Royal Orchid Hotels Ltd Directors Report.

Dear Members,

The Board of Directors of your Company, with immense pleasure, present the Thirty Fifth Annual Report of your Company along with the Audited Balance Sheet, Statement of Profit and Loss, Statement of changehs in equity and Cash Flow Statement (Standalone and Consolidated), Schedules and Notes to Accounts for the year ended March 31,2021.

Financial Performance

The Companys financial performance, for the financial year ended March 31, 2021 on standalone and consolidated basis is summarized below:

(Rs. in Lakhs)

Particulars

As on March 31,2021

As on March 31,2020

Consolidated Standalone Consolidated Standalone
Revenue from operations 8,085.00 4,782.41 20,503.28 11,483.91
Other Income 798.91 557.20 1,470.53 717.21
Total revenues 8,883.91 5,339.61 21,973.81 12,201.12
Food and Beverages Consumed 1,313.41 963.40 2,465.15 1,395.09
Employee Benefit Expenses 2,589.58 1,190.27 5,416.37 2,529.92
Finance Costs 1,633.63 857.22 1,564.08 767.03
Depreciation 1,928.96 873.60 1,898.73 827.75
Other Expenses 5,292.03 2,998.27 9,559.81 5,389.28
Total Expenses 12,757.61 6,882.76 20,904.14 10,909.07
Profit before exceptional items, tax and minorityinterest (3,873.70) (1,543.15) 1069.67 1,292.05
Exceptional Item (728.05) (2,353.15) - -
Profit before tax and minority interest (4,601.75) (3,896.30) 1069.67 1,292.05
Tax expense (600.41) (441.31) 561.91 380.64
Profit/(Loss) for the year (4,001.34) (3,454.99) 507.76 911.41
Other comprehensive income/(loss), net of tax 9.63 (1.26) 50.50 22.77
Total comprehensive income/(loss) for the year (3,991.71) (3,456.25) 558.26 934.18

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 2020-21, the Company earned revenue from operations amounting to Rs.4,782.41 lakhs as compared to Rs.11,483.91 lakhs in the previous financial year, thus marking a decline of 58.36% over the previous financial year. Total revenues of the Company have decreased by Rs. 6701.5 over the previous financial year. The Company generated total comprehensive income of Rs (3,456.25) Lakhs during the year ended March 31,2021 as compared to Rs. 934.18 lakhs in the previous financial year, thus registering a decline of 469.98% over the previous financial year.

Consolidated/Group performance:

During the financial year 2020-21, the Group earned revenue from operations amounting to Rs. 8,085.00 lakhs as compared to Rs. 20,503.28 lakhs in the previous financial year, thus marking a de-growth of 60.57 % over the previous financial year. Total revenues of the Group have decreased by 59.57 % over the previous financial year. The Group generated total comprehensive income of Rs (3,991.71) lakhs during the year ended March 31,2021 as compared to income of Rs. 558.26 lakhs in the previous financial year, thus registering a decline of 815.03% over the previous financial year.

During the current year, the management has carried out an impairment evaluation of assets made in subsidiaries on account of the losses being incurred by the subsidiaries. This evaluation resulted in an impairment loss of ? 603.05 lakhs being recognised in the Statement of Profit and Loss which has been disclosed as an exceptional item.

The impact of covid is given in Note No 2 d to the notes to accounts.

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 there of 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 facevalue of Rs. 10 per share. In the Financial Year 2020-21 none of the Employees have exercised their Right under the Employee Stock Option Plan.

Your Company has received a certificate from the Statutory Auditors of the Company that the scheme has been implemented in accordance with SEBI (Share BasedEmployee Benefits) Regulations, 2014. The certificate was placed at the 34th Annual General Meeting for inspection by Members of the Company.

Appropriations

Dividend and transfers to Reserve

The Board of Directors has decided to not to transfer any amount to reserves for the Financial Year 2020-21 in the statement of profit and loss.

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 the Note No.4 to the Financial Statements.

Public Deposits

In terms of the provisions of Sections 73 and 74 of theCompanies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, the Company had no opening orclosing 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 wasoutstanding as on March 31,2021.

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

The impact of covid is given in Note No 2 d to the consolidated notes to accounts .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.

Revision in Financial statements or Boards Report undersection 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 31,2021 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.rovalorchidhotels.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) as defined under the Competition Act, 2002 for the purposes of Section 3(1 )(e)(i) of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 include the following:

S. No. Name of Promoter including Persons Acting in Concert Total Shareholding as on March 31,2021 Percentage of Shareholding
1. Mr. Chander K Baljee 1,19,58,131 43.6
2. Mrs. Sunita Baljee 2,26,260 0.83
3. Mr. Keshav Baljee 9,03,424 3.29
4. Mr. Sunil Sikka 6975 0.03
5. Baljees Hotels and Real Estates Private Limited 57,14,689 20.84
6. Hotel Stay Longer Private Limited 2,29,337 0.84

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/Images/factsheet/Policy-Related-party-transaction.pdf. 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 developmentof 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 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 conservationof energy across all its units and has implemented various Energy Conservation programs and latest technology up gradation measures, your Company also earned foreign currency in Financial Year 2020- 2021, complete details of which has been disclosed in Annexure — IV to this BoardsReport.

Particulars of Loans/Guarantees/Investments

The Company has not given any Inter Corporate loans during the financial year 2020-21, except for the subsidiaries amounting to Rs.3052.30 lakhs, which were duly approved under the applicable provisions of the Companies Act, 2013. Particulars relating to Investments have been detailed in theNotes 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 ExchangeBoard 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 AnnualReport.

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

Board of Directors and changes thereof during Financial Year 2020 - 2021

As on March 31,2021, 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 Dr. Vivek Mansingh 06903079 Non-Executive Independent Director
6 Mr. Naveen Jain 00051183 Non-Executive Independent Director
7 Ms. Lilian Jessie Paul 02864506 Non-Executive Independent Director

During the financial year 2020-21 the following changes took place in the Board:

Mr. Sunil Sikka, Director of the Company, retired by rotation and was re-appointed as Director at the AGM dated 09th November 2020. Further at the aforesaid AGM Mrs. Lilian Jessie Paul was re-appointed as an Independent Director & Mr Keshav Baljee was appointed as a director

Committees of the Board

As on March 31st 2021, 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 and attendance of the meetings and the terms of reference of the above Committees of the Board areprovided 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, Remuneration and Evaluation policy. The said policy including above said criteria for the evaluation of the Board, individual directors including independent directors and the committee of the board has been laid down in the Corporate Governance Report, which form part of this report.

Meetings of the Board held during the Year

During the year under review, your Board met 4 (Four) times on 27.07.2020; 14.09.2020; 12.11.2020*** and 12.02.2021, all the Board Meetings were conducted in due compliance with Companies Act, 2013 and the Corporate Governance principles specified in the LODR.

*** The Board Meeting of November 12, 2020 was adjourned and concluded on November 13, 2020.

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.

Declaration by Independent Directors

As on March 31,2021, your Company has following Independent Directors:

1. Dr. Vivek Mansingh

2. Mr. Naveen Jain

3. Ms. Lilian Jessie Paul

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 theIndependent Directors, which has been disclosed onCompanys 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) ofthe LODR, a separate meeting of Independent Directors was held in the previous calendar year 2020-21, 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 and the listed entity and the Board in order to help 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, theCompany 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 Royal Orchid Nomination and Remuneration Policy, extracts of which are hereunder:

1. The Nomination and Remuneration Committeeshall identify potential candidates who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal.

2. The Nomination and Remuneration Committeeshall formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend tothe Board a policy, relating to the remunerationfor the directors, key managerial personnel and other Employees.

3. The Nomination and Remuneration Committeeshall, while formulating the policy ensure that-

a. The level and composition of remuneration is reasonable andsufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. Remuneration to Directors, key managerial personnel and senior management 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, provided that such policy shall bedisclosed in the Boards Report.

4. Recommend nominees to various committees of the Board.

5. Approve and make recommendations to the Board of Directors in respect of Directors fees, salary structure and actual compensation (inclusive of performance based incentives and benefits) of the Executive Directors, including the Managing Director;

6. Recommending remuneration for Non-Executive Directors.

7. Ensuring that appropriate procedures are in placeto assess Boards effectiveness and shall carry outevaluation of every Directors performance.

8. Developing an annual evaluation process of the Board and its Committees.

9. Assist the Board of Directors in ensuring that affordable, fair and effective compensation philosophy and policies are implemented;

10. Review and approve the compensation andEmployee Stock Option Plan (“ESOP") to be granted to senior executives, requiring approval from the Board of Directors;

11. Review and approve the changes in terms and conditions of the ESOP;

12. Review and approve the overall budgetary increment proposals for annual increase of compensation and benefits for the Employees;

13. Criteria for selection and appointment of Non- Executive Directors; and

14. Review and approve any disclosures in the annual report or elsewhere in respect of compensation policies or Directors compensation.

15. Devising a policy on diversity of board of directors;

16. Whether to extend or continue the term of appointment of the independent director, on thebasis of the report of performance evaluation ofindependent directors;

17. Recommend to the board, all remuneration, in whatever form, payable to senior management.

18. The Policy for making payment to Non-Executive Directors is available on the website of the Company at the following link.http://www.royalorchidhotels.com/investors.

Stakeholders Relationship Committee

In terms of Section 178 of the Companies Act, 2013 read withRule 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 www.royalorchidhotels.com/investors.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the CompaniesAct, 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 undertakethe Secretarial Audit of the Company for Financial Year 2020- 2021.

There were no qualifications by the Auditor in their Secretarial Audit Report in Form MR-3 for the Financial Year ended 31 March 2021 which is appended as Annexure - V to this Boards Report.

Corporate social Responsibility

Your Company has always been committed to Corporate Social Responsibility (“CSR") and it is one of our commitments to the society. The details of the CSR activities of the Company are enclosed in Annexure - VI.

In accordance with Section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, the Company has dissolved its Corporate Social Responsibility Committee as in accordance with the Amended Rules, and the Company has also adopted a Corporate Social Responsibility Policy (Royal Orchid Corporate Social Responsibility Policy) in this respect, extracts of which are on the website of the Company at the following link http://www. royalorchidhotels.com/investors/

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 Codeof 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 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.

Statutory Auditors

M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) was appointed as the Statutory Auditors of the Company and to hold the office from the conclusion of this 34th Annual General Meeting held in the year 2020 till the conclusion of 39th Annual General Meeting of the Company going to be held in year 2025.

Cost Audit

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

Explanations or Comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the statutory and secretarial Auditors

There were no qualifications or adverse remark by either of the Auditors in their respective Reports.

Litigation

1. The Company has been named as a defendant in two civil suits on small portion of land taken on lease for the operation of the Hotel Royal Orchid Regenta, Bangalore, which are adjacent to the hotel premises. One of the civil suit has been settled in favour of the Company, against which an appeal before the High Court of Karnataka, is pending and the other matter has been dismissed and company has filing the Appeal (RFA) before the High Court of Karnataka.

2. The Company has been named as a defendant in a suit filed in mid 2008 by Kamat Hotels (India) Limited (the plaintiff or “Kamat Hotels") with Bombay High Court restraining the alleged use of the trademark of the Company and a relief of a permanent injunction restraining the Company from using the trademark Orchid. The Company had filed an application seeking an interim injunction while the above proceedings are pending. The Bombay High Court vide its interim order dated 05 April 2011, has allowed the Company to continue to operate its current hotels as on that date but has restrained the Company from opening new hotels under the said brand. However, the Division bench of the Bombay High Court vide its order dated 06 May 2011 has partially stayed operation of the said Order and allowed opening of one of Companys then proposed hotels in Vadodara under the Royal Orchid brand. The above case is pending for adjudication.

3. During the prior years, a Subsidiary Company had received an Order from Office of the Commissioner of Customs (Export) imposing differential duties and penalties amounting to Rs. 323.36 lakh plus applicable interests for certain alleged violations of the Export Promotion Capital Goods Scheme. The Subsidiary Company has filed an appeal before the Customs, Excise and Service Tax Appellate Tribunal (CESTAT), Mumbai and an unconditional stay in the matter is granted till the disposal of the appeal. Based on a detailed evaluation and independent advise obtained, the management believes that the case will be settled in its favour. Accordingly, these financial statements do not include adjustments, if any, on the above account.

4. The Company received tax demand including interest, from the Indian tax authorities for payment of ? 504.99 lakhs (31 March 2020: ? 426.20 lakhs) for financial years 2008-09, 2010-11 and 2017-18 arising on denial of certain expenditures and disallowances made under section 14A for exempt incomes, upon completion of tax assessment for the financial years 2008-09, 2010-11 and 2017-18. The Companys appeal against the said demands were allowed partially in favour of the Company. Currently, the matter for 2008-09 and 2010-11 financial years are pending before the Income Tax Appellate Tribunal (ITAT) for hearing. And for 2017-18 financial year the hearing is pending before Commissioner of Income Tax (Appeals) [CIT(A)].

The Company is contesting all the above demands and the management believes that the final outcome of all the disputes would be in favour of the Company and will not have any material adverse effect on the financial position and results of operations.

Details of significant and material orders passed by the regulators/ courts/ tribunals impacting the going concern status and the Companys operations in future.

There were no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

Internal Financial Control systems

The Company has adequate system of internal controls, which ensures that all the transactions are authorised, recorded and reported correctly and assets are safeguardedand protected against loss from unauthorized use or disposition.

The Company has appointed an Internal Auditor Mr. Bidyut Bhattacharya who along with his team conducts the Internal Audit of the Company and reports directly to the Chairman of the Audit committee.

The Company also has an Audit Committee comprising of 3(Three) professionally qualified Independent Directors, who interact with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference. This Committee mainly deals with accounting matters, financial reporting and internal controls.

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 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: http://www.royalorchidhotels.com/investors.

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

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, 2021, 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 31,2021 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; and

6. The Directors have devised proper system to ensure compliances with the provisions of all applicable laws and that such systems are adequate and operating effectively.

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/

Compliance with secretarial standards on Board Meetingsand 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 2020 — 2021, 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., NSDL and CDSL. About 99.90% of the paid-up equity share capital of the Company has been dematerialized as on March 31,2021.

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

During the year under review, your Directors do 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 2020 - 2021.

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 of 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. 4 A to the notes to accounts enclosed in the Annual Report.

3. There are no loans and advances given to any Associate Companies.

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

5. 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.rovalorchidhotels.com/investors .

6. Details of transactions with entities belonging to Promoter/ Promoters Group are given in Note No 40 to the Notes to Accounts.

Other Disclosures

1. During the year under review, the Company has notbought its own shares nor has given any loans to its employees (including Key Managerial Personnel) of the Company for purchase of the Company 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 theCompanies (Management and Administration) Amendment Rules, 2015.

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 endeavours.

For and on behalf of the Board of Directors of Royal orchid Hotels Limited
Chander K. Baljee
Place : Bengaluru Chairman & Managing Director
Date : 21 -05-2021 (DIN:00081844)