lords ishwar hotels ltd share price Management discussions


1. INDUSTRY STRUCTURE AND DEVELOPMENTS:

The financial year 2022-23 prove to be the rising year after multiple waves of Covid-19 pandemic for Travel and Tourism industry in India. Restrictions on flights were relaxed in most countries to travel, TO and FRO from India. Further the relaxation were granted for travel restrictions, documentation and certifications in the confines of India. Subsequently added to the demand for accommodation, mainly arising from domestic leisure travel, weddings, social events, conferences and resumption of business travel within the country. However, there were challenges due to disruptions in global supply chains following fresh outbreaks in China and the war in Ukraine. But India continued to be a global bright spot, with impressive macro-economic stability and a strong GDP growth of 7% in 2022-23. The section on ‘Macroeconomic Environment and Opportunities provides further details.

2. OPPORTUNITIES, THREATS, RISK AND CONCERNS: Opportunities:-

The aspirational consumer segment in India is increasing at a rapid pace, expanding the opportunities for growth of the business. At the same time, the current market penetration of vacation ownership in India is very low at around 2% compared to 11% in the US, indicating considerable scope for growth. However The Indias G20 Presidency and the opportunity to host international events, including the ICC Mens World Cup, is expected to increase demand for hotels in the cities hosting the events. Growth in Indias service sector and higher disposable income of people working in it, referred to in HSBCs Economic Research paper above is also expected to increase demand for corporate travel and holidays. All segments of leisure, weddings, conferences events, airline crew layovers and corporate travel are expected to grow further during the year. Your Company is in well position to take advantage of the following situations: Healthy economy having positive support of Tourism Sector. Well framed State and Central Government policies to attract tourists. Proximity to Railway station and Bus station. Healthy Competition in the city. Extending the product portfolio by offering various types of facilities. Demand b etween the national and the inbound tourists can b e easily managed due to difference in the period of holidays.

Threats, Risk and Concerns:-

Although the pandemic related risks came down considerably during the year, one cannot rule out future outbreaks and disruptions in economic activity due to this. Global inflation remains persistently high even as major central banks acted in sync to tighten monetary policies. High inflation rate and rising interest rates will cause economic damage on the hospitality industry and severely curtail small businesses from growing, industry leaders have warned. Another operational risk involved in Hospitality Industry, is in the ability to consistently attract, retain and motivate managerial talent and other skilled personnel, especially in a high growth industry with unique characteristics. Further, some of the Companys resorts are exposed to the effect of natural calamities such as earthquake, flood, landslide, cyclone etc. that may affect the accessibility of the Hotels to members. There are also other regulatory and legal risks pertaining to tax proceedings, legal proceedings on properties, customer complaints, non-compliance of regulations including environmental regulations and those pertaining to the hospitality sector.

3. FINANCIAL AND OPERATIONAL PERFORMANCE:

The total revenue of your Company for the year 2022-23 was increased to Rs. 741.77 lakh as against Rs. 504.52 lakh of the previous year. The Company reported net profit after tax of Rs. 11.35 lakh for the year 2022-23 in comparison with a net profit after tax of Rs. 16.66 lakh of the previous year.

4. DETAIL OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS:

Details of Significant changes in Key Financial Ratios given in Note-44 of the Notes on financial statements for the year ended on 31st March, 2023.

5. FUTURE PROSPECTS:

The Hospitality industry is poised to continue its bounce in 2023 after showing promising signs of recovery in previous years performance. Business is expected to remain steady for this year and by capitalising on emerging trends such as staycations and sustainability, the industry can attract and retain loyal customers, create a positive impact and achieve long term success in the post- pandemic era. The Hospitality industry has seen a rise in sustainable and environmentally responsible practices and it is likely to persist in the coming years as travellers become more aware of the environmental impact of their choices. However, your company believes that the long term prospects for the travel and tourism industry in India are more attractive. Further the location of your company is at mid-market segment, which faces slight hindrance and provide rejuvenation and consider the guests requirements. Your Directors look forward to the future with confidence.

6. ADEQUACY OF INTERNAL CONTROL SYSTEM:

The Company has proper, strong, independent and adequate internal control systems to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The internal control systems are supplemented by an extensive programme of internal audits reviewed by management and documented policies, guidelines and procedures. The internal control systems of the Company are designed to ensure that the financial and other records are reliable, for preparing financial statements and other data, and for maintaining accountability of assets.

7. HUMAN RESOURCE DEVELOPMENT:

The manpower employed in your Company for 2022-23 was 60 employees. The Company depends extensively on its human assets and consider this as one of the most precious asset and not affordable to lose.

Your Company has a team of able and experienced industry professionals. Your Company always believe to invest in human resources by means of providing various facilities, with a view to strengthen its presence in existing business and for taking advantage of the emerging growth opportunities in the hospitality sector. Your Company seeks regular feedback from its employees to ascertain their levels of satisfaction and to ensure that employees morale and motivation are constantly improved. Critical human resource issues are analysed, corrective actions initiated and results monitored regularly. In order to preserve competent employees and to provide homely environment, your Company has arranged monthly staff function, religious programs, picnic tours, etc. Human resource is drawn from diverse academic backgrounds and the Company has placed emphasis on recruiting people with formal training that matches their job profile.

8. CAUTIONARY STATEMENT:

Certain statements made in the Management discussion and analysis report, describing the Companys objectives, projections, estimates, predictions and expectations may be forward looking statements, within the meaning of applicable securities law and regulations and actual results may differ materially from those expressed or implied. Significant factors that make differences to Companys operations include competition, changes in Government policies and regulations, tax regimes and economic development within India. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent development, information or events or otherwise.

CORPORATE GOVERNANCE REPORT ANNEXURE - 3

[Pursuant to Part-C of the Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

1. COMPANYS PHILOSOPHY:

Your Company strongly believes in adopting and adhering to good Corporate Governance practices. Companys philosophy of Corporate Governance is to ensure that:

(i) the Board and top management of the Company are fully appraised of the affairs of the Company that is aimed at assisting them in the efficient conduct of the Company so as to meet Companys obligation to the shareholders; (ii) the Board exercises its fiduciary responsibilities towards shareholders and creditors so as to ensure high accountability; (iii) all disclosure of information to present and potential investors are maximized; (iv) the decision making process in the organization is transparent and are backed by documentary evidence.

The Company has complied with mandatory requirements of the Corporate Governance provisions as specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. BOARD OF DIRECTORS:

The Board of Directors consist of 6 (Six) Directors, out of which 1 (One) Executive Director, 1 (One) Non-Executive Directors, 1 (One) Non-Executive Women Directors and 3 (Three) Non-Executive Independent Directors. The half of the Board is Non- Executive Independent Directors.

Board Meetings held during the year:

5 (Five) Board Meetings were held during the financial year 2022-23. Requisite Quorum was present throughout all the above Board meeting of the Company. The Maximum Gap between two Consecutive Board meetings does not exceed 120 days. The dates, on which the said meetings were held, are as follows:

1. 30th May, 2022 2. 08th August, 2022
3. 09th September, 2022 4. 14th November, 2022
5. 06th February, 2023

Details of composition and category of Directors, attendance at the Board meetings, Last Annual General Meeting and Shareholding of each Director are as follows:

Name of Director Designation Category Attendance No. of
Board Meeting Last Annual General Meeting* Equity Shares Held as on 31.03.2023

Mr. Pushpendra Bansal#

Managing Director ED 5 Yes 97,000
Mrs. Sangita Bansal Director NED 5 Yes 1,250,650
Mr. Mehinder Sharma Director NED 1 No Nil
Mr. Amit Garg* Director NED(I) 3 Yes Nil
Mr. Virendra Mistry Director NED(I) 5 Yes 1,500
Mr. Tikam Panchal Director NED(I) 5 Yes Nil

Mrs. Kinjalben Parmar**

Director NED(I) 3 No Nil

ED- Executive Director NED Non Executive Director

NED(I) Non Executive Director(Independent)

#Re-appointed as a Managing Director for further period of 5 years w.e.f. 07th September, 2022 in 36th Annual General Meeting. * Mr. Amit Garg has resigned from the post of Independent Directorship w.e.f. 05th November, 2022. ** Mrs. Kinjalben Parmar has been appointed as a Non Executive Independent Director in Annual General Meeting held on 07 th September, 2022.

The last Annual General Meeting of the Company was held on Wednesday, the 07th September, 2022.

Name of other listed entities where directors of the Company are Directors and the category of Directorship:

Name of the Director

Name of other Listed Companies in which the concerned Director is a Director

Category of Directorship

Mr. Pushpendra Bansal# H S India Limited Managing Director
Mrs. Sangita Bansal H S India Limited Non-Executive Director
Mr. Mehinder Sharma ANS Industries Limited Managing Director
Mr. Virendra Mistry -- --
Mr. Tikam Panchal -- --
Mrs. Kinjalben Parmar** -- --

#Re-appointed as a Managing Director for further period of 5 years w.e.f. 07th September, 2022 in 36th Annual General Meeting held on 07th September, 2022. ** Mrs. Kinjalben Parmar has been appointed as a Non Executive Independent Director in Annual General Meeting held on 07 th September, 2022.

No. of other Companies/Committees showing a Director/Committee member/Chairman:

Name of the Director

No. of other Companies in which Director

No. of other Committee position held

Unlisted Public Company Unlisted Private Company Member Chairman
Mr. Pushpendra Bansal # -- 6 -- --
Mrs. Sangita Bansal -- 2 01 --
Mr. Mehinder Sharma -- 14 -- --
Mr. Virendra Mistry -- -- -- --
Mr. Tikam Panchal -- -- -- --
Mrs. Kinjalben Parmar** -- -- -- --

#Re-appointed as a Managing Director for further period of 5 years w.e.f. 07th September, 2022 in 36th Annual General Meeting held on 07th September, 2022. ** Mrs. Kinjalben Parmar has been appointed as a Non Executive Independent Director in Annual General Meeting held on 07 th September, 2022.

In accordance with the Regulation 26(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the n umber of directorship/membership/chairmanship excludes directorship/membership/chairmanship of Private companies, Foreign Companies, Companies under Section 8 of the Companies Act, 2013. Membership /Chairmanship of only Audit Committees and Stakeholders Relationship Committees of all Public limited Company (excluding Lords Ishwar Hotels Limited) have been considered.

None of the Directors on the Board is a member of more than 10 Committees and Chairman of more than 5 Committees across all the Companies in which they are Directors. All the Directors have made necessary disclosures in this regards to the Company.

The Non-Executive Independent Directors did not have any material pecuniary relationship or transactions with the Company during the year 2022-23.

Independent Directors are not serving as an Independents Directors in more than Seven Listed companies as prescribed in Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has a process to provide, inter-alia, the information to the Board as required under Schedule II of Regulation 17(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to Corporate Governance.

Mr. Pushpendra Bansal is relative of Mrs. Sangita Bansal. No other Director is related to any other Director of the Company.

Appointment/Resignation of Independent Director:

Mrs. Kinjalben Parmar (DIN: 09698070) was appointed as a Non-Executive Independent Director of the Company for a period of 5 years in 36th Annual General Meeting held on 07.09.2022.

Mr. Amit Garg (DIN: 00537267), has resigned from the post of Independent Director and various committee membership of the Company w.e.f. 05.11.2022 due to the other various assignments of hospitality business and wish to reduce his commitments. The Directors expressed their deep appreciation and gratitude for the contribution made and guidance provided by Mr. Amit Garg during his tenure as member of the Board of Directors.

Skill/Expertise/Competence of the Board of Directors:

The Board comprises of qualified members who bring in the required skills, competence and expertise that allow them to make effective contribution to its Board and Committees. In the context of the Company business and sector for it to function effectively, the company requires skills/expertise/competencies in the area of Finance, Regulatory, Strategy, Business Leadership, Technology, Sales and Marketing, Hospitality, Risk & Governance and Public Relations. The Board is satisfied that its current composition reflects an appropriate mix of knowledge, skills, experience, proficiency, diversity and independence required for it to function properly.

All the Independent Directors have confirmed that they meet the criteria of Independence as lay down under the Act and the Listing Regulations.

Name of Directors

Behaviou ral Govern ance Technica l Industry Financial Sales and Marketin Technolo gy
g

Mr. Pushpendra Bansal

v v v v v v v

Mrs. Sangita Bansal

v v v v v v v

Mr. Mehinder Sharma

v v v v v v v

Mr. Virendra Mistry

v v -- v -- -- v

Mr. Tikam Panchal

v v v v -- v v

Mrs. Kinjalben Parmar

v v v v -- v v

Independent Directors Meeting:

As per Clause 7 of Schedule IV of the Companies Act, 2013 read with Regulation 25(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company without the presence of Non-Independent Directors and other members of the management was held on 06th February, 2023.

All the Independent Directors of the Company were present in the meeting.

Familiarization Program to Independent Directors:

As per Regulation 25(7) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, familiarization p rogram has b een carried out by the Company for the Independent Directors, d etails o f which h as b een posted o n https://drive.google.com/file/d/103QfykurA5fq169rwpaF3sUcEEVxTgam/view .

Note on Directors seeking appointment/re-appointment:

Mr. Pushpendra Bansal, Managing Director (DIN-00086343) of the Company was re-appointed as a Managing Director for the period of 5 years w.e.f. 07th September, 2022 in 36th Annual General Meeting. Mr. Sangita Bansal, Director (DIN- 01571275) who retires by rotation and being eligible, was re-appointed as Director in the in forthcoming 37th Annual General Meeting and eligible, offers herself for re-appointment.

Particulars as per Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 of the General Meeting are enclosed as an Annexure with the notice of Annual General Meeting.

3. AUDIT COMMITTEE:

The Audit Committee acts as a link between the Management, the Statutory and Internal Auditors and the Board of Directors and oversees the financial reporting process. During the financial year 2022-23, the Audit Committee met 4 (Four) times on 30th May, 2022, 08th August, 2022, 14th November, 2022 and 06th February, 2023. Requisite Quorum was present throughout all the above meetings. The Committee at these meetings, along with other business, reviewed the financial reporting system, financial & risk management policies, functioning of vigil mechanism, Related Parties transactions, Management Discussion & Analysis Report & Audited/ un-audited financial results of the Company.

The details of composition of the Committee and their attendance at the meetings are given below:

Name of Directors

Designation Category No. of Meetings Attended
Mr. Amit Garg* Chairman Non-Executive Independent Director 2
Mr. Virendra Mistry@ Chairman Non-Executive Independent Director 4
Mr. Tikam Panchal Member Non-Executive Independent Director 4

Mrs. Kinjalben Parmar**

Member Non-Executive Independent Director 2

At present, all members of the Audit Committee are Non Executive Independent Directors.

@Mr. Virendra Mistry, was appointed as Chairman of the Audit Committee w.e.f. 14th November, 2022 has attended the last Annual General Meeting of the Company. * Mr. Amit Garg has resigned from the post of Chairman/Independent Directorship w.e.f. 05th November, 2022 ** Mrs. Kinjalben Parmar has been appointed as a Member/Non Executive Independent Director in Annual General Meeting held on 07th September, 2022.

The Company Secretary acts as the Secretary to the Committee.

4. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee was framed with the responsibility for determining the remuneration for all executive directors and Key Management Personnel, including any compensation payments, such as retirement benefits or stock options and also to determine principles, criteria and the basis of Remuneration Policy of the company and shall also recommend the appointment/removal of Directors, KMPs & Senior Management of the Company and monitor the level and structure of pay for senior management, i.e. one level below the Board.

During the year 2022-23, Nomination and Remuneration Committee met 4 (Four) times on 08th August, 2022, 09th September, 2022, 14 th November, 2022 and 06 th February, 2023. Requisite Quorum was present throughout all the above meetings.

The details of composition of the Committee and their attendance at the meetings are given below:

Name

Designation Category No. of Meeting Attended
Mr. Amit Garg* Chairman Non-Executive Independent Director 2
Mr. Virendra Mistry @ Chairman Non-Executive Independent Director 4
Mr. Tikam Panchal Member Non-Executive Independent Director 4

Mrs. Kinjalben Parmar**

Member Non-Executive Independent Director 3

@Mr. Virendra Mistry, was appointed as Chairman of the Nomination and Remuneration Committee w.e.f. 14th November, 2022 has attended the last Annual General Meeting of the Company. * Mr. Amit Garg has resigned from the post of Chairman/Independent Directorship w.e.f. 05th November, 2022 ** Mrs. Kinjalben Parmar has been appointed as a Member/Non Executive Independent Director in Annual General Meeting held on 07th September, 2022. The Company Secretary acts as the Secretary to this Committee.

Performance Evaluation:

Pursuant to the provisions of Companies Act, 2013 and Regulation 17 (10) of the Listing Regulations, Board has carried out an annual performance evaluation of its own performance, Committees and the Directors individually. The manner in which the evaluation has been carried out, detailed below:

The performance evaluation of the Board as a whole, Chairman and Non Independent Directors was carried out by the Independent Directors. The Independent directors evaluated the parameters viz., level of engagement, duties, responsibilities, performance, obligations and governance safeguarding the interest of the Company. The performance evaluation of Independent directors was carried out by the entire Board.

POLICIES:

The Company has formulated the Nomination and Remuneration Policy to lay down criteria and terms and conditions with regards to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who are qualified to be appointed in Senior Management and Key Managerial Positions and to determine their remuneration. Brief description of the said policy as below:

Remuneration Policy:

Nomination and Remuneration Committee shall recommend the remuneration, including the commission based on the net profits of the Company for the Executive and Non - Executive Directors. This will be then approved by the Board and shareholders. Prior approval of shareholders will be obtained wherever applicable.

Presently Company is not paying any remuneration by way of salary, perquisites and allowances (fixed component) to Managing Director(s) or Whole time Director.

Perquisites and retirement benefits are paid according to the Company policy as applicable to all employees.

Non-Executive Independent Directors are appointed for their professional expertise in their individual capacity as independent professionals. Non- Executive Independent Directors may receive sitting fees for attending the meeting of the Board and Board Committees as may be decided by the Board and/or approved by the Shareholders from time to time.

Directors, KMPs and Senior Management Personnel:

The remuneration of Directors, KMPs and senior management largely consists of basic salary, perquisites, allowances and performance incentives. Perquisites and retirement benefits are paid according to the Company policy, subject to prescribed statutory ceiling.

The components of the total remuneration vary for different grades and are governed by the industry pattern, qualification & experience/merits, performance of each employee. The Company while deciding the remuneration package takes into consideration current employment scenario and remuneration package of the industry.

Ms. Varsha Rajput has resigned from the post of Company Secretary and compliance officer from the Company w.e.f. 10.09.2022. Mrs. Darshana Laddha has been appointed as a Company Secretary and Compliance officer of the Company w.ef. 15.11.2022 in the Board Meeting Held on 14th November, 2022.

Remuneration of Directors:

Presently, the Company is not paying any sitting fees to Non-Executive Directors for attaining meetings of the Board, Audit Committee and other Committees. The Company is also not paying any remuneration to its Managing Director. The Nomination and Remuneration Policy is uploaded on the Companys website http://lordsishwar.com/wp-content/uploads/2015/12/Nomin_Remuneration-Policy_LIHL.pdf.

5. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee was constituted for Redressal of stakeholders complaints like transfer of shares, non-receipt of Annual Report, etc.

During the year 2022-23, Stakeholders Relationship Committee met 4 (Four) times on 30th May, 2022, 08th August, 2022, 14th November, 2022 and 06th February, 2023. Requisite Quorum was present throughout all the above meetings.

The details of composition of the Committee and their attendance at the meetings are given below:

Name

Designation

Category

No. of Meetings Attended
Mr. Amit Garg* Chairman Non-Executive Independent Director 2
Mr. Virendra Mistry @ Chairman Non-Executive Independent Director 4
Mr. Tikam Panchal Member Non-Executive Independent Director 4

Mrs. Kinjalben Parmar**

Member

Non-Executive Independent Director

2

@Mr. Virendra Mistry, was appointed as Chairman of the Stakeholders Relationship Committee w.e.f. 14th November, 2022 has attended the last Annual General Meeting of the Company. * Mr. Amit Garg has resigned from the post of Chairman/Independent Directorship w.e.f. 05th November, 2022 ** Mrs. Kinjalben Parmar has been appointed as a Member/Non Executive Independent Director in Annual General Meeting held on 07th September, 2022. The Company Secretary acts as the Secretary to this Committee

During the financial year 2022-23, the Company has not received investor complaint. As on 31st March, 2023, no investor complaint was pending.

6. RISK MANAGEMENT COMMITTEE:

The Company has voluntarily constituted such Committee, which lays down a vigorous and active process for identification and mitigation of risks.

During the year 2022-23, Risk Management Committee met 3 (Three) times on 30 th May, 2022, 14th November, 2022 and 06th February, 2023. Requisite Quorum was present throughout all the above meetings.

The details of composition of the Committee and their attendance at the meetings are given below:

Name

Designation

Category

No. of Meetings Attended
Mrs. Sangita Bansal@ Chairman Non-Executive Independent Director 3
Mr. Amit Garg* Member Non-Executive Independent Director 1
Mr. Virendra Mistry Member Non-Executive Independent Director 3
Mrs. Kinjalben Parmar** Member Non-Executive Independent Director 2

@ Mrs. Sangita Bansal, Chairman of the Risk Management Committee has attended the last Annual General Meeting of the Company. * Mr. Amit Garg has resigned from the post of Independent Directorship w.e.f. 05th November, 2022 ** Mrs. Kinjalben Parmar has been appointed as a Member/Non Executive Independent Director in Annual General Meeting held on 07th September, 2022.

7. GENERAL BODY MEETINGS: (A) General Meeting:

(i) Annual General Meeting:

Annual General Meeting for the year ended

Date and Time of Annual General Meeting

Venue

Special Resolution
2021-2022 0 th 7 September, 2022 at 11:00 A.M Through Video Conferencing Yes
2020-2021 2 nd 2 September, 2021 at 11:00 Through Video Conferencing Yes
A.M
2019-2020 2nd December, 2020 at 11:00 A.M Through Video Conferencing No

(ii) Extra-Ordinary General Meeting:

No Extra-Ordinary General Meeting of the members was held during the year 2022-23.

(B) Special Resolution passed in previous three Annual General Meetings:

In 2021-22, two Special Resolution were passed at the Annual General Meeting, one for Re-appointment of Mr. Pusphendra Bansal (DIN: 00086343) as a Managing Director of the Company for a second term of five years w.e.f. 07th September, 2022, and second for Appointment of Mrs. Kinjalben Parmar (DIN: 09698070) as an Independent Director of the Company. In 2020-21, two Special Resolution were passed at the Annual General Meeting, one for Re-appointment of Mr. Virendra Mistry (DIN: 07411998) as an Independent Director of the Company for a second term of five years w.e.f. 13th February 2021, and second for leasing the hotel property to a related party. In 2019-20, No Special Resolution was passed at the Annual General Meeting.

(C) Special Resolution through Postal Ballot:

(i) Whether any Special Resolution passed last year through Postal Ballot: No (ii) Whether any Special Resolution is proposed to be conducted through Postal Ballot: No

8. MEANS OF COMMUNICATION:

The Quarterly results of the Company i.e. unaudited financial results accompanied with Limited Review Report for the first three quarters and Audited financial results along with the Auditors Report thereon for the last (fourth) quarter is submitted online with BSE Ltd and get published them in the prescribed format in Financial Express (Gujarati and English) a leading Newspaper and the same are submitted with BSE Ltd also.

The Company normally gets published financial results and other communications to the shareholders in the above newspapers.

The Company maintains a functional website where the prescribed information as per Companies Act and Listing Regulations, are being displayed on the website of the Company www.lordsishwar.com. The Company does not display official news releases or make presentation for the institutional investor or the analysis as it is not relevant for the Company at present.

All periodicals compliance like Shareholding Pattern, Corporate Governance Report, Financial Results etc are also being filed electronically with online portal “BSE Listing Centre”.

The Management Discussion & Analysis Report is also appended elsewhere with this Annual Report.

9. GENERAL SHAREHOLDER INFORMATION:-

i Annual General Meeting

37th Annual General Meeting

Day, Date and Time

Thursday, 21st September, 2023 at 11:00 a.m. IST

Venue

The Company is conducting meeting through Video

Conferencing and Other Audio Visual Means pursuant to the MCA Circulars and SEBI Circulars and as such there is no requirement to have venue for Annual General Meeting.

ii Financial year

1st April 2022 to 31st March, 2023.

iii Dividend Payment Date

No Dividend has been recommended.

iv Registered Office of the company

Hotel Revival, Near Sayaji Gardens, Kala Ghoda Chowk,

University Road, Baroda 390 002, Gujarat

Email: info@lordsishwar.com,

Website: www.lordsishwar.com

v Listing on Stock Exchange

BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street,

Mumbai 400 001, Maharashtra

Annual Listing Fee

Listing fee paid for the financial year 2022-23

vi BSE Limited Scrip Code

530065 / LORDSHOTL

ISIN :

INE689J01013

vii Market Price Data BSE Limited
Month & Year High Low
April, 2022 8.25 6.80
May, 2022 7.60 6.30
June, 2022 7.75 6.38
July, 2022 6.75 6.10
August, 2022 7.35 6.46
September, 2022 10.15 7.41
October, 2022 7.72 6.56
November, 2022 7.50 6.43
December, 2022 9.94 6.80
January, 2023 11.42 7.24
February, 2023 12.58 8.15
March, 2023 11.19 9.33

vii. Share Price Performance in comparison to BSE Sensex:

(April, 2022 to March, 2023) viii. Registrar and Transfer Agents:

Bigshare Services Pvt. Ltd.

Pinnacle Business Park, Office No S6-2, 6th, Mahakali Caves Rd, next to Ahura Centre, Andheri East, Mumbai, 400093, Maharashtra. Tel: 022 62638200, Fax: 022 62638299, Email: investor@bigshareonline.com

ix. Share Transfer System:

The transfer of shares in physical form is affected by the Registrar and Transfer Agents mentioned as above within the prescribed time period from the date of its receipt subject to the documents being in order and complete in all respects. The Stakeholder Relationship Committee of the Board of Directors observes this transfer system quarterly and takes note of the statement/register of Share transfer received from the Registrar and Transfer Agents.

A half yearly compliance certificate under Regulation 7(3) of the Listing Regulations, jointly signed by Compliance Officer and RTA, certifying that all the above said activities are being carried out by RTA, is regularly submitted to BSE Limited.

x. (a) Distribution of shareholding as on 31st March, 2023:

No. of Equity Shares held

No. of Shareholders % of Shareholders No. of Shares held % of Shareholding
Up to 500 1630 69.72 371321 4.97
501 1000 338 14.46 254423 3.41
1001 - 2000 177 7.57 252364 3.38
2001 - 3000 81 3.46 213933 2.86
3001 - 4000 28 1.20 98688 1.32
4001 - 5000 23 0.98 108909 1.46
5001 - 10000 25 1.07 188384 2.52
10001 & Above 36 1.54 5981978 80.08
Total 2338 100.00 7,470,000 100.00
Physical Mode 1508 64.50 2340600 31.33
Electronic Mode 830 35.50 5129400 68.67
Total 2320 100.00 7,470,000 100.00

x. (b) Categories wise Shareholding as on 31st March, 2023:

Category of Shareholders

No. of Shares held % of Shareholding
Promoter & Promoter Group(A)
Indian 4,081,000 54.64
Foreign NIL NIL
Sub-Total (A) 4,081,000 54.64
Public Shareholding (B)
Resident Individuals 26,02,930 34.85
Bodies Corporate 2,97,635 3.98
Financial Institutions/ Banks/Mutual Funds 2,60,200 3.48
NRIs/OBCs/Foreign National 2,18,360 2.92
Hindu Undivided Family 8375 0.11
Director (Non-promoter) 1,500 0.02
Sub-Total (B) 3,389,000 45.36

Shares held by custodians and against which Depositary Receipt has been issued (C)

NIL NIL
GRAND TOTAL(A+B+C) 7,470,000 100.00

xi. Dematerialization of Shares: 51,29,400 Equity Shares comprising 68.66% of the issued & Paid up Equity Shares of the Company stand dematerialized & available for trading at BSE Limited as on 31st March, 2023.

xii. Outstanding GDRs/ DRs/Warrants: As o f 3st 1March, 2023, there is no outstanding GDRs/ADRs/Warrants or any Convertible instruments.

xiii. Hotel Location: Hotel Revival, Near Sayaji Gardens, Kala Ghoda Chowk, University Road, Baroda 390 002, Gujarat Tel: 0265 2793545. Email: info@lordsishwar.com, Website: www.lordsishwar.com xiv. Address for Correspondence:

M/s. Bigshare Services Pvt. Ltd. The Company Secretary, Unit: (Lords Ishwar Hotels Limited) Lords Ishwar Hotels Ltd. Pinnacle Business Park, Office No S6-2, Hotel Revival, Near Sayaji Gardens, 6th, Mahakali Caves Rd, next to Ahura Centre, Andheri Kala Ghoda Chowk, East, Mumbai, 400093, Maharashtra., Baroda 390002, Gujarat E-mail: sandeep@bigshareonline.co m Email: info@lordsishwar.com Tel: 022 62638200, Fax: 022 62638299 Tel: 0265 2793545 xv. Commodity price risk of foreign exchange risk and hedging activities:

The Company follow advance payment system while importing consumable/consumer goods. Therefore there is no commodity price risk or foreign risk as such involved.

xvi. Credit ratings:

During the financial year ended 31st March, 2023, the Credit ratings provisions are not applicable to our Company.

10. OTHER DISCLOSURES:

(a) Disclosures on materially significant related party transactions: All related party transactions that were entered during the financial year were at an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions of the Company which have potential conflict with the interest of the Company at large. Details of all related party transactions are disclosed in the notes to the Financial Statements. (b) Details of non-compliance by the Company, penalties, strictures imposed on the Company by SEBI, ROC, Stock Exchange or any statutory authority, on any matter related to capital markets, during the last 3 financial years: The Company has complied with the requirements of the Stock Exchanges, SEBI and Statutory authorities on all matters related to Capital Markets, as applicable, during the last three years. No strictures or penalties were imposed on the Company by these authorities. (c) Vigil Mechanism/Whistle Blower Policy is u p loaded o n the Companys website http://lordsishwar.com/InvestorsRelations/Policies and during the year under review, no personnel have been denied access to the Audit Committee. (d) The Company has complied with all mandatory requirements of Corporate Governance under Regulation 34 of the Listing Regulations. (e) The Company has no subsidiary/material subsidiary, so policy on material subsidiary is not applicable. (f) Policy on dealing with related p arty transactions is uploaded o n the Companys website http://lordsishwar.com/InvestorsRelations/Policies

(g) Disclosures of commodity price risks and commodity hedging activities N.A.

(h) During the financial year ended 31st March, 2023, the Company has not raised any money through preferential allotment or qualified institutions placement specified under Regulation 32(7A). (i) The Board has accepted all recommendations of all its Committees of the Boards in the financial year ended 31st March, 2023. (j) Total fees for all services paid by the Company to M/s .R M. Haryani & CO., Statutory Auditor:-Rs.1,00,000/-. (k) Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is furnished in the Directors Report of this Annual Report. (l) The Company has complied with all applicable requirements of the Listing Regulations. The Company has adopted a suitable reporting system on compliance of all major laws applicable to the Company, which is placed before the Board of Directors of the Company at its periodic meeting. (m) The Company has not adopted non-mandatory requirements of the Listing regulations. (n) All requirements of Corporate Governance report of sub para 2 to 10 mentioned in Schedule V of SEBI

(LODR) Regulations, 2015 have been duly complied with.

(o) The Company has not extended any loans or advances in the nature of loans to any firms/companies in which the Directors of the Companies are interested.

11. DISCRETIONARY REQUIREMENTS AS PER PART E OF SCHEDULE II OF THE LISTING

REGULATIONS:

(i) The requirement relating to maintenance of office and reimbursement of expenses of Non-Executive Chairperson is not applicable to the Company since the Company has no Chairperson.

(ii) The Companys quarterly and half yearly financial results are published in the newspapers as mention and uploaded the same on website of the Company http://lordsishwar.com/AdvertisementsOfFinancialResults . Hence, the financial results are not sent to the shareholders. (iii) Audit Report: For the financial year 2022-23, the Auditors have expressed an unmodified opinion on the Financial Statements of the Company. The Company continues to adopt best practices to ensure a regime of unmodified Financial Statements. (iv) Reporting of the Internal Auditors: The Internal Auditors of the Company report to the Audit Committee of the Company, to ensure independence of the Internal Audit function.

12. CERTIFICATE FROM PRACTICING COMPANY SECRETARY FOR NON-DISQUALIFICATION OF DIRECTORS:

A Certificate from Practicing Company Certificate regarding non-disqualification of Directors is annexed as Annexure -7 with this Annual Report.

13. CODE OF CONDUCT:

The Board has laid down a code of conduct for Board Members and Senior Management Personnel of the Company. The Board Members and Senior Management Personnel have affirmed compliance with the said Code of Conduct. A certificate thereon duly signed by the Managing Director - Executive Director of the Company is being annexed as Annexure-8 in the Annual Report. Code of Conduct is also posted on the Companys website http://lordsishwar.com/InvestorsRelations/Disclosures

14. CEO/CFO CERTIFICATION:

The Board has laid down Annual certification on financial reporting and internal controls signed by the Managing Director & Chief Financial Officer of the Company in terms of Regulation 17(8) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and being annexed as Annexure-9 to the Annual Report.

15. AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE:

The Company has complied with the requirements specified in Regulation 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of regulation 46 of the Listing regulation for the purpose of Corporate Governance. A Compliance certificate has been obtained from M/s R. M. Haryani & Co., Chartered Accountants, Bharuch, is being annexed as Annexure-10 with this Annual Report.

16. RECONCILIATION OF SHARE CAPITAL AUDIT:

As per the requirements of the SEBI and BSE Ltd., an audit by a qualified Practicing Company Secretary carried out on quarterly basis, to reconcile the total admitted capital with NSDL and CDSL and the total issued and listed capital. The said audit confirms that the total issued / paid-up capital tallies with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL.

17. DISCLOSURES W ITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED

SUSPENSE ACCOUNT: Not Applicable

18. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS UNDER CLAUSE 5A OF PARA A OF

PART A OF SCHEDULE III OF THE LISTING REGULATIONS:: Not Applicable

RATIO OF DIRECTORS REMUNERATION TO MEDIAN EMPLOYEES REMUNERATION AND OTHER DISCLOSURE

[Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2022-23 and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-23 are as under: (Rs. In Lakh)

Sr. Name of Directors/KMP No. and Designation

Remuneration of Director/KMP for the financial year 2022- % increase in Remuneration in the financial year 2022- Ratio of remuneration of each Director to median remuneration
23 23 of employees

1 Mr. Pushpendra Bansal Managing Director

NIL NIL NIL

2 Mr. Ajay S. Pawar Chief Financial Officer

NIL NIL N.A

3 *Ms. Varsha Rajput Company Secretary

1.62 NIL N.A

4 **Mrs. Darshana Laddha Company Secretary

1.53 NIL N.A

*Ms. Varsha Rajput, Company Secretary, has resigned from the post of Company Secretary w.e.f. 10.09.2022. **Mrs. Darshana Laddha, was appointed as a Company Secretary w.e.f. 15.11.2022.

(i) The Median Remuneration of employees of the Company for the financial year 2022-23 was Rs.1.56 Lakh. (ii) In the financial year 2022-23, there was 8.33% increase in the median remuneration of employees. For this, we have excluded employees who were not eligible for an increment. (iii) There were 60 employees on the rolls of Company as on 31st March, 2023. (iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and points out if there are any exceptional circumstances for increase in the Managerial Remuneration: Average percentile increase already made in the salaries of the employees other than the Managerial Personnel in the last financial year 2022-23 was 6.29% whereas the increase in the managerial remuneration for the financial year was Nil. (v) Affirmation that the remuneration is as per the Remuneration Policy of the Company:

It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company. The Nomination and remuneration Policy is available o n the Companys website at http://lordsishwar.com/InvestorsRelations/Policies

Statement of particulars of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended on 31st March, 2023

Sr. No. Name of Employee

Designation

Ag

e

Salary

(per

month

)

Qualification

Exper

ience

(in

years)

Date of Joining

Last

Employment

1 Mr.Badri Rajak

Chief Accounts Manager

45

72500

M.com, C.A Inter

21

01/08/2006

-

2 Mr. Clement Chettiar

General Manager

46

68400

Diploma in Hotel

Management

26

21/12/2021

Lords Inn, Jamnagar

3 Mr.Mukesh Pundir

Executive Chef

39

43799

Diploma in Hotel

Management

12

20/09/2022

Baroda

Residency

4 Mr. Prahlad Parmar

Store & Purchase Manager

52

31,460

S.S.C.

24

15/12/2004

Hotel Sayaji, Vadodara

5 Mr. Mukesh Rathore

Marketing

Manager

36

30000

B. A. Sociology

5

29/09/2022

Club Oxygen, Ahmedabad

6 Mrs. Darshana Laddha

Company

Secretary

30

27000

B.com, LLB, CS

4

15/11/2022

Jigar Vyas & Associates

7 Mr. Akash Deep

Front Office Manager

35

26610

Diploma in Hotel

Management

6

01/04/2019

Suncity Palace,

Belphad,

Odisha

8 Mr. Avinash Bharti

Housekeeping

Manager

26

25000

S.S.C

5

08/12/2022

Lords Inn, Jamnagar

9 Mr. Sandip Talegaonkar

F&B Executive

36

18000

S.S.C.

8

05/01/2023

The Friends bench health cafe, Surat

10 Mr. Sujit Suryawanshi

HR Executive

44

16000

Diploma in

Office

computing

14

28/11/2022

Hotel Ramada, Powai, Mumbai

Note:

1. None of the employees mentioned above are related to any of the Directors of the Company.

2. All appointments are on permanent basis.

3. None of the employees mentioned above hold more than 2% of the shares of the Company along with their spouse and dependent children.

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members,

Lords Ishwar Hotels Limited

CIN: L55100GJ1985PLC008264 Hotel Revival, Near Sayaji Gardens, Kala Ghoda Chowk, University Road, Baroda 390002, Gujarat, India

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Lords Ishwar Hotels Limited, having CIN L55100GJ1985PLC008264 (hereinafter called the “Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

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

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

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

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

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

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

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure requirements) Regulations, 2009 (Not applicable as the Company has not issued any securities);

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not applicable as the Company has not formulated any Employee Stock Option Scheme and Employee Stock Purchase Scheme);

The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,

2008 (Not applicable as the Company has not issued any debts securities which were listed);

(e) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client (Not applicable as the Company is not registered as Registrar to an Issue and Share Transfer Agent) ; (f) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable as the Company has not opted for delisting); and (g) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable as the Company has not done any Buyback of Securities).

(vi) Other laws as applicable specifically to the Company:

(a) Food Safety and Standards Act, 2006 and the Rules framed thereunder.

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

(i) Secretarial Standards (with respect to Board and General Meetings) issued by The Institute of Company Secretaries of India (ICSI), (ii) The Listing Agreement entered into by the Company with Stock Exchange read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

We further report that

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

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

Majority decision is carried through and proper system is in place which facilitates/ensure to capture and record the dissenting members views, if any, as part of the minutes.

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

We further report that during the year, the Company has not taken specific actions/decisions having major bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, etc. referred to above.

Place: Vadodara MAYANK S JOSHI
Date: 11.08.2023 NANDANIYA JOSHI & ASSOCIATES
FIRM UNIQUE CODE- P2020GJ084200
Peer Review Certificate No. 2472/2022
ACS No: 26685
COP No.: 23797
ICSI UDIN: A026685E000787291

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