|
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 COMPANY'S AFFAIRS:
The information on Company's 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 Board's 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 Director's 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.DIRECTOR'S 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
arm's 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 Company's 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 Hon'ble 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 Hon'ble High Court of Telangana and the Hon'ble 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 Hon'ble 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 Hon'ble 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 Hon'ble High Court. The
Company challenged the said claim before the Hon'ble High Court and the Hon'ble 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 Hon'ble Supreme Court of India .The Hon'ble 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 shareholder's 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 Company's website www.
viceroyhotels.in
44. INSURANCE:
The company has adequate insurance coverage against its assets covering all perils and
employee's 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. COMPANY'S 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 Company's 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 employee's 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 shareholder's 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) |
|