royal orchid hotels ltd share price Directors report

Dear Members,

The Board of Directors of your Company, with immense pleasure, present the Thirty Seventh Annual Report of your Company along with the Audited Balance Sheet, Statement of Profit and Loss, Statement of changes in equity and Cash Flow Statement (Standalone and Consolidated), Schedules and Notes to Accounts for the year ended March 31, 2023.

Financial Performance

The Companys financial performance, for the financial year ended March 31, 2023 on standalone and consolidated basis is summarized below:

(Rs. in Lakhs)

Particulars	As on March 31, 2023		As on March 31, 2022
	Consolidated	Standalone	Consolidated	Standalone
Revenue from operations	26,354.88	16,994.62	13,852.39	7,973.90
Other Income	1,613.88	667.02	1,740.74	851.27
Total revenues	27,968.76	17,661.64	15,593.13	8,825.17
Food and Beverages Consumed	2,671.73	1,777.18	1,727.99	1,110.31
Employee Benefit Expenses	5,597.41	2,855.58	3,468.31	1,622.96
Finance Costs	1,605.02	1,205.80	1,609.71	885.76
Depreciation	1,837.18	1,132.71	1,944.33	854.87
Other Expenses	9,897.08	6,843.52	6360.94	3,738.22
Total Expenses	21,608.42	13,814.79	15,111.28	8,212.12
Profit before exceptional items, tax and minority interest	6,360.34	3,846.85	481.85	613.05
Exceptional Item	-	-	2,505.34	(501.66)
Profit before tax and minority interest	6,360.34	3,846.85	2,987.19	111.39
Tax expense	1,666.53	1,029.25	308.73	184.03
Profit/(Loss) for the year	4,693.81	2,817.60	2,678.46	(72.64)
Share of profit of associate	228.50	-	-	-
Net Profit for the year and share of profit of associate	4922.31	2,817.60	2,678.46	(72.64)
Other comprehensive income/(loss), net of tax	76.52	4.93	9.25	(12.39)
Total comprehensive income/(loss) for the year	4,998.83	2,822.53	2,687.71	(85.03)

External Environment & Indian Hospitality Industry

The details of the External Environment & Indian Hospitality Industry and Business Overview are given in the Managements Discussion and Analysis Report.

Key Financial and Operational Highlights:

Standalone performance:

During the financial year 2022-23, the Company earned revenue from operations amounting to Rs. 16,994.62 lakhs as compared to Rs. 7973.90 lakhs in the previous financial year, thus marking an increase of 113.13% over the previous financial year. Total revenues of the Company have increased by Rs. 8,836.47 lakhs over the previous financial year. The Company incurred total comprehensive Income of Rs. 2,822.53 Lakhs during the year ended March 31, 2023 as compared to Rs. (85.03) lakhs in the previous financial year, thus registering an increase of 3419.45% over the previous financial year.

Consolidated/Group performance:

During the financial year 2022-23, the Group earned revenue from operations amounting to Rs. 26,354.88 lakhs as compared to Rs. 13,852.39 lakhs in the previous financial year, thus marking a growth of 90.26% over the previous financial year. The Group generated total comprehensive income of Rs 4,998.83 lakhs during the year ended March 31, 2023 as compared to income of Rs. 2,687.71 lakhs in the previous financial year, thus registering a growth of 85.99% over the previous financial year.

Changes in nature of Business:

During the year under review, there was no change in the nature of Companys business.

Share Capital of the Company and changes thereof:

During the financial year under review, the issued and paid-up share capital of the Company was Rs.2,742.52 Lakhs divided into 27,425,215 equity shares of face value of Rs. 10 per share. In the Financial Year 2022-23 none of the Employees have exercised their Right under the Employee Stock Option Plan.

Appropriations

Dividend and transfers to Reserve:

The Board recommended a dividend of Rs 2 /- per share fully paid Equity Share on 2,74,25,215 Equity Share of face value of Rs. 10/- each, for the year ended March 31, 2023.

Loans, Guarantees or Investments:

Your Company is exempt from the provisions of Section 186 of the Companies Act, 2013 (‘Act) with regard to Loans and Guarantees. Details of Investments made are given in Note No.7, 8 and 14 to the Standalone Financial Statements.

Public Deposits:

In terms of the provisions of Sections 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, the Company had no opening or closing balances of public deposits and during the year under review, the Company has also not accepted any public deposits and as such, no amount of principal or interest was outstanding as on March 31, 2023.

Material Changes and commitments affecting financial position between the end of financial year and date of report:

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

Significant and Material Orders passed by the Regulators or Courts or details of ongoing significant and material Court Cases:

SEBI passed an Interim Order against the treatment of KSDPL as a subsidiary company and had sent notice. Company had filed an appeal before Honourable Securities Appellate Tribunal ("SAT") against the Interim Order Cum Show Cause Notice issued by SEBI and SAT on the hearing held on 09.05.2023 has passed a stay on the order cum show cause notice of SEBI.

The details of significant and material orders passed by the Regulators or Courts or details of ongoing significant and material Court cases has been provided in Note no. 63 of the Notes to Consolidated Financial Statement.

Revision in Financial statements or Boards Report under section 131(1) of the Companies Act, 2013:

In terms of Section 131 of the Companies Act, 2013, the Financial Statements and Boards Report are in compliance with the provisions of Section 129 or Section 134 of the Companies Act, 2013 and that no revision has been made during any of the three preceding financial years.

Management Discussion and Analysis Report:

The Managements Discussion and Analysis Report on Companys performance - industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable, forms part of this Annual Report.

Subsidiaries, Associates and Joint Ventures:

During the year under review no company has become the Subsidiary, Associate or Joint venture of the Company.

Pursuant to Section 129 (3) of the Companies Act, 2013, a statement containing salient features, brief financial details of the Companys subsidiaries for the financial year ended March 31, 2023 and their contribution to the consolidated financials in Form AOC - 1 is appended as Annexure - I to the Boards Report and in consolidated financials forming part of this Report. The annual accounts of the Subsidiary Companies and the related information will be made available to any Member of the Company seeking such information and are available for inspection by any Member of the Company at the Registered Office of the Company.

Pursuant to Section 136 of the Companies Act, 2013, the financial statements of your Company, Consolidated Financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of your Company at the following link: http://www.royalorchidhotels.com/investors

The policy for determining material subsidiaries can be accessed on your Companys website under the link http://www.royalorchidhotels.com/investors

Promoter Group:

The names of the Promoters and entities comprising "group" (and their shareholding) are as follows:

S. Name of Promoter including Persons Acting in Concert No.	Total Shareholding as on March 31, 2023	Percentage of Shareholding
1. Chander Kamal Baljee	1,07,56,595	39.22
2. Sunita Baljee	3,26,260	1.19
3. Sunil Sikka	19,000	0.07
4. Keshav Baljee	0	0
5. Arjun Baljee	0	0
6. Baljees Hotels and Real Estate Private Limited	57,14,689	20.84
7. Hotel Stay Longer Private Limited	2,29,337	0.84
8. Harsha Farms Private Limited	3,97,200	1.45

Particulars of Contracts or Arrangements made with Related Parties under section 188(1) and (2) of the Companies Act, 2013:

In line with the requirements of the Act and the Listing Regulations, your Company has formulated a policy on dealing with Related Party Transactions (‘RPTs) which can be accessed on the Companys website under the link: http://www.royalorchidhotels.com/investors

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

Prior omnibus approval is obtained for RPTs which are of a repetitive nature and entered in the Ordinary Course of Business and are at Arms Length. A statement on RPTs specifying the details of the transactions, pursuant to each omnibus approval granted, has been placed on a quarterly basis for review by the Audit Committee. The particulars of contracts/arrangements with related parties referred to in Section 188(1) and (2) of the Companies Act, 2013, are provided in the prescribed Form AOC - 2, appended as Annexure - II to this Boards Report.

Development in Human Resources and Industrial Relations:

The Company continues to maintain a very cordial and healthy relationship with its workforce across all its units.

The Company is ensuring the best place to work to attract and retain good employees in the Company. The Company continued to strive towards attracting, retaining, training, multiskilling employees. With the increase in workforce due to expansion in business, envisaging the requirement of adequate on-the-job training across the various levels of employees, a major thrust to the training and development of multiskilled certification programmes has been initiated through Presidency college of Hotel Management. Baljee Foundation continues to offer financial support for medical and educational needs of certain category of employees. The Human Resource Team carried out the following programs across the group during the year:

1. Online Hospitality Training Program

2. Food Festivals to make staff experience cuisines of multiple types

3. Plantation drive as an environmental awareness initiative.

4. Many Employees were recognized and rewarded with financial benefits under the service bonus program. It helps in recognizing and rewarding key talent and resulting in quality talent retention.

The disclosure pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (as amended up to date) have been detailed in the Annexure - III to this Boards Report.

Conservation of energy, technology Absorption, Foreign exchange earnings and outgoes:

Your Company is continuously striving towards conservation of energy across all its units and has implemented various Energy Conservation programs and latest technology upgradation measures, your Company also earned foreign currency in Financial Year 2022- 2023, complete details of which has been disclosed in Annexure - IV to this Boards Report.

Particulars of Loans/Guarantees/Investments:

The Company has not given any Inter Corporate loans during the financial year 2022-23, except for the subsidiaries & associate companies amounting to Rs.2702.64 lakhs, which were duly approved under the applicable provisions of the Companies Act, 2013. Particulars relating to Investments have been detailed in the Notes to Financial Statements, forming part of this Annual Report.

Corporate Governance:

Your Company has been practising the principles of good corporate governance. Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") (applicable from December 01, 2015), a detailed report on corporate governance is available as a separate section in this Annual Report.

A certificate of the Company Secretary in whole-time practice regarding compliance with the conditions stipulated in the said clause and the LODR is provided separately as an Annexure - A to the Corporate Governance Report.

Board of Directors and changes thereof during Financial Year 2022 - 2023:

As on March 31, 2023, your Board has following Directors:

S. No. Name	DIN	Category	Designation
1. Mr. C. K. Baljee	00081844	Executive	Chairman & Managing Director
2. Mr. Sunil Sikka	00083032	Non-Executive	Non - Independent Director
3. Mr. Keshav Baljee	00344855	Non-Executive	Non - Independent Director
4. Mr. Naveen Jain*	00051183	Non-Executive	Independent Director
5. Ms. Lilian Jessie Paul**	02864506	Non-Executive	Independent Director
6. Mr. Bhaskar Pramanik	00316650	Non-Executive	Independent Director
7. Mr. Ashutosh Chandra	09766619	Non-Executive	Independent Director
8. Ms. Leena S Pirgal	10042575	Non-Executive	Independent Director

* Tenure ended on October 24, 2022;

** Tenure ended on November 01, 2022.

During the financial year 2022-23 the following changes took place in the Board:

Mr. Naveen Jain was Independent Director of the company whose tenure got over on October 24, 2022.

Mr. Ashutosh Chandra, was appointed as Additional Independent Director w.e.f. October 21, 2022 and the Shareholders of the Company approved his appointment as an Independent Director through postal ballot on February 27, 2023.

Ms. Lilian Jessie Paul was Independent Director of the company whose tenure got over on November 01, 2022.

Ms. Leena S Pirgal, was appointed as Additional Independent Director w.e.f. February 13, 2023 and the Shareholders of the Company approved her appointment as an Independent Director through postal ballot on March 27, 2023.

Committees of the Board:

As on March 31st 2023, your Board has following Statutory Committees:

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders Relationship Committee;

The details of the composition, meetings held during the year, attendance at the meetings and the terms of reference of the above Committees of the Board are provided in the Corporate Governance Report.

Formal Annual evaluation of Board:

Pursuant to section 134 (3) (p) of the Companies Act, 2013 and Rule 8(4) of Companies (Accounts) Rules, 2014, it is mandatory to monitor and review the Board evaluation framework, the Board has carried out peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of the Committees of Board as per the criteria laid down in the Nomination and Remuneration Policy. The said policy including above said criteria for the evaluation of the Board, individual Directors including Independent Directors and the Committees of the Board has been laid down in the Corporate Governance Report, which forms part of this report.

Meetings of the Board held during the Year:

During the year under review, your Board met 5 (Five) times on 30.05.2022, 05.08.2022, 21.10.2022, 09.11.2022 and 13.02.2023. All the Board Meetings were conducted in due compliance with Companies Act, 2013 and the Corporate Governance principles specified in the LODR.

Following are the details of Board Meeting and attendance of directors in the Board Meeting:

S. No. Date	No. of directors entitled to attend the meeting	No. of directors present
1 30.05.2022	6	6
2 05.08.2022	6	6
3 21.10.2022	7	5
4 09.11.2022	5	5
5 13.02.2023	6	6

The details of sitting fees/ remuneration paid to the Directors are disclosed in the Corporate Governance Report.

Board Meetings were conducted in due compliance with Companies Act, 2013 and the Corporate Governance principles specified in the LODR.

Key Managerial Personnel:

The details of KMPs & Management Team of the Company are provided at the cover page of this Annual Report.

Policy on Directors Appointment & Remuneration:

AH the policies pertaining to appointment and remuneration of Directors are available on your Companys website at: http://www. royalorchidhotels.com/investors

Declaration by Independent Directors:

As on March 31, 2023, your Company has following Independent Directors:

1. Mr. Bhaskar Pramanik

2. Mr. Ashutosh Chandra

3. Ms. Leena S Pirgal

In pursuance of Section 149(7) of the Companies Act, 2013, all the three Independent Directors of the Company have submitted, a declaration, under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the LODR, that they meet the criteria of independence.

Familiarisation programme for Independent Directors:

The Company has made a familiarisation programme for the Independent Directors, which has been disclosed on Companys website at www.royalorchidhotels.com/investors

Separate Meeting of Independent Directors and performance evaluation of Board by them:

In due compliance with the provisions of Regulation 25(3) of the LODR, a separate meeting of Independent Directors was held on 21.10.2022, to inter alia consider and discuss the performance of Non-Independent Directors, the Chairman and to assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the Board in order to help the Board to perform its duties.

Audit Committee and its Recommendation(s):

In accordance with Section 177 of the Companies Act, 2013, rules made there under and Regulation 18 of the LODR, the Company has duly constituted the Audit Committee, details of which has been disclosed in the Corporate Governance Report forming part of this Annual Report and all recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee:

In accordance with Section 178 of Companies Act, 2013 read with Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 of LODR, the Company has constituted a Nomination and Remuneration Committee, details of which has been disclosed in the Corporate Governance Report forming part of this Annual Report and also on Companys website at www.royalorchidhotels.com/investors and your Company has also formulated Nomination and Remuneration Policy which is available website of the Company at: https://www. royalorch id hotels. com/investors

Stakeholders Relationship Committee:

In terms of Section 178 of the Companies Act, 2013 read with Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 20 of LODR, the Company has constituted a Stakeholders Relationship Committee (erstwhile Shareholders Grievance Committee), details of which, along with terms of reference, has been disclosed in the Corporate Governance Report forming part of this Annual Report and also on Companys website at

https://www.royalorchidhotels.com/investors

Auditors:

Statutory Auditor

The Shareholders at their 34th AGM held on 9th November, 2020 approved the appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) as the Statutory Auditors of the Company to hold the office from the conclusion of this 34th Annual General Meeting till the conclusion of 39th Annual General Meeting of the Company.

The Auditors Report on the financial statements of the Company for the year ending March 31, 2023 is unmodified i.e. it does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements forming part of this Annual Report.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. G. Shanker Prasad (ACS 6357), Practicing Company Secretary (COP No. 6450) to undertake the Secretarial Audit of the Company for Financial Year 2022- 2023.

There were no qualifications by the Secretarial Auditor in their Secretarial Audit Report in Form MR-3 for the Financial Year ended 31st March 2023 except those as mentioned below which was due to MCA site whose details are given below:

1. Regulation 17(1) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the requirements pertaining to the composition of the Board not complied with the failure to appoint the woman director in time.

The Company had paid the fine amount of Rs. 70,800 (Including GST) to the National Stock Exchange ("NSE") and the Bombay Stock Exchange ("BSE") under Regulation 17(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and company had applied for Waiver of fine on representation that the delay was due to issue in the MCA site i.e. DIN was not getting generated which is required for the appointment of Independent Director.

Therefore, there were a slight delay of few days i.e. 12 Days, due to MCA V3 Portal issues/glitches.

2. Regulation 18(1) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the requirements pertaining to constitution of the audit committee.

The Company had paid the fine amount of Rs. 28,320 (Including GST) to the National Stock Exchange ("NSE") and the Bombay Stock Exchange ("BSE") under Regulation 18(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and company had applied for Waiver of fine on representation that the delay was due to issue in the MCA site i.e. DIN was not getting generated which is required for the appointment of Independent Director.

Therefore, there were a slight delay of few days i.e. 12 Days, due to MCA V3 Portal issues/glitches, with respect to constitution of committee.

3. Regulation 19(1) / 19(2) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the requirements pertaining to constitution of nomination and remuneration committee.

The Company had paid the fine amount of Rs. 28,320 (Including GST) to the National Stock Exchange ("NSE") and the Bombay Stock Exchange ("BSE") under Regulation 19(1)/19(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and company had applied for Waiver of fine on representation that the delay was due to issue in the MCA site i.e. DIN was not getting generated which is required for the appointment of Independent Director.

Therefore, there were a slight delay of few days i.e. 12 Days, due to MCA V3 Portal issues/glitches, with respect to constitution of committee.

4. Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015 were not complied with in that there was one instance of purchase of 425 shares by Mr. Sunil Sikka, Promoter Non-Executive director during the period when trading window was closed.

The Company has reported this incident to the Audit Committee and Explanation received from Mr. Sunil Sikka is that he erroneously missed the closure intimation email sent by the Company and purchased 425 shares on January 02, 2023, after the closure of trading window. The Audit Committee discussed this matter and directed issue of Cautionary Letter, which has been issued by the Compliance Officer of the Company and same has been reported to the stock exchanges on 13-Feb-2023.

The issues faced by the Company along with detailed justification is available at the Waiver Application which is at the website of the Company i.e. www.royalorchidhotels.com/investors.

The aforesaid report is appended as Annexure - V to this Boards Report. The Secretarial Audit Reports of material subsidiaries of the Company are attached as Annexure - VI.

Credit Rating:

The details of the Credit Rating of the Company are given in point no. 10A of the Corporate Governance Report forming part of this Annual Report.

Corporate Social Responsibility:

In accordance with Section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, the provisions of CSR are not applicable to the company. Hence, the disclosure related to CSR are not given in this report.

Sustainability:

In line with the philosophy of ROHL, your Company is committed to following sustainable practices in its operations. The details of the initiatives taken by your Company in this regard are given in Annexure-IV attached to this report.

Business Responsibility Report:

The requirement of Business Responsibility Report under clause (f) of sub-regulation (2) of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 is not applicable to the Company.

Risk Management:

The Company has established an effective Compliance Mechanism to mitigate the risk and will be reviewed by the Board periodically. The Company has adopted Risk Management Policy, pursuant to the provision of Section 134 of the Act, to identify and evaluate business risks and approach for mitigation of such risks. The Company has identified various risks and also has mitigation plans for each risk identified and reviewed periodically.

Insider Trading Regulations:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015 (erstwhile, SEBI (Prohibition of Insider Trading) Regulations, 1992), as amended till date, the Code of Conduct for prevention of Insider Trading and the Code of fair disclosure, as approved by the Board from time to time, are enforced by the Company.

The Company has adopted a Code of Conduct to regulate, monitor and report trading by insiders under the SEBI (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code for practices and procedures for fair disclosure of unpublished price sensitive information and this is made available on the Companys website: https://www.royalorchidhotels.com/investors

The objective of this Code is to protect the interest of Stakeholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, Officers and Designated Employees. The Company also adopts the concept of Closure of Trading Window, to prevent its Directors, Officers, Designated Employees and other employees from trading in the securities of the Company at the time when there is unpublished price sensitive information.

Vigil Mechanism and Whistle Blower Policy:

The Board of Directors of your Company has adopted the Vigil Mechanism and Whistle Blower Policy in compliance with Section 177(9) and (10) of the Companies Act, 2013 and regulations specified under LODR.

The Company has adopted a channel for receiving and redressing of employees complaints. Under this policy, we encourage our employees to report any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in violation of the Companys Code of Business Conduct. Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employees reasonable belief is of the opinion that such conduct or practice have occurred or are occurring. No individual in the Company has been denied access to the Audit Committee or its Chairman.

The Whistle Blower policy can be accessed on your Companys website at the link: https://www.royalorchidhotels.com/investors

The Audit Committee periodically reviews the functioning of this mechanism. This meets the requirement under the said provisions above.

Employees Stock Options:

Employees Stock Options represent a reward system based on overall performance of the individual employee and the Company. It helps the Company to attract, retain and motivate the best available talent. This also encourages employees to align individual performances with those of the Company and promotes increased participation by the employees in the growth of the Company.

During the year under review, pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014 (as amended from time to time), no options were granted to the employees.

Your Company has received a certificate from Practicing Company Secretary that the scheme has been implemented in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014. The certificate was placed at the 36th Annual General Meeting for inspection by Members of the Company.

Details required to be provided under Regulation 13 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on the Companys website at: https://www.royalorchidhotels.com/investors

Directors Responsibility Statement:

Your Companys Directors make the following statement in terms of Section 134(5) of the Companies Act, 2013, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

1. In the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the annual accounts on ‘a going concern basis;

5. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

Internal Financial Controls and their adequacy:

Your Company has an adequate internal controls system, commensurate with the size and nature of its business. The system is supported by documented policies, guidelines and procedures to monitor business and operational performance which are aimed at ensuring business integrity and promoting operational efficiency. The Company also has an Internal Auditor reporting to the Audit Committee. During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

Consolidated Financial Statements:

The Consolidated Financial Statements of the Company and its subsidiaries and associate company prepared in accordance with the Act and applicable Accounting Standards form part of this Annual Report.

For the purpose of preparation of the Consolidated Audited Financial Statements of the Company for the financial year ended March 31, 2023 as per Ind AS, the latest audited financial results of all the subsidiaries and associate company were considered and consolidation was done as per the provisions of Section 129 of the Act.

Annual Return:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web-link: https://www.royalorchidhotels.com/investors

Compliance with secretarial standards on Board Meetings and General Meetings:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

Payment of Listing Fee and Custodial Fee:

Your Company has paid the both, Annual Listing Fee and Annual Custodial Fee for the Financial Year 2022 - 2023, to the National Stock Exchange ("NSE") and the Bombay Stock Exchange ("BSE") and to National Securities and Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) respectively.

Commission or Remuneration received from Holding or subsidiary Companies:

During the year under review, no Commission or Remuneration was paid to the Executive Directors from Holding/Subsidiary Companies.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at its workplace and in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, your Board of Directors has approved and adopted a "Policy on Prevention of Sexual Harassment at Workplace" to provide equal employment opportunity and is committed to provide a work environment that ensures every woman employee is treated with dignity and respect and afforded equitable treatment.

During the year under review the Company has not received any complaints on sexual harassment. The Company has complied with the Information required under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Dematerialisation:

The Companys shares are available for dematerialization with both the Depositories viz., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). About 99.90% of the paid-up equity share capital of the Company has been dematerialized as on 31^st March 2023.

Disclosure of Frauds in the Boards Report under section 143 of the Companies Act, 2013:

During the year under review, your Directors did not observe any contract, arrangement and transaction which could result in a fraud; your Directors hereby take responsibility to ensure you that the Company has not been encountered with any fraud or fraudulent activity during the Financial Year 2022 - 2023.

Policies, Affirmations and Disclosures in line with ROHLs philosophy for adhering to ethical and governance standards and ensure fairness, accountability, responsibility and transparency to all its stakeholders, ROHL inter-alia, has adopted all the applicable policies and codes. The aforesaid policies have been uploaded on the website at: https://www.royalorchidhotels.com/investors

The Details pursuant to Schedule V (A) (2) of SEBI (LODR), 2015 are as follows:

1. The company does not have any Holding Company, hence this disclosure is not applicable.

2. The loans and advances to Subsidiaries along with name and amounts are given in Note no. 45 to the notes to accounts enclosed in the standalone financials.

3. There are no loans and advances given to any Firms / Companies where directors are Interested.

4. The Disclosures in the subsidiary Companies to the aforesaid regulations are available in the accounts of the respective subsidiary companies which are available at the website of the company at the following web-link: https://www.royalorchidhotels.com/investors.

5. Details of transactions with entities belonging to Promoter/ Promoters Group are given in Note no. 45 to the Notes to Accounts enclosed in the standalone financials.

6. The provisions in respect of maintenance of cost records as specified under sub-section (1) of Section 148 of the Act are not applicable to your Company.

7. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

8. During the year under review, no revision was made in the previous financial statements of the Company.

9. During the year under review, the Company has not made any application and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

10. The Company has not defaulted in repayment of any of its loans with Banks or Financial Institutions and hence the requirement of providing details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks / Financial Institutions along with the reasons thereof is not applicable to the Company.

Other Disclosures

1. During the year under review, the Company has not bought its own shares nor has given any loans to its employees (including Key Managerial Personnel) of the Company for purchase of the Companys shares.

2. Your Company provides e-voting facility, to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.

3. Other disclosures with respect to Boards Report as required under the Companies Act, 2013 and the Rules notified thereunder and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 are either NIL or NOT APPLICABLE.

4. Pursuant to clause q under sub-section 3 of section 134 of the Companies Act, 2013, the statutory disclosures required to be given in the Boards Report which are available in the financial statements are not repeated. They may be referred in the financial statements which forms a part of this Annual Report.

Acknowledgments

Your Directors place on record, their deep sense of appreciation to all Employees, support staff, for adopting to the values of the Company, viz., collaborative spirit, unrelenting dedication and expert thinking, to be an expertise led organization and the Companys Customers for letting us deliver the Companys Mission statement, to help the businesses and societies flourish. The Board also immensely thank all the Shareholders, Investors, Vendors, Service Providers, Bankers and all other Stakeholders for their continued and consistent support to the Company during the year.

Your Directors would like to make a special mention of the support extended by the various Banks, Departments of Government of India, the State Governments, the Tax Authorities, the Ministry of Commerce, Ministry of Tourism, Government of India, Karnataka State Tourism Development Corporation (KSTDC), Ministry of Corporate Affairs, Ministry of Finance, SEBI, NSE and BSE and others and look forward to their continued support in all future endeavors.

For and on behalf of the Board of Directors of Royal Orchid Hotels Limited

	Chander K. Baljee
Place: Bangalore	Chairman & Managing Director
Date: 07/08/2023	(DIN: 00081844)

G. SHANKER PRASAD ACS ACMA PRACTISING COMPANY SECRETARY

#10, AGs Colony, Anandnagar, Bangalore - 560024 Tel: 080 42146796 E-mail: gsp@graplind.com