To the Members,
The Board of Directors take pleasure in presenting the Sixtieth Annual Report including inter-alia Directors Report, its annexures and audited financial statements (including Standalone and Consolidated Financial Statements along with respective Auditors Report thereon) for the year ended 31st March, 2025. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.
1. FINANCIAL SUMMARY/HIGHLIGHTS:
The performance during the period ended 31st March, 2025 has been as under:
(C in lakhs)
Standalone |
Consolidated |
|||
Particulars |
As per Ind-AS |
As per Ind-AS |
||
March 31, 2025 | March 31, 2024 | March 31, 2025 | March 31, 2024 | |
Revenue from operations |
13,248.96 |
11,844.30 |
13,729.44 |
13,818.40 |
Other Income |
353.17 |
100.97 |
353.17 |
103.70 |
Profit/loss before Depreciation, Finance Costs, |
3,755.53 |
2,332.50 |
3,695.32 |
1,885.18 |
Exceptional items and Tax Expense |
||||
Less: Depreciation/ Amortisation/ Impairment Costs |
1,210.14 |
1,382.62 |
1,213.09 |
1394.42 |
Profit /loss before Finance Costs, Exceptional items and |
2,545.38 |
949.88 |
2,482.23 |
490.76 |
Tax Expense |
||||
Less: Finance Costs |
495.46 |
142.39 |
495.53 |
144.06 |
Profit /loss before Exceptional items and Tax Expense |
2,049.92 |
807.49 |
1,986.70 |
346.70 |
Add : Exceptional items |
66 |
(318) |
66 |
(318) |
Profit /loss before Tax Expense |
2,115.92 |
489.49 |
2,052.70 |
28.70 |
Less: Tax Expense (Current & Deferred) |
(5,524.66) |
(213.81) |
(5,746.57) |
(210.07) |
Profit /loss after Tax for the year (1) |
7,640.58 |
703.30 |
7,799.27 |
238.77 |
Other Comprehensive Income/(Loss)(2) |
46.54 |
- |
46.54 |
- |
Total Comprehensive Income for the year (1)+(2) |
7,687.12 | 703.30 | 7,845.81 | 238.77 |
Balance of profit /loss for earlier years |
(61,804.29) |
62,507.58 |
(66,626.23) |
(66,864.03) |
Less: Adjustments on account of Sale of Subsidiaries |
- |
- |
4,663.25 |
- |
Closing Balance of Profit/Loss carried forward to Balance Sheet |
(54,117.16) |
(61,804.29) |
(54,117.16) |
(66,625.27) |
2. REVIEW OF OPERATIONS:
Revenues Standalone
The total revenue of the Company for the financial year on standalone basis under review was C 13,602.13 Lakhs as against total revenue of C 11,945.27 Lakhs for the previous financial year. The Company incurred a net profit of C 7,687.12 Lakhs for the financial year 2024-25 as against the net profit of C 703.30 Lakhs for the previous year Financial Year 2023-24.
Revenues Consolidated
The total revenue of the Company for the financial year on consolidated basis under review was C 14,082.61 Lakhs as against total revenue of C 13,922.10 lakhs for the previous financial year. The company incurred a net profit of C 7,845.81 Lakhs for the financial year 2024-25 as against a net profit of C 238.77 Lakhs for the previous year.
3. DIVIDEND:
The Directors have decided not to recommend any dividend for the year 2024-25 keeping in mind the capital requirements and expansion plans of the Company.
4. BUSINESS UPDATE AND STATE OF COMPANYS AFFAIRS:
The information on Companys affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of this Report.
5. TRANSFER TO RESERVES
The Closing balance of reserves, including retained earnings, of the Company as at March 31st, 2025 on Standalone basis is C17,675.08 Lakhs and on
Consolidated basis is C 17,675.08 Lakhs.
6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the reporting period there was no change in the nature of Business.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting financial position of the Company between 31st March, 2015, and the date of Boards Report (i.e. 08th August, 2025).
8. REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year under review.
9. FUND RAISING BY ISSUANCE OF DEBT SECURITIES, IF ANY:
Pursuant to SEBI Circular No. SEBI/HO/DDHS/ CIR/P/2018/144 dated November 26, 2018, read with SEBI Circular No. SEBI/ HO/DDHS/DDHS-RACPOD1/P/ CIR/2023/172 dated October 19, 2023, the Directors confirm that the Company is not defined as a "Large Corporate" as per the framework provided in the said Circular. Further, your Company has not raised any funds by issuance of debt securities.
10. SHARE CAPITAL:
The authorized share capital of the Company stands at C 90,00,00,000/- divided into 8,00,00,000 Equity shares of C 10 each and 10,00,000 Preference shares of C 100 each.
The paid-up share capital of the Company stands at C67,57,89,480/- divided into 6,75,78,948 equity shares of C 10/- each.
During the financial year, the Company successfully completed a rights issue, pursuant to which 44,21,053 fully paid-up equity shares of face value C 10 each were issued at a price of C112 per share (including a premium of C102 per share). The issue was made to public shareholders in the ratio of 7 (seven) Rights Equity Shares for every 10 (ten) fully paid-up equity shares held, in accordance with the provisions of SEBI Circular No. SEBI/HO/CFD/PoD2/P/CIR/2023/18 dated February 03, 2023. The rights issue was undertaken to facilitate compliance with the minimum public shareholding norms as prescribed under applicable regulations.
11. UNPAID / UNCLAIMED DIVIDEND:
There is no unpaid or unclaimed dividend with the company till date.
12. INVESTOR EDUCATION AND
PROTECTION FUND (IEPF):
Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government.
During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.
13. DIRECTORS OR KMP APPOINTED OR
RESIGNED:
Ms. Pooja Reddy Konda Reddy retires by rotation and being eligible, offers herself for re-appointment. A resolution seeking shareholders approval for her reappointment along with other required details forms part of the Notice.
Appointments:
Name |
Designation | Date |
Ms. Shruti Gupta |
Independent Director |
07.02.2025 |
Mr. Pradyumna |
Chief Operating Officer |
01.06.2025 |
Kodali |
||
Mr. P.V. Krishna |
Chief Financial Officer |
01.06.2025 |
Reddy |
||
Mr. C. Siva Kumar |
Company Secretary and |
01.10.2024 |
Reddy |
Compliance Officer |
|
Cessations and Resignations: |
||
Name |
Designation | Date |
Mr. P. V. Krishna |
Independent Director |
07.02.2025 |
Reddy |
||
Mr. Pradyumna |
Chief Financial Officer |
31.05.2025 |
Kodali |
||
Mrs. T.A. Veena |
Company Secretary and |
05.08.2024 |
Aravind |
Compliance Officer |
14. DECLARATION FROM INDEPENDENT
DIRECTORS ON ANNUAL BASIS:
The Company has, inter alia, received the following declarations from all the Independent Directors as prescribed under sub- section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the SEBI (LODR), Regulations, 2015 confirming that: a. they meet the criteria of independence as prescribed under the provisions of the Act, read with Schedule IV and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company; b. they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and c. they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs and have qualified the online proficiency self-assessment test or are exempted from passing the test as required in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014. d. they had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).
The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.
15. BOARD MEETINGS:
The Board of Directors duly met Five (5) times on 30.05.2024, 15.07.2024, 24.09.2024, 14.11.2024 and 06.02.2025 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.
16. BOARD EVALUATION:
Performance of the Board and Board Committees was evaluated on various parameters such as structure, composition, diversity, experience, corporate governance competencies, performance of specific duties and obligations, quality of decision-making and overall Board effectiveness. Performance of individual
Directors was evaluated on parameters such as meeting attendance, participation and contribution, engagementwithcolleaguesontheBoard,responsibility towards stakeholders and independent judgement. All the Directors were subjected to peer-evaluation.
All the Directors participated in the evaluation process. The results of evaluation were discussed in the Board meeting held on 06th February 2025. The Board discussed the performance evaluation reports of the Board, Board Committees and the Individual Directors. The Board upon discussion noted the suggestions / inputs of the Directors. Recommendations arising from this entire process were deliberated upon by the Board to augment its effectiveness and optimize individual strengths of the Directors.
The detailed procedure followed for the performance evaluation of the Board, Committees and Individual Directors is enumerated in the Corporate Governance Report.
17. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulations provides an overview of the affairs of the Company, its legal status and autonomy, business environment, mission & objectives, sectoral and segment-wise operational performance, strengths, opportunities, constraints, strategy and risks and concerns, as well as human resource and internal control systems is appended as Annexure -7 for information of the Members.
18. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
Disclosure pertaining to remuneration and other details as required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure -1 to this Report.
The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure -2 to this report.
During the year, NONE of the employees is drawing a remuneration of C1,02,00,000/- and above per annum or C8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
19. RATIO OF REMUNERATION TO EACH
DIRECTOR:
Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of Mr. Ravinder Reddy Kondareddy, Managing Director of the Company to the median remuneration of the employee is not applicable since the Managing Director has not drawn any remuneration during the year under review.
20.DIRECTORS RESPONSIBILITY
STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) The Directors had 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 at the end of the financial year and of the profit and loss of the company for that period; (c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The Directors had prepared the annual accounts on a going concern basis; and
(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
21. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.
During the period under review, no material or serious observations have been noticed for inefficiency or inadequacy of such controls.
Further, details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report which is appended as Annexure 7 and forms part of this Report.
22. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
No frauds have been reported by the auditors u/s 143(12).
23. CEO/ CFO CERTIFICATION:
The Chief Executive Officer and Chief Financial Officer Certification on the financial statements as Annexure 11 under Regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 2024-2025 is annexed in this Annual Report.
24. INFORMATION ABOUT THE FINANCIAL
PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:
The company had 5 subsidiaries and the same were sold during the year in overall interest of the company and to concentrate on the core business post CIRP proceedings. As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the Subsidiary companies is prepared in Form AOC- 1 and is attached as Annexure - 3 and forms part of this report.
25. DETAILS OF DEPOSITS:
Since the Company has not accepted any deposits under Chapter of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.
Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.
The Company complied with this requirement within the prescribed timelines.
26. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS:
The Company has not given any loan, guarantees or made any investments attracting the provisions as prescribed in Section 186 of the Companies Act, 2013 except the ones mentioned below:
Guarantee:
The company has made first and exclusive hypothecation charge on all existing and future current assets and moveable fixed assets (excluding vehicles) of Viceroy Hotels Limited in favour of M/s. Loko Hospitality Private Limited for sanction of term loan amounting to C 5,000/- Lakhs from Kotak Mahindra Bank.
However, the said guarantee has been released by the Kotak Mahindra Bank vide its No Due Certificate dated 18.06.2025 .
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. During the financial year 2024-25, there were no materially significant related party transactions made by the Company (other than the one mentioned below) with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The Company entered into a material related party transaction with the relative of Directors, i.e., Mrs. K. Sukanya Reddy, Mr. Bandaru Amarender Reddy, Mr. Bandaru Arvind Reddy and Mr. R. Gireswara Reddy to take land on lease to construct a new hotel, with prior approval of Audit Committee, Board and Shareholders and there is no potential conflict with the interest of the Company at large.
In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, prior approval for the estimated value of transactions with the related parties for the financial year is obtained from the Audit Committee. The transactions with the related parties are routine and repetitive in nature.
The summary statement of transactions entered into with the related parties pursuant to the omnibus approval, if any so granted are reviewed and approved by the Audit Committee and the Board of Directors on a quarterly basis. The Form AOC-2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - 4 to this report.
28. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The required information as per Sec.134 (3) (m) of the Companies Act, 2013 is provided hereunder:
A. Conservation of Energy: Your Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment
B. Research & Development and Technology Absorption: All the Factors mentioned in Rule 8 (3) (b) Technology absorption are not applicable to the Company.
1. Research and Development (R&D): NIL
2. Technology absorption, adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
1. Foreign Exchange Earnings - C 3,769.51 Lakhs
2. Foreign Exchange Outgo - C 1,839.60 Lakhs
29.COMMITTEES:
(I). AUDIT COMMITTEE: The Audit Committee of the Company is constituted in line with the provisions of Regulation 18(1) of SEBI (LODR) Regulations read with Section 177 of the Companies Act, 2013 and the composition of the Committee is included in the Corporate Governance report, which forms part of this report.
(II). NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Regulation 19(1) of SEBI (LODR) Regulations read with Section 178 of the Companies Act, 2013 and the composition of the Committee is included in the Corporate Governance report, which forms part of this report.
(III). STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of Regulation 20 of SEBI (LODR) Regulations read with Section 178 of the Companies Act, 2013 and the composition of the Committee is included in the Corporate Governance report, which forms part of this report.
(IV). RISK MANAGEMENT COMMITTEE: The Company had been undertaking the activity of identifying key business and sustainability risks and taking actions to mitigate such risks from time to time. The matters related to risks and their management has been shared with the Board of Directors from time to time. The Company has put in place a Risk Management Policy under which various risks associated with the business operations is identified and risk mitigation plans have been put in place and has constituted a Risk Management Committee of the Board. The details of constitution of the Committee and its terms of reference are set out in the Report on Corporate Governance policy.
(V). CORPORATE SOCIAL RESPONSIBILITY COMMITTEE: The Company has constituted Corporate Social Responsibility Committee of the Company in line with the provisions of Section 135 of the Companies Act, 2013 and the composition of the Committee is included in the Corporate Governance report, which forms part of this report
30.AUDIT COMMITTEE
RECOMMENDATIONS:
During the year, all recommendations of Audit Committee were approved by the Board of Directors.
31. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:
The Company attracted the provision of Corporate Social Responsibility u/s 135 of the Companies Act, 2013 as on 31st March, 2024, the company spent C 2.90 Lakhs towards CSR Expenditure as against a total liability of C 2.85 Lakhs. The details of which are mentioned in Annexure 5.
32. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company promotes ethical behavior and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil Mechanism and Whistle-Blower Policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may report their genuine concerns to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.
Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company www. viceroyhotels.in
33. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS
Following are the details of significant and material orders passed by the regulators / courts that would impact the going concern status of the Company and its future operations are as follows:
1. Order passed by the Honble High Court of Telangana with respect to demand notice received from Southern Power Distribution Company of TS. Limited: The Company has received a demand notice from Southern Power Distribution Company of TS. Limited on 31-Jan-2025 demanding an amount of C 3,55,99,834/- (Rupees Three Crores Fifty-Five Lakhs Ninety-Nine Thousand Eight Hundred and Thirty-Four only) as cross-subsidy surcharge for FYs 2005-06 to 2014-15 vide demand notice Lr. No. SE / OP / CC / HYD / SAO / AAO / (HT) / JAO(H.T.) / D.No.7077 / 2025.
Subsequent to receiving the above stated letter, the Company filed a writ petition before the Honble High Court of Telangana and the Honble High Court passed an order restraining the respondent i.e., Southern Power Distribution Company of TS. Limited from taking any coercive step in pursuance to the impugned notice. The proceedings are on going and final verdict is awaited.
2. The order passed by the Honble Supreme Court of India in the matter Special Leave Petition filed by the Telangana State Wakf Board: The Company has received an order from the Honble Supreme Court of India with regard to a claim of the Telangana State Wakf Board over part of the land owned by the Company over which Hotel was operating. The Wakf Board on multiple occasions claimed to be the owner of the said Property but these claims were held against the Wakf Board by various forums including the Honble High Court. The Company challenged the said claim before the Honble High Court and the Honble High Court quashed the erroneous claim of Telangana State Wakf Board over the property of the Company. The said order of the High Court after certain delay had been assailed by the Telangana State Wakf Board before the Honble Supreme Court of India .The Honble Supreme Court vide order dated 03.03.2025 dismissed the Special Leave Petition filed by the Telangana State Wakf Board after observing that in view of subsequent developments and in view of the fact that the Company has bought the Property in Insolvency Proceedings.
34. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:
M/s. Deva & Co., Statutory Auditors of the Company have tendered their resignation from the position of Statutory Auditors w.e.f. 08.08.2025 causing casual vacancy.
The Board of Directors at their meeting held on 08.08.2025 have appointed M/s. M S K C & Associates LLP (formerly known as M S K C & Associates), Charted Accountants as the Statutory Auditors, subject to approval of members of the Company at the ensuing Annual General Meeting (AGM), to fill the casual vacancy. Further, the Board of Directors have recommended the appointment of M/s. M S K C & Associates LLP, Charted Accountants for a period of 5 (five) years. Necessary resolutions seeking their appointment are set out in item no. 4 and 5 of the Notice of AGM. The Auditors Report for fiscal 2025, as issued by M/s. Deva & Co., does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report. The Company has received audit report with unmodified opinion for the Financial Year ended March 31, 2025 from the Statutory Auditors of the Company. The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.
35. ANNUAL SECRETARIAL COMPLIANCE REPORT:
SEBIvideitsCircularNo.CIR/CFD/CMD1/27/2019dated February 08, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial Compliance Audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. Further, Secretarial Compliance Report dated 16.05.2025, was issued by Mr. S. Sarweswara Reddy, Proprietor of M/s. S.S. Reddy & Associates, Practicing Company Secretaries which was submitted to Stock Exchanges within 60 days of the end of the financial year.
36. SECRETARIAL AUDIT REPORT:
In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. S.S. Reddy & Associates, Practicing Company Secretaries (CP No. 7478) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31, 2025.
The Secretarial Audit was carried out by M/s. S.S. Reddy
& Associates, Company Secretaries (CP No. 7478) for the financial year ended March 31, 2025. The Report given by the Secretarial Auditor is annexed herewith as Annexure- 6 and forms integral part of this Report.
The Secretarial Auditor has observed that certain forms with the Registrar of Companies were filed with a delay to which board has confirmed that appropriate endeavors are made to file the forms within prescribed time. Further, M/s. Deva & Co., statutory auditors of the company for Financial Year 2024-25 were appointed in casual vacancy on 11-12-2023 for which shareholders approval was received on 23-05-2024 with a delay of approximately two months pursuant to Section 139 (8) of Companies Act, 2013. The company and management have confirmed that the reason was due to delay in filing of form ADT-3 by the resigning auditor which then impacted the compliances involved for appointment of M/s. Deva & Co. as statutory auditors and have further assured that necessary steps will be taken to avoid such non-compliances in future. There was a delay of one day in filing half yearly disclosure of Related Party Transactions for the half year ended 31.03.2025 under Reg. 23(9) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges (BSE and NSE) by payment of penalty of Rs.5,000/- levied by each of the stock exchange. The management confirmed that the penalty levied was paid to the exchanges and Management is making continuous efforts to improve the internal systems and processes to avoid such delays in future. Detailed Secretarial Auditors Report is attached as Annexure 6 to this report.
37. INTERNAL AUDITORS:
Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during the year under review the Internal Audit of the functions and activities of the Company was undertaken on quarterly basis by M/s. Murthy & Kanth, Chartered Accountants., the Internal Auditors of the Company.
Deviations are reviewed periodically and due compliance is ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.
The Board has re-appointed by M/s. Murthy & Kanth, Chartered Accountants, Hyderabad as Internal Auditors for the Financial Year 2024-25.
38.SECRETARIAL STANDARDS:
The Company is in compliance with the applicable secretarial standards.
39. DECLARATION BY THE COMPANY:
The Company has issued a certificate to its Directors, confirming that it has not made any default under Section 164(2) of the Companies Act, 2013, as on March 31, 2025.
40. DECLARATION FROM DIRECTORS
None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) or are debarred or disqualified by the Securities and Exchange Board of India ("SEBI"), Ministry of Corporate Affairs ("MCA") or any other such statutory authority.
All members of the Board and Senior Management have affirmed compliance with the Code of Conduct for Board and Senior Management for the financial year 2024-25. The Company had sought the following certificates from independent and reputed Practicing Company Secretaries confirming that: a. none of the Director on the Board of the Company has been debarred or disqualified from being appointed and/or continuing as Directors by the SEBI/MCA or any other such statutory authority. b. independence of the Directors of the Company in terms of the provisions of the Act, read with Schedule IV and Rules issued thereunder and the Listing Regulations.
Further, Independent Directors appointed, if any are persons of integrity and possesses relevant expertise and experience.
41. ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the annual return for Financial Year 2024-25 is uploaded on website of the Company www.viceroyhotels.in.
42. DISCLOSURE ABOUT COST AUDIT:
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.
43. FAMILIARISATION PROGRAMMES FOR
INDEPENDENT DIRECTORS:
The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Companys website www. viceroyhotels.in
44. INSURANCE:
The company has adequate insurance coverage against its assets covering all perils and employees group Mediclaim insurance.
45. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
The Company has implemented all of its major stipulations as applicable to the Company. As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance is appended as Annexure - 8 for information of the Members. A requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.
46.NON-EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.
No compensation was paid to the Independent and Non- Executive Directors except for the sitting fee that they are entitled to.
47. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:
The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential of Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015. In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is attached a part of Corporate Governance Report. We affirm that the remuneration paid, if any to the Directors will be as per the terms laid down in the Nomination and Remuneration Policy of the Company.
48. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS, IF ANY:
During the year under review, there has been no one-time settlement of loans taken from banks and financial Institutions.
49. CREDIT RATING:
Since the Company, as on date of this report does not have any Debt Instruments or Fixed Deposit Programme, therefore company has not obtained any Credit Ratings during the Financial Year.
50. AGREEMENTS/MOU ENTERED BY THE COMPANY:
The Company has entered into an MoU with Mrs. K. Sukanya Reddy, Mr. B. Amarender Reddy, Mr. B Arvind Reddy and Mr. R. Gireswara Reddy, relatives of Directors of the Company for the purpose of purchase of Land for construction of new hotel and expansion of the business. Further, the Company has entered into an Operating Agreement with Marriott Hotels India Private Limited ("MHIPL") on 08-May-2025 to operate Companys hotel property situated at Madhapur Hyderabad, Telangana admeasuring approximately 7000 square yards, in partnership with MHIPL. There are no major agreements / MoUs entered by the company except for the one mentioned above.
51. AGREEMENTS REFERRED UNDER CLAUSE 5A OF PARAGRAPH A OF PART A OF SCHEDULE III OF SEBI (LODR) REGULATIONS, 2015:
The Company has not entered into any agreements which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity.
52. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on our website (www.viceroyhotels.in).
53. DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Committee (IC) has been duly constituted as mentioned below:
Constitution of Committee: |
|
Name |
Designation |
Penugonda Naga Divya |
Presiding Officer |
Ranjit Sadashiv Shirgaonkar |
Member |
Sachin Sandu Jadhav |
Member |
Dhanraj Dattatray Chavan |
Member |
N. Seeta Laxmi |
External Member |
All employees are covered under this policy. During the financial year 2024-25, there were no complaints received by the Committee.
54. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:
The Company is not a NBFC, Housing Company etc., and hence Industry based disclosures is not required.
55. FAILURE TO IMPLEMENT CORPORATE ACTIONS:
During the year under review, no corporate actions were done by the Company which were failed to be implemented.
56. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.
57. POLICIES:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website www. viceroyhotels.in.
58. EVENT BASED DISCLOSURES:
During the year under review, the Company has not taken up any of the following activities except as mentioned:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employees stock option scheme: NA
4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7. Preferential Allotment of Shares: NA
Note: The Company initiated issue of equity shares on private placement through preferential basis to non-promoters but the same was withdrawn since the Company was in violation of Reg 160(d) of SEBI (ICDR) Regulations, 2018 (i.e., not having minimum public shareholding), and also the proposed Special resolution was defeated / rejected by the shareholders at the adjourned Extra-Ordinary General Meeting held on 06.07.2024.
58. INTERNAL AUDIT AND FINANCIAL CONTROLS:
The Company has adequate internal controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.
59.CONSOLIDATED FINANCIAL
STATEMENTS:
The Company had 5 subsidiaries which were disposed during the financial year 2024-25 and hence, the Company does not have any subsidiary at the end of financial year under review. Also, it does not have any associate / Joint venture company and is in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the Listing Regulations) and Section 129 of the Companies Act, 2013. The Consolidated Financial Statements have been prepared by the Company in accordance with the applicable provisions of the Companies Act, 2013 and the applicable Indian Accounting Standards (Ind AS) and forms part of this Annual Report.
Note: The company disposed of all five subsidiaries on 02nd July, 2024 which marks the date of loss of control. However, according to Ind AS 110 consolidation of an investee begins when the investor gains control and ends when control is lost. This principle is crucial for ensuring that the financial statements accurately reflect the economic realities of the parent-subsidiary relationship. Further, the Institute of Chartered Accountants of India (ICAI) states that a parent must continue to consolidate its subsidiary until the date it loses control, even if this results in no subsidiaries being held at the end of the reporting period. Hence, the company has presented its financial statements in standalone and consolidated forms though there is no change in the numbers.
60.NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
There have been no companies which have become the subsidiaries, joint ventures and associates during the year under review.
However, Company had 5 wholly owned subsidiaries which were sold on 02.07.2024 and ceased to be its wholly owned subsidiaries pursuant to shareholders approval dated 24.05.2024.
Name of the Company |
1. Crustum Products Private Limited |
2. Cafe D Lake Private Limited |
3. Minerva Hospitalities Private Limited |
4. Viceroy Chennai Hotels & Resorts Private Limited |
5. Banjara Hospitalities Private Limited |
61. CREDIT & GUARANTEE FACILITIES:
The Board of Directors of the Company has have approved a limit of C 150.00 Crores to availed credit and guarantee facilities.
62. RISK MANAGEMENT POLICY:
Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.
63. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:
Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking utmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government.
We would like to place on record our appreciation for the efforts made by the management and the keen interest shown by the Employees of your Company in this regard.
64.STATUTORY COMPLIANCE:
The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.
65.DEVIATIONS, IF ANY OBSERVED-ON FUNDS RAISED THROUGH PUBLIC ISSUE,
PREFERENTIAL ISSUE ETC:
During the year under review, company raised funds through Rights Issue and there are no deviations observed on funds raised through Rights Issue. A Statement of deviation(s) or variation(s) is available on the website of the company at www.viceroyhotels.in.
66.ACKNOWLEDGEMENTS:
Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.
Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company, SEBI, BSE, NSE, NSDL, CDSL, Banks, RBI etc. for their continued support for the growth of the Company.
For and on behalf of the Board of |
||
Viceroy Hotels Limited | ||
Sd/- |
Sd/- |
|
Ravinder Reddy Kondareddy | Gorinka Jaganmohan Rao | |
Place: Hyderabad |
Managing Director & CEO |
Chairman and Independent Director |
Date: 08th August, 2025 |
(DIN: 00040368) |
(DIN: 06743140) |
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