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Viceroy Hotels Ltd.

BSE: 523796 Sector: Services
NSE: VICEROY ISIN Code: INE048C01017
BSE 00:00 | 24 Apr 2020 Viceroy Hotels Ltd
NSE 05:30 | 01 Jan 1970 Viceroy Hotels Ltd

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OPEN 1.08
PREVIOUS CLOSE 1.03
VOLUME 100
52-Week high 3.50
52-Week low 0.78
P/E
Mkt Cap.(Rs cr) 5
Buy Price 1.08
Buy Qty 24900.00
Sell Price 0.80
Sell Qty 9.00
OPEN 1.08
CLOSE 1.03
VOLUME 100
52-Week high 3.50
52-Week low 0.78
P/E
Mkt Cap.(Rs cr) 5
Buy Price 1.08
Buy Qty 24900.00
Sell Price 0.80
Sell Qty 9.00

Viceroy Hotels Ltd. (VICEROY) - Director Report


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Company director report

To

The Members Viceroy Hotels Limited

Your Directors are pleased to present to you the 54th Annual Report alongwith the Audited Statement of Accounts of the Company for the year ended 31stMarch 2019.

PERFORMANCE / FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31 2019 issummarized below:

(Rupees in Lakhs)

(Rupees in Lakhs)
PARTICULARS

STANDALONE

CONSOLIDATED

2018-19 2017-18 2018-19 2017-18
Income from Operations 8808.53 8382.65 12242.67 11810.39
Other Income 44.63 1707.37 308.85 1903.98
Total Revenue 8853.17 10009.02 12551.53 13714.37
Profit before Interest and Depreciation 701.13 2690.75 (52.77) 2630.98
Interest 72.71 2072.37 242.00 2272.16
Depreciation 917.74 832.92 1083.48 1039.07
Profit before Tax and Extraordinary Items (289.33) (214.54) (1378.25) (680.25)
Exceptional Items (703.69) (42659.65) 0 (42659.65)
Provision for Current Tax 0 0 0 0
Deferred Tax 255.94 988.68 197.47 996.41
Profit after Tax (1248.97) (43862.87) (1575.73) (44336.32)

APPOINTMENT OF RESOLUTION PROFESSIONAL

National Company Law Tribunal (NCLT) has initiated Corporate Insolvency ResolutionProcess (CIRP) in respect of Viceroy Hotels Limited ("the Company") under theprovisions of the Insolvency and Bankruptcy Code 2016 ("the Code") with effectfrom March 12 2018.

In this connection Mr. CMA Karuchola Koteswara Rao(IP Registration No.IBBI/IPA-003/IP-N00039/2017-18/10301) has been appointed as an Interim ResolutionProfessional (IRP) to carry out the activities relating to CIRP as per the rulesregulations and guidelines prescribed by the Code.

The Committee of Creditors ('COC') in its first meeting held on 09/04/2018 appointedMr. Karuchola Koteswara Rao (who was appointed as IRP pursuant to an order of theHonorable National Company Law Tribunal Hyderabad Bench ('NCLT') dated 12th March 2018)as RP of the company.

During this period the NCLT has prescribed moratorium period for prohibiting all ofthe following namely:

I. the institution of suits or continuation of pending suits or proceedings against thecorporate debtor including execution of any judgement decree or order in any court oflaw tribunal arbitration panel or other authority.

II. transferring encumbering alienating or disposing of by the corporate debtor anyof its assets or any legal right or beneficial interest therein.

III. any action to foreclose recover or enforce any security interest created by thecorporate debtor in respect of its property including any action under the securitizationand reconstruction of financial assets and enforcement of security interest act 2002.

IV. the recovery of any property by owner or lessor where such property is occupied byor in the possession of the corporate debtor.

As per Section 17 of the Insolvency and Bankruptcy Code from the date of appointment ofthe interim Resolution Professional -

a) the management affairs of the company shall vest in the resolution professional.

b) the power of the board of directors company shall stand suspended and be exercisedby the Resolution Professional.

c) the officers and managers of the company shall report to the resolution professionaland provide access to such documents and records of the company as may be required by theinterim resolution professional.

d) the financial institutions maintaining accounts of the company shall act on theinstructions of the interim resolution professional in relating to such accounts furnishall information relating to the company available with them to the ResolutionProfessional.

During the financial year the Honorable National Company Law Tribunal Hyderabad Bench('NCLT') has granted an extension of CIRP period as under.

Date Particulars No. of Days
12/03/2018 12/03/2018 to 07/09/2018 180
04/09/2018 08/09/2018 to 06/12/2018 90
06/12/2018 07/12/2018 to 20/01/2019 45
11/01/2019 21/01/2019 to 06/03/2019 45
08/03/2019 07/03/2019 to 26/03/2019 20
Total 380

As per the provisions of the Insolvency and Bankruptcy Code 2016 (IBC)the Committee ofCreditors of M/s Viceroy Hotels Limited has been approved by the resolution plan submittedby M/s CFM Asset Reconstruction Company Private Limited through e-voting process(19thMarch 2019 - 4.00 p.m to 20th March 2019- 4.00 p.m.) identified as a successfulresolution applicant subject to approval of the Hon'ble NCLT Hyderabad bench.

PERFORMANCE

Your Company achieved a gross turnover of Rs. 880853887 /- for the period endedMarch 31 2019 as against Rs. 838265312 /- for the previous year ended March 312018.On an annualized basis turnover for the current period ended March 312019increased by5.08% percent as compared to the previous period.

DIVIDEND

In view of loss incurred by your Company your directors regret and express theirinability to recommend dividend for the period ended March 312019.

TRANSFER TO RESERVES

For the financial year ended 31st March 2019 the Company has not transferred anyamount to General Reserve Account. SUBSIDIARIES

The Company has 5 subsidiaries as on March 312019. There has been no material changein the nature of the business of the subsidiaries. The Consolidated Financial Statementsprepared by the Company include the financial information of subsidiary companies namelyCafe D Lake Private Limited Crustum Products Private Limited Viceroy Chennai Hotels& Resorts Private Limited Minerva Hospitalities Private Limited and BanjaraHospitalities Private Limited.

Pursuant to Section 136(1) of the Companies Act 2013 the Balance Sheet Statement ofProfit and Loss and other documents of the said subsidiary companies are required to beannexed to the accounts of the holding Company. The Companies Act 2013 had grantedgeneral exemption for listed companies from complying with the provisions of section 136of the Companies Act 2013 subject to certain conditions being fulfilled by the Company.Accordingly the Balance Sheet Profit and loss account and other documents of thesubsidiary companies are not being attached with the Balance Sheet of the Company. Astatement containing the brief details of financials of subsidiary companies for the yearended March 31 2019 is enclosed in the Annual Report. The annual accounts of the saidsubsidiary companies and relevant information shall be made available to the shareholderswho seek such information and are also available for inspection by any shareholder at theRegistered Office of the Company on any working day during business hours. Copy of thesaid details will be provided upon receipt of written request from the shareholders

Cafe D Lake Private Limited:

The application filed by the Tourism Finance Corporation of India Ltd against the CafeD''lake Private Limited under Sec. 7 of The Insolvency Bankruptcy Code 2016 for nonpaymentof Loans and an Order has been received by the company from NCLT.

The Hon'ble National Company Law Tribunal ('NCLT') vide its order dated 18th March2019 had initiated Corporate Insolvency Resolution Process under the provisions of theInsolvency and Bankruptcy Code 2016 ('the Code') in respect of M/s. Cafe D''lake PrivateLimited wholly owned subsidiary of the Company and has appointed Mr. M. Vijaya BhaskaraRao (IP Registration no. IBBI/IPA-002/IP-N00160/2017- 18/10429) as Interim ResolutionProfessional ('IRp') to carry out the functions as mentioned under the Code.

Further that Hon'ble National Company Law Tribunal Hyderabad vide its order dt.29/04/2019 in respect of M/s. Cafe D''lake Private Limited appointed Mr. Mukesh KumarGupta (IBBI Registration No. IBBI/IPA-001/IP-P00207/2017-2018/10407) as ResolutionProfessional of the Company in the place of Mr. M. Vijaya Bhaskara Rao.

M/s Cafe D'Lake Private Limited which operates all the restaurants businesses ofMinerva Coffee-shop Blue Fox Bar & Restaurant Eat Street and Water Front hasachieved a turnover of Rs. 34.34 crores for the year ended 31st March 2019 (un audited)as against Rs.36.24 Crores for previous year. However there was a net Loss of Rs.9.14Crores for the year ended 31st March 2019 as against the loss of Rs. 4.17 Crores forthe previous years.

Crustum Products Private Limited:

During the year under review there is no income from operations. The net loss for theyear ended 31st March 2019 is Rs. 1.15 Crores as against net loss of Rs. 0.56 Crores inthe previous year.

Viceroy Chennai Hotels & Resorts Private Limited:

Viceroy Chennai Hotels & Resorts Private Limited has no operations commenced as ondate.

Minerva Hospitalities Private Limited:

Minerva Hospitalities Private Limited has not commenced operations as on date.

Banjara Hospitalities Private Limited

Banjara Hospitalities Private Limited has not commenced operations as on date.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURESOR ASSOCIATE COMPANIES DURING THE YEAR

During the Financial Year 2018-19 no company ceased to be subsidiary of the companyand your company does not have any associates or joint ventures.

BOARD OF DIRECTORS

Consequent to an order of the Honorable National Company Law Tribunal Hyderabad Bench('NCLT') dated 12th March 2018 the Company is currently under Corporate InsolvencyResolution Process ('CIRP') as per the provisions of the Insolvency and Bankruptcy Code2016 (IBC) and as per Section 17 of the Code the powers of the Board of Directors ofViceroy Hotels Limited (Corporate Debtor) stands suspended and such powers shall be vestedwith Mr. Karuchola KoteswaraRao Resolution Professional.

During the year under review Mr. Katragadda Rajesh Independent Director has resignedfrom the directorship of the Company with effect from 25/04/2018 owing to personalreasons.

Mr. P Chakradhar Reddy Resigned as director of the company w.e.f 17/04/2019 and thesame has been accepted.

KEY MANAGERIAL PERSONNEL

There is no change in the Key managerial Personnel of the Company during the year underreview.

However Mrs. Sonam Jaiswal has resigned as the company secretary and the complianceofficer of the company w.e.f 29.05.2019.

Mr. Sreedhar Sing has been appointed as compliance officer of the company w.e.f.29/05/2019.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Companyconfirming that they fulfill the criteria of independence as prescribed under sub-section(6) of Section 149 of the Companies Act 2013 and the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.

MEETINGS OF THE BOARD OF DIRECTORS DURING THE FINANCIAL YEAR

During the year five meetings of the Board of Directors (RP) were held as morepeculiarly disclosed in the attached Report on Corporate Governance. The intervening gapbetween any two meetings was within the prescribed period.

The number and dates of meetings held by the Board and its Committees attendance ofDirectors and details of remuneration paid to them is given separately in CorporateGovernance Report in terms of Section 134(3)(b) of the Companies Act 2013.

BOARD EVALUATION

As mandated under the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the annual performance evaluation of theDirectors individually vis-a-visthe Board and its committees have been carried out. Themanner of such evaluation has been disclosed in the Corporate Governance Report.

In terms of Section 17 of the Code on commencement of the Corporate InsolvencyResolution Process (CIRP) the powers of the Board of Directors of VHL stands suspendedand the same are being exercised by Mr. Karuchola Koteswara Rao. The management of theaffairs of VHL has been vested with Mr. Karuchola Koteswara Rao.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act 2013 your Directors confirm that tothe best of their knowledge and belief and according to the information and explanationavailable to them

i. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

ii. Such accounting policies as mentioned in the notes to the financial statements havebeen selected and applied consistently and judgments and estimates that are reasonable andprudent made so as to give a true and fair view of the state of affairs of the Company atthe end of the financial year 2018- 19 and of the statement of profit of the Company forthat period;

iii. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv. The annual accounts for the year 2018-19 have been prepared on a going concernbasis.

v. Those proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

That systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

SHARE CAPITAL

The paid up Equity Share Capital as on March 312019 was Rs. 424052240. During theyear under review the company has not issued any shares or any convertible instruments.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business during the year.

MATERIAL CHANGES AND COMMITMENTS

In terms of Section 17 of the Code on commencement of the Corporate InsolvencyResolution Process (CIRP) the powers of the Board of Directors of VHL stands suspendedand the same are being exercised by Mr. Karuchola Koteswara Rao. The management of theaffairs of VHL has been vested with Mr. Karuchola Koteswara Rao.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors and Senior Management personneland fix their remuneration. The Remuneration Policy is posted on the website of theCompany at the link: www.viceroyhotels.in

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments under section 186 of CompaniesAct.2013 have been disclosed in the financial statements.

FINANCIAL INFORMATION ABOUT SUBSIDIARIES AND ASSOCIATE COMPANIES

Pursuant to First Proviso to Sub-section (3) of Section 129 read with Rule 5 ofCompanies (Accounts Rules) 2014 a statement containing summary of financial informationof Subsidiaries and Associate Companies is provided in "Form AOC- I" asAnnexure-I to this report. As per the provisions of section 136 of the Act the financialstatements of the Company consolidated financial statements along with relevant documentsand separate audited accounts in respect of subsidiaries are available on the website ofthe Company

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets prevention and detection of frauds and errors accuracy and completeness ofthe accounting records and timely preparation of reliable financial disclosures.

The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysis which forms part of this report.

STATUTORY AUDITORS

M/s. P C N & Associates. Chartered Accountants Firm's Registration number:016016S were appointed as Statutory Auditors of the Company for a period of 5 Years fromthe Conclusion of 52 Annual General Meeting of the Company till the conclusion of 57Annual General Meeting of the Company subject to ratification by members in every AnnualGeneral Meeting.

However by the Companies (Amendment) Act 2017 provisions pertaining to ratificationof appointment of Statutory Auditor has been omitted with effect from 7th May 2018.Hence the agenda for ratification of appointment of M/s. P C N & Associates.Chartered Accountants as Statutory Auditors has not been proposed in the Notice conveningthe Annual General Meeting.

M/s. P C N & Associates.(Formerly Known as Chandra Babu Naidu & Co.) CharteredAccountants Firm's Registration number: 016016S Hyderabadas the Statutory Auditors havebeen appointed as the Statutory Auditors of the Company for a period of 5 years at the52nd Annual General Meeting of the company i.e. up to the conclusion of the 57thAnnualGeneral Meeting of the company. The Ministry of Corporate Affairs vide its Notificationdated 7thMay 2018 has dispensed with the requirement of ratification of Auditor'sappointment by the shareholders every year. Hence the resolution relating toratification of Auditor's appointment is not included in the Notice of the ensuing AnnualGeneral Meeting.

With reference to observations made in Auditor's report the notes of account isself-explanatory and therefore do not call for any further comments. The results for theyear ended March 31 2019 have been subjected to an audit by the Statutory Auditors of thecompany and a qualified report has been issued by them thereon.

Qualifications of Auditor for the year 2018-2019

a. Capital Work In progress: The Company has converted capital work in progress intoFixed Assets during the F.Y 2017-18 of an amount of Rs.111.94 Crores. However the companyhas not submitted us any valuation certificate towards capitalization of fixed assets ofRs.111.94 crores and the depreciation claimed by the company towards such capitalizationof fixed assets for the F.Y 2017-18 is Rs. 358.34 Lakhs and for the F.Y 2018-19 Rs. 599.98Lakhs As we could not obtain sufficient audit evidence in this regard and thecapitalization is not in compliance with the generally accepted accounting principles weare unable to comment upon the true and fair view of the same.

The company has passed board resolution on 26-08-2017 for converting Capital work inprogress of Rs. 111 .94 Crores to fixed assets. The depreciation claimed by the company oncapitalization of fixed assets for the F.Y 2017-18 is Rs. 358.34 Lakhs and for the F.Y2018-19 Rs. 599.98Lakhs.

b. Forfeiture of advance: The Company has forfeited an advance of amounting toRs.134.65 Crores received from Mahal Hotel Private Limited Bhagyanagar Investments andtrading private limited and Ganga Industrial Corporation Limited in the F.Y 2013-14 andadjusted in slump sale proceeds as disclosed in the annual report of F.Y 2013-14. In thefinancial year 2017-18 again the company has recognised the forfeited advances in thebooks of accounts as liability which is not in line with the IND AS accounting policiesalso the management of the company has not provided us any supporting document towards rerecognition of such advances as liability in the books of accounts in the F.Y 2017-18. Asper the Business transfer agreement (BTA) entered between Viceroy Hotels Limited and MahalHotels Limited dated 02nd April 2011 the company M/s Viceroy Hotels Ltd received anadvance of Rs.124.52 Crores (Included in above said advance Rs.134.65 Crores). The dateof termination of the agreement is 31.12.2011. In the event of termination the company isliable to repay the advance along with the interest @2% per month till the date ofrepayment. However no interest has been paid or provided by the company in its Books ofAccounts since the termination of the agreement which is not in line with the accountingprinciples. Hence we are unable to comment upon the true and fair view of the same.

The company has forfeited an amount of Advance of Rs.134.65crores erroneously in theFinancial year 2013-14 (Bhagyanagar Investment &Trading Private Limited- Rs.11.77Crores Ganga Industrial Corporation- Rs.0.65 Crores Mahal Hotel Private LimitedRs.122.23 crores) and the same is taken back into the Books as Exceptional Itemin the F.Y2017-18.

c. Directorate of Enforcement: The Directorate of Enforcement made a ProvisionalAttachment Order in PAO No. 04/2019 dated 26.03.2019 passed by the Deputy DirectorDirectorate of Enforcement against the M/s Viceroy Hotels Limited of OC No.1118/2019pending adjudication before the Honourable Adjudicating Authority PMLA 2002 fromalienating the proceeds of crime in the form of movable and immovable properties which areinvolved in money laundering and the non-attachment may seriously affect and frustrate theproceedings under PMLA 2002. The resolution professional has challenged the provisionalattachment order of Enforcement Directorate Chennai before the Hon'ble NCLT Hyderabadon 08-04-2019. NCLT has raised the attachment of Enforcement Directorate Chennai. Furtherproceedings are subject to the respective authorities.

The company has received provisional attachmentof immovable and movable propertieshaving avalue of Rs. 315.50 Crores from Directorate of Enforcement Chennai on 26.03.2019.

The resolution professional has challenged the provisional attachment order ofEnforcement Directorate Chennai before the Hon'ble NCLT Hyderabad on 08-04-2019. NCLThas raised the attachment of Enforcement Directorate Chennai.

Further as per the Hon'ble NCLT Hyderabad order dated 11.07.2019 declared thatimmovable and movable properties of Viceroy Hotels limited can't be attached by theEnforcement Directorate - Chennai when the company is under Corporate InsolvencyResolution Process ("CIRP").

d. NCLT: The Asset Reconstruction Company (India) Ltd (ARCIL) has filed plea underSec.7 of The Insolvency and Bankruptcy code 2016 against M/s Viceroy Hotels Limited fornon-payment of dues and the same has been accepted by the Hon'ble NCLT. Furtherproceedings are subject to NCLT order. The Resolution Professional has invited Expressionof Interest from the prospective bidders for submission of Resolution Plans for revival ofthe Company. In terms of provisions of the Insolvency and Bankruptcy Code 2016 (IBC) theresolution plan submitted by M/s CFM Asset Reconstruction Company Private Limited for M/sViceroy Hotels Limited has been approved by the Committee of Creditors (COC) of thecompany in its 18th COC meeting and identified as a successful resolution applicantsubject to the approval of the Hon'ble NCLT Hyderabad bench.

As per the provisions of the Insolvency and Bankruptcy Code 2016 (IBC) the Committeeof Creditors of M/s Viceroy Hotels Limited has been approved by the resolution plansubmitted by M/s CFM Asset Reconstruction Company Private Limited in its 18th COC throughe-voting process identified as a successful resolution applicant subject to approval ofthe Hon'ble NCLT Hyderabad bench.

e. Loans from Banks or Financial Institutions: During the current Financial Year thecompany has not provided interest on the loans obtained from various Banks and financialInstitutions which is not in accordance with generally accepted accounting principles.Confirmations from Banks/Financial Institutions are not yet received in this regard dueto the non-provision of interest in the financial statements; the financial statements maynot give a true and fair view in this regard.

As the loans turned as Non-Operating Assets there is no correspondence from the banksand financial institutions regarding the interest provision hence as a result the companycould not provide for the interest expense during the year.

f. Statutory Dues: The Company has not paid the statutory dues for a period more than 6months is as follows as per the Books and records verified by us as on 31-03-2019.

Pa rticulars Amo u nt ( Rs . )
1 TDS 33129274/- (F.Y 2013/14 - Rs.16537076/- F.Y 2014/15 - Rs.13391164/- F.Y 2015/16 - Rs.1747280/- F.Y 2016/17 - Rs.1453754/-)
Total 33129274/-

The Company is in the process of clearing outstanding statutory dues.

g. Non availability of confirmations Trade Receivables Trade Payables - In the absenceof alternative corroborative evidence we unable to comment on the extent to which suchbalances are recoverable.

The company is in the process of obtaining the confirmation from them.

h. Exceptional items: The management decided to write off various assets capital workin progress etc for an amount of Rs. 291.94 crores in the F.Y 2017-18 for which there isno provision has made for such amount up to F.Y 2016-17 .

The Company has passed board resolution on 14-02-2018 for Writing off various AssetsLiabilities Incomes and Expenses.

i. In respect of investment in subsidiaries those have significant accumulated Lossesas on March 31st 2019. And the Loans and advances given to those subsidiaries. TheManagement of the company is of the view that the 100 percent provision for made for Lossof such investments in the Profit & Loss account made during the F.y 2017-18 in theaccompanying IND As financial statements. In the absence of fair valuation of thoseinvestments in the subsidiaries we are unable to comment on the total provision made bythe company in this regard.

The company believes investments in subsidiaries has been eroded fully have madeprovision.

j. Tax Disputes: the company has material tax disputes with the Income Tax departmentas given under as per the information submitted by the management in this regard. Howeverthe company has not made provision for such dues in the financial statements for the yearending 31-03-2019. As per the information submitted by the company to us the following arethe cases pending at different levels.

Name of the Statue Nature of Dues Section under which order is passed Amount (Rs.) Period to which it relates Case is pending at
Income Tax Act 1961 Income Tax 154 Rs.546819040/- AY 2014-15 Commissioner of Income Tax Appeals
Income Tax Act 1961 Income Tax 143(3) Rs.83089950/- A.Y 2016-17 Commissioner of Income Tax (Appeals)

It is not possible to predict the outcome of the pending litigations with accuracy thecompany believes based on legal opinions received that it has meritorious defenses tothe claims. The management believes the pending actions will not require outflow ofresources embodying economic benefits and will not have a material adverse effect upon theresults of the operations cash flows or financial condition of the company.

k. Going Concern The above conditions indicate the existence of material uncertaintieswhich may cast significant doubt on the Company's abilities to continue as going concern.In the event that the going concern assumption of the company is inappropriateadjustments will have to be made as not a going concern. However the financials has notbeen made with such adjustments for the F.Y 2018-19.

Management believes the status of going concern is not affected and is confident ofmaintaining the going concern status and is undergoing the process of IBC Code 2016. Thefinal status can be known on approval of resolution plan.

Further the Auditors' Report for the financial year ended 31st March 2019 is appendedherewith for your kind perusal and information.

INTERNAL AUDITORS

The Board (RP) has re-appointed M/s. Sriramamurthy & Co Chartered Accountants asthe Internal Auditors of your Company. The Internal Auditors are submitting their reportson Quarterly basis. The remuneration of internal auditor's as may be mutually agreed uponbetween the Board (RP) of the Company and Internal Auditors.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board (RP) hasappointed Mr. A. N. Sarma Practicing Company Secretary to conduct Secretarial Audit forthe financial year 2018-19. The Secretarial Audit Report pursuant to Section 204(1) ofthe Companies Act 2013 for the financial year ended 31st March 2019 is given in'Annexure ^/'attached hereto and forms part of this Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The details of conservation of energy are given in Management Discussion &Analysis.

FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134(3)(m) of the Act read with Rule 8 of the Companies(Accounts) Rules 2014 the information relating to foreign exchange earnings and expensesis set out in Notes 32 and 33 of the Notes to the Financial Statements.

PARTICULARS OF EMPLOYEES / HUMAN RESOURCES

The disclosure required to be furnished pursuant to Section 197 (12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isappended as Annexure VII to this Report. The statement containing names of top tenemployees in terms of remuneration drawn and the particulars of employees as required tobe furnished pursuant to Section 197 (12) read with Rule 5 (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisAnnual Report. However as per the provisions of Section 136 (1) of the Act the reportsand accounts are being sent to all the Members of your Company. In terms of Section 136 ofthe Act the said annexure is open for inspection at the Registered Office of the Company.Any shareholders interested in obtaining a copy of the same may write to the CompanySecretary

PUBLIC DEPOSITS

During the year under review your Company has neither invited nor accepted anydeposits from the public and as such no amount on account of principal or interest ondeposits from public was outstanding as on the date of the balance sheet.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given inannexure VII

EMPLOYEE RELATIONS

The relationship with the employees continues to be cordial. The Directors would liketo place on record their appreciation of the services rendered by all the employees of theCompany.

EXTRACT OFANNUAL RETURN

As provided under Section 92(3) of the Act the extract of annual return is given inAnnexure-Vin the prescribed Form MGT-9 which forms part of this report.

POLICY ON MATERIAL SUBSIDIARIES

Policy for determining material subsidiaries of the Company is available on the websiteof the Company (URL: www.viceroyhotels.in ).

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The details of Vigil Mechanism and Whistle Blower Policy are available under CorporateGovernance Report which forms part of Directors Report.

TRANSACTIONS WITH RELATED PARTIES

Information on transactions with related parties pursuant to Section 134(3)(h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure-IIin Form AOC-2 and the same forms part of this report.

POLICY ON RELATED PARTY TRANSACTIONS

Policy on dealing with related party transactions is available on the website of theCompany (URL: www.viceroyhotels.in ). INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations 2015 the code ofConduct and Code on Fair Disclosure and these code are available on the website of thecompany (URL: www.viceroyhotels.in ).

FIXED DEPOSITS

Your Company has not accepted any fixed deposits and as such no principal or interestwas outstanding as on the date of the Balance sheet.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE

The application filed by the Asset Reconstruction Company (India) Ltd (ARCIL) againstthe company under Sec. 7 of The Insolvency Bankruptcy Code 2016 has been approved by theHonorable National Company Law Tribunal Hyderabad Bench ('NCLT') dated 12th March 2018.The Committee of Creditors meeting was conducted and a Resolution Professional wasappointed.

Consequent to an order of the Honorable National Company Law Tribunal Hyderabad Bench('NCLT') dated 12th March 2018 the Company is currently under Corporate InsolvencyResolution Process ('CIRP') as per the provisions of the Insolvency and Bankruptcy Code2016 (IBC) and as per Section 17 of the Code the powers of the Board of Directors ofViceroy Hotels Limited (Corporate Debtor) stands suspended and such powers shall be vestedwith Mr. Karuchola Koteswara Rao Resolution Professional.

Further there are no significant material orders passed by the Regulators which wouldimpact the going concern status of the Company and its future operations.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis as required under Schedule V of the ListingRegulations forms an integral part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as section 135 and rules made there under are not applicable to the company.

CORPORATE GOVERNANCE

Your Company practices a culture that is built on core values and ethical governancepractices and is committed to transparency in all its dealings. A Report on CorporateGovernance along with a Certificate from the Statutory Auditors of the Company regardingcompliance with the conditions of Corporate Governance as stipulated in Regulations 17 to27 clauses

(b) to (i) of sub regulation (2) of Regulation 46 and paragraphs C D and E of ScheduleV of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed to this Report.

HUMAN RESOURCES

Your Company considers its Human Resource as the major strength to achieve itsobjectives. Keeping this in view your Company takes all the care to attract train andretain well qualified and deserving employees. The employees are sufficiently empoweredand enabled to work in an environment that inspires them to achieve higher levels ofperformance. The unflinching commitment of the employees is the driving force behindfulfilling the Company's vision. Your Company appreciates the contribution of itsdedicated employees.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.

The Company has in place an An-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed ofduring the year:

No. of complaints received: Nil No. of complaints disposed of: Nil ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation to the customers members dealersemployees bankers State and Central Government Stock Exchanges and all stakeholders fortheir cooperation and confidence reposed in the Company.

Place: Hyderabad

FOR VICEROY HOTELS LIMITED

Date: 13th day of August 2019 Sd/- Sd/- Sd/-
P. Prabhakar Reddy CMA K.K.Rao M.Sreedhar Singh
Former CMD Resolution Professional CEO
Sd/- Sd/-
Devraj Govind Raj J.Daswanth Kumar
Former Director CFO


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