Viceroy Hotels Ltd Management Discussions.

FORWARD LOOKING STATEMENT

The report contains forward-looking statements, identified by words like ‘plans, ‘expects, ‘will, ‘anticipates, ‘believes, ‘intends, ‘projects, ‘estimates and so on. All statements that address expectations or projections about the future, but not limited to the Companys strategy for growth, product development, market position, expenditures and financial results, are forward-looking statements. Since these are based on certain assumptions and expectations of future events, the Company cannot guarantee that these are accurate or will be realised. The Companys actual results, performance or achievements could thus differ from those projected in any forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any such statements on the basis of subsequent developments, information or events. The Company disclaims any obligation to update these forward-looking statements, except as may be required by law.

INDIA: THE YEAR IN REVIEW

India continued to build its lead as one of the fastest growing large economies in the world during FY 2018-19. Recent estimates as per the Central Statistical Office pegged GDP growth for FY 2018-19 at 7% led by government expenditure on roads and affordable housing, strong gross capital formation and improved exports. A moderate, but resilient private consumption and steady construction activity remain enablers to this growth (Source: Monetary Policy Committee of RBI, April 2019). Domestic consumption is expected to grow into a $6 trillion opportunity by 2030 (Source: WEF Future of Consumption in Fast-Growth Consumer Markets: India, January 2019). Healthy savings by Indian households (22% of their income), higher proportion of young, working population and policy reforms are the long term drivers for Indias Economic growth in future.

Inflation, as measured by the Consumer Price Index (CPI), remained modest for major part of the year owing to benign food inflation (forms ~46% of CPI). The soft food inflation appears to be structural in nature given the increased agricultural productivity in India. Wholesale Price Index (WPI) inflation too remained in low single digits in FY 2018-19 on account of marginal increase in fuel prices. Weak inflation propelled the Reserve Bank of India (RBI) to go back to its ‘neutral stance from ‘calibrated tightening (briefly adopted between October and December 2018). The apex bank announced a 25 basis points cut in repo rate in its last policy of the financial year, in a bid to improve economic growth, as well as inflation. The Government of India adopted prudent policies and hence has managed to keep fiscal deficit in a narrow band during the year. This metric is pegged at 3.4%, slightly higher than the targeted level of 3.3%. The Indian Rupee (INR) remained weak for most part of the year and hit an all-time low of Rs.74.48 against the US Dollar (USD) due to higher oil prices, improving US yields, weak domestic fundamentals and outflows from domestic markets.

ADVANTAGES OF INDIAN ECONOMY

Indias economy will most likely be powered by private consumption, investments and exports in future. Private consumption: Softer interest rates, improving farm realizations and higher disposable incomes will enable this metric.

Investments: Overall investments rebounded in FY 2018-19 with fixed investments growing 12.2%, up from 7.6% in FY 2017-18. Moreover, the investment ratio (investment/GDP) is estimated to have surged to 32.9% after being range bound at 30-31% in the past four to five years.

Exports: Indias exports grew at a healthy pace in FY 2018-19, albeit on a low base. The primary factors propelling Indias exports during the year under review were the easing constraints posed by Goods and Services Tax (GST) implementation, improved manufacturing and tailwinds of 2017 global trade revival.

GLOBAL ECONOMY: THE YEAR IN REVIEW

Rising trade tensions between the US and China; financial tightening amid normalisation of monetary policies in larger advanced economies; tighter credit policies in China; volatile crude oil prices and moderating industrial production resulted in a slow-down of global economic activity notably in the second half of 2018. Amongst the advanced economies, the United States economy grew by 2.9% as per 2018 estimates, higher than the previous two years. Growth in the United Kingdom moderated from 1.7% in 2017 to 1.3% in 2018 mainly due to the uncertainty of its exit from the European Union (Source: World Bank Report on Global Economic Prospects, January 2019).

THE TRAVEL & TOURISM GLOBAL SCENARIO

Growing international awareness, the desire to travel, improving flight connectivity and expanding disposable income continue to positively impact travel and tourism. The Travel & Tourism industry generated US$ 8.3 trillion or 10.4% of global GDP in 2017. This reflects 8.6% growth over 2016 and is anticipated to further grow steadily through 2018.

Travel and tourism globally is a key driver of employment. The industry generated 313 million jobs of total global employment. This contribution is anticipated to grow to 413 million jobs by 2028 and represent 11.6% of total employment.

INDIAN HOSPTALITY AND TOURISM INDUSTRY

Travel and tourism industry contributed 9.2% to Indias GDP and registered a growth of 6.7% in 2018 (Source: WTTC). The industry supported 43 million jobs in the country (8.1% of total employment). India offers a diverse portfolio of niche tourism products, including cruises; adventure medical; wellness; sports; meetings incentives, conventions and exhibitions (MICE) eco-tourism; films; rural and religious tourism. The country has been recognised as a destination for spiritual tourism for domestic and international tourists. Besides, the introduction of a new category of visa—the medical visa or M visa—is expected to encourage medical tourism in India.

Total contribution by travel and tourism sector to Indias GDP is expected to increase from Rs 15.24 trillion (US$ 234.03 billion) in 2018to Rs 32.05 trillion (US$ 492.21 billion) by 2028.

India was ranked 7th among 184 countries in terms of travel & tourisms total contribution to GDP in 2017. Travel and tourism is the third largest foreign exchange earner for India. During 2018, FEEs from tourism increased 4.70 per cent year- on-year to US$ 28.59 billion. Foreign Tourist Arrivals (FTAs) increased 5.20 per cent year-on-year to 10.56 million in the same period.

During 2018, arrivals through e-tourist visa increased 39.60 per cent year-on-year to 2.37 million. During January 2019, arrivals throughe-tourist visa increased by 21.10 per cent year-on-year to 0.29 million.

It is estimated that 81.1 million people are employed in the tourism sector in India which was 12.38 per cent of total employment in the country. The Government of India has set a target of 20 million foreign tourist arrivals (FTAs) by 2020 and double the foreign exchange earnings as well.

In September 2018, the Indian government launched the ‘Incredible India Mobile App to assist the traveller to India and showcase major experiences for travelling. The Government of India is working to achieve one per cent share in worlds international tourist arrivals by 2020 and two per cent share by 2025.

In October 2018, Statue of Sardar Vallabhbhai Patel, also known as ‘Statue of Unity, was inaugurated as a tourist attraction. It is the tallest statue in the World standing at a height of 182 metre. It is expected to boost the tourism sector in the country and put India on the world tourism map.

The Government has also been making serious efforts to boost investments in tourism sector. In the hotel and tourism sector, 100 per cent FDI is allowed through the automatic route. A five-year tax holiday has been offered for 2, 3 and 4 star category hotels located around UNESCO World Heritage sites (except Delhi and Mumbai).

Total FDI received by Indian hotel & tourism sector was US$ 12 billion between April 2000 and December 2018. India is a large market for travel and tourism. It offers a diverse portfolio of niche tourism products - cruises, adventure, medical, wellness, sports, MICE, ecotourism, film, rural and religious tourism. India has been recognized as a destination for spiritual tourism for domestic and international tourists.

• Focus on improving infrastructure, including airports, roads and rail connectivity across the country

• Positive amendments to Coastal Regulation Zones Rules are expected to facilitate development of beach resorts across the coastline

• Digitization of services, including payment mechanisms

• E-visas offered to nationals of 166 countries is expected to increase foreign travellers

• New avenues of funding Real Estate and Hospitality assets through institutional equity by way of listing Real Estate Investment Trusts (REIT) and Initial Public Offers (IPOs) of certain hospitality companies

• Introduction of the Insolvency and Bankruptcy Code (IBC) to resolve insolvencies efficiently, which in turn gives rise to opportunities for expansion.

The industrys concern however, are high GST rates, which at 28% for room tariffs above Rs.7,500 are amongst the highest in South East Asia positioning the country as an expensive destination in comparison with regional peers. Further, the recent turmoil within the airline industry in India leading to a decline in flights has impacted travel, notwithstanding the high demand for air travel.

FINANCIAL PERFORMANCE OF THE COMPANY:

The Company operate only in single segment i.e., Business of Hoteliers.

The Companys standalone operating Income has decreased by 13.97 % to Rs.88.53 crores from Rs. 100.90 crores in the previous year.

The turnover of the company has increased by 5.08 % to Rs.88.08 crores from Rs. 83.82 crores in the previous year.

During the Financial Year under the review, the Companys consolidated total income from aggregated Rs. 125.51 Crores. The Companys consolidated profit before taxes aggregated to Rs. (13.78) Crores. The Companys consolidated profit after taxes aggregated to Rs. (15.75) Crores.

RISKS AND CONCERNS Economic Risk

The companys performance is highly reliant on the growth of business and economy in the country. The subdued economic growth in the country may have severe affect on the companys business. The expected green shoots of recovery, the Company does not expect to be significantly affected by this risk.

Occupancy Risk

The profitability of the Company is dependent on occupancy rate. This might be the major risk and affect the Companys profitability.

Project Implementation Risk

Your Company may be impacted by delays in implementation of projects which would result in increasing project cost and loss of potential revenue. To mitigate this risk, the Company has in place an experienced project team supported by the leading external technical consultants. The Company will endeavor to complete its projects on time at optimal cost so as to maximize the profitability.

Human Resource Risk

One of the greatest challenges plaguing the hospitality industry is the unavailability of quality workforce in different skill levels. The hospitality industry has failed to retain good professionals. Retention of the workforce through training and development in the hotel industry is a problem and attrition levels are too high. One of the reasons for this is unattractive wage packages.

Opportunities:

The concept of sharing goes to the heart of the evolving customer experience. Sharing find expression in different ways that Hospitality companies may leverage for competitive advantage by providing more mobile application based services to customers, encouraging direct feedback from guest, to maintain the balance between demand and supply i.e. providing the services of what market requires, incorporating data collection into strategic planning, empower the employee by developing their ability to deliver personalized customer experience, training them and by rewarding them and engage them in all strategic pain point

Cautionary Statement

The report contains certain statements that include forward looking statements based on current expectations, beliefs or assumptions about future events that are subject to a number of risks and uncertainties. However, Actual results may differ materially from those expected due to various external factors. However readers are advised not to rely upon these forward looking statements which do not guarantee future performance and are subject to a number of risks and uncertainties. This report should be read in conjunction with the financial statements included herein and the notes thereto.

REPORT ON CORPORATE GOVERNANCE

COMPANYS PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

Your Company has been following fair, transparent and ethical governance practices and believes it to be essential for enhancing long-term shareholder value and retaining invest or trust. The Company believes that the policies and practices should be ethical and sustainable while being competitive.

Your Company believes that Corporate Governance is about best practices of business to be imbibed into the culture of the organization and complying with value systems, ethical business practices, laws and regulations to achieve the main objectives of the Company.

At Viceroy Hotels Limited, the focus is on its core strengths, value systems, hardworking and strategic moves to be in the leading edge of new technology. It also strives to be ahead of competition by taking all the risk assessments well in advance to mitigate the same.

Name of the Director and DIN Category and Designation Board Meetings attended during the year Attended AGM held on 29.09.2016 No. of directorships held in other Indian public limited

No. of Committee positions held in other companies

Number of shares held in the company
Chairman Member
Mr.P. Prabhakar Reddy DIN:01442233 Chair man and Managing Director - Executive Director (Promoter) 5 No 01 Nil 02 10,93,124
Mr. P. Chakradhar Reddy DIN:01425681 Non Executive Director (Promoter) Nil No Nil Nil Nil 27,89,351
Mrs.P. Kameswari DIN : 01587727 Non Executive Director (Promoter) 2 No 01 Nil 02 19,75,643
Mr. Devraj Govind Raj DIN:07526450 Non Executive Director (Independent) 5 No Nil Nil 02 Nil
Mr. Katragadda Rajesh (from 13.03.2017 upto 25/04/2018) DIN:02727491 Non Executive Director (Independent) 0 No 03 Nil Nil Nil

A report on Corporate Governance is set out in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (Collectively referred as SEBI (LODR) Regulations).

In terms of Section 17 of the Code, on commencement of the Corporate Insolvency Resolution Process (CIRP), the powers of the Board of Directors of VHL stands suspended and the same are being exercised by Mr. Karuchola Koteswara Rao, Resolution Professional. The management of the affairs of VHL has been vested with Mr. Karuchola Koteswara Raoand as per Securities and Exchange Board of India Notification dated 31 May, 2018 on SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2018, The provisions as specified in regulations 17, 18, 19, 20 and 21 shall not be applicable during the insolvency resolution process under the Insolvency and Bankruptcy Code, 2016 (IBC).

I. BOARD OF DIRECTORS (RP)

In terms of Section 17 of the Code, on commencement of the Corporate Insolvency Resolution Process (CIRP), the powers of the Board of Directors of VHL stands suspended and the same are being exercised by Mr. Karuchola Koteswara Rao, Resolution Professional. The management of the affairs of VHL has been vested with Mr. Karuchola Koteswara Rao.

As per Securities and Exchange Board of India Notification dated 31 May, 2018 on SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2018, The provisions as specified in regulations 17 shall not be applicable during the insolvency resolution process under the Insolvency and Bankruptcy Code, 2016 (IBC).

Composition of the Board

i. As on March 31,2019, the suspended Viceroys Board consists of 3 Members of whom 1 (One) is Independent Director.

ii. There are no pecuniary relationships or transactions with Independent Non-Executive Directors except for sitting fees paid for attending Board and other Committee Meetings.

iii. The Board of Directors (RP) met Five (5) times during the financial year 2018-19. These were held on 28.05.2018 adjourned to 30.05.2018, 13.08.2018, 14.11.2018, 13.02.2019, and 27.03.2019 and the maximum gap between any two meetings did not exceed 120 days.

iv. None of the Directors on the board is a member in more than 10 committees or Chairman in more than 5 committees, across all the companies in which he is a director.

v. None of the Directors serves as an independent Director in more than seven Listed Companies.

vi. The names and categories of Directors on the Board, their attendance at the Board Meeting and at the Annual General Meeting and details of other directorships, committee chairmanships/memberships held by the Directors in other committees during the year are as follows:

Committee positions only of the Audit Committee and the Stakeholders Relationship Committee in Public Companies has been disclosed. Memberships of the Directors in various committees are within permissible limits of Companies Act, 2013 and SEBI (LODR) Regulations, 2015

Relationship of Directors with Other Directors:

Mr. P. Prabhakar Reddy, Chairman and Managing Director of the Company and Mrs. P. Kameswari, Director of the Company are related being husband and wife. Mr. P. Chakradhar Reddy, Director of the Company is the son of Mr. P.Prabhakar Reddy, Chairman and Managing Director of the Company and Mrs. P. Kameswari, Director and therefore is related to them. Except these, no Director is related to any other director on the Board.

INDEPENDENT DIRECTORS MEETING

The Independent Directors (ID) met on 30.05.2017 without the presence of Non-Independent Directors and members of the Management. At this meeting, the IDs inter alia evaluated the performance of the Non-Independent Directors and the Board of Directors as a whole, evaluated the performance of the Chairman of the Board and discussed aspects relating to the quality, quantity and timeliness of the flow of information between the Company, the Management and the Board.

II. BOARD COMMITTEES AUDIT COMMITTEE

Composition, meetings and the attendance during the year:

As per Securities and Exchange Board of India Notification dated 31 May, 2018 on SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2018, The provisions as specified in regulation 18 shall not be applicable during the insolvency resolution process period in respect of a listed entity which is undergoing corporate insolvency resolution process under the Insolvency and Bankruptcy Code, 2016 (IBC) so as per the circular the composition of the Audit committee is in accordance with the requirements of the Regulation under Securities and

VICEROY

Exchange Board of India (Listing Obligation and Disclosure Regulations) 2015 and also Section 177 of the Companies Act, 2013 and Rule 6 and 7 of Companies (Meetings of Board and its Powers) Rules, 2014 shall be fulfilled by Resolution Professional and powers of the Board of Directors stand suspended.

As per the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2018, dated 31st May, 2019 the role and responsibilities of Audit Committee after the Commencement of Corporate Insolvency Resolution Process (CIRP) shall be fulfilled by Resolution Professional in accordance with sections 17 and 23 of Insolvency and Bankruptcy Code 2016.

During the year under review, 4 (four) meetings of the committee were held on 28.05.2018 adjourned to 30.05.2018, 13.08.2018, 14.11.2018 and 13.02.2019.

The composition of the committee during the year as well as the particulars of the attendance at the committee meeting during the year is given below:

Name Designation in the committee Category of Directorship No. of meetings attended
Mr. Devraj Govind Raj Member Non Executive Director (Independent) 4
Mr. P. Prabhakar Reddy Member Executive Director 4
Mrs. P. kameswari Member Non Executive Director 1

Terms of Reference-

The terms of reference of the Audit Committee are as per the guidelines set out in the Listing Regulations entered into with Stock Exchanges read with Section 177 of the Companies Act, 2013 and includes such other functions as may be assigned to it by the Board (RP) from time to time.

Powers of the Audit Committee Includes:

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

Role of the Audit Committee includes:

1. Overview of Companys financial reporting process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of auditors and fixation of audit fee.

3. Approval of payment to statutory auditors for any other services rendered by them.

4. Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

i) Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013.

ii) Changes, if any, in accounting policies and practices and reasons for the same.

iii) Major accounting entries involving estimates based on the exercise of judgment by management.

iv) Significant adjustments made in the financial statements arising out of audit findings.

v) Compliance with listing and other legal requirements relating to financial statements.

vi) Disclosure of any related party transactions.

vii) Review of draft Auditors Report, in particular qualifications / remarks / observations made by the Auditors on the financial statements.

viii) Management Discussion and Analysis of financial conditions and result of operations.

5. Review of Statement of significant related party transactions submitted by the management.

6. Review of management letters/letters of internal control weaknesses issued by the statutory auditors.

7. Review of internal audit reports relating to internal control weaknesses.

8. Review of appointment, removal and terms of remuneration of the Chief Internal Auditor.

9. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.

10. Review of the financial statements of subsidiary Companies.

11. Review and monitor the auditors independence and performance and effectiveness of audit process.

12. Approval or any subsequent modification of transactions of the company with related parties.

13. Scrutiny of inter-corporate loans and investments.

14. Valuation of undertakings or assets of the Company, wherever it is necessary.

15. Evaluation of internal financial controls and risk management systems.

16. To look into the reasons for substantial defaults in the payment to the shareholders (in case of non-payment of declared dividends) and creditors.

17. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue and making appropriate recommendations to the Board to take up steps in this matter.

18. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

19. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

20. Discussion with internal auditors of any significant findings and follow up there on.

21. Reviewing the risk management policies, practices and the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

22. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as postaudit discussion to ascertain any area of concern.

23. To review the functioning of the Whistle Blower Mechanism.

24. Approval of appointment / reappointment / remuneration of CFO (or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background etc. of the candidate.

25. Carrying out any other function as may be mentioned in the terms of reference of the Audit Committee.

26. Quarterly statements of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

27. Annual statements of funds utilized for purposes other than those stated in the offer document/ prospectus/notice in terms of Regulation 32(7).

Nomination and Remuneration Committee

The Nomination and Remuneration Committee (NR Committee) of the Company is constituted in line with the provisions of Regulation 19 of SEBI LODR Regulations Listing Agreement entered into with the stock exchanges read with Section 178 of the Companies Act, 2013.

The role and responsibilities of the Committees after the Commencement of Corporate Insolvency Resolution Process

(CIRP) shall be fulfilled by Resolution Professional and powers of the Board of Directors stand suspended.

During the financial year 2018-19had no meeting conducted.

Terms of reference:

The terms of reference of the Nomination and Remuneration Committee are as under:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key Managerial Personnel and other employees.

2. Formulation of criteria for evaluation of Independent Directors and the Board.

3. Devising a policy on Board diversity.

4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

5. To recommend/review remuneration of Key Managerial Personnel based on their performance and defined assessment criteria.

6. To decide on the elements of remuneration package of all the Key Managerial Personnel i.e. salary, benefits, bonus, stock options, pensions etc.

7. Recommendation of fee / compensation if any, to be paid to Non-Executive Directors, including Independent Directors of the Board.

8. Payment / revision of remuneration payable to Managerial Personnel.

9. While approving the remuneration, the committee shall take into account financial position of the Company, trend in the industry, qualification, experience and past performance of the appointee.

10. The Committee shall be in a position to bring about objectivity in determining the remuneration package while striking the balance between the interest of the Company and shareholders.

11. Any other functions / powers / duties as may be entrusted by the Board from time to time.

The Company has adopted a policy relating to the remuneration for Directors, Key Managerial Personnel and other employees of the Company which is disclosed on the website of the Company www.viceroyhotels.in .

Remunerations paid to the Directors

a. Independent and Non-Executive Directors

Name of the Director Relationship with other Directors Sitting Fees (Rs.) Total (Rs.)
Devraj Govind Raj NIL Nil Nil
P. Kameswari Related to Mr. P Prabhakar Reddy and Mr. P. Chakradhar Reddy Nil Nil
P. Chakradhar Reddy Related to Mr. P Prabhakar Reddy and Mr. P. Kameswari Nil Nil

Apart from the sitting fees, there were no other pecuniary relationships or transactions of the Non-Executive Independent Directors vis-a-vis the Company.

1. Disclosures with respect to remuneration: in addition to disclosures required under the Companies Act, 2013

a) All elements of remuneration package of individual directors summarized under major groups, such as salary, benefits, bonuses, stock options, pension etc.

b) Managing Director and Executive Directors

Name of the Director Relationship with other Directors Business relationship with Viceroy, if any Loans and advances from Viceroy Remune ration Sitting Fees

Paid During 2018-2019 (Amount in Rs.)

Salary Commission Total
Mr. P. Prabhakar Reddy Related to Mrs.P.Kameswari and Mr. P. Chakradhar Reddy. Promoter Nil Nil Nil Nil Nil

The details with respect to criteria for making payments to non-executive directors are available on the companys website www.viceroyhotels.in

Shareholding of all the Directors of the Company as on 31st March, 2019.

Name of the Director Designation Number of Shares held
P. Prabhakar Reddy Chairman and Managing Director 10,93,124
P. Kameswari Non Executive Director 19,75,643
P. Chakradhar Reddy Non Executive Director 27,89,351
Devraj Govind Raj Non Executive Director Independent Director NIL

STAKEHOLDERS RELATIONSHIP COMMITTEE

The role and responsibilities of the Committees after the Commencement of Corporate Insolvency Resolution Process (CIRP) shall be fulfilled by Resolution Professional in accordance with sections 17 and 23 of Insolvency and Bankruptcy Code 2016 and powers of the Board of Directors and their Committees stand suspended.

Terms of Reference:

The remit of the Stakeholders Relationship Committee is to consider and resolve the grievances of the security holders of the Company, including complaints relating to transfer and transmission of securities, non-receipt of dividends, and such other grievances as may be raised by the security holders from time to time.

Meeting of the Committee was held during the year on13.08.2018, 14.11.2018 and 13.02.2019.

Composition of the Committee:

The Details of composition of the Committee and attendance of the members at the meetings are given below:

Name Designation in the committee Category of Directorship No. of Meetings Attended
Mr. Devraj Govind Raj Member Non Executive Director (Independent) 3
Mr. P. Prabhakar Reddy Member Non Executive Director 3
Mrs. P. kameswari Member Non Executive Director (Independent) 1

The Board has designated Ms. SonamJaiswal, Company Secretary as the Compliance Officerof the company up to 29.05.2019.

The resolution professional appointedMr. M. Sreedhar Singh as the Compliance Officer of the company w.e.f 29.05.2019.

The Company has designated exclusive e-mail Id called secretarial. viceroy@gmail. comforredressal of shareholders complaints / grievances.

Terms of reference

The Committee focuses on shareholders grievances and strengthening of investor relations. The committee looks after the services of the Registrars and share transfer agents and recommends measures for providing efficient services to investors.

The Committee specifically looks into investor complaints like Transfer / transmission / transposition of shares, non-receipt of Annual Report, non-receipt of dividend, and other related issues.

The Committee reviews the security transfers / transmissions, process of dematerializations and the investor grievances and the system dealing with these issues.

In accordance to Regulation under Securities and Exchange Board of India (Listing Obligation and Disclosure Regulations) 2015 with the stock exchanges, the Board has authorized the Compliance officer, to approve share transfers and/ transmissions and comply with other formalities in relation thereto. All the investors complaints, which cannot be settled at the level of the Compliance officer , will be placed before the committee for final settlement.

The committee while performing various functions relating to the interests of shareholders/investors of the Company as may be required under the provisions of the Companies Act, 2013, Listing Agreement with the Stock Exchanges and regulations/guidelines issued by the SEBI or any other regulatory authority, in order to expedite the process and for effective resolution of grievances / complaints, has delegated powers to the Share Transfer Agents i.e., M/s. Aarthi Consultants Private Limited to redress all complaints / grievances / enquiries of the shareholders / Investors. It redresses the grievances/ complaints of shareholders / investors under the supervision of Compliance Officer of the Company.

The Committee, along with the Share Transfer Agents of the Company follows the policy of attending to the complaints, if any, within seven days from the date of its receipt.

As mandated by SEBI, the Quarterly Reconciliation of Share Capital Audit, highlighting there conciliation of total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) vis-avis the total issued and listed capital is being carried out by M/s. P S. Rao & Associates, Practicing Company Secretaries. This Audit confirms that the total issued and paid up capital is in agreement with the total number of shares held in physical and dematerialized form with NSDL and CDSL.

As on 31stMarch, 2019, 42405224 number of Equity Shares of Rs. 10 each representing 96.78% of the total No. of shares are in dematerialized form.

Complaints received and redressed by the Company during the financial year:

During the year under review, No complaints were received from the shareholders. There were no pending complaints at the close of the financial year.

III. CODE OF CONDUCT

The Company has adopted the Code of Conduct for Board of Directors and Senior Management Personnel of the Company. This Code is designed to help the Board of Directors and Senior Management in discharging their duties with due diligence and care. The Company has received confirmations from the Directors as well as Senior Management Personnel regarding compliance of the Code during the year underreview. The Code of Conduct is available at: (URL: www.viceroyhotels.com/investors ).

IV. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In terms of Section 177(9) of Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Company has in place of Whistle Blower Policy to provide Vigil Mechanism for all Directors, employees to report their genuine concerns about any wrongful conduct, unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. It also provides for adequate safeguards against victimization of employees by giving them direct access to the Chairman of the Audit Committee in exceptional cases. The details of vigil mechanism are also available on the Companys website www.viceroyhotels.in

There were no complaints received from any personnel and no personnel has been denied access to the Audit Committee

V. SUBSIDIARIES

POLICY FOR DETERMINING MATERIAL SUBSIDIARIES

In terms of SEBI (LODR) Regulations, 2015, Companys Policy for Determining Material Subsidiaries and the same is available on the Companys website. The Policy can be accessed at (URL: ww.viceroyhotels.in).

VI. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act, 2013 and SEBI (LODR) Regulations during the year were on an arms length price basis and in the ordinary course of business. These have been approved by the Audit Committee.

Policy on Related Party Transactions and the same has been uploaded on the website of the Company and can be accessed at: (URL: www.viceroyhotels.in ).

During the Financial Year 2018-19, the Company did not have any material pecuniary relationship or transactions with NEDs,

There are no materially significant related party transactions which have potential conflict with the interest of the Company at large.

VII. GENERAL BODY MEETINGS

a) Details of location, date and time of Annual General Meetings held during the last three years:

Financial Year Venue Date and Time
2017-18 Hotel Marriot Convention Centre, Hyderabad Lower Tank Bund, Gandhinagar, 24-09-2018 at 11.00 AM
2016-17 Hotel Marriot Convention Centre, Hyderabad Lower Tank Bund, Gandhinagar, 28-09-2017 at 11.00 AM
2015-16 Sri Sathya Sai Nigamagamam, 8-3-987/2,Sri Nagar Colony, Hyderabad - 500073 Telangana 29-09-2015 at 11.00 AM

b) Special Resolutions passed in the previous 3 AGMS

No Special Resolutions were passed in the previous Annual General Meetings held for the Financial Year 2015-16, 201617 and 2017-18.

c) The Company did not pass any special resolution through Postal Ballot.

d) In terms of Companies Act, 2013 and SEBI (LODR) Regulations, your company provided e-voting facility to its shareholders to cast their votes electronically through the CDSL e-voting platform. The Company had appointed Mr. M Ramana Reddy, Scrutinizer for conducting e-voting and as well poll at Annual General Meeting. Mr. M Ramana Reddy, Scrutinizer submitted his combined report to the Chairman after completion of scrutiny and the results were then announced and sent to the Stock Exchanges and displayed on the Companys website. The date of declaration of the results by the Company is deemed to be the date of passing of the resolutions.

VIII. OTHER DISCLOSURES

a) There were no significant related party transactions that may have potential conflict with the interests of the Company at large.

b) In the preparation of financial statements, no treatment materially different from that prescribed in Accounting Standards had been followed.

c) There were no penalties or strictures imposed on the Company by the Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets at any time during the last 3 years.

d) The Company has complied with all the mandatory requirements of SEBI (LODR) Regulations, 2015.

e) Managing Director and Chief Financial Officer (CFO) of the Company has furnished the requisite Certificate to the Board of Directors under Clause 49 of the Listing Agreement.

IX. MEANS OF COMMUNICATION

The un-audited quarterly results and audited results for the year are generally published in widely circulated Nationwide English newspaper and also in widely circulated vernacular newspaper within the prescribed time lines of Listing Agreement. The results are also displayed on the Companys web-site i.e. on www.viceroyhotels.in .

X. GENERAL SHAREHOLDERS INFORMATION

a Annual General Meeting Date of Annual General Meeting Venue Time 54th Annual General Meeting
September 27, 2019
"Sri Satya Sai Nigamagamam Trust" 8-3-987/2, Srinagar Colony, Hyderabad - 500 073 Telangana, India
3.00 P.M
b Book Closure Date Friday, September 20, 2019 to Friday, September 27, 2019 (inclusive of both days)
c Financial Year April- March
d Dividend Payment Date Not Applicable
e Calendar for Declaration of Quarterly Results The results of every quarter beginning from April are declared within the time specified under the provisions of Listing Agreement. These results normally published by the Company in the Leading English News Papers line Financial Express/Business Standard and in one vernacular newspaper within specified time. The Copies of all quarterly results on website www.viceroyhotels.in
f Listing on Stock Exchanges National Stock Exchange of BSE Limited (BSE) India Limited (NSE) Exchange Plaza PhirozeJeejeebhoy Towers Bandra - Kurla Complex, Bandra (E) Dalal Street, Fort MUMBAI- 400 051 MUMBAI- 400 001
g Stock ID/Code NSE: VICEROY ; BSE: 523796
h ISIN EQUITY : INE048C01017 (listed on BSE & NSE) DEBENTURES: INE984T07014 (listed on BSE)
i Listing Fee for FY 2018-19 Yet to Paid

Stock Price Information

j) Stock Price Data:

MONTH

BSE

NSE

High Low No. of Shares High Low No. of Shares
Apr-18 15.75 11.85 1469659 15.80 11.70 7719422
May-18 13.75 6.85 1552175 14.05 6.85 8004749
Jun-18 10.22 7.12 454804 10.40 7.15 1787277
Jul-18 7.68 4.91 368665 7.70 5.05 1914354
Aug-18 9.08 6.72 816880 8.85 6.65 2135033
Sep-18 7.25 4.95 241011 7.35 5.05 944055
Oct-18 6.67 4.82 241683 6.65 4.90 1264645
Nov-18 6.36 5.11 256963 6.30 5.15 1227210
Dec-18 6.1 4.9 206457 6.15 4.80 794847
Jan-19 5.37 3.13 360413 5.40 3.15 535481
Feb-19 3.03 1.9 320765 3.05 1.95 383038
Mar-19 5.02 2.94 750484 4.90 2.90 766868

k) Share Transfer System:

Share transfer requests, which are received in physical form, are processed and the share certificates returned within a period of 15 days in most cases, and in any case within 30 days, from the date of receipt, subject to the documents being in order and complete in all respects.

For all the activities pertaining to the share transactions (both physical and demat) i.e. Share transfers, share certificates, dividends etc., shareholders should communicate with M/s. Aarthi Consultants Private Limited as the Registrar and Transfer Agents,

All the requests for Dematerialization and shares are processed and the confirmation is given to the respective Depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) within 21 days on receipt.

Share transactions in electronic form can be effected in a much simpler and faster manner. After a confirmation of a sale/purchase transaction from the broker, shareholders should approach the depository participant with a request to debit or credit the account for the transaction. The depository participant will immediately arrange to complete the transaction by updating the account. There is no need for a separate communication to the Company to register the share transfer.

l) Registrar & Share Transfer Agents (for both physical and demat mode):

Aarthi Consultants Private Limited

1-2-285, Domalaguda, Hyderabad- 500029 Phones: 040-27638111,040-66611921;

Fax: 040-27632184

Email: info@aarthiconsultants.com ;

Website: www.aarthiconsultants.com

m) Shareholding Pattern as on March 31,2019:

Category No. of Shares Percentage
Promoters 9671951 22.81
Financial Institutions / Banks 16380 0.04
Bodies Corporate - Indian 3461225 8.16
Bodies Corporate - Foreign 0 0.00
NRIs 434308 1.02
Mutual Funds 0 0.00
Indian Public 26647408 62.84
Trusts 203 0.00
Clearing Members 2173749 5.13
Others 0 0
Total 4,24,05,224 100

n) Distribution of Shareholding as on March 31,2019:

Sl. No

CATEGORY

HOLDERS HOLDERS PERCENT AGE SHARES AMOUNT AMOUNT PERCENT AGE
1 1 - 5000 21532 74.34 3451235 34512350 8.14
2 5001 - 10000 3320 11.46 2907676 29076760 6.86
3 10001 - 20000 1800 6.21 2885981 28859810 6.81
4 20001 - 30000 712 2.46 1864341 18643410 4.4
5 30001 - 40000 310 1.07 1124423 11244230 2.65
6 40001 - 50000 380 1.31 1829345 18293450 4.31
7 50001 - 100000 513 1.77 3897859 38978590 9.19
8 100001 & Above 397 1.37 24444364 244443640 57.64

Total:

28964 100 42405224 424052240 100

0) Dematerialization of Shares:

The Companys Equity Shares are held in dematerialized form by National Securities Depository Limited (NSDL) and Central Depository Services India Limited (CDSL) under ISIN INE048C01017. As on March 31, 2019, 96.78% of the totals shares of the Company have been dematerialized.

p) Outstanding: GDR/ADR/Warrants/Options/any convertible instruments:

As on March 31, 2019 the Company has no outstanding GDR /ADR/Warrants/ Options/any other convertible instruments.

q) Location of Hotels, Restaurants and Projects under execution:

Hotels:

1) Hotel Marriott at Lower Tank Bund Road, Hyderabad

2) Hotel Courtyard at Lower Tank Bund Road, Hyderabad

Restaurants:

1) Eat Street & Water Front Restaurants at Necklace Road, Hyderabad

2) Minerva Coffee Shops at Hyderabad and Vijayawada

3) Bluefox Bar & Restaurants at Hyderabad and Vijayawada

r) Address for Investors Correspondence:

Shareholders may address their communications/suggestions/grievances/queries pertaining to share transfer/demat including physical transfer requests and demat requisition forms, to the Companys Registrar and Share Transfer Agents and/or to the Company at the following address:

Registrar and Share Transfer Agents (RTA): Company:
M/s. Aarthi Consultants Private Limited M/s. Viceroy Hotels Limited
1-2-285, Domalaguda, Hyderabad- 500029 #Plot No.20, Sector-I, Survey No.64, HUDA Techno Enclave,
Tel: 040-27638111,040-66611921; Madhapur, Hyderabad - 500 081, Telangana.
Fax: 040-27632184 Tel : +91 40 - 40349999/23119695 Fax : +91 40 - 40349828
Email: info@aarthiconsultants.com Email: secretarial@viceroyhotels.in / secretarial.viceroy@gmail.com
Website: www.aarthiconsultants.com companysecretary@viceroyhotels.in Website: www.viceroyhotels.in

Registration of e-mail Id for servicing of documents by the Company under the Companies Act, 2013:

Members holding shares in dematerialized form are requested to provide/refresh/update their email address with their respective Depository Participants (DPs) and members holding shares in physical form and who are desirous of receiving the Annual Reports / communication / documents in electronic form are requested to provide their email address to gogreen_phl@aarthiconsultants.com or send requests along with your folio no. to our RTA at above mentioned address.

s) Declaration pertaining compliance with Code of Conduct of Board of Directors and Senior Management:

As required under SEBI (LODR) Regulations, 2015 the Managing Director has given appropriate Certification to the Board of Directors

t) Compliance Certificate of the Auditors:

The Statutory Auditor has certified that the Company has complied with the conditions of the Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015 and the same forms part of the Annual Report. The Certificate from the statutory auditor will be sent to the stock exchange along with the Annual Report of the Company.

DECLARATION ON CODE OF CONDUCT

This is to confirm that the Board has laid down a Code of Conduct for all Board Members and Senior Management Personnel of theCompany. The Code of Conduct has also been posted on the website of the company. It is further confirmed that all directors and seniormanagement personnel of the company have affirmed compliance with the code of conduct of the company for the financial year endedon March 31,2019 as envisaged in the Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the listing agreement with stock exchange.

For Viceroy Hotels Limited
Place: Hyderabad
Date: 13th August, 2019 Sd/-
P. Prabhakar Reddy
Former Chairman and Managing Director