Royale Manor Hotels & Industries Ltd Directors Report

To

The Members,

Royale Manor Hotels and Industries Limited

Your directors have pleasure in presenting their 32^nd Annual Report on the business and operations of the Company together with its Audited Accounts for the year ended March 31, 2023. The Management Discussion and Analysis also included in this Report.

1. FINANCIAL RESULTS:

The highlights of the financial results of the Company for the financial year ended March 31, 2023 are as under:

(Rs in Lacs)

Particulars	2022-2023	2021-2022
Total Income	2,321.32	1449.27
Profit/(Loss) Before Financial Charges, Depreciation and Income Tax	683.32	326.62
Less: Financial Charges	94.27	98.18
Less: Depreciation	97.47	87.64
Profit before Income Tax and Exceptional Item	491.58	140.80
Add/(Less) : Extra ordinary/ Prior Period Items	0.00	0.00
Profit before Income Tax	491.58	140.80
Provision for Income Tax	116.28	55.42
Deferred Tax Income/(Expense)	(3.87)	(6.93)
Profit For the Year after Income Tax	379.17	92.31
Other Comprehensive Income	16.56	2.61
Profit Available for Appropriation	395.73	94.92
Appropriation
Reserve for Replacement of FF &E (Net)	40.09	18.52
Proposed Dividend	0.00	0.00
Tax on Dividend	0.00	0.00
Balance of Profit/(Loss) brought forward	1999.88	1886.43
Transfer to Capital Redemption Reserve	00	0.00
Balance carried to Balance Sheet	2435.70	1999.88

2. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR AND STATE OF COMPANYS AFFAIRS:

Financial Year 2022-23 was a year where the Company focused on exceeding its pre-pandemic levels of financial performance, establishing its market leadership. During the year under review, coming out of the disastrous effect owing to the pandemic, Ahmedabad hotels seen an increase in average room rate but a decline in average occupancy. The Average Occupancy of the hotel for 2022-23 has been reduced to 77% from 83.64% and the Average Room Rates of the hotel for the year 2022-23 has been noted as Rs 5,207/- as compared to Rs 3,137/- in the previous year 2021-2022.

The hotel unit of the Company "The Ummed Ahmedabad" ensures highest levels of Hygiene and Food Safety criteria. Further, the hotel has established superior ambience, interior decorations, services and loyal clientele retained its market leadership in the city of Ahmedabad and that has placed the hotel ahead of its competitors.

During the financial year 2022-23, Company had been in a position to achieve a turnover of Rs 2,321.32 Lacs in comparison to Rs 1449.27 Lacs in the previous year 2021-22. The Profit before Income Tax for the FY 2022-23 and FY 2021-22 were Rs 491.58 Lacs and Rs 140.80 Lacs respectively. Your directors are hopeful that with recovery in the economy, there would be a marked improvement in the performance of the company in the FY 2023-24.

3. CHANGE IN THE NATURE OF BUSINESS:

The Company is engaged in the activities of Hotels and Restaurants. There was no change in the nature of the business of the Company during the year under review.

4. SHARE CAPITAL:

The paid-up Equity Share Capital as on March 31, 2023 was Rs 18.88 Crore.

A) Allotment of equity shares pursuant to conversion of convertible warrants:

During the year under review, the board of director of your company has allotted 10,00,000 equity shares at Rs 15.74 each (including premium of Rs 5.74) at their meeting held on February 13, 2023 to Pioneer Buildcon Private Limited (promoter) in pursuant to the conversion of convertible warrant issued on preferential basis as approved of members of the company at the 31^st Annual General Meeting held on September 30, 2022. The Company has received trading approval from BSE Limited vide notice no. 20230227-11 dated February 27, 2023 admitting 10,00,000 number of equity shares for trading w.e.f. February 28, 2023. The newly issued equity shares shall rank pari passu with the existing equity shares of the company.

B) Issue of equity shares with diferential rights:

During the year under review, the Company has not issued any shares with diferential voting rights.

C) Issue of sweat equity shares:

During the year under review, the Company has not issued any sweat equity shares.

D) Issue of employee stock options:

During the year under review, the Company has not issued any employee stock options.

E) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

5. DIVIDEND:

During the year under review, the Company has not declared any dividend to the shareholder of the company.

6. UTILIZATION OF THE PROCEEDS OF PREFERENTIAL ISSUE:

Total issue size of Convertible Warrants (Rs)	Amount received per warrant	Amount utilized as per the object mentioned in the explanatory statement	Date of Raising Fund	Deviation/ variation
Rs 1.57 Crores	Rs 15.74 each	Rs 1.57 Crores	18.10.2022 & 13.02.2023	Nil

7. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any Subsidiaries, Associate and Joint Venture Companies. Hence, details for the same are not required to be mentioned here.

8. DIRECTORS AND KMP: a) Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company:

Name	Designation
Mr. Vishwajeet Singh U Champawat	Chairman and Managing Director
Ms. Seema Kalwani	Company Secretary cum Compliance officer (appointed on 08.07.2023)
Mr. Devraj Singh Chauhan	Chief Financial Officer

b) Directors:

Name	Designation
Mr. Jayesh V. Dave	Non-Executive – Independent Director
Mr. Ramprakash R. Kothari	Non-Executive – Independent Director
Mrs. Ranju Bhati	Non-Executive – Independent Director
Mrs. Mrinalini Singh	Non - Executive Director

c) Changes in Directors and Key Managerial Personnel during the year and till the date of AGM:

Name	Designation	Date of Appointment	Date of Resignation
Mr. Vishwajeet Singh U. Champawat	Chairman and Managing Director	18.10.2022 (change of designation)	--
Mr. U. Champawat	Chairman and Managing Director	--	02.10.2022 (due to demise)
Mrs. Mrinalini Singh	Non - Executive Director - Non-Independent Director	08.07.2023	--
Ms. Ranju Bhati	Non-Executive – Independent Director	22.07.2022	--
Mr. Yogesh Kumar Mehta	Chief Financial Officer		22.07.2022
Mr. Devraj Singh Chauhan	Chief Financial Officer	22.07.2022	--

 

Name	Designation	Date of Appointment	Date of Resignation
Mrs. Qury Nagadiya	Non-Executive – Independent Director	--	22.07.2022
Mrs. Somya Singhal	Company Secretary & Compliance Officer	--	08.07.2023
Ms. Seema Kalwani	Company Secretary & Compliance Officer	08.07.2023	--

d) Declaration by an Independent Director(s) and re-appointment, if any:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of conduct formulated by the Company as hosted on the Companys Website i.e. www.rmhil.com.

9. ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft Annual Return of the Company for the Financial Year ended on March 31, 2023 in Form MGT-7 is available on website of the Company and can be accessed at www.rmhil.com

10. NUMBER OF MEETINGS OF THE BOARD:

During the year the Board of Directors met 8 (Eight) times. The details of the board meetings are provided in Corporate Governance Report.

30-05-2022	22-07-2022	08-08-2022	18-08-2022
30-08-2022	18-10-2022	14-11-2022	13-02-2023

The Board of Directors of the Company were present at the following Board Meeting held during the year under review:

Name of Director	No. of Board Meeting Held during the period when the Director was on the Board	Meetings attended	Attendance at last AGM
Mr. Ummedsingh Champawat*	4	2	No
Mr. Vishwajeet Singh U Champawat	8	8	Yes
Mr. Ramprakash R. Kothari	8	8	Yes
Mr. Jayesh V. Dave	8	8	Yes
Ms. Ranju Bhati**	5	3	Yes
Mrs. Qury Nagadiya***	2	-	No

*Cessation due to demise w.e.f. 02-10-2022 **Appointed w.e.f. 22-07-2022

*** Resigned as on 22-07-2022

Extra Ordinary General Meeting:

One extraordinary general meeting was held through postal ballot during the year under review.

11. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors made the following statements in terms of Section 134(3) (c) of the Companies Act, 2013: a. That in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. That such accounting policies have been selected and applied consistently and judgment and estimates have been made 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, 2023 and of the Profit of the Company for the year ended on that date;

c. That proper and sufcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. That the annual financial statements have been prepared on a going concern basis;

e. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. That system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

12. AUDITORS:

A. Statutory Auditors:

In terms of Section 139 of the Companies Act, 2013 ("the Act"), and the Companies (Audit and Auditors) Rules, 2014, made thereunder, the present Statutory Auditors of the Company M/s. Naimish N Shah & Co, Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the Company from Annual General Meeting for the year 2022 and that they shall hold the office of the Statutory Auditors of the Company from the conclusion of this meeting until the conclusion of the Annual General Meeting which will be held in the year 2027 on such remuneration as may be fixed by the Board of Directors in consultation with them.

The certificate of eligibility under applicable provisions of the Companies Act, 2013 and corresponding Rules framed thereunder was furnished by them towards appointment of 5 (Five) years term.

B. Secretarial Auditors:

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 Mrs. Rupal Patel, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure -A".

Reply for qualification Remark in Secretarial Audit Report:

• The Company has informed to the promoters about the mandatory requirement of their holding shall be in dematerialized mode only.

13. TRANSFER TO/FROM RESERVES:

It is proposed to transfer Rs 395.73 lacs to reserves and Surplus out of the Profit for the FY 2022-23.

14. DEPOSITS:

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at March 31, 2023.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

16. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS:

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

18. 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. Moreover, during the year under review, there were no instances of onetime settlement with any Banks or Financial Institutions.

19. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

20. CORPORATE SOCIAL RESPONSIBILITY:

In todays world Corporate Social Responsibility is a very important and dominant concept for external environment. Every year 5^th June is observed as the World Environment Day around the world and is of immense importance for The Ummed Ahmedabad. It is about creating wealth for all our stakeholders, embracing diversity, minimizing resource consumption. We provide healthy and hygienic food to our valuable customers. Customer satisfaction is our motive. This is a commitment to safeguard the health and safety of our employees and neighbors, to support the local economy and to treat our staff fairly.

21. BUSINESS RISK MANAGEMENT:

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either /or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates and reputation as "Risks". Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year under review, the Company retained external audit frm to review its existing internal control system with a view of tighten the same and introduce system of self-certification by all the process owners to ensure that internal controls over all the key business processes are operative. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate and proper internal financial controls with reference to the Financial Statements during the year under review.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

25. EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Companys vision and strategy to deliver good performance.

26. NOMINATION & REMUNERATION POLICY OF THE COMPANY:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is available on the Companys website at www.rmhil.com.

27. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has been proactive in the following principles and practices of good corporate governance. A report in line with the requirements of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the report on Management Discussion and Analysis and the Corporate Governance practices followed by the Company and the Auditors Certificate on Compliance of mandatory requirements are given as an "Annexure B" & "Annexure C" respectively to this report.

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.

As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the Auditors Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual Report.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-D".

29. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments, afecting the financial position of the Company which has occurred between the end of financial year as on March 31, 2023 and the date of Directors Report.

30. PARTICULERS OF EMPLOYEES & EMPLOYEE REMUNERATION:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as "Annexure- E" to the Boards report. None of the employees of the Company drew remuneration of Rs 1,02,00,000/- or more per annum and Rs 8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

31. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provision of sexual harassment of women work at workplace (Prevention, Prohibition and redressal) Act, 2013 and the rules framed thereunder. During the financial year 2022-23, the Company has not received any complaint on sexual harassment.

32. TRANSFER OF UN-CLAIMED DIVIDENDS:

The Company does not have any funds lying as unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

33. SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards - 1,2,3 and 4 issued by the Institute of Company secretaries of India relating to ‘Meetings of the Board of Directors and General Meetings, ‘Payment of Dividend and ‘Report of the Board of Directors respectively, have been duly followed by the Company.

34. ACKNOWLEDGMENT:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

By Order of the Board of Directors
For Royale Manor Hotels & Industries Limited
Place: Ahmedabad
Date: 04/09/2023
Registered Office:
International Airport Circle,
Ahmedabad, Gujarat, 382475
CIN: L55100GJ1991PLC015839	Sd/-
Phone No.: 079-22868641,2,3,	Vishwajeet Singh U Champawat
Email: royalemanorhotels@gmail.com	Chairman and Managing Director
Website: www.rmhil.com	DIN: 00519755