DIRECTORS' REPORT Dear Members, On behalf of the Board of Directors, we are happy to present the Twenty Ninth Annual Report of the Board of Directors of your Company along with the Balance Sheet, Proit and Loss Account and Cash Flow Statement (Standalone and Consolidated) for the year ended March 31, 2015. Key Financial and Operational Highlights Revenues from consolidated operations during the year has increased by 4.02% as compared to last year from Rs. 142.04 crores to Rs. 147.75 crores. Revenue from Standalone operations during the year 2014-15 is Rs. 84.63 crores as compared to Rs. 83.65 crores during 2013-14. The Company on a standalone basis has earned a profit of Rs. 8.97 crores during the year 2014-15 as against a loss of Rs. 26.93 crores during the year 2013-14. Hotel Industry as a whole has fared well during the year, but the operating costs have been increasing year on year. Even though travel tourism has increased, hotels have faced stiff competition because of entry of foreign hotel management companies, lack of infrastructure, socio political concerns, taxation etc., which has resulted in lower proits. Royal Orchid Hotels Limited has adopted an asset light strategy wherein there would be more focus on adding new Hotels under its Management Wing. This would ensure that the Company earns profits without additional investment into Assets. Royal Orchid has also consolidated its position after the sale of its Hyderabad Unit in 2013. During the year under review the Company repaid all the existing term loans covered under Corporate Debt Re-structuring scheme and has come out of CDR and all charges created against the loan covered under CDR stand released. Dividend and Transfers to Reserve The company has entered a new phase of growth and is now undertaking the various expansions and diversiication plans. To conserve resources and to fund new projects, the Board has not recommended for any Dividend for the iscal year 2014-15. No amount has been transferred to reserve during the year. Public Deposits In terms of the provisions of Sections 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits by Companies) Rules, 2014, the Company had no opening or closing balances and also has not accepted any public deposits during the year under review and as such, no amount of principal or interest was outstanding as on March 31, 2015. Material Changes and commitments affecting financial position between the end of financial year and date of report There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report. Key Business Developments during the year Royal Orchid Group, currently manages 29 hotels, with 2473 keys, situated across India (5 in Bengaluru, 2 in Mysuru, 1 in Hospet, 1 in Shivamogga, 2 in Pune, 3 in Jaipur, 1 in Goa, 1 in Navi Mumbai, 1 in Mussoorie, 1 in Vadodara, 1 in Gurgaon, 1 in Mahabaleshwar, 1 in Chandigarh, 1 in Bharuch, 1 in Ahmedabad, 1 in Bhuj, 1 in Rajkot, 1 in Haridwar, 1 in Kolkata) and East Africa (1 hotel in Tanzania and 1 in Nairobi, Kenya). The Company is investing in a project at Tanzania and is expecting the government approvals for the project. Your Company has been continuing its expansion drive with upcoming hotels at Mumbai, Surat, Amritsar, Shantiniketan, Dehradun and Jaipur; along with many more hotel projects in the pipeline, to be established across major cities in India/abroad. Your Company has pursued an 'Asset Light Strategy' in expansion of its hotels through Management Contracts. Your Company is exploring in Tier two and pilgrimage destinations across India as a right strategy at the right time, as there is a boost in domestic travel. Besides, the customers prefer services of branded hotels to standalone hotels. Your Company is taking initiatives to become one of the top-of-the-mind hotel brands for domestic leisure weekend travel which is already on the rise and also cashing in through quality engagement with today's domestic traveller who has shown keen interest in holiday spots which are rich in culture, heritage, nature and also in adrenalin water sports like we have in Goa. The brand today is present across the following categories: 5-star Business and Leisure hotels; 4-star Business & Long-stay hotels; Resorts & Heritage properties. The brand Re:gen:ta is a contemporary arm of the Royal Orchid Hotel group. With Sales Offices at 13 locations across India like Bengaluru, Delhi, Mumbai, Chennai, Jaipur, Goa, Pune, Shivamogga, Mysuru, Ahmedabad, Kolkata, Mahabaleshwar and Hyderabad, your Company is penetrating deep into the market for a better market share and following an aggressive feet-on-the-street approach to meet all potential clients in the corporate sector and travel agents parallelly. The other particulars of some of the key business developments which took place during the financial year 2014-15 have also been detailed out under the sections: Management Discussion & Analysis and Highlights 2014-2015 of this Annual Report. New Hotels opened during the year under review Hotel Royal Orchid, Nairobi, Kenya, East Africa: This 5 star Business hotel consists of 165 Premier guestrooms with multiple categories like king-size, twin bedrooms, suites and inter-connecting rooms to meet the needs of business travellers and families alike who stop by Nairobi for the city's hospitality and its own National Park and Safari Sanctuary. It is also connected to the Serengeti National Park en'route to other must-see locations in the city and around. The hotel also offers world-class services like multi-cuisine outlets, speciality restaurants & bars, round-the-clock room service, recreational facilities like an outdoor temperature controlled swimming pool, fitness centre, banquet venues for upto 200 guests and a full-fledged Bollywood casino. Re:gen:ta Orko's, Haridwar: Conveniently located on the main Haridwar-Rishikesh highway, the railway station and nearby religious sites of Chandi Devi Temple and Har-Ki-Pauri Ghat, this premium hotel has 56 contemporary guest-rooms which offers world-class facilities along with the charm of a warm country home designed to enhance one's stay with an on-site spa, a fitness centre, dining outlets and a well stocked library. Re:gen:ta Orko's, Kolkata: This 125 room signature hotel is a fine blend of style & substance for both business essentials & upscale leisure travelers. It offers a plethora of premium category guestrooms to suit every type of guest travelling to the Culture Capital of India. With state-of-the-art modern facilities & amenities, round-the-clock dining options, multiple banquet venues and ample car parking, one can be assured of a comfortable stay. In-house guests are offered access to the roof-top swimming pool, a world-class spa & gymnasium with all modern equipments during their stay. Particulars of Contracts or Arrangements made with Related Parties under Section 188 The particulars of contracts/arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, are provided in the prescribed Form AOC-2, appended as Annexure - 2 to this Boards' Report. Particulars of Loans/Guarantees/Investments Loans, Guarantees or Investments to subsidiaries and associates forms part of the notes to the financial statements provided in this Annual Report. Management Discussion and Analysis Report The Management's Discussion and Analysis Report on Company's performance - industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable, forms part of this Annual Report. Corporate Governance Your Company has been practising the principles of good corporate governance. A detailed report on corporate governance is available as a separate section in this Annual Report. Certiicate of the Company Secretary in whole-time practice regarding compliance with the conditions stipulated in Clause 49 of the Listing Agreement is provided separately as an Annexure - A to the Corporate Governance Report. Committees of the Board The Company's Board has various Committees: 1. Audit Committee 2. Nomination and Remuneration Committee 3. Stakeholders Relationship Committee 4. Corporate Social Responsibility Committee The details of the composition, meetings held during the year and attendance of the meetings and the terms of reference of the above Committees of the Board are provided in the Corporate Governance Report. Board Evaluation Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. Pursuant to the provisions of the Companies Act, 2013, and in line with our corporate governance guidelines, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of its Committees of the Board have been conducted. Number of Board Meetings held during the Year Your Board met five times in the financial year 2014-15 on 26.04.2014, 29.05.2014, 13.08.2014, 21.10.2014 and 29.01.2015. Declaration by Independent Directors The Company has received necessary declaration from all three Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Appointment of Woman Director To comply with the requirements of Section 149(1) of the Companies Act, 2013 read with amended Listing Agreement, Mrs. Sunita Baljee was appointed as an Additional Non-Executive Director on the board of the Company with effect from April 01, 2015 by Circular Resolution. The same was confirmed at the Board Meeting held on May 28, 2015. The Company has received a notice from a member proposing appointment of Mrs. Sunita Baljee. The Board recommends passing of the resolution appointing Mrs. Sunita Baljee as a Woman Director whose period of office is liable to retirement by rotation. Familiarization programme for Independent Director The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the Industry as well as key regulatory changes and reporting requirements as per the Companies Act and SEBI Guidelines etc. Nomination and Remuneration Committee In accordance with Section 178 of Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, the Company has constituted a Nomination and Remuneration Committee (erstwhile Remuneration committee) and formulated Royal Orchid Nomination and Remuneration Policy. Extracts of Nomination and Remuneration Policy • The Nomination and Remuneration Committee shall identify potential candidates who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal. •The Nomination and Remuneration Committee shall formulate the criteria for determining qualiications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other Employees. •The Nomination and Remuneration Committee shall, while formulating the policy ensure that— a. the level and composition of remuneration is reasonable and suicient to attract, retain and motivate Directors of the quality required to run the company successfully; b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and c. remuneration to Directors, key managerial personnel and senior management involves a balance between ixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals, provided that such policy shall be disclosed in the Board's Report. •Recommend nominees to various committees of the Board. •Approve and make recommendations to the Board of Directors in respect of Directors' fees, salary structure and actual compensation (inclusive of performance based incentives and beneits) of the Executive Directors, including the Managing Director; •Recommending remuneration for Non-Executive directors. •Ensuring that appropriate procedures are in place to assess Board's efectiveness and shall carry out evaluation of every Director's performance. •Developing an annual evaluation process of the Board and its Committees. •Assist the Board of Directors in ensuring that afordable, fair and efective compensation philosophy and policies are implemented; •Review and approve the compensation and ESOP to be granted to senior executives, requiring approval from the Board of Directors; •Review and approve the changes in terms and conditions of the ESOP; •Review and approve the overall budgetary increment proposals for annual increase of compensation and beneits for the Employees; •Criteria for selection and appointment of Non-Executive Directors; and •Review and approve any disclosures in the annual report or elsewhere in respect of compensation policies or Directors' compensation. Risk Management The Company has established an effective Compliance Mechanism to mitigate the risk and will be reviewed by the Board periodically. The Risk Management Committee is governed under the Audit Committee. The Company has identified various risks and also has mitigation plans for each risk identiied. Green Initiatives Electronic copies of the Annual Report 2014-15 along with Notice of the 29th Annual General Meeting are sent to all Members whose email addresses are registered with the Company/ Registrar and Transfer Agent. For Members who have not registered their email addresses, physical copies of the Annual Report 2014-15 under Section 101 of the Companies Act, 2013 are sent in the permitted mode. Members requiring physical copies can send a request to the Company. The Form "Green Initiative in Corporate Governance is annexed to the Notice of this Annual General Meeting. The Members are requested to fill the details and submit to the Compliance Oicer. Insider Trading Regulations Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the Code of Conduct for prevention of Insider Trading and the Code for Corporate disclosures, as approved by the Board from time to time, are enforced by the Company. The Company has adopted a Code of Conduct to regulate, monitor and report trading by insiders under the SEBI (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code for practices and procedures for fair disclosure of unpublished price sensitive information and this is made available on the Company's website www.royalorchidhotels.com The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, Officers and Designated Employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, Designated Employees and other employees from trading in the securities of the Company at the time when there is unpublished price sensitive information. The Board has appointed the Company Secretary as the Compliance Officer under the Code. Development in Human Resources and Industrial Relations The Company continues to maintain a very cordial and healthy relationship with its work force across all its units. The total number of permanent employees on rolls as well as contractual as at March 31, 2015 was 3179 across all its units. With the increase in work force due to expansion in business, envisaging the requirement of adequate on the job training across the various levels of employees, a major thrust to the training and development of multi skilled certification programmes has been initiated. The Company has technology based online learning portals; which can be synced with mobile phones for audio learning (in diferent languages). To attract and retain good employees in the company, we are ensuring the best place to work. Your company participated in "Great Place To Work" Employee Satisfaction survey during 2014 and achieved 75 percentile Index scores; it was conducted by 'The Economic Times' The Company has collaborated with American Hotel and Lodging Educational Institute (AHLEI) through Presidency College and funds Operations Certification courses through Baljee Trust. Your company has signed an Memorandum of Understanding with National Skill Development Corporation (NSDC) a non-profit company for a project called UDAAN, a Special Industry Initiative scheme for the State of Jammu and Kashmir with the aim to provide employment to the youths of J & K by imparting them industry speciic skills. Under Baljee Foundation, the company continues to serve the well-being of the larger community in terms of assisting them to be self reliant by honing their skills. The 'Hotel Royal Orchid Employees Welfare Trust' continues to offer financial support for medical and educational needs of certain category of employees. As required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the Annexure - 3 to the Directors' Report. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 The Company has zero tolerance for sexual harassment at its workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. During the year under review the Company has not received any complaints on sexual harassment. The company has complied with the Information required under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Corporate Social Responsibility Royal Orchid has always been committed to Corporate Social Responsibility (CSR) and is one of our commitments to the society. We have been carrying out the CSR activities in line with our focus areas. Presently, CSR is being regulated by law and we are determined to strengthen our commitment to further our CSR initiatives in accordance with the law. Our CSR activities are embedded around the vision of the Promoters of the Company. It goes beyond philanthropy and aims to bring about change in the society we live in. Your Company has constituted CSR Committee and has adopted a CSR policy, including the activities to be undertaken during the year. The CSR at Royal Orchid focuses on imparting Education, enhancing Employability and skill development of budding entrepreneurs. In accordance with Section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has formulated a Corporate Social Responsibility Committee and Corporate Social Responsibility Policy (Royal Orchid Corporate Social Responsibility Policy). Extract of Corporate Social Responsibility Policy To deine the Group's corporate and social obligations as a responsible citizen and oversee its conduct in the context of those obligations including as follows: • To oversee the creation of appropriate policies, review the CSR policies from time to time. • To approve a strategy for discharging the Group's corporate and social responsibilities. • To Monitor and Report the CSR activities to the Board. • To conduct an annual self-assessment of its performance and effectiveness, including its Terms of Reference, and report conclusions and recommendations for change to the Board. Presidency Educational Trust was established to focus on the education in the field of hospitality sector. The academy is a unique institution where students are exposed to hotel operations continuously as part of their academic curriculum. This is in addition to the mandatory industrial training. Royal Orchid also carries out it's CSR activities through Baljee Trust. The Trust has been carrying on CSR activities even before the mandatory requirement as per the new Companies Act, 2013. During the year under review the provisions of Section 135 (5) of the Companies Act, 2013 are not applicable to the Company as there was a cumulative loss in the preceding three inancial years. It is not out of place to mention here that, the Directors of your Company have always been benevolent in their contribution to the society in more ways than one. In this pursuit to give back to the society for philanthropic objectives in their personal capacity from the Trusts managed by them, they have during the year 2014-15 expended the following sums under the various heads from the Baljee Trust. Other Disclosures • During the year under review, the Company has not bought its own shares nor has given any loans to it's employees (including Key Managerial Personnel) of the Company for purchase of the Company shares. • During the year under review, no Commission or Remuneration was paid to the Executive Directors from Holding/Subsidiary Companies. • Your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. • The Company has paid the Annual Listing fees for the Year 2015-16 to NSE and BSE where the Company's Shares are Listed. • The Company has only one class of Share i.e. Equity Share with a face value ofRs. 10 each. The Authorised Capital is Rs. 50 Crores and issued/subscribed and paid up capital as at March 31, 2015 is Rs. 27,23,39,650 divided into 2,72,33,965 Equity Shares of Rs.10 each. During the year under review the Company has neither issued shares with diferential voting rights, nor granted stock options/sweat equity. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outflow Your company is continuously striving towards conservation of energy across all its units and has implemented various Energy Conservation programs and latest technology upgradation measures including: A. Conservation of Energy: 1. Installation of STP / ETP Plant with tertiary system in place for final treatment and utilization of treated water for cooling tower, flushing, landscaping and cleaning purpose. 2. Centralized Air-conditioning system chiller, waste heat dissipated in the cooling tower is captured in the de-super heater and hot water is generated for domestic use - Guest room and public area. 3. In place of HSD/LPG fired boilers we are using heat pump to generate hot water which has resulted in giving us 70% saving on the boiler fuel cost and the cold air which comes out of the heat pump is used as treated air and pumped into the back area or Guest area, thereby giving double advantage on energy conservation. 4. We took an extensive drive in replacing high energy consuming Incandescent lamp, Halogen lamp, Metal Halide & Sodium Vapor lamp to COB LED. 5. Occupancy sensors are provided for lighting and AC in public area, Back of the house, Toilets, Gym, Staircase etc. 6. Dawn & Dusk Sensor, Analog & Digital Timers are used for street lights, Hotel Periphery lights, Building focus lights, Hoardings, Signage's etc. 7. Energy audit, Environment audits are regularly carried out and the recommendations are implemented which gives good returns and reduces operation cost. 8. Rolling out extracts from HACCP, ISO14001, Green Globe etc. 9. Implementation of Total Productive Maintenance - Japanese Concept for upkeep / Operational eiciency of Plant and machinery, Kitchen equipment, Guest Area, Back Area & public area. 10. Implementation of Green Building requirements in a phased manner. 11. Solar System for hot water generation and lighting is implemented. 12. Implementation of Balance score card for development of Process to improve operational efficiency. 13. BMS is installed for efficient operation of engineering system. 14. Smart TV's are installed in the guest room to meet the present requirement of the guest. 15. All new hotel projects have achieved 100% LED Lighting for energy conservation. 16. Rain water harvesting is implemented for water conservation and water conservation program is implemented across the group. B. Technology absorption In the opinion of the Board, the required particulars pertaining to technology absorption as per Rule 8 of Companies (Accounts) Rules, 2014 are not applicable as the hotel forms a part of the service industry and the company does not have any significant manufacturing operations. The Company has also taken several constructive steps to conserve energy through its sustainability initiatives. C. Foreign Exchange Earnings and Outgo During the year under review, your Company earned Foreign Exchange Revenue of Rs. 12.29 Crores (Previous Year Rs. 18.01 Crores) and the Foreign Exchange outgo on account of commission and others is Rs. 0.52 Crores (Previous year Rs. 1.76 Crores). Statutory Auditors The Statutory Auditors M/s. Walker Chandiok & Co. LLP (LLP No. N500013), have been the Statutory Auditors for the Company for a period of 10 years. They have expressed their unwillingness to be re-appointed as the auditors of the Company and the Board places on record their appreciation. The Board proposes to appoint M/s Deloitte Haskins & Sells LLP, Chartered Accountants, as the statutory auditors of the Company. This change is in order to remain at the fore front of good governance and in recognition of regulatory changes in India. A consent from M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/ W-100018) together with a certificate that the appointment, if made, shall be in accordance with the conditions specified in Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received. The proposal for the appointment is included in the notice to this Annual General Meeting. Secretarial Auditor Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. G Shanker Prasad, Company Secretary in Whole-time Practice to undertake the Secretarial Audit of the Company for the fiscal year 2014-15. There were no qualifications by the Auditor in their Secretarial Audit Report in Form MR-3 for the Financial Year ended March 31, 2015 which is appended as Annexure - 4 to this Report. Explanations or Comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the Auditor There were no qualifications or adverse remark by the Auditors in their Auditors' Report. Audit Committee Recommendation During the financial year 2014-15, all the recommendations of the Audit Committee were accepted by the Board. Extract of Annual Return In accordance with Section 92 and 134(3)(a) of the Companies Act, 2013 an extract of the Annual Return in the Form MGT 9 is appended as Annexure - 5 to this Report. Litigation Royal Orchid Hotels Ltd. (ROHL) and Kamat Hotels Pvt. Ltd. (KHPL) are having a dispute over the use of the name ORCHID. In a suit filed by KHPL before the Bombay High Court in 2008, the Court passed a status quo order on April 5, 2011 allowing ROHL to use its trademark ROYAL ORCHID for its existing hotels and business, but not in respect of any new hotel or line of business. However, in Appeal, the Division Bench of the Bombay High Court permitted ROHL to use the trademark in respect of its new hotel at Vadodara. This was challenged by KHPL as the judge has not considered the pass off. The divisional bench of Bombay High court has neither expressly denied to use the trademark nor granted permission. ROHL has filed Special Leave Petition (SLP) before Supreme Court against the order of July 17, 2014 of Divisional Bench of Bombay High Court. In June 2013 the Intellectual Property Appellate Board (IPAB) allowed the Appeals filed by ROHL against the orders passed by the Trade Marks Registry rejecting the applications for registration of its trademarks in class 42 and the IPAB ordered that ROHL's trademarks be registered. ROHL's marks ROYAL ORCHID and ROYAL ORCHID HOTELS stand registered in Class 42 as per the Order of the IPAB and the said Order was challenged by KHPL in a writ petition before the Madras High Court. The Madras High Court passed order in favour of KHPL and the same has been challenged by ROHL before Supreme Court and the SLP is yet to be heard by Supreme Court. Details of signiicant and material orders passed by the regulators/ courts/ tribunals impacting the going concern status and the Company's operations in future There were no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations. Internal Financial Control Systems The Company has adequate system of internal controls, which ensures that all the transactions are authorised, recorded and reported correctly and assets are safeguarded and protected against loss from unauthorized use or disposition. The Company appointed Internal Auditors who does concurrent internal audits and management reviews and supplements the process of internal control every month. The internal control system has been designed to ensure that the inancial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets. The Company also has an Audit Committee; comprising 3 (three) professionally qualified Independent Directors, who interact with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference. This Committee mainly deals with accounting matters, financial reporting and internal controls. Vigil Mechanism The Company has adopted a channel for receiving and redressing of employees' complaints. Under this policy, we encourage our employees to report any reporting of fraudulent inancial or other information to the stakeholders, any conduct that results in violation of the Company's Code of Business Conduct, to management (on an anonymous basis, if employees so desire). Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employee's reasonable belief that such conduct or practice have occurred or are occurring. No individual in the Company has been denied access to the Audit Committee or its Chairman. The Audit/Risk and Compliance Committee periodically reviews the functioning of this mechanism. This meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. No personnel of the Company were denied access to the Audit Committee. Directors' Responsibility Statement Your Company's Directors make the following statement in terms of Section 134(5) of the Companies Act, 2013, which is to the best of their knowledge and belief and according to the information and explanations obtained by them: a. in the preparation of the Annual Accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the proit of the Company for the year ended on that date; c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the Directors have prepared the annual accounts on 'a going concern basis'; e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating efectively; and f. the Directors have devised proper system to ensure compliances with the provisions of all applicable laws and that such systems are adequate and operating efectively. Awards and Recognitions • Royal Orchid Hotels was awarded as one of the "Bengaluru 's Hot 50 Best Brands" at The Brand Summit and Awards for the years 2015 and 2014 which has been organized by Paul Writer. • Trip Advisor Winner 2015- Hotel Royal Orchid is awarded with Tripadvisor "Certificate of Excellence". Acknowledgments Your Directors place on record, their deep sense of appreciation to all Employees, support staf, for adopting to the values of the Company, viz., collaborative spirit, unrelenting dedication and expert thinking, to be an expertise led organization and the Company's Customers for letting us deliver the Company's Mission statement, to help the businesses and societies flourish. The Board also immensely thank all the Shareholders, Investors, Vendors, Service Providers, Bankers and all other Stakeholders for their continued and consistent support to the Company during the year. Your Directors would like to make a special mention of the support extended by the various Banks, Departments of Government of India, the State Governments, the Tax Authorities, the Ministry of Commerce, Ministry of Tourism, Government of India, Karnataka State Tourism Development Corporation (KSTDC), Ministry of Corporate Affairs, Ministry of Finance, Securities and Exchange Board of India, NSE & BSE and others and look forward to their continued support in all future endeavours. For and on behalf of the Board of Directors of Royal Orchid Hotels Limited Chander K Baljee Managing Director R V S Rao Director Place : Bengaluru Date : August 25, 2015 |