.11 0.11 0.11 0.11
Grey Fox Project Management Company Private Limited 35.00 35.00 64.22 -
Meringue Hotels Private Limited 3,960.00 3,960.00 9,639.65 800.00
Dandelion Hotels Private Limited 7.00 7.00 1,099.61 -

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188

In line with the requirements of the Act and the SEBI (LODR) Regulations, your Company has formulated a policy on dealing with Related Party Transactions (RPTs) which can be accessed in the ‘Investor Relations section at the Companys website www. lemontreehotels.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all material transactions between the Company and Related Parties.

The particulars of contracts or arrangements with related parties referred to in Section 188(1), of the Act in the prescribed Form AOC - 2, is annexed as ‘Annexure-9 to this Report. Further, you may refer to Related Party transactions in Note No. 33 of the Standalone Financial Statements.

EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92, 134(3)(a) of the Act read with Rule 12 of Companies (Management And Administration) Rules, 2014, the details forming part of the extract of the Annual Return in form MGT 9 is annexed as ‘Annexure-10 to this Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

PARTICULARS REGARDING CONSERVATION OF ENERGY ETC. UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 AND RULES MADE THEREIN

As per the provisions of Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2013, the measures taken during the year under review for conservation of energy and technology absorption by the Company in operation of its hotels are as follows:

A. Conservation of Energy:

Lemon Tree Hotels is committed to maintain ecofriendly & energy conservation practices all across its Hotel properties. We strongly believe in conservation and accordingly have implemented many eco-friendly processes for energy and water preservation, waste management disposal, measures to control water, noise and environmental pollution. Our existing and upcoming hotels are designed and constructed to qualify for the L.E.E.D Gold Standard. Further, the details of steps taken for conservation of energy are provided in Business Responsibility Report (BRR) which forms part of this Annual Report.

Steps taken by the Company for utilizing alternate source of energy:

The Company has utilized alternative source of energy viz. renewable Energy in the form of Wind Power which is being utilized at hotel of the Company situated in Chennai.

The Capital investment on energy conservation requirements:

The Company has made the capital investment on installation and commissioning of Solar Photovoltaic systems at our Hotels to capture free Solar Energy for reducing the Energy requirement and also on installation of Heat Recovery ventilation and Heat Recovery wheel systems.

B. Technology Absorption, Research & Development (R&D):

Technology absorption:

The Company is in the service industry and operates and manages its hotels across India. However, no knowhow and technology has been imported during the year. However, efforts have been made to imbibe various new technologies like Green Building, rain water harvesting, use of plumbing faucets, sewage treatment plants.

Research & Development:

The Company during the financial year 2018-19 has not carried out any activity which can be construed as Research & Development. Therefor there is nothing to report under this section.

C. Foreign exchange earnings and outgo:

The information regarding Foreign Exchange earnings and outgo is mentioned hereunder:

( र In lakhs)
S. No. Particulars Year Ended March 31, 2019
1. Earning in Foreign Currency 2,289.56
2. Outgo in Foreign Currency
-Value of Capital Goods Imported on CIF basis 14.54
-Commission/ Advertisement and business promotion 409.64

DIVIDEND ON EQUITY SHARES

Your Directors do not propose any dividend on the shares of the Company for the Financial Year ended on March 31, 2019.

TRANSFER TO RESERVES

No transfers to reserves were made, as no appropriations were required to be made during the Financial Year under review.

ADEQUACY OF INTERNAL CONTROLS

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The Statutory and the Internal Auditors routinely conduct system checks and give their report after evaluation of the efficacy and adequacy of internal control systems including controls with respect to the financial statements, its compliance with operating systems, accounting procedures and policies in the Company. Based on the report of Internal Audit, the departments undertake corrective action in their respective areas and thereby strengthen the controls. The significant audit observations and follow up actions thereon are reported to the Audit Committee as well and further corrective action taken as per the inputs received from the committee members and the auditors.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

SECRETARIAL STANDARDS

During the year under review the Company has complied with all applicable Secretarial Standards issued by Institute of Company Secretaries of India.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no compliant was received by the Corporate Ethics Committee (CEC) formed in this regard.

Further, Internal Complaints Committee is also in place at all hotel locations & no complaint has been received during the year under review

GREEN INITIATIVE

Pursuant to Section 101 and 136 of the Act read with Companies (Management and Administration) Rules, 2014 and Companies (Accounts) Rules, 2014, the Company can send Notice of Annual General Meeting, financial statements and other communications in electronic form.

Your Company is sending the Annual Report including the Notice of Annual General Meeting, Audited Financial Statements, Boards Report along with annexures etc. for the Financial Year 2019 in the electronic mode to the shareholders who have registered their email ids with the Company and/or their respective Depository participants (DPs).

Shareholders who have not registered their e-mail addresses so far are requested to register their e-mail addresses. Those holding shares in demat form can register their e-mail addresses with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the Company, by sending a letter, duly signed by the first/sole holder quoting details of their Folio No.

During the year under review, in terms of SEBI Circular dated April 20, 2018 viz. Strengthening the Guidelines and Raising Industry standards for RTA, Issuer Companies and Banker to an Issue, the company through its Registrar and Transfer Agent i.e Karvy Fintech Private Limited has sent the reminders to the Shareholders for updation of PAN and Bank account details.

APPRECIATION

Your Directors place on record their appreciation for the valuable support and cooperation of the Companys Bankers, Government Agencies, Customers, Suppliers, Shareholders, Employees and other statutory authorities, who have reposed their continued trust and confidence in the Company.

For & On behalf of the Board of Directors of
Lemon Tree Hotels Limited
Patanjali Govind Keswani
DATE: 29.05.2019 Chairman & Managing Director
PLACE: NEW DELHI DIN:00002974

ANNEXURE(S) TO THE BOARDS REPORT

ANNEXURE-1

I. FINANCE COMMITTEE MEETINGS

During the financial year under review, one (1) Finance Committee meeting was held on March 19, 2019. Attendance of Members for the year ended March 31, 2019:

Name of the Member Designation No. of Meetings Attended
Mr. Patanjali Govind Keswani Chairman & Member 0
Mr. Rattan Keswani Member 1
Mr. Willem Albertus Hazeleger* Member 1

* Appointed as members of the committee w.e.f. August 13, 2018

II. SHARE ALLOTMENT COMMITTEE MEETINGS

During the financial year under review, one (1) Share Allotment Committee meeting was held on July 19, 2018. Attendance of Members for the year ended March 31, 2019:

Name of the Member Designation No. of Meetings attended
Mr. Rattan Keswani Chairman & Member 1
Mr. Patanjali Govind Keswani Member 1
Mr. Niten Malhan* Member 0
Mr. Ashish Kumar Guha** Member 0

* Resigned as Director and ceased to be the member of the committee w.e.f August 13, 2018

** Appointed as member of the committee w.e.f. August 13, 2018

III. IPO COMMITTEE MEETINGS

During the financial year under review, one (1) IPO Committee meeting was held on April 5, 2018. However, the IPO committee meeting has been dissolved on August 13, 2018.

Attendance of Members for the year ended March 31, 2019:

Name of the Member Designation No. of Meetings attended
Mr. Patanjali Govind Keswani Chairman & Member 1
Mr. Gopal Sitaram Jiwarajka Member 1
Mr. Niten Malhan Member 0

IV. GENERAL MANAGEMENT COMMITTEE MEETINGS

During the financial year under review, nine (9) General Management Committee meetings have been held on May 7, 2018, June 20, 2018, August 6, 2018, September 28, 2018, October 22, 2018, November 20, 2018, January 31, 2019, February 25, 2019, March 13, 2019.

Attendance of Members for the year ended March 31, 2019:

Name of the Member Designation No. of Meetings attended
Mr. Patanjali Govind Keswani Chairman & Member 9
Mr. Rattan Keswani Member 8
Mr. Paramartha Saikia* Member 1

* Appointed as a member of the committee w.e.f August 13, 2018

For & On behalf of the Board of Directors of
Lemon Tree Hotels Limited
Patanjali Govind Keswani
DATE: 29.05.2019 Chairman & Managing Director
PLACE: NEW DELHI DIN:00002974

ANNEXURE-‘2

NOMINATION AND REMUNERATION POLICY

1. INTRODUCTION

In terms of Section 178 of the Companies Act, 2013 read with applicable rules and regulations and in pursuance of the policy of Lemon Tree Hotels Limited (‘Company) to consider its human resources as its invaluable assets, the Nomination and Remuneration Committee of the Company re-constituted on September 18, 2014 has formulated this policy on nomination and remuneration of Directors, Key managerial personnel, senior management personnel and other employees of the Company (hereinafter referred as ‘Policy) and which has been adopted by the Board of Directors of the Company in its meeting on 19.02.2015.

2. POLICY OBJECTIVE

The objective of this Policy is to determine the criteria for appointment, removal, evaluation of performance of Directors and remuneration of Directors, key managerial personnel, senior management personnel and other employees.

3. DEFINITIONS

In this Policy unless the context otherwise requires:

(a) "Act" means Companies Act, 2013 including the applicable Rules & regulations;

(b) "Board of Directors" or "Board", in relation to the Company, means the collective body of the directors of the Company and includes the committees of the Board;

(c) "Directors" means Directors of the Company appointed in terms of provisions of the Act;

(d) "Independent Director" means a director referred to in Section 149 (6) of the Act;

(e) "Key Managerial Personnel" or "KMP" in relation to a company, means:

(i) Chief Executive Officer (‘CEO) or the Managing Director (‘MD) or the Manager;

(ii) Company Secretary;

(iii) Whole-time Director (‘WTD);

(iv) Chief Financial Officer; and

(v) such other officer as may be prescribed;

(f) "NRC" means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board;

(g) "Rules & regulations" refers to and comprise of Companies Act, 2013, The Companies (Meeting of Board and its Powers) Rules, 2014, The Companies (Appointment and Qualification of Directors) Rules, 2014,

The Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, and such other rules and provisions as applicable to the matters dealt in by this Policy;

"Senior Management Personnel" for this purpose shall mean employees of the company who are members of its core management team excluding Board of Directors. It would comprise all members of management one level below the executive director(s), including the functional / vertical heads.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Act as may be amended from time to time shall have the meaning respectively assigned to them therein.

4. APPLICABILITY

This Policy is applicable to:

(i) Directors viz. Executive, Non-executive and Independent

(ii) Key Managerial Personnel

(iii) Senior Management Personnel

(iv) Other Employees of the Company

5. GENERAL

This Policy is divided in three parts:

Part-A covers the matters to be dealt with and recommended by the NRC to the Board within Scope of Policy;

Part-B covers the appointment and nomination of Directors; and

Part-C covers remuneration etc for the Directors, Key Managerial Personnel and other employees.

PART-A

6. SCOPE

The matters to be dealt by NRC in terms of this Policy are as follows: a. Formulate the criteria for determining qualifications, positive attributes and independence of a director and identify persons who are qualified to become Directors and persons who may be appointed in Key Managerial and Senior Management Personnel, recommend to Board their appointment and removal; b. Carry out evaluation of the performance of Directors, as well as Key Managerial and Senior Management Personnel and to provide for reward(s) linked directly to their effort, performance, dedication and achievement relating to the Companys operations; c. Determine remuneration based on the Companys size and financial position and trends and practices for remuneration prevailing in similar companies in the industry;

PART-B

7. APPOINTMENT OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

a. The NRC shall identify and ascertain the positive attributes, integrity, independence, qualification, expertise and experience of the person for appointment as Directors, or Senior Management Personnel and recommend to the Board his / her appointment.

b. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The NRC has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient for the concerned position.

c. A person shall be appointed as Independent Director subject to the compliance of provisions of section 149 of the Companies Act, 2013, read with schedule IV and rules there under.

d. The Company shall not appoint or continue the employment of any person as MD/WTD/Manager who is below the age of twenty one years or has attained the age of seventy years. Provided that the appointment of a person who has attained the age of seventy years may be appointed with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for appointment of such person.

8. TERM/TENURE

a. MD/ WTD/ Manager

Subject to the applicable provisions of the Act and the Memorandum and Articles of Association of the Company, the Company shall appoint or re-appoint any person as its MD/WTD/Manager for a term of maximum five (5) consecutive years at a time. No re-appointment shall be made earlier than one (1) year before the expiry of term.

b. Independent Director

(i) Subject to the applicable provisions of the Act, an Independent Director shall hold office for a maximum term of five (5) the Board of the Company with the approval of the shareholders in general meeting and will be eligible for re-appointment on passing of a special resolution by the shareholders of the Company for another term of maximum five (5) years and disclosure of such appointment be made in the Boards report.

(ii) Any Independent Director,who has completed his two consecutive terms, shall be eligible for appointment after expiry of three (3) years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

(iii) The Independent Director shall not be liable to retire by rotation.

9. DISQUALIFICATIONS FOR APPOINTMENT/REAPPOINTMENT OF DIRECTORS

Any person who is disqualified for appointment/reappointment as a director in terms of Section 164 of the Act shall not be eligible for appointment/re-appointment, as the case may be, as a Director of a company.

10. EVALUATION

The NRC shall carry out evaluation of performance of every Director and a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors shall be disclosed in the Board Report.

11. REMOVAL

The NRC may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions of the Act.

12. RETIREMENT

The Director, KMP and Senior Management Personnel shall retire/resign as per the applicable provisions of the Act and the prevailing HR policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position / remuneration or otherwise even after attaining the retirement age, subject to compliance of applicable laws, for the benefit of the Company.

PART – C

13. MATTERS RELATING TO THE REMUNERATION & PERQUISITES

a. The NRC, while deciding the remuneration/ compensation/profit-linked commission for the Directors, Key Managerial Personnel and other employees, to ensure :

(i) That the level and composition of remuneration sufficient is reasonable and to attract, retain and motivate directors of the quality required to run the company successfully; (ii) That the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

(iii) That the remuneration to directors, key managerial personnel and other employees including senior management officials involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals;

b. The remuneration/ compensation/ profit-linked commission, etc. to the MD/WTD/Manager,

Directors and Independent Directors and increments thereto will be determined by the NRC subject to the approval of the Board, shareholders of the Company and Central Government, wherever required, in accordance with the percentage / slabs / conditions in terms of the applicable provisions of the Act.

c. Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

d. Determination of remuneration and increments of KMP, Senior Management officials and other employees shall be effected in terms of the HR policies of the Company.

14. REMUNERATION TO MD/WTD/MANAGER

a. Remuneration

Subject to Section 197 and Schedule V of the Act, the MD/WTD/Manager will be eligible for remuneration either by way of a monthly payment or at a specified percentage of the net profits of the company or partly by one way and partly by the other with the approval of the Shareholders of the Company on the recommendation of the NRC and the Board. The break-up of the pay scale, performance bonus and quantum of perquisites including, employers contribution to P.F., pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the NRC and shall be within the overall remuneration approved by the shareholders and Central Government, wherever required in terms of the provisions of the Act.

b. Minimum Remuneration If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its MD/WTD/Manager in accordance with the Act and if it is not able to comply with such provisions, then with the previous approval of the Central Government.

c. Provisions for excess remuneration If any MD/WTD/Manager draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

15. REMUNERATION TO NON-EXECUTIVE/INDEPENDENT DIRECTOR

a. Sitting Fees

The Non-executive Directors of the Company, whether Independent or not, may be paid sitting fees within maximum limit prescribed by the Act from time to time for attending meetings of the Board or Committees thereof. The quantum of sitting fees will be determined as per the recommendation of NRC and approved by the Board of Directors of the Company. The Company may make arrangement or reimburse the expenses incurred by the Non-Executive/ Independent Director(s) for travelling, boarding and lodging for participation in the Board or Committee meetings.

b. Commission The Board, on recommendation of NRC, may consider the payment of profit based commission to the Non-Executive/ Independent Directors and such commission may be paid within the prescribed limits and subject to the Board approvals in terms of the provisions of Act from time to time.

The net profits for the purposes of calculation of commission shall be computed in the manner referred to in section 198 of Act. c. Stock Options

Pursuant to the provisions of the Act, an Independent Director shall not be entitled to any stock option of the Company. The officers or other employees of the Company and its subsidiaries will be granted stock options in terms of the Company Employees Stock Option policy subject to special resolution passed by company and such other conditions as may be prescribed by the Act.

16. REMUNERATION TO KMP, SENIOR MANAGEMENT PERSONNEL AND OTHER EMPLOYEES

a. The KMP, Senior Management Personnel and other employees of the Company shall be paid monthly remuneration, salary advance and loans etc. as per the Companys HR policies and / or as approved by the NRC. The break-up of the pay scale and quantum of perquisites including employers contribution to P.F., pension scheme, medical expenses, club fees, etc. shall be as per the Companys HR policies.

b. As and when required by the NRC, a presentation shall be given by the HR Head detailing the performance bonus payouts as well as the proposed increments in any financial year. The NRC shall peruse and give its suggestions, if any, on the process for giving increments and performance bonus payouts for implementation by the Company.

c. This Policy shall apply to all future/continuing employment/engagement(s) with the Company. In other respects, the Policy shall be of guidance for the Board. Any departure from the Policy shall be recorded and reasoned in the NRC and Board meeting minutes.

d. The remuneration for KMP and Senior Managerial Personnel of the Company shall be approved by the NRC based on the recommendation of the Chairman & Managing Director and for other employees based on the recommendation of the HR Head in consultation with the Heads of various Department/Hotels of the Company. In case any of the relevant regulations require that remuneration of KMPs or any other officer is to be specifically approved by the NRC and/or the Board of Directors/Shareholders, then such approval will be accordingly obtained.

17. DISSEMINATION

The key features of the Policy shall be published on Companys website and accordingly will also be disclosed in the Annual Report as part of Boards report therein.

18. MISCELLANEOUS

a. The NRC or the Board may review the Policy as and when it deems necessary.

b. The NRC may issue the guidelines, procedures, formats, reporting mechanism for better implementation of this Policy, wherever it thinks necessary.

c. This Policy may be amended or substituted, in whole or in part, by the NRC or Board.

d. In case of any statutory change not being consistent with the provisions laid down under this Policy, then such change shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the effective date as laid down under such statutory change to the Act and the Compliance Officer of the Company shall ensure that such amendment is disseminated on the website of the Company, wherever required.

Annexure-4

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ASSOCIATE COMPANIES/JOINT VENTURES

[Form AOC-1: Pursuant to first proviso to sub-section (3) of Section 129 of Companies Act, 2013 read with Rule 5 of Companies

(Accounts) Rules, 2014 Part "A": Subsidiaries

( र In lakhs)
1 Sl. No. 1 2 3 4 5 6
2 Name of the subsidiary Fleur Hotels P. Ltd. Begonia Hotels P. Ltd. Canary Hotels P. Ltd. Carnation Hotels P. Ltd. Dandelion Hotels P. Ltd. * Lemon Tree Hotel Company P. Ltd. *
3 Date since when subsidiary was acquired 25.09.2009 20.11.2009 18.05.2012 18.01.2007 19.07.2007 24.01.2007
4 Reporting period for the subsidiary concerned, if different from the holding companys reporting period N.A. N.A. N.A. N.A. N.A. N.A.
5 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. N.A. N.A. N.A. N.A. N.A. N.A.
6 Share Capital# 5,928.63 146.46 3,459.45 9.35 1.15 3.50
7 Reserves & surplus 93,107.00 4,142.93 (1,196.87) 499.13 251.82 (2.78)
8 Total Assets 1,46,733.66 4,797.95 5,076.04 1,356.56 260.10 0.86
9 Total Liabilities 47,698.03 508.56 2,813.46 848.08 7.13 0.14
10 Investments** - - - - - -
11 Turnover 11,447.49 1,259.27 1,335.56 1,271.98 - -
12 Profit before taxation/ (Loss) (308.03) 262.56 (152.49) 642.09 (1.06) (0.73)
13 Provision for taxation (88.20) (76.73) - 191.12 (0.09) -
14 Profit after taxation/ (Loss) (219.81) 185.83 (152.49) 450.97 (1.15) (0.73)
15 Proposed Dividend - - - - - -
16 % of shareholding*** 57.98% 74.11% 100% 74.90% 100% 100%

 

1 Sl. No. 7 8 9 10 11 12
2 Name of the subsidiary Manakin Resorts P. Ltd. Meringue Hotels P. Ltd.* Nightingale Hotels P. Ltd. Oriole Dr. Fresh Hotels P. Ltd. Sukhsagar Complexes P. Ltd. PSK Resorts & Hotels P. Ltd.*
3 Date since when subsidiary was acquired 13.02.2009 18.01.2007 10.01.2013 10.01.2013 10.01.2013 13.02.2009
4 Reporting period for the subsidiary concerned, if different from the holding companys reporting period N.A. N.A. N.A. N.A. N.A. N.A.
5 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. N.A. N.A. N.A. N.A. N.A. N.A.
6 Share Capital# 571.43 21.52 1,303.66 370.00 619.50 118.69
7 Reserves & surplus 880.27 9,684.09 4,649.84 1,965.72 415.46 2,221.44
8 Total Assets 1,579.65 33,650.44 11,539.35 5,003.08 5,213.40 2,340.26
9 Total Liabilities 127.93 23,944.83 5,585.85 2,667.36 4,178.44 0.13
10 Investments** - - - - - -
11 Turnover 312.66 - 2,863.81 879.28 1,225.19 -
12 Profit before taxation/ (Loss) (37.39) (58.78) 214.59 (41.84) (31.34) (0.80)
13 Provision for taxation (13.68) (0.03) (0.01) (3.53) - -
14 Profit after taxation/(Loss) (50.75) (58.75) 214.58 (38.31) (31.34) (0.80)
15 Proposed Dividend - - - - - -
16 % of shareholding*** 100% 100% 57.53% 100% 100% 100%

 

( र In lakhs)
1 Sl. No. 13 14 15 16 17 18
2 Name of the subsidiary Red Fox Hotel Company P. Ltd. * Grey Fox Project Management Company P. Ltd. Valerian Management Services P. Ltd. Poplar Homestead Holdings P. Ltd* Jessamine Stays P. Ltd* Madder Stays Private Limited*
3 Date since when subsidiary was acquired 10.01.2013 28.09.2012 16.09.2013 29.11.2018 28.11.2018 28.11.2018
4 Reporting period for the subsidiary concerned, if different from the holding companys reporting period N.A. N.A. N.A. N.A. N.A. N.A.
5 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. N.A. N.A. N.A. N.A. N.A. N.A.
6 Share capital# 3.00 455.01 1.00 1.00 1.00 1.00
7 Reserves & surplus (2.35) (266.97) (259.09) (0.15) (0.15) (0.15)
8 Total assets (0.89) 489.87 26.73 0.89 0.89 0.89
9 Total Liabilities 0.24 301.83 284.82 0.04 0.04 0.04
10 Investments** - - - - - -
11 Turnover - 403.89 60.50 - - -
12 Profit before taxation/ (Loss) (0.73) (4.77) (34.77) (0.15) (0.15) (0.15)
13 Provision for taxation - - - - - -
14 Profit after taxation/(Loss) (0.73) (4.77) (34.77) (0.15) (0.15) (0.15)
15 Proposed Dividend - - - - - -
16 % of shareholding*** 100% 100% 100% 100% 100% 100%

 

( र In lakhs)
1 Sl. No. 19 20 21 22 23 24
2 Name of the subsidiary Celsia Hotels P. Ltd. Inovoa Hotels And Resorts Ltd. Iora Hotels P. Ltd. * Ophrys Hotels P. Ltd.* Hyacinth Hotels P. Ltd. Bandhav Resorts Pvt Ltd
3 Date since when subsidiary was acquired 29.03.2012 16.08.2013 14.11.2013 10.01.2014 19.07.2007 13.05.2016
4 Reporting period for the subsidiary concerned, if different from the holding companys reporting period N.A. N.A. N.A. N.A. N.A. N.A.
5 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. N.A. N.A. N.A. N.A. N.A. N.A.
6 Share capital# 3.53 3,828.00 1094.70 2.50 82.10 90.11
7 Reserves & surplus 6,366.88 (1,579.12) 20,588.08 (2.24) 5,401.77 967.18
8 Total assets 11,650.17 5,868.55 27,528.77 0.39 23,327.50 1669.35
9 Total Liabilities 5,279.76 3,619.67 5,845.99 0.13 17,843.63 612.06
10 Investments** - - - - - -
11 Turnover 3093.47 1,932.51 - - 6,759.81 98.48
12 Profit before taxation/ (Loss) 549.04 (47.33) (3.64) (0.70) 350.31 (89.94)
13 Provision for taxation 126.16 - - - - -
14 Profit after taxation/(Loss) 422.88 (47.33) (3.64) (0.70) 350.31 (89.94)
15 Proposed Dividend - - - - -
16 % of shareholding*** 57.98% 57.98% 59.66% 57.98% 57.98% 57.98%

Notes: * Subsidiaries which are yet to commence operations.

** Investments except investments in subsidiaries and non-current investments.

*** % of shareholding covers both direct and indirect shareholding in the subsidiaries.

# Includes only equity share capital

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint ventures

Sl. No. 1 2 3
Name of the Associate/Joint Ventures Mind Leaders Learning India Private Limited Pelican Facilities Management Pvt Ltd Hamstede Living Private Limited
1 Last audited Balance Sheet Date 31.03.2018 31.03.2018 N.A as company has been incorporated on December 6, 2018
2 Date on which the Associate or Joint Venture was associated or acquired 06.06.2017 20.06.2017 13.03.2019
3 Shares of Associate held by the Company at year end: (Number)
Amount of investment in Associate INR 3.40 Lakhs - INR 285 Lakhs
Total number of shares 3,40,000 Equity Shares - 28,50,000(1,50,000 Equity Shares and
27,00,000 Preference Shares)
Extent of holding % 36.56% - 30%
4 Description of how there is significant influence Due to percentage of shareholding Being 100% subsidiary of our associate Mind Leaders Learning India Pvt Ltd Due to percentage of shareholding and Joint Venture Agreement
5 Reason why the associate/joint venture is not consolidated N.A N.A N.A
6 Networth attributable to shareholding as per latest audited balance sheet र 546.03 Lakhs N.A र 747.07 Lakhs
7 Profit for the year(Consolidated)
Considered in consolidation र 137.41 Lacs N.A (57.74) Lakhs
Not considered in consolidation N.A N.A N.A

 

For and on behalf of Board of Directors of Lemon Tree Hotels Limited
Place: New Delhi Patanjali Govind Keswani
Date:29.05.2019 Chairman & Managing Director
DIN:00002974