The Directors are pleased to present the 52nd Annual Report of Oriental Hotels Limited ("the Company" or "OHL") along with the audited financial statements for the financial year ended March 31, 2022. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.
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1. Financial Results
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? in Lakhs
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Standalone
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Consolidated
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Particular
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2021-22
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2020-21
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2021-22
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2020-21
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Revenue
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21870.41
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11,578.08
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21939.85
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11,588.02
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Other income
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702.69
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743.50
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703.88
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724.15
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Total income
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22573.10
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12,321.58
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22643.73
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12,312.17
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Expenses
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Operating expenditure
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19581.07
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14,780.48
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19597.66
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14,790.90
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Depreciation and amortization expenses
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2625.53
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2,874.72
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2625.53
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2,874.72
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Total Expenses
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22206.60
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17,655.20
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22223.19
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17,665.62
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Profit/ (Loss) before finance cost and tax
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366.50
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(5,333.62)
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420.54
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(5,353.45)
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Finance cost
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2220.13
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2,200.50
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2220.13
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2,200.50
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Profit/(Loss) before tax (PBT)
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(1853.63)
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(7,534.12)
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(1799.59)
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(7,553.95)
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Tax expense
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(515.88)
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(2,196.18)
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(515.88)
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(2,196.18)
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Profit/ (Loss) for the year before share of equity accounted investees
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(1337.75)
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(5,337.94)
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(1283.71)
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(5,357.77)
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Add : Share of Profit / (Loss) of Associates and Jointly controlled entity
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NA
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NA
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(741.63)
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(1,769.84)
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Profit / (Loss) for the Year after share of equity accounted investees
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(1337.75)
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(5,337.94)
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(2025.34)
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(7,127.61)
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Non-Controlling Interest
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NA
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NA
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NA
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NA
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Opening Balance of retained earning
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(1841.51)
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3,701.31
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7769.36
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15,116.69
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Profit / (Loss) for the Year
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(1337.75)
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(5,337.94)
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(2025.34)
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(7,127.61)
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Other comprehensive income / (losses)
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6.63
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152.32
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7.47
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137.48
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Total comprehensive income
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(1331.12)
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(5,185.62)
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(2017.87)
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(6,990.13)
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Dividend paid
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-
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(357.20)
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-
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(357.20)
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Closing balance of retained earnings
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(3172.63)
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(1,841.51)
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5751.49
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7,769.36
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2. Dividend
In view of the losses incurred by the Company during the year and the absence of retained earnings, the Board did not recommend any dividend for FY 2021-22 (Previous Year - Nil) in line with the dividend distribution policy of the Company.
3. Share Capital
The Paid up equity share capital of the Company as on March 31, 2022, was 1,786 lakhs comprising of 17,85,99,180 equity shares having face value of?1 each. During the year, the Company had neither issued any shares nor instruments convertible into equity shares of the Company or with differential voting rights.
4. Transfer to Reserves
Due to losses in FY 2021 - 22, no amount has been transferred to Reserves.
5. Company's Performance
On a standalone basis, the Total Income for FY 2021-22 was ?22,573.10 lakhs, which was higher than the previous year's Total Income of ?12,321.58 lakhs by 83%. The Company reported a loss of ?1,337.75 lakhs for FY 2021-22 in comparison with a loss of ?5,337.94 lakhs for FY 2020-21.
On a consolidated basis, the Total Income for FY 2021-22 was ?22,643.73 lakhs, higher than the previous year's Total Income of 12,312.17 lakhs increased by 84%. The Loss for the year after share of profit/(loss) of Associates and Jointly Controlled Entity for FY 2021-22 was 2,025.34 lakhs as against a loss for the previous year of ?7,127.61 lakhs.
Borrowings
The total borrowings including interest accrued stood at ?26,813.92 lakhs as on March 31, 2022 as against ?24,147.02 lakhs as on March 31, 2021.
Debenture
During FY 2021-22, the Company has not issued any debentures and no debentures were outstanding as on March 31, 2022. Business Overview
An analysis of the Business and Financial Results are given in the Management Discussion and Analysis which forms part of the Annual Report.
6. Subsidiaries, Jointly Controlled Entity and Associate Companies
Pursuant to the provisions of Section 129(3) of the Act a statement containing the salient features of financial statements of the Company's subsidiaries in Form No. AOC-1 is attached in the report as Annexure - 1.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at : http://orientalhotels.co.in/investors/financial-results/
7. Directors' Responsibility Statement
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2021-22.
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:
i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;
iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. They have prepared the annual accounts on a going co ncern basis
v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
8. Directors and Key Managerial Personnel In accordance with the requirements of the Act and the Company's Articles of Association, Mr. D Vijayagopal Reddy (DIN: 00051554) and Mr. Giridhar Sanjeevi (DIN: 06648008) Directors of the Company, retires by rotation and being eligible, offers themselves for re- appointment. Relevant resolutions seeking shareholders' approval forms part of the Notice. Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'). In terms of Regulation 25 (8) of SEBI Listing Regulations they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. 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. There has been no change in the circumstances affecting their status as Independent Directors of the Company.
The Independent Directors of the Company have confirmed that they have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.
During the year under review, the Non-Executive Directors ofthe Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Board/Committee of the Company.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2022 are: Mr. Pramod Ranjan - Managing Director & Chief Executive Officer Mr. Sreyas Arumbakkam - Associate Vice President - Finance & Chief Financial Officer.
Mr. Tom Antony Associate Vice President - Legal & Company Secretary.
The Board of Directors, based on the recommendations of Nomination and Remuneration Committee (NRC) and subject to Member's Approval, re-appointed Mr. Pramod Ranjan (DIN.:00887569) for a further period of three (3) years, with effect from November 11, 2021. In addition, based on the
recommendation of NRC Committee, the Board re-appointed Mr. Phillie D Karkaria (DIN.:00059397) for a second term commencing from January 23, 2022 up to November 05, 2023. Both the above appointments have been approved by the Members by way of Special Resolution as required under the provisions of the Companies Act, 2013.
9. Number of Meetings of the Board
Four (4) meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which forms a part of the Annual Report.
10. Board Evaluation
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual Directors pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the Board Composition and Structure; Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long- term strategic planning, etc.); Effectiveness of board processes, information and functioning, etc.; Extent of co-ordination and cohesiveness between the Board and its Committees; and Quality of relationship between Board Members and the Management.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc
In a separate meeting of Independent Directors, performance of Non-Independent Directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.
The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.,
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
At the Board Meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its Committees and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the independent director being evaluated.
11. Policy on Directors' Appointment and Remuneration and other details
The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on : http://orientalhotels.co.in/investors/policies/
12. Vigil Mechanism
The Company has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. The details of the policy have been disclosed in the Corporate Governance Report, which forms a part of the Annual Report and is also available on http:// orientalhotels.co.in/investors/policies/
13. Internal Financial Control Systems and their Adequacy
The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which forms a part of the Annual Report.
14. Committees of the Board
The following are the statutory committees of the Board
a. Audit Committee
b. Nomination and Remuneration Committee
c. Corporate Social Responsibility Committee
d. Risk Management Committee
e. Stakeholders' Relationship Committee
The details including the composition of the statutory committees, attendance at the meetings and terms of reference are included in the Corporate Governance Report, which forms a part of the Annual Report.
In addition to the above statutory committees, the Board constituted an Investment Committee and Approval Committee.
During the year under review, all recommendations of the Committees were approved by the Board.
15. Auditors
At the 47th AGM held on July 27, 2017, the Members approved the appointment of PKF Sridhar & Santhanam LLP, Chartered Accountants (Firm Registration No. 0039905S/S200018) as the Statutory Auditors of the Company to hold office for a period of five consecutive years from the conclusion of the 47th AGM till the conclusion of the 52nd AGM. Accordingly, PKF Sridhar & Santhanam, LLP, Chartered Accountants will complete their first term as the Statutory Auditors of the Company at the conclusion of the 52nd AGM and are eligible to be re-appointed as the Statutory Auditors of the Company for another term of five years. The Board of Directors based on the recommendation of the Audit Committee approved the re - appointment of PKF Sridhar & Santhanam, LLP, Chartered Accountants as the Statutory Auditors
of the Company for a second term of five consecutive years, i.e. to hold office from the conclusion of the ensuing 52nd AGM till the conclusion of the 57th AGM of the Company, to audit and examine the books of accounts of the Company, subject to approval of the Members at the ensuing AGM.
The necessary resolution for the re-appointment of PKF Sridhar & Santhanam, LLP, Chartered Accountants forms a part of the Notice convening the ensuing AGM scheduled to be held on Thursday, July 28, 2022.
16. Auditor's Report and Secretarial Audit Report
The Statutory Auditor's Report and the Secretarial Auditor's Report do not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial Auditor's Report is attached to this report as Annexure-3.
17. Risk Management
The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.
The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis which forms a part of the Annual Report.
18. Particulars of Loans, Guarantees or Investments
Particulars of loans, guarantees given and investments made during the year under review, in accordance with Section 186 of
the Companies Act, 2013 is annexed to this report. (Refer Note No(s): 6 & 7 of financials).
19. Related Party Transactions
In line with the requirements ofthe Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed on the Company's website at http://orientalhotels.co.in/investors/Policies.
During the year under review, all transactions entered into with related parties were approved by the Audit Committee. Details of transactions with related party as per Form AOC-2 are provided in the Annexure-2 to this Report.
20. Corporate Social Responsibility
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in - Annexure-5 of this report. For other details regarding
the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on http://orientalhotels.co.in/investors/policies/
21. Annual Return
As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII, Companies (Management and Administration) Amendment Rules, 2020, Annual Return in Form MGT-7 for FY 2021-22 is uploaded on the website of the Company and can be accessed at http://orientalhotels.co.in/investors/annual-report/
22. Particulars of Employees
The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure-4 to this report.
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company.
23. Disclosure Requirements
As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon, and the Management Discussion and Analysis are attached, which forms part of this report.
As per Regulation 34 of the SEBI Listing Regulations, a Business Responsibility Report is attached and is a part of this Annual Report.
Your Company has formulated and adopted a Dividend Distribution Policy as envisaged under Regulation 43A of the SEBI (Listing Obligations and Disclosures) Regulations, 2015 as part of its corporate governance practices.
The policy is available on the Company's website, at http://orientalhotels.co.in/investors/policies/
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
24. Deposits from Public
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on 31st March 2022.
25. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo [Pursuant to Companies (Accounts) Rules, 2014]
A. Conservation of Energy:- In its endeavor to conserve energy, various measures have been undertaken on an ongoing basis at the hotel units of the Company. Installation of energy efficient equipments and heating panels coupled with phasing out of conventional lightings with CFL and LED lights resulted in reduction in power consumption. Efforts to increase the share of renewable source of energy like wind and solar also help in reduction in both power consumption cost and carbon foot print.
B. Technology Absorption: The Company continues to adopt and use the latest technologies to improve the efficiency and effectiveness of its business operations.
C. Foreign Exchange Earnings and Outgo:
• Earnings : ?2,056.48 lakhs
• Outgo : ?239.21 lakhs
26. Material changes and commitment affecting the financial position of the Company
The impact of COVID-19 on the Company's financial statements has been given in Note 2(b) of the notes to financial statements for the year ended March 31, 2022 and the Company's response to the situation arising from the pandemic has been explained in the Management Discussion and Analysis, which forms a part of the Annual Report.
27. Significant and material orders passed by the regulators
During the year under review, no significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations.
28. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act)
The Company has always believed in providing a safe and harassment- free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the POSH Act, and the rules framed thereunder,
including constitution of the Internal Complaints Committee. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the POSH Act and the same is available on the Company's website at: http://orientalhotels.co.in/investors/policies/
During the financial year, the Company has not received any complaint.
29. Cost Auditors
Maintenance of cost records as specified by the Central Government under Section 148 (1) of the Act is not applicable to the Company.
30. Proceedings under Insolvency and Bankruptcy Code, 2016
During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.
31. Valuation
During the year under review, there were no instances of onetime settlement with any Banks or Financial Institutions.
32. Acknowledgement
The Directors thank the Company's, customers, vendors, investors and academic partners for their continuous support.
The Directors also thank the Government, concerned Government Departments and agencies for their co-operation.
The Directors appreciate and value the contribution made by every member of the OHL family.
The Directors place on record its appreciation for the valuable contributions made by all our employees and their families for making the Company what it is today.
For and on behalf of the Board
Place : Mumbai Puneet Chhatwal
Date : April 15, 2022 Chairman
DIN 07624616
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