Lemon Tree Hotels Ltd
Chairman Speech
Recasting the past, reshaping the future
Dear Shareholders,
It gives me great pleasure to present to you the first Integrated
Report of Lemon Tree Hotels (LTH). In an effort to be future-ready, we have been building
on a key strategic aspect of our company - our ESG approach. Sustainable management of
resources as well as transparent and responsible management processes are crucial for the
success of businesses in the future. We have already made a great beginning and are happy
to share our progress in FY22 with you through this Integrated Report.
The hospitality sector is making a strong comeback
After two years of the pandemic and the resulting downturn, occupancy
levels in March 2022 nearly recovered to pre-pandemic levels and the Average Room Rate
(ARR) saw an uptick despite the 3rd wave of CoVID in Q4 FY22. LTH focused on
improving revenue while tightly controlling costs, thereby expanding k profitability.
Consumer preference for high i hygiene standards has led to a clear shift from unbranded
to branded hotels. While i leisure travel recovered first, business travel i is showing
signs of getting back to normal with sectors like IT resuming work from office.
Today occupancy is closer to pre-COVID ^ levels and ARR is expected to
'normalise' during FY23.
As we emerge out of two difficult years, our focus remains firmly on
variablising our fixed costs together with a recovery in occupancy and in ARR, so that we
can run a leaner and more agile operating model. During the year, we successfully turned
the corner as revenue from operations increased by 60%. Our strategy of going asset-light,
that is, managed/franchised/ manchised hotels has served us well and this year our total
revenue from managed hotels increased by 128%.
Boosting growth through expansion, variabilized costs and a lean
operating model
This year had its fair share of reversals and new beginnings.
With a comprehensive vaccination program me and the dwindling impact of
COVID waves, we saw a revival in destination weddings, staycations and to some extent in
Meeting, Incentives, Conferences and Exhibitions (MICE) demand. Corporate travel is being
redefined and will build back to a new level of demand in FY23 and beyond. LTH now focuses
on the retail segment i.e. those who book directly (and not through a company or travel
agent) based on a few important criteria, including location, hygiene and safety, pricing
and more.
During the 2nd wave in Q1 FY22, demand for hotel rooms came
to a sharp halt. We sought alternate demand and functioned as a surrogate medicare
facility through our tie-ups with hospitals and with corporates to cater to quarantine
requirements for mild and asymptomatic cases. Such arrangements also helped the nation
tide over the oxygen crisis, particularly in cities with very high caseloads.
Our agility in making the best of a difficult situation led to a
recovery of some of our fixed costs through these bulk bookings.
As we emerge out of two difficult years, our focus remains firmly on
variablising our fixed costs together with a recovery in occupancy and in ARR, so that we
can run a leaner and more agile operating model. During the year, we successfully turned
the corner as revenue from operations increased by 60% from ' 251.7 crore for FY21 to '
402.2 crore for FY22. This revenue recovery was driven by a growth in ARR, which increased
by 32.2% YoY. Our strategy of going asset-light i.e. managed/franchised/ manchised hotels
has served us well and this year our total revenue from managed hotels increased by 128%
from ' 7.7 crore in FY21 to ' 17.6 crore in FY22. Over the next few years, we will
continue to focus on expanding our presence across India and addressing demand across the
upper upscale, upscale, midscale and economy segments - through our portfolio of seven
brands.
Increased domestic leisure travel, staycations, work-from-anywhere,
road tripping, fast growing demand from tier-2, tier-3 and tier-4 locations are new
realities that demand a recast of the business model."
32.2% YoY improvement in ARR leading to higher flow through to
EBITDA
Evolution of consumer preferences
The return to 'normalcy' that is underway brings with it changed
consumer preferences that are an outcome of the lockdown and its associated uncertainties.
Increased domestic leisure travel, staycations, work-from-anywhere, road tripping, fast
growing demand from tier-2, tier-3 and tier-4 locations are new realities that demand a
recast of the business model. Our asset- light growth strategy is helping us straddle both
worlds, through greater presence in traditional growth centres where we want to have a
multi-brand presence, as well as in emerging cities and towns that are relevant either as
a business hub, a religious destination or a leisure location. In FY22, we opened four new
properties at Bhubaneshwar, Dehradun, Neelkanth and Coorg.
Despite a slowdown over two years, we focused on expansion through
hotel openings and signing of management agreements. As of 31st March 2022, our
management contract pipeline, with openings till FY25, stands at 1,441 rooms. Our
operational inventory as on 31st March 2022 comprises 87 hotels and 8,489
rooms, of which 4,517 are owned, 675 are leased and 3,297 are on management contract. When
the current pipeline becomes operational by FY25, we will operate ~10,700 rooms in 109
hotels across 65 destinations.
Integrating sustainability into hotel operations, for a more impactful
future
Under Vision 2026, we aim to achieve:
• 15% reduction in energy consumption (intensity based)
• 50% of our energy needs to be fulfilled through renewable energy
sources
• 40% reduction in GHG emissions (intensity based)
• 10% reduction in water consumption (intensity based)
• 100% certification of our hotels as green buildings (Indian
Green Building Council certification)
• 30% Opportunity Deprived Indians (ODIs) i.e. our Employees with
Disability and Employees from Economically and Socially marginalised backgrounds
• 15% women in the workforce
With occupancy expected to return to pre-COVID levels of 70%+ by mid
FY23 and with rapid expansion underway in the industry, we are now at the cusp of the next
upward cycle. The increasing traction in corporate travel will benefit us to a great
extent. We expect to deliver strong growth in revenue and a significant net EBITDA margin
expansion on the back of improved ARRs, higher occupancy and favourable cost
dynamics."
With a detailed sustainability strategy and an ESG taskforce in place,
we are confident of making significant progress each year and creating measurable impact.
Our (hotel) buildings are designed as per green building specifications and we have
adopted innovative approaches to reduce our resource usage and consequently our carbon
footprint. We have been monitoring our Scope 1 and 2 emissions on an organisation-wide
basis and in the current fiscal over 15% of our total electricity consumption was
fulfilled by renewables.
Lean, excellence driven and more productive: Our distinctive workforce
The hospitality industry is a people-intensive business and we have
always promoted a flat organisation with very few layers separating the junior-most
employee from higher management. This helps build a culture of closeness, informality and
creativity. Our ODI initiative drives the inclusion of opportunity deprived people into
our daily operations, thereby demonstrating new opportunities and impact.
Future outlook
With occupancy expected to return to pre-COVID levels of 70%+ by mid
FY23 and with rapid expansion underway in the industry, we are now at the cusp of the next
upward cycle. The increasing traction in corporate travel will benefit us to a great
extent as more than 85% of our inventory is in business hotels. Consequently, we expect to
deliver strong growth in revenue and a significant net EBITDA margin expansion on the back
of improved ARRs, higher occupancy and favourable cost dynamics. The opening of Aurika,
Mumbai in CY23 will further drive our performance.
As an Indian brand we are proud of our journey over two decades and we
can see an exciting road ahead. We feel our deep-rooted Indian ethos uniquely qualifies us
to serve the needs of a growing population of travellers who are financially able, no
longer restricted to metro limits and aspire for the better things in life.
With warms regards,
Patanjali Govind Keswani
Chairman and Managing Director
  Â
Lemon Tree Hotels Ltd
Directors Reports
<dhhead>Board's Report</dhhead>
TO,
THE MEMBERS
OF LEMON TREE HOTELS LIMITED
The Board of Directors of the Company has the pleasure in presenting
the Thirty First (31st) Board Report of the Company together with the Audited
Financial Statements for the Financial Year ended March 31, 2023.
Financial Results and Operations
The financial performance on the basis of the Standalone &
Consolidated Financial Statements for the Financial Year ended March 31, 2023, is
summarised below:
H in Lakhs
| |
Standalone |
Consolidated |
Particulars |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Revenue from operations |
31,026.09 |
12,918.90 |
87,498.95 |
40,224.01 |
Other Income |
63.79 |
298.51 |
357.65 |
1,402.99 |
Total Income |
31,089.88 |
13,217.41 |
87,856.60 |
41,627.00 |
Total Expense |
13,649.36 |
8,920.25 |
42,742.26 |
28,357.76 |
Profit before finance Cost,
finance Income depreciation and amortisation and tax |
17,440.52 |
4,297.16 |
45,114.34 |
13,269.24 |
Less: Finance Costs |
4,482.83 |
4,794.36 |
18,234.65 |
18,093.70 |
Less Finance Income |
(369.92) |
(339.73) |
(517.41) |
(695.92) |
Less: Depreciation and amortisation |
1,995.23 |
2,103.29 |
9,660.16 |
10,434.75 |
Profit / (Loss) before tax expense &
Share of Profit of associates |
11,332.38 |
(2,260.76) |
17,736.94 |
(14,563.29) |
Share of Profit of associate |
- |
- |
86.88 |
104.06 |
Profit / (Loss) before tax |
11,332.28 |
(2,260.76) |
17,823.82 |
(14,459.23) |
Tax Expense: |
|
|
|
|
- Current Tax (including MAT) |
1,992.24 |
- |
2,692.87 |
25.24 |
- Deferred Tax (including of MAT credit) |
1,303.09 |
(654.98) |
1,076.95 |
(748.30) |
Profit / (Loss) for the Year |
8,037.05 |
(1,605.78) |
14,054.00 |
(13,736.17) |
Add: Other Comprehensive
Income / Expense for the year |
13.38 |
4.60 |
16.83 |
42.97 |
Total Comprehensive Income/ (Loss) |
8,050.43 |
(1,601.18) |
14,070.83 |
(13,693.20) |
Less: Non - controlling Interest |
- |
- |
2,600.37 |
(4,975.98) |
Total Comprehensive Income /
(Loss) for the year attributable to Equity Holders of the Parent |
8,050.43 |
(1,601.18) |
11,470.46 |
(8,717.22) |
Earning / (Loss) per Equity
Share (Face value of H 10 each) |
|
|
|
|
Basic |
1.02 |
(0.20) |
1.45 |
(1.11) |
Diluted |
1.02 |
(0.20) |
1.45 |
(1.11) |
Further, key financial and operational highlights of the Company are
also provided in the Management Discussion and Analysis forming part of this Board Report.
Capital Structure Authorised Share Capital
The Authorised Share Capital of the Company is H 10,02,89,00,000
divided into 1,00,14,40,000 Equity Shares of H 10 each and 1,45,000 5% Cumulative
Redeemable Preference Shares of H 100 each.
Paid-up Share Capital
During the Financial Year under review, the Issued and Paid-up Share
Capital of the Company remained at
H 7,92,24,64,640/- divided into 79,22,46,464 equity shares with a face
value of H 10/- each.
Operational Hotels and Upcoming Projects
Lemon Tree Hotels Limited is a Company engaged in the hotel business
and there has been no change in the nature of its business during the Financial Year under
review.
The details of operational hotels and upcoming projects are given in
the "Corporate Insight" section of the Integrated Report 2022-23.
Awards and Recognition
During the Financial Year under review, the Company has received the
following key awards and recognition:
• Gold Certification by the Indian Green Building
Council (I.G.B.C.) for 5 hotels
Lemon Tree Premier, Ulsoor Lake, Bengaluru
Lemon Tree Hotel, Electronics City, Bengaluru
Lemon Tree Hotel, Gachibowli, Hyderabad
Lemon Tree Premier, Mumbai International Airport
Aurika, Udaipur
• Keys Select by Lemon Tree Hotels, Thiruvananthapuram –
Chief Minister’s Excellence Award for Labour Welfare
• Lemon Tree Premier, Dwarka – Asia’s Biggest Tourism
Awards, organised by the Ministry of
Tourism Gujarat:
Best 4 Star Hotel in Dwarka
Best Restaurant in Dwarka
Best MICE Venue in Dwarka
• TripAdvisor Traveller’s Choice Award 2022 – 61 out of
80 eligible hotels:
Aurika Hotels & Resorts - 1
Lemon Tree Premier –14
Lemon Tree Hotels –31
Red Fox by Lemon Tree Hotels –8
Keys Select by Lemon Tree Hotels –7
• HRANI Award of Excellence during 7th
HRANI Conclave:
Lemon Tree, East Delhi Mall, Kaushambi awarded as "Best MICE Hotel
– Ghaziabad"
* Mr. Niten Malhan was re-designated as Vice Chairman and Lead
Independent Non-Executive Director by resolution of the Board of Directors w.e.f February
10, 2023
Changes in Board of Directors/KMPs Appointments
During the Financial Year under review, Mrs. Freyan Jamshed Desai and
Mr. Paramartha Saikia, Independent Non-Executive Directors of the Company have been
re-appointed in the Annual General Meeting held on September 14, 2022, for a further term
of 5 years effective June 15, 2022.
Further, on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors has approved the re-appointment of Mr. Patanjali Govind
Keswani, Chairman and Managing Director for a further period of 3 years w.e.f April 1,
2023, subject to the approval of shareholders by way of special resolution. The Company
has circulated the postal ballot notice to the shareholders of the Company for approval of
his re-appointment.
Further, the Nomination and Remuneration Committee and the Board of
Directors at its meeting held on May 30, 2023, have recommended the re-appointment of Dr.
Arindam Kumar Bhattacharya w.e.f April 11, 2024, for a further period of 5 years subject
to the approval of the shareholders in the ensuing Annual General Meeting.
S. Name of Directors/ |
|
| |
Designation |
No. KMP’s |
|
1 Mr. Patanjali Govind Keswani |
Chairman & Managing
Director |
2 Mr. Niten Malhan* |
Vice Chairman and Lead
Independent Non-Executive Director |
3 Mr. Willem Albertus
Hazeleger |
Non-Executive Director |
4 Mr. Aditya Madhav Keswani |
Non-Executive Director |
5 Mr. Paramartha Saikia |
Independent Non-Executive
Director |
6 Mrs. Freyan Jamshed Desai |
Independent Non-Executive
Director |
7 Dr. Arindam Kumar
Bhattacharya |
Independent Non-Executive
Director |
8 Mr. Kapil Sharma |
Chief Financial Officer |
9 Mr. Nikhil Sethi |
AVP Legal & Group Company
Secretary |
General Manager of the Hotel awarded as the "Best General Manager
–Midscale"
Board of Directors & Key Managerial Personnel (KMP)
The details of the Directors and KMP [as per Companies Act, 2013
('Act')] of the Company as on March 31,
2023, are given herein below:
In accordance with the Act and the Articles of Association of the
Company, 1 (one) of the Directors, viz. Mr. Willem Albertus Hazeleger will retire by
rotation, and being eligible, offers himself for re-appointment.
Shareholder approval for the aforesaid re-appointment of Dr. Arindam
Kumar Bhattacharya, Independent Non-Executive Director and Mr. Willem Albertus Hazeleger,
Non-Executive Director shall be sought in the Notice convening the Annual General Meeting
of the Company.
Resignations/Retirement/Cessation
During the Financial Year under review, Mr. Ashish Kumar Guha and Mr.
Arvind Singhania ceased to be Independent Non-Executive Directors w.e.f. September 14,
2022 and Mr. Pradeep Mathur ceased to be an Independent Non-Executive Director w.e.f
December 4, 2022 since the resolutions with respect to their reappointment were not passed
by the shareholders by requisite majority in the Annual General meeting held on September
14, 2022.
The Board appreciated the valuable services rendered by them during
their tenure with the Company.
Declaration by Independent Directors
All the Independent Non-Executive Directors have given the necessary
declarations in terms of Section 149 (7) of the Act and the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015 (hereinafter referred
to as "SEBI (LODR) Regulations"), that they meet the criteria of independence as
laid down under Section 149 (6) of the Act along with a declaration of compliance of
sub-rule (1) and sub-rule (2) of Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014.
Committees of the Board
As on March 31, 2023, the Board has the following mandatory Committees:
• Audit Committee;
• Nomination and Remuneration Committee;
• Corporate Social Responsibility Committee;
• Stakeholder’s Relationship Committee; and
• Risk Management Committee.
The details of the compositions, meetings held during the Financial
Year under review, attendance of the Committee members and the terms of reference of the
above Committees are provided in the Corporate Governance Report attached as ‘Annexure-5’
to this Board Report.
Apart from the above-mentioned Committees, the details of the
compositions, meetings held during the
Financial Year under review and attendance of the members of the
following non-mandatory Committees are given in ‘Annexure-1’ to this
Board Report:
(a) Finance Committee;
(b) Share Allotment Committee; (c) General Management Committee.
Board Meetings
During the Financial Year under review, the Board met four (4) times
and the details of the Board Meetings held indicating the number of meetings attended by
each Director is provided in the Corporate Governance Report attached as ‘Annexure-5’
to this Board Report.
Annual Board Evaluation
To comply with the provisions of Section 134(3)(p) of the Act and rules
made thereunder and Regulation 17(10) of the SEBI (LODR) Regulations, the Board of
Directors has carried out an annual evaluation of its own performance including its
Committees (wherein the concerned Director being evaluated did not participate). The
performance of the Board was evaluated by the Board after seeking inputs from the
Directors on the basis of the criteria such as strategy, performance management, risk
management, core governance & compliance, organisation’s health and talent
management.
Further, to comply with the Regulation 25(4) of SEBI (LODR)
Regulations, the Independent Non-Executive Directors also evaluated the performance of the
Non-Independent Non-Executive Directors, Chairman and Board as a body at a separate
meeting of the Independent Non-Executive Directors held on May 29, 2023.
The evaluation of all the Directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. On the basis of the
ranking filled in the evaluation questionnaire and discussion by the Board, the
performance of the Board, its committees and individual Directors (including Independent
Non-Executive Directors) has been assessed as satisfactory.
Policies Under Companies Act, 2013/SEBI (LODR) Regulations Code of
Conduct and Vigil Mechanism/ Whistle Blower Policy
The Company has in place a mechanism for employees for reporting
genuine concerns from reprisal and victimisation. The policy is available in the
‘Investor Relations’ section at the Company’s website
https://investors.lemontreehotels.com/corporate-governance-coc-and-vigil-mechanism.html.
During the
Financial Year under review, no concerns have been received by the
Company from any of the Directors,
Officers, employees and associates pertaining the Code of Conduct and
Vigil Mechanism/Whistle
Blower Policy.
Risk Management Policy
The Company has in place a Risk Management Policy formulated in
accordance with the provisions of Section 134(3)(n) of the Act, which is available in the
‘Investor Relations’ section at the Company’s website https://
www.lemontreehotels.com/factsheet/Policies/Risk_ Management_Policy.pdf. There has been no
change in the policy during the Financial Year under review.
The Company has a system in place for identification of risks
associated with the Company’s objectives, operations, development, revenue and
regulations and appropriate measures are taken, wherever required, to mitigate such risks
beforehand.
The Risk Management Committee has a Risk Management Framework in place
with a standardised methodology, tools, and procedures for identifying and monitoring the
Company’s material business risks.
The Company has in place a Compliance Framework to cover compliances
applicable across the Company’s corporate office and hotels. This framework assigns
the responsibility of compliance execution and review to the respective compliance owners
and allows all key stakeholders to monitor compliance execution and associated risks at
any given point of time.
The Statutory Auditors and the Internal Auditors report to the Audit
Committee during their audit and highlight risk(s), if any, associated with the
organisation and, in consultation with the management and the Audit Committee, also
suggest the appropriate measures which can be taken by the Company in this regard.
The Statutory Auditors also report to the Audit Committee any instance
of non-adherence to the procedures and manuals which may increase the risk of frauds in
the organisation.
Nomination and Remuneration Policy
The Company has in place a Nomination and Remuneration Policy which
lays down the criteria for appointment, evaluation of performance of Directors and
remuneration of Directors, KMP, Senior Management Personnel and other employees. There has
been no change in the policy since the last Financial Year. The Nomination and
Remuneration Policy is attached as ‘Annexure-2’ to this Board Report.
During the Financial Year under review, the Company has taken necessary
approval/recommendation with respect to appointment/re-appointment of Directors/
KMP, wherever required, from Nomination and Remuneration Committee in
accordance with the terms of the policy.
Corporate Social Responsibility ("CSR") Policy
The Company has in place a CSR Policy, formulated in terms of
provisions of Section 135(4) of the Act read with Rule 6 of the Companies (Corporate
Social Responsibility Policy) Rules,2014. The policy is available in the ‘Investor
Relations’ section at the Company’s website
https://www.lemontreehotels.com/factsheet/
Policies/Corporate_Social_Responsibility_Policy.pdf.
The report on CSR Activities for the Financial Year under review as
required under Section 134 and 135 of the Act read with Rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014 read with Rule 9 of the Companies (Accounts)
Rules, 2014 is attached as ‘Annexure-3’ to this Board Report.
Dividend Distribution Policy
The Company has in place a Policy on Distribution of Dividend to comply
with Regulation 43A of the SEBI (LODR) Regulations. The policy is available in the
‘Investor Relations’ section at the Company’s website
https://www.lemontreehotels.com/factsheet/Policies/ Dividend_Distribution_Policy.pdf.
Policy on Appointment and Rotation of Auditors
The Policy on Appointment and Rotation of Auditors in compliance with
the provisions of Section 139 of the Act read with the Companies (Audit and Auditors)
Rules, 2014 is available in the ‘Investor Relations’ section at the
Company’s website https://www.lemontreehotels.
com/factsheet/Policies/Rotation_of_Auditors_Policy. pdf.
Policy on Board Diversity
During the Financial Year under review, in compliance with the
requirements of the terms of reference of the Nomination and Remuneration Committee, a
Policy on Board Diversity to enhance the quality of performance of the Board has been
approved by the Nomination and Remuneration Committee in their meeting held on February
10, 2023. The policy is available in the ‘Investor Relations’ section at the
Company’s website https://www.lemontreehotels.com/factsheet/Policies/
Policy_on_Board_Diversity.pdf.
Subsidiary Companies, Associate Companies and Joint Ventures
As on March 31, 2023, the Company has fifteen
(15) Direct Subsidiary Companies and nine (9) Indirect Subsidiary
Companies and three (3)
Associate Companies:
Direct Subsidiary Companies
Fleur Hotels Pvt. Ltd., Carnation Hotels Pvt. Ltd., Canary Hotels Pvt.
Ltd., Sukhsagar Complexes Pvt. Ltd, Oriole Dr. Fresh Hotels Pvt. Ltd., Lemon Tree Hotel
Company Pvt. Ltd., Red Fox Hotel Company Pvt. Ltd., Hamstede Living Private Limited, Grey
Fox Project Management Company Pvt. Ltd., PSK Resorts & Hotels Pvt. Ltd., Dandelion
Hotels Pvt. Ltd., Madder Stays Private Limited, Arum Hotels Private Limited (formerly
known as Jessamine Stays Private Limited) and Nettle Hotels Private Limited (formerly
known as Poplar Homestead Holdings Private Limited).
During the Financial Year under review, a wholly owned subsidiary of
the Company viz: Totally Foxed
Solutions Private Limited has been incorporated with the objective of
carrying out the digital transformation of Lemon Tree Group and the creation of
hospitality digital platform.
During the Financial Year under review, the Company has acquired a
25.10% shareholding of Carnation Hotels Private Limited from Mr. Rattan Keswani and
thereafter Carnation Hotels Private Limited has become a Wholly Owned Subsidiary of the
Company.
Merger/Amalgamation of Wholly Owned Subsidiaries of the Company
The shareholders are apprised that the Company has received the first
motion order from the National
Company Law Tribunal, New Delhi ("NCLT") w.r.t the Scheme of
Amalgamation ("Scheme") of Wholly Owned Subsidiary(ies) of the Company viz.
Valerian Management Services Private Limited ("Transferor Company No. 1"), Grey
Fox Project Management Company Private Limited ("Transferor Company No. 2"), PSK
Resorts & Hotels Private Limited ("Transferor Company No. 3") and Dandelion
Hotels Private Limited ("Transferor Company No. 4", (Transferor Company No. 1,
Transferor Company No. 2, Transferor Company No. 3 and Transferor Company No. 4 together
referred as "Transferor Companies") with Lemon Tree Hotels Limited
("Transferee Company") for dispensation of convening a meeting of equity
shareholders and creditors of the Transferor Companies and dispensation of convening a
meeting of secured creditors and convening a meeting of shareholders and unsecured
creditors of the Transferee Company.
The NCLT court convened meeting of equity shareholders and unsecured
creditors was held on January 19, 2023 for approval of the Scheme and the Scheme has been
duly passed by the shareholders and creditors. Further, the Company has also filed the
Second Motion Application with the NCLT on January
31, 2023, and the final date of hearing is fixed for June 9, 2023. On
the approval of the Scheme by the NCLT, the Transferor Company (ies) shall be amalgamated
with the Company w.e.f April 1, 2022 (Appointed Date of Scheme).
Indirect Subsidiary Companies
Berggruen Hotels Private Limited, Bandhav Resorts Pvt. Ltd., Celsia
Hotels Pvt. Ltd., Inovoa Hotels and Resorts Ltd., Iora Hotels Pvt. Ltd., Ophrys Hotels
Pvt. Ltd., Hyacinth Hotels Pvt. Ltd., Manakin Resorts Pvt. Ltd. and Valerian Management
Services Pvt. Ltd.
Our Associate Companies
Further, as on March 31, 2023, the Company has three (3) Associate
Companies viz. Mind Leaders Learning India Pvt. Ltd, Pelican Facilities Management Pvt.
Ltd. and Glendale Marketing Services Private Limited.
Further, the Subsidiary Companies viz. Fleur Hotels Pvt. Ltd and Celsia
Hotels Pvt. Ltd. are partners of a limited liability partnership, Mezereon Hotels LLP
("Mezereon").
In accordance with Section 129(3) of the Act read with Rule 8(1) of the
Companies (Accounts) Rules, 2014, the consolidated financial statements of the Company and
all its Subsidiary Companies, Associate Companies and joint venture companies have been
prepared by the Company and a report on the performance and financial position of each of
the Subsidiary Companies,
Associate Companies and Joint Ventures included in the consolidated
financial statement is attached as
‘Annexure-4’ to this Report.
In terms of provisions of Section 136 of the Act, separate audited
accounts of the subsidiary companies shall be available in the ‘Investor
Relations’ section at the Company’s website https://investors.lemontreehotels.
com/financials-subsidiaries.html. The Company will make available physical copies of these
documents upon request by any shareholder of the Company interested in obtaining the same.
Management Reports
Management Discussion and Analysis Report
The Management Discussion and Analysis on the Company’s
performance, industry trends and other material changes with respect to the Company, its
Subsidiary Companies and Associate Companies, wherever applicable, has been given
separately and forms part of this Board Report.
Business Responsibility and Sustainability Report
Pursuant to the provisions of Regulation 34(2)(f) of the SEBI (LODR)
Regulations, the Business Responsibility and Sustainability Report is attached as ‘Annexure-10’
to this Board Report.
Integrated Report
The Company has voluntary adopted an Integrated Report during the
previous financial year. The Integrated Report for the Financial Year under review is
prepared in alignment with the Integrated Reporting Framework laid down by the
International Integrated Reporting Council and aims at presenting the value creation
approach for our stakeholders.
Corporate Governance
The Company has adopted good governance practices and is committed to
maintaining high standards of corporate ethics, professionalism and transparency. The
Company has adopted polices in line with good corporate governance requirements including
a Policy on Related Party Transactions, Policy on Material Subsidiary, Policy for Material
Information and Events, Corporate Social Responsibility Policy, Dividend Distribution
Policy, Whistle Blower Policy and a Policy on Board Diversity. These policies are
available in the ‘Investor Relations’ section at the Company’s website
https://investors.lemontreehotels.com/#.
In compliance with the provisions of Regulations 34(3) of the SEBI
(LODR) Regulations, a separate report on
Corporate Governance together with a certificate from the Secretarial
Auditors of the Company regarding compliance of conditions of Corporate Governance as
stipulated under the SEBI (LODR) Regulations is attached as ‘Annexure-5’
to this Board Report.
Deposits
The Company has not accepted any public deposits and as such, no amount
on account of principal or interest on public deposits was outstanding as on the date of
the Balance Sheet.
Borrowings from Banks/ Financial Institutions
The Company’s total long-term borrowings from banks/ financial
institutions increased from H 34,172.83 Lakhs in the previous year to H 35,260.87 Lakhs in
the current year.
Employees Stock Option Scheme
During the Financial Year under review, the Company has an Employee
Stock Option Scheme, 2006 (‘ESOP Scheme’).
* All the options have been exercised by Krizm Hotels Private Limited
Employee Welfare Trust.
** Options granted prior to the listing of the Company’s shares
were based on the valuation done by an Independent Chartered Accountant from time to time.
Sr. |
ESOP |
No. Description |
Scheme |
a) Options Granted |
- |
b) Options Vested |
- |
c) Options Exercised* |
- |
d) Total number of shares
arising as a result of exercise of option |
- |
e) Options lapsed* |
N.A. |
f) The exercise price (On
weighted average basis)** |
- |
g) Variation of terms of options |
N.A. |
h) Money realised by exercise
of options (if scheme is implemented directly by the Company) |
N.A. |
i) Total number of options in force |
- |
j) Employee wise details for
options granted to:- |
|
(i) Key Managerial Personnel: |
|
a) Mr. Kapil Sharma (Chief
Financial Officer) |
N.A. |
b) Mr. Nikhil Sethi (AVP Legal
& Group Company Secretary) |
N.A. |
(ii) any other employee who
received a grant of options in any one year of option amounting to five percent of more of
options granted during that year |
N.A. |
(iii) identified employees
who were granted option, during any one year, equal to or exceeding one percent of the
issued capital(excluding outstanding warrants and conversions) of the Company at the time
of grant |
N.A. |
A certificate from the Secretarial Auditors of the
Company that the scheme has been implemented in accordance with the
SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 will be placed at the
ensuing Annual General Meeting for inspection by shareholders of the Company.
Further, during the Financial Year under review, 684,850 shares have
been exercised by the employees of the Company through Krizm Hotels Private Limited
Employee Welfare Trust.
The applicable disclosures as stipulated under Rule 12 of the Companies
(Share Capital and Debentures) Rules, 2014 with regard to Employee’s Stock Option
Plan of the Company are given herein below and the information required under the SEBI
(Share Based
Employee Benefits and Sweat Equity) Regulations,
2021 is available at the Company’s website https://investors.lemontreehotels.com/corporate-governance-esop-scheme.html.
Remuneration of Directors, Key Managerial Personnel and Particulars of
Employees
The statement including the details of employees as required to be
furnished in accordance with the provisions of Section 197(12) of the Act read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel),
Rules, 2014 are set out in ‘Annexure-6’ to this Board Report.
Disclosures pertaining to the remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in ‘Annexure-7’
to this Board Report.
Directors’ Responsibility Statement
Pursuant to Section 134(3)(C) read with Section 134(5) of the Act, the
Directors, to the best of their knowledge and ability, hereby confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed with proper explanation relating to material
departures;
(ii) they have selected such accounting policies in consultation with
the Statutory Auditors 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 ended March 31, 2023 and of the profit and loss of the Company for
the Financial Year ended on that date;
(iii) they have taken proper and sufficient care, to the best of their
knowledge and ability, for the maintenance of adequate accounting records in accordance
with the provisions of the Act. for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
(iv) the annual accounts of the Company have been prepared on a going
concern basis;
(v) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and were operating
effectively; and
(vi) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
Auditor and Auditors’ Report Statutory Auditors
M/s Deloitte Haskins & Sells, LLP (FRN:117366W/W-100018), Chartered
Accountants have been re-appointed as Statutory Auditors of the Company in the Annual
General Meeting held on September 14, 2022 for a further period of 5 years upto conclusion
of the Annual General Meeting of the Company to be held in Calendar Year 2027.
The reports given by the Statutory Auditors on the Standalone Financial
Statements of the Company and the Consolidated Financial Statements of the Company and the
Subsidiary and Associate Companies for the Financial Year ended March 31, 2023, forms part
of this Board Report. There have been no qualifications, reservation or adverse remarks
made by the Statutory Auditors in their reports. The Statutory Auditors have not reported
any frauds under Section 143(12) of the Act.
Secretarial Audit Report of the Company and its material Subsidiary
Companies
The Board of Directors of the Company, have appointed
M/s Sanjay Grover & Associates, Practicing Company
Secretaries to conduct the Secretarial Audit for the Financial Year
under review in accordance with Section 204 of the Act. The Secretarial Auditors have
submitted their report, which is annexed as ‘Annexure-8’ to this Board
Report. The Secretarial Audit Report does not contain any qualification, reservation or
adverse remark.
As per Regulation 24A of the SEBI (LODR) Regulations, the Secretarial
Audit Report of the unlisted material Subsidiary Companies conducted for the Financial
Year ended March 31, 2023, by the Practicing Company Secretaries are annexed as 'Annexure-9'
to this Board Report. None of the said Secretarial Audit Report contains any
qualification, reservation or adverse remark or disclaimer.
Further, the Board of Directors of the Company, has appointed M/s DPV
& Associates LLP, Practicing
Company Secretaries to conduct the Secretarial Audit for the FY24 in
accordance with Section 204 of the Act.
Significant and Material Orders
There are no significant or material orders passed by the regulators,
courts or tribunals having an impact on the future operations of the Company or its going
concern status.
Particulars of Loans, Guarantees or Investments
The Company, being engaged in the hotel business, is classified as
providing infrastructure facilities in terms of the Schedule VI to the Act and is exempted
from the compliance for loans made, guarantees given, and security provided in terms of
Section 186 (11) of the Act. However, the details of loans, guarantees, and investments
made by the Company forms part of the notes to the Financial Statements.
Further, the details required in terms of Regulation 34(3) of the SEBI
(LODR) Regulations with respect to loans given by the Company to its subsidiaries is given
hereunder. For details regarding investments and guarantees please refer to the notes to
the Financial Statements. The Company has not provided any security covered under Section
186 of the Act & accordingly the disclosure requirement does not apply.
H in Lakhs
Name of the Subsidiaries |
Maximum loans outstanding
during the year 2023 |
As at March 31, 2023 |
Maximum loans outstanding
during the year 2022 |
As at March 31, 2022 |
Carnation Hotels Private Limited |
- |
- |
2.72 |
- |
Canary Hotels Private Limited |
166.91 |
46.91 |
1493.98 |
91.91 |
Oriole Dr. Fresh Hotels Private Limited |
290.56 |
102.77 |
169.00 |
169.00 |
Sukhsagar Complexes Private Limited |
1,020.00 |
415.00 |
210.00 |
210.00 |
Red Fox Hotel Company Private Limited |
2.11 |
2.11 |
2.11 |
2.11 |
Grey Fox Project Management
Company Private Limited |
122.07 |
122.07 |
12.00 |
0.07 |
Dandelion Hotels Private Limited |
11.00 |
11.00 |
11.00 |
11.00 |
PSK Resorts & Hotels Private Limited |
3.00 |
3.00 |
3.00 |
3.00 |
Lemon Tree Hotel Company Private Limited |
2.00 |
2.00 |
2.00 |
2.00 |
Totally Foxed Solutions Private Limited |
435.00 |
435.00 |
- |
- |
Particulars of Contracts or Arrangements with Related Parties Referred
to in Section 188 of the Companies Act, 2013
In line with the requirements of the Act and the SEBI (LODR)
Regulations, the Company has formulated a Policy on Dealing with Related Party
Transactions which has been amended during the Financial Year under review. The Policy can
be accessed in the ‘Investor Relations’ section at the Company’s website
https://www.lemontreehotels.com/factsheet/Policies/
Related_Party_Transaction_Policy.pdf. The Policy intends to ensure that proper reporting,
approval and disclosure processes are in place for all material transactions between the
Company and related parties.
All contracts / arrangements / transactions entered by the Company with
related parties during the Financial Year under review were in the ordinary course of
business and on an arm’s length basis.
During the Financial Year under review, the Company had not entered
into any contract / arrangement / transaction with related parties which could be
considered material. In view of the above, the requirement of giving particulars of
contracts / arrangements / transactions made with related parties in Form AOC-2 are not
applicable for the Financial Year under review. Further, you may refer to other Related
Party Transactions in Note No. 33 and Note No. 38 of the Standalone and Consolidated
Financial Statements.
Annual Return |
In accordance with Section 92(3) of the
Act read with rules made thereunder, the Annual Return of the Company in Form MGT-7 has
been placed on the website of the company, https://
www.lemontreehotels.com/factsheet/Policies/LTHL_ |
Annual_Return_2023.pdf. |
Material Changes and Commitments |
Affecting the Financial Position of the |
Company |
There have been no material changes and
commitments, if any, affecting the financial position of the Company which have occurred
between the end of the Financial |
Year to which the Financial Statements
relate and the date of this Board Report. |
Particulars Regarding Conservation of
Energy Etc. Under Section 134(3)(M) of the Companies Act, 2013 And Rules Made Therein |
As per the provisions of Section
134(3)(m) of the Act read with the Companies (Accounts) Rules, 2013, the measures taken
during the Financial Year under review for conservation of energy and technology
absorption by the Company in the operation of its hotels are as follows: |
A. Conservation of Energy:
Lemon Tree Hotels is committed to maintaining eco-friendly and energy
conservation practices across all of its hotel properties. The Company strongly believes
in conservation and accordingly has implemented many eco-friendly processes for energy and
water preservation, waste management disposal, measures to control water, noise and
environmental pollution. Our existing and upcoming hotels are designed and constructed to
qualify for the L.E.E.D Gold Standard.
Further, the details of steps taken for conservation of energy are
provided in Business Responsibility and Sustainability Report which forms part of this
Board Report.
Steps taken by the Company for utilising alternate source of energy:
The Company has utilised an alternative source of energy viz. renewable
energy in the form of Solar Photo voltaic systems which are being utilised by its hotels.
The Company is also using solar hot water systems in its hotels to reduce heating load for
hot water systems.
The capital investment on energy conservation requirements:
The Company has made capital investments in the installation and
commissioning of solar photo voltaic systems at its hotels to capture free solar energy
for reducing the energy requirement and in the installation of heat recovery ventilation
and heat recovery wheel systems.
B. Technology Absorption, Research & Development (R & D):
Technology absorption:
The Company is in the service industry and operates and manages its
hotels across India, UAE and Bhutan. However, no know how and technology has been imported
during the financial year under review. However, efforts have been made to imbibe various
new technologies like green building, rainwater harvesting, use of plumbing faucets, and
sewage treatment plants.
Research & Development:
The Company during the Financial Year under review has not carried out
any activity which can be construed as Research & Development. Therefore, there is
nothing to report under this section.
Dividend on Equity Shares
The Company does not propose any dividend on the shares of the Company
for the Financial Year ended March 31, 2023.
Transfer to Reserves
No transfers to reserves were made, as no appropriations were required
to be made during the Financial Year under review.
Adequacy of Internal Controls
The Company’s internal control systems are commensurate with the
nature of its business and the size and complexity of its operations. The Statutory
Auditors and the Internal Auditors routinely conduct system checks and give their report
after evaluation of the efficacy and adequacy of the Company’s internal control
systems including controls with respect to the financial statements, compliance with
operating systems, accounting procedures and policies. Based on the report of the Internal
Auditors, the departments undertake corrective action in their respective areas and
thereby strengthen the controls. Significant audit observations and follow up actions
thereon are reported to the Audit Committee as well and further corrective action taken as
per the inputs received from the Audit Committee, Statutory Auditors and Internal
Auditors.
Cost Records and Cost Audit
Maintenance of cost records and the 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.
S. No. Particulars |
Year Ended March 31, 2023 |
Year Ended March 31, 2022 |
1. Earning in Foreign Currency |
1,722.59 |
585.11 |
2. Outgo in Foreign Currency |
|
|
-Value of Capital |
- |
- |
Goods Imported on CIF basis |
|
|
-Commission/ |
138.72 |
92.09 |
Advertisement and business
promotion |
|
|
C. Foreign exchange earnings and outgo:
The information regarding foreign exchange earnings and outgo for the
Financial Year under review is mentioned hereunder:
H in Lakhs
Secretarial Standards
During the Financial Year under review the Company has complied with
the Secretarial Standards on Board and General meetings issued by the Institute of Company
Secretaries of India.
Insolvency and Bankruptcy Code, 2016 (31 of 2016) During the Year
Alongwith their Status as at the End of the Financial Year
The Company has not made any application under the Insolvency and
Bankruptcy Code, 2016 during the Financial Year under review.
Details of Difference Between Amount of the Valuation Done at the Time
of One Time Settlement and the Valuation Done While Taking Loan from the Banks or
Financial Institutions Along with the Reasons Thereof
The Company has not done any one-time settlement with banks during the
Financial Year under review.
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 the Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the Financial Year under review, no complaint
was received by the Corporate Ethics Committee formed in this regard.
Further, an Internal Complaints Committee is also in place at all hotel
locations and no complaint has been received during the Financial Year under review.
Green Initiative
Pursuant to Section 101 and 136 of the Act read with the Companies
(Management and Administration) Rules, 2014 and the Companies (Accounts) Rules, 2014, the
Company can send Notice of Annual General Meeting, financial statements
and other communications in electronic form.
The Company shall be sending this Board Report including the Notice of
Annual General Meeting, Audited Financial Statements, along with annexures etc. for the
Financial Year ended March 31, 2023, in the electronic mode to the shareholders who have
registered their email ids with the Company and/or their respective
Depository Participants (‘DPs’). Shareholders who have not
registered their e-mail addresses so far are requested to register their e-mail addresses.
Those shareholders holding shares in dematerialised form can register
their e-mail addresses with their concerned DPs. Shareholders who hold shares in physical
form are requested to register their e-mail addresses with the Company, by sending a
letter, duly signed by the first/sole holder quoting details of their
Folio No.
Appreciation
The Board of Directors place on record their appreciation for the
valuable support and cooperation of the Company’s bankers, government agencies,
customers, suppliers, shareholders, employees and other statutory authorities, who have
reposed their continued trust and confidence in the Company.
For & On behalf of the Board of Directors of Lemon Tree Hotels
Limited
Patanjali Govind Keswani
DATE: May 30, 2023 Chairman & Managing Director
PLACE: New Delhi DIN:00002974