You are here » Home » Companies » Company Overview » EIH Ltd

EIH Ltd.

BSE: 500840 Sector: Services
NSE: EIHOTEL ISIN Code: INE230A01023
BSE 16:01 | 06 Dec 179.65 2.45
(1.38%)
OPEN

175.50

HIGH

180.60

LOW

175.50

NSE 15:54 | 06 Dec 179.85 2.55
(1.44%)
OPEN

177.80

HIGH

180.65

LOW

176.65

OPEN 175.50
PREVIOUS CLOSE 177.20
VOLUME 17054
52-Week high 205.45
52-Week low 116.05
P/E 105.06
Mkt Cap.(Rs cr) 11,234
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 175.50
CLOSE 177.20
VOLUME 17054
52-Week high 205.45
52-Week low 116.05
P/E 105.06
Mkt Cap.(Rs cr) 11,234
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

EIH Ltd. (EIHOTEL) - Director Report

Company director report

The Board presents the Seventy Second Annual Report together with theAudited Financial Statement and the Auditor's Report for the Financial Year ended onMarch 31 2022.

FINANCIAL HIGHLIGHTS

The financial highlights are set out below:

(INR in million)

Particulars Standalone Consolidated
Year 2021-22 2020-21 2021-22 2020-21
Total Income 9107.58 4736.42 10439.48 5549.68
Earnings Before Interest Depreciation Taxes Amortisations and Exceptional items (EBIDTA) 298.81 (2336.73) 574.16 (2297.86)
Finance Costs 337.90 404.30 348.91 414.82
Depreciation 1148.47 1199.62 1242.96 1292.63
Exceptional Items (141.80) (489.95) 552.43 (24.93)
Share of Profit / (Loss) of Associate and Joint Venture Companies - (357.80) (608.18)
Profit / (Loss) Before Tax from continuing operations (1329.36) (4430.50) (823.08) (4613.49)
Current Tax 21.19 12.05 152.51 76.48
Deferred Tax (168.50) (1011.31) (135.11) (1082.14)
Profit / (Loss) for the year from continuing operations (1182.05) (3431.24) (840.48) (3632.76)
Discontinued operations
Profit / (Loss) from discontinued operations before tax (110.10) (118.54)
Tax expense of discontinued operations 3.16
Profit / (Loss) from discontinued operations (110.10) (121.70)
Profit / (Loss) for the year (950.58) (3754.46)
Other Comprehensive Income / (Loss) for the year net of tax 7.75 30.88 203.00 (84.47)
Total Comprehensive Income / (Loss) (1174.30) (3400.36) (747.58) (3838.93)
Less: Share of Profit / (Loss) of Non-Controlling Interest - 30.40 (53.33)
Total Comprehensive Income / (Loss) attributable to Group from continuing operations - (666.98) (3664.68)
Total Comprehensive Income / (Loss) attributable to Group from discontinued operations (111.88) (120.92)
Profit / (Loss) for the Year attributable to the Group - (974.55) (3697.08)
Balance Brought Forward 2102.06 5502.42 2581 6236.57
Adjustment for new Ind AS - -
Accumulated Balance 927.76 2102. 06 1617.92 2581.26
Adjusted to Opening Retained Earnings
Final Dividend Paid - -
Dividend Tax - -
Transfer to General Reserve -
Balance carried over 927.76 2102.06 11617.92 2581.26

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of the Section 134 (5) of theCompanies Act 2013 ("the Act") and based upon representations from theManagement the Board states that:

a) in preparing the Annual Accounts applicable accounting standardshave been followed and there are no material departures;

b) the Directors have selected accounting policies applied themconsistently and made judgments and estimates that are reasonable and prudent to give atrue and fair view of the state of affairs of the Company at the end of the financial yearand of the loss of the Company for the year;

c) the Directors have taken proper and sufficient care in maintainingadequate accounting records in accordance with provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts of the Company on a"going concern" basis;

e) the Directors have laid down internal financial controls to befollowed by the Company. These internal financial controls are adequate and are operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws. These systems are adequate and are operatingeffectively.

PERFORMANCE

The annexed Management Discussion and Analysis forms a part of thisreport and covers amongst other matters the performance of the Company during the FY22as well as the future outlook.

BUSINESS RESPONSIBILITY REPORT

In accordance with the Regulation 34(2) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Business Responsibility Report describing the initiatives taken bythe Company from the environmental social and governance perspective is attached andforms part of this Report.

CORPORATE GOVERNANCE REPORT

In accordance with the Regulation 34(3) read with Schedule V(C) of theListing Regulations the report on Corporate Governance along with the certificate fromthe Practicing Company Secretary is attached and forms part of this Report.

DIVIDEND

The Company is still recovering from the repeated waves of Covid -19and there is uncertainty about the future course of the pandemic. The Company has incurreda loss in the Financial Year therefore the Board of Directors has not recommended adividend to the shareholders for the FY22.

BOARD MEETINGS

During the year six Board meetings were held on May 07 2021 July 292021 November 12 2021 February 03 2022 March 02 2022 and March 16 2022.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the first meeting of the Board of Directors for the Financial Year2022-23 held on 4th May 2022 as required under sub section (7) of Section 149 of the Actread with the Regulation 25(8) of the Listing Regulations the Independent Directors haveconfirmed that they meet the criteria of independence required under sub-section (6) ofSection 149 of the Act and clause (b) of sub-regulation (1) of Regulation 16 of theListing Regulations. The Board after undertaking due assessment of the veracity of thedeclarations submitted by the Independent Directors under sub section (6) of Section 149of the Act read with sub-regulation (9) of Regulation 25 of the Listing Regulations wasof the opinion that the Independent Directors meet the criteria of independence.

Mr. Lakshminarayan Ganesh (DIN: 00012583) Independent Directorresigned from the Board of Directors of the Company w.e.f. March 07 2022. The Directorsexpress their deep appreciation and gratitude for the contribution made and guidanceprovided by Mr. Lakshminarayan Ganesh during his tenure as member of the Board ofDirectors.

Mr. Manoj Harjivandas Modi retires by rotation at the forthcomingAnnual General Meeting and being eligible offers himself for re-appointment. TheDirectors recommend re-appointment of Mr. Manoj Harjivandas Modi as a Director on theBoard.

Mr. S.N. Sridhar (FCS 2346) retired from the services of the Companytherefore he relinquished the position of the Company Secretary w.e.f August 01 2021Mr. Lalit Kumar Sharma (FCS 6218) was appointed as Company Secretary w.e.f. August 022021.

Mr. Prithviraj Singh Oberoi has resigned from the position of theExecutive Chairman and Director of the Company w.e.f. May 03 2022 due to hisdeteriorating health. The Board of Directors at its meeting held on May 04 2022 hasaccepted the resignation. The Directors express their deep appreciation and gratitude forthe immense contribution made and guidance provided by Mr. Prithviraj Singh Oberoi duringhis tenure as member of the Board of Directors.

The Board of Directors at its meeting held on May 04 2022 hasappointed Mr. Arjun Singh Oberoi as the Executive Chairman of the Company w.e.f. May 042022 for a period of 5 years subject to the approval of the Shareholders.

CORPORATE SOCIAL RESPONSIBILITY

The Company's Corporate Social Responsibility (CSR) Policyformulated in accordance with Section 135 of the Act read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 can be accessed on the Company's websitehttps://www.eihltd.com/-/media/eihltd/pdf-files/polices-and-code-of-conduct/corporate-social-responsibility-policy/eih-csr-policy-18.pdf

The Report on Corporate Social Responsibility activities for the FY22is attached in the prescribed format and forms part of this report.

During the year the Company was not mandatorily required to spendtowards CSR initiatives due to nil average net profits in preceding three years. HoweverCompany's hotels have undertaken the following CSR initiatives:

The Oberoi Bengaluru supports Cheshire Homes India which provideshearing and speech impaired children a nurturing environment along with means to achievetheir goals and ultimately leading a better brighter and fulfilling life. The Homeenables educational medical and vocational support to handhold these children to reachtheir potentials. On the occasion of Independence Day and our Founder's birthanniversary a hotel team went to the campus of Cheshire Homes to deliver lunch boxes. Thehotel also contributed to Friends in Need Society which helps the homeless and theelderly.

The Oberoi Vanyavilas Ranthambore contributed to Yash Foundationfor orphanage children. Packaged food sweets stationary woolen caps and gloves weredistributed to the children. The hotel team also extended care and comfort by providingfruits to quarantined patients at the Sevika hospital Ranthambhore.

Trident Gurgaon helped in opening up a bakery for the children ofPallavanjali Institute - an institute for children with psychological/neurologicalproblems. All support in terms of raw materials and guidance was extended to Pallavanjali.

Maidens Hotels Delhi lends support to Missionaries of Charity(Mother Teresa) & Delhi Council for Child Welfare (Palna) by providing food andessential items.

The Oberoi New Delhi supports Goonj with the team donatingclothes books shoes and other items of basic necessities. The hotel also donated topeople in need through Natkhat Bachpan. Team members donated woolens blankets shawls andother items. During Christmas colleagues visited the Mother Teresa Home and distributedhampers and sang Christmas carols. The hotel also organised Blood Donation Camps inassociation with the Rotary Blood Bank Delhi.

AUDIT COMMITTEE

The composition of the Audit Committee is as under:

• Mr. Rajeev Gupta - Independent Director & Chairperson

• Mr. Sudipto Sarkar - Independent Director

• Mr. Lakshminaryan Ganesh - Independent Director*

• Mr. Anil Kumar Nehru - Independent Director

• Mr. Sanjay Gopal Bhatnagar - Independent Director**

• Mr. Arjun Singh Oberoi - Executive Chairman; and

• Mr. Shib Sankar Mukherji - Executive Vice Chairman *ceased to bemember w.e.f March 07 2022

** appointed as member w.e.f March 16 2022

For other details relating to the Audit Committee please refer to theCorporate Governance Report.

COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND SENIORMANAGEMENT PERSONNEL APPOINTMENT AND REMUNERATION

The Company's Directors Appointment and Remuneration Policy(Revised) 2019 ("Director Appointment Policy") and Senior ManagementAppointment and Remuneration Policy ("Senior Management Policy") formulated inaccordance with Section 178 of the Act read with the Regulation 19(4) of the listingregulations can be accessed on the Company's websitehttps://www.eihltd.com/-/media/eihltd/pdf-files/polices-and-code-of-conduct/other-policies/sr-management-policy.pdf.

The salient features of the Directors Appointment Policy are as under:

• The Policy aims to engage Directors (including nonexecutive andindependent non-executive directors) who are highly skilled competent and experiencedpersons within one or more fields of business finance accounting law managementsales marketing administration corporate governance technical operations or otherdisciplines related to the business of the Company. The Directors are able to positivelycarry out their supervisory role in the management and the general affairs of the Company;

• Assessing the individual against a range of criteria includingbut not limited to industry experience and other qualities required to operatesuccessfully in the position with due regard to the benefits of diversity of the Board;

• The extent to which the individual is likely to contribute tothe overall effectiveness on the Board and work constructively with other Directors;

• The skills and experience the individual brings to the role andhow these will enhance the skillsets and experience of the Board as a whole;

• The nature of positions held by the individual includingdirectorships or other relationships and the impact they may have on the Directors abilityto exercise independent judgment;

• The time commitment required from a Director to activelydischarge his or her duties to the Company.

• The Salient features of the "Senior Management Policy"are as under:

• The objective of this Policy is to provide a framework and setstandards for the appointment remuneration and termination of Key Managerial Personnel(KMP) Senior Managerial Personnel and the Core Management Team (within the SeniorManagement Personnel) who have the capacity and responsibility to lead the Company towardsachieving its long term objectives development and growth;

• Appointment & Remuneration of Key Managerial PersonnelSenior Managerial Personnel and Core Management Team are aligned to the interests of theCompany and its Shareholders within an appropriate governance framework;

• Remuneration is structured to align with the Company'sinterests taking into account the Company's strategies and risks;

• Remuneration is linked to individual and Company performancewhich in turn impacts the quantum of variable pay;

• Remuneration is designed to be competitive within thehospitality industry or other industries in general for applicable roles;

• Executives performing similar complexity of jobs are paidsimilar compensation.

The remuneration paid to Senior Management personnel is categorisedunder the following major heads:

Fixed Salary: This includes basic salary other allowances perquisitesand retirement benefits;

Variable Salary: This includes variable pay linked to Company andIndividual performance.

ENERGY CONSERVATION MEASURES

Focussed Energy Conservation efforts were maintained throughout theyear. Several energy saving equipment were installed progressively throughout the year.These include LED lamps variable frequency drives for ventilation units energy efficientwater pumps heat pumps for hot water generation waste heat recovery systems for steamwater saving aerators and sensor based wash basin faucets. Inhouse solar power plants ofoptimum capacity were installed at The Oberoi Udaivilas and The Oberoi Vanyavilas.

Furthermore conservation measures in the form of tight operationalcontrol of kitchen and laundry equipment were exercised. Major plant and machinery likeelevators chillers boilers ventilation equipment etc. were operated with adaptivecontrol in relation to occupancy and ambient weather conditions. Guest floors were takenout of service during periods of low occupancy. An operation & maintenance strategywas implemented to ensure periodic maintenance of plant and machinery. This ensured thatall equipment was kept in the most efficient state by performing all necessary routinemaintenance.

Some of the actions planned for next year are replacement of remainingconventional lamps with LED lamps installation of energy valves for air handling unitsinstallation of energy efficient pumps installation of energy efficient blowers for STPinstallation of heat pumps in place of conventional fuel based water heaters installationof demand based ventilation controls and installation of water flow optimisers in taps.Additionally operational measures include initiatives by energy conservation committeescomprising of cross functional groups close monitoring and performance evaluation ofplant and machinery by conducting regular selfaudits and upgrading plant room equipmentwhere required.

With various energy conservation measures taken in FY22 we were ableto reduce our total absolute energy consumption by about 21 million kWh in comparison toFY 20. These energy savings have resulted in the reduction of our carbon dioxide emissionsby about 9400 metric tonnes in comparison to FY 20.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the FY22 the foreign exchange earnings of the Company amountedto INR 1231.32 million as compared to INR 378.42 million in the previous year. Theexpenditure on foreign exchange during the Financial Year was INR 62.96 million ascompared to INR 167.74 million in the previous year.

AUDITOR AND AUDITOR'S REPORT

At the 67th Annual General Meeting of the Company held in the year2017 the shareholders had approved the appointment of M/s Deloitte Haskins & SellsLLP Chartered Accountants (FRN 117366W/W-100018) as the Statutory Auditors of the Companyto hold office for 5 (five) consecutive years from the conclusion of the 67th AnnualGeneral Meeting till the conclusion of the 72nd Annual General Meeting.

In accordance with Section 139 of the Act the Board at its meetingheld on May 04 2022 have recommended to the Shareholders appointment of M/s. DeloitteHaskins & Sells LLP Chartered Accountants (FRN 117366 W/W 100018)("Deloitte") as the Statutory Auditors of the Company to hold office for anotherterm of 5 (five) consecutive years from the conclusion of the 72nd Annual General Meetingscheduled in 2022 till the conclusion of the 77th Annual General Meeting to be held in theyear 2027.

Deloitte have given a written consent to the Company for reappointmentas Auditors. They have also given a certificate that they satisfy the criteria prescribedin Section 141 of the Act and the appointment if made shall be in accordance with theconditions laid down under the Act and Rules.

The Report of the Auditors does not contain any qualificationreservation or adverse remarks.

SECRETARIAL AUDITORS

In accordance with the provisions of Section 204 of the Act M/s. JUS& Associates were appointed as the Secretarial Auditors of the Company for theFinancial Year ended on March 31 2022. The Secretarial Audit Report for the FY22submitted by the Secretarial Auditor does not contain any qualification reservation oradverse remarks. The Secretarial Audit Report is annexed and forms part of the AnnualReport. The certificate from the Practicing Company Secretary pursuant to Regulation 34(3)and schedule V Para C clause (10) (i) of the Listing Regulations with respect tonon-disqualification of Directors of the Company is also annexed and forms part of thisreport.

SECRETARIAL STANDARDS

During the year the Company has complied with the applicableSecretarial Standards.

RELATED PARTY TRANSACTIONS

The contracts arrangements and transactions entered into by theCompany during the Financial Year with related parties were in the ordinary course ofbusiness and were on arm's length basis. During the year the Company has not enteredinto any contract arrangement or transaction with Related Parties that could beconsidered material in accordance with the Related Party Transaction Policy of theCompany. The

Policy on Related Party Transactions approved by the Board can beaccessed on the Company's website

https://www.eihltd.com/-/media/eihltd/pdf-files/polices-and-code-of-conduct/related-party-transaction-policy/eih-rpt-policy-revised_2019.pdf

The details of Related Party Transactions are set out in Note nos. 45and 43 to the Standalone and Consolidated Financial Statements respectively.

ANNUAL RETURN

In accordance with Section 92(3) of the Companies Act 2013 read withrules made thereunder the Annual Return of the Company in Form MGT-7 has been placed onthe website of the company https://www.eihltd.com/investors/ annual-reports

LOANS GUARANTEES OR INVESTMENTS

Particulars of loans given investment made guarantees given if anyand the purpose for which the loan guarantee and investment will be utilised are providedin the Standalone Financial Statement in Note nos. 8 13 & 46(b).

DEPOSITS

During the year the Company did not accept any deposits from thepublic.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In accordance with Section 177(9) of the Companies Act 2013 and rulesmade thereunder read with Regulation 22 of the Listing Regulations the Company has aWhistle Blower Policy in place for its Directors and employees to report concerns aboutunethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct "The Oberoi Dharma". The Policy provides for protected disclosures forthe Whistle Blower. Disclosures can be made through e-mail or letter to the WhistleOfficer or to the Chairperson of the Audit Committee. The Whistle Blower Policy can beaccessed on the Company's website

https://www.eihltd.com/-/media/eihltd/pdf-files/polices-and-code-of-conduct/other-policies/whistleblowerpolicyeih139final.pdf

SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

Subsidiaries/Joint Ventures

The Company has three Indian subsidiaries which are also JointVentures namely Mumtaz Hotels Limited Mashobra Resort Limited and Oberoi Kerala Hotelsand Resorts Limited.

The Company's overseas subsidiaries are i) EIH Flight ServicesLtd Mauritius; ii) EIH International Ltd BVI; iii) EIH Holdings Ltd BVI; iv) PT WidjaPutra Karya Indonesia; v) PT Waka Oberoi Indonesia Indonesia and vi) PT Astina GrahaUbud Indonesia.

During the period under review the Board has approved the sale of theentire shareholding in EIH Flight Services Ltd Mauritius.

In accordance with the Regulation 16 read with the Regulation 24 of theListing Regulations the following unlisted subsidiary companies of the Company wereidentified as "material subsidiary" for the FY22 (based on Income/Net worth inthe preceding accounting year 2020-21):

S.No Name of the subsidiary Percentage Action required / taken under Listing Regulations
1. EIH International Limited (Foreign Subsidiary) 24.05 (based on Net worth) -0.25% (based on income) No action is required for the FY22 Independent Director of EIH Limited was appointed on EIH International Limited's Board in the year 2019.
2. Mumtaz Hotels Limited (Domestic Subsidiary) 4.40 (based on Net worth) 2.09 (based on income) No action was required for the FY22. Independent Director of EIH Limited was appointed on Mumtaz Hotels Limited's Board in the year 2019.
3. Mashobra Resort Limited (Domestic Subsidiary) 2.34 (based on Net worth) -3.83% (based on Income) No action was required for the Financial year 2021-22

In accordance with Regulation 24A of the Listing RegulationsSecretarial Audit of the records of the unlisted material subsidiaries Mumtaz HotelsLimited and Mashobra Resort Limited both incorporated in India were conducted by JUS& Associates Practicing Company Secretary for the FY22. The Secretarial Audit Reportsubmitted by the Practicing Company Secretary does not contain any qualificationreservation or adverse remark. The Secretarial Audit Report of Mumtaz Hotels Limited andMashobra Resort Limited are annexed and form part of the Annual Report.

Associates

The Company has two domestic Associate Companies namely EIHAssociated Hotels Limited (a listed entity) and USmart Education Ltd (an unlisted entity)and one overseas Associate Company namely La Roseraie De L'Atlas (which is also aJoint Venture) through its wholly owned foreign subsidiary.

Joint Ventures

The Company has two Joint Venture Companies one domestic namelyMercury Car Rentals Private Limited and two overseas namely Oberoi Mauritius Limited andIsland

Resort Limited (Subsidiary of Oberoi Mauritius Limited through itswholly owned foreign subsidiary.

A Report on the performance and financial position of each of theSubsidiaries Associates and Joint Venture Companies is provided in the Annexure to theConsolidated Financial Statement and hence not repeated here for the sake of brevity.

The policy on material subsidiaries can be accessed on theCompany's website https://www.eihltd.com/-/media/eihltd/pdf-files/polices-and-code-of-conduct/other-policies/eih-material-subsidiaries-policy-revised-2019.pdf.

DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP) REMUNERATION

a) In accordance with Section 197 read with schedule V of the CompaniesAct 2013 in view of the loss incurred by the Company in the FY22 the Board ofDirectors subject to the approval of the shareholders at their meeting held on March 162022 on the recommendation of the Nomination and Remuneration Committee approved paymentof minimum remuneration to Mr. Prithvi Raj Singh Oberoi Executive Chairman(DIN:00051894) Mr. Shib Sanker Mukherji Executive Vice Chairman (DIN: 00103770) Mr.Vikramjit Singh Oberoi Managing Director and Chief Executive Officer (DIN: 00052014) andMr. Arjun Singh Oberoi Managing Director- Development (DIN: 00052106) for the FY22.Shareholders through Postal Ballot have also approved the resolutions with the requisitemajority.

b) The ratio of the remuneration of each Director to the medianemployees remuneration for the Financial Year is as under:

(INR in Million)

S. Name of the Director No Directors' Remuneration Median Employees Remuneration Ratio
1. Mr. Prithvi Raj Singh Oberoi Executive Chairman 1.51 0.51 3:1
2. Mr. Shib Sanker Mukherji Executive Vice Chairman 6.15 0.51 12:1
3. Mr. Vikramjit Singh Oberoi Managing Director & CEO 11.28 0.51 22:1
4. Mr. Arjun Singh Oberoi Managing Director- Development 11.61 0.51 23:1

Directors' remuneration includes retirement benefits whereverapplicable

c) The percentage increase in remuneration of each Executive DirectorChief Executive Officer Chief Financial Officer Company Secretary or Manager if any inthe Financial Year:

(INR in Million)

S. No Name Total Remuneration 2021-22 Total Remuneration 2020-21 Percentage Increase/Decrease
1. Mr. Prithvi Raj Singh Oberoi 1.51 2.90 (48%)
2. Mr. Shib Sanker Mukherji# 6.15 1.70 262%
3. Mr. Vikramjit Singh Oberoi# 11.28 7.23 56%
4. Mr. Arjun Singh Oberoi# 11.61 4.21 176%
5. Chief Financial Officer 18.08 14.44 25%
6. Company Secretary* 3.71 7.01 -
7. Company Secretary** 5.74 - -

Total remuneration includes retirement benefits wherever applicable

## during the year Executive Directors drawn remuneration for theperiod of eight months as compared to two month during last year.

* Upto July 31 2021

** w.e.f August 2 2021

d) The percentage increase in the median remuneration of employees inthe Financial Year is 11.55%.

e) The number of permanent employees on the rolls of the Company at theend of the Financial Year are 2896.

f) The average percentage increase already made in the salaries ofemployees of the Company other than the managerial personnel in the last Financial Yearwas 15.19%.

It is hereby affirmed that the remuneration of the Executive Directorsand Key Managerial Personnel are as per the Remuneration Policy of the Company.

INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT SYSTEMS

Compliance of Internal Financial Controls and Risk Management Systemsare given in the Management Discussion & Analysis report.

BOARD EVALUATION

In accordance with the provisions of the Act and the Regulation 17(10)of the Listing Regulations the Company has a Board Evaluation Policy for evaluation ofthe Chairperson individual Directors Committees and the Board. A structuredquestionnaire by an independent external agency covering various aspects of theBoard's functioning Board culture performance of specific duties by Directors andcontribution to the Board proceedings was circulated to members of the Board for the FY22.The Board as a whole the Committees the Chairperson and individual Directors were alsoseparately evaluated in the meeting of the Independent Directors and at the meeting of theBoard of Directors.

The process of review of Non-Independent Directors the Board as awhole and also its Committees were undertaken in a separate meeting of IndependentDirectors held on 15th March 2022 without the attendance of Non-Independent Directors andmembers of management. At the meeting the performance of the Chairman of the Company wasreviewed taking into account the views of the Executive Directors Non-executive Directorsand Independent Directors. The meeting also assessed the quality quantity and timelinessof information required for the Board to perform its duties properly. The IndependentDirectors also discussed various matters including the effect of COVID-19 performance ofthe Company Board processes etc.

The entire Board excluding the Director being evaluated evaluated theperformance of each Independent Director.

The Directors have expressed their satisfaction with the evaluationprocess conducted by the independent external agency.

Based on the findings from the evaluation process the Board willcontinue to review its procedures processes and effectiveness of Board'sfunctioning individual Directors effectiveness and contribution to the Board'sfunctioning in the Financial Year 2022-23 with a view to practice the highest standards ofCorporate Governance.

COST RECORDS

The Company is not required to maintain cost records in accordance withSection 148 of the Act read with Rule 3 of the Companies (Cost Record and Audit) Rules2014 as the services of the Company are not covered under these rules.

SIGNIFICANT AND MATERIAL ORDERS IF ANY

During the Financial Year there were no significant or material orderspassed by the Regulators Courts or Tribunals impacting the going concern status and theCompany's operation in future.

PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE

The Company has a policy for prevention of sexual harassment of itswomen employees at the workplace. In accordance with the Sexual Harassment of Women at theWorkplace (Prevention Prohibition and Redressal) Act 2013 ("POSH Act") andrules made thereunder the Company has constituted an Internal Complaint Committee (ICC)at all its hotels Oberoi Flight Services (OFS) Oberoi Airport Services (OAS) PrintingPress and its Corporate Office.

During the year two complaints was received by the ICC from theCompany's hotels flight and airport service units printing press and the corporateoffice. The Company has filed necessary returns as required to be filed under the POSHAct.

PARTICULARS OF EMPLOYEES

In accordance with Section 197 of the Act read with Rule 5 of theCompanies (Appointment and Remuneration) Rules 2014 the following are annexed and formpart of this report:

i) List of top ten employees of the Company in terms of remuneration;

ii) List of employees who received remuneration for the year which inthe aggregate was not less than INR 10.2 million;

iii) List of employees who were employed for a part of the year and whoreceived remuneration which in the aggregate was not less than INR 0.85 million permonth.

CAUTIONARY STATEMENT

Risks uncertainties or future actions could differ materially fromthose expressed in the Directors' Report and the Management Discussion and Analysis.These statements are relevant on the date of this report. We have no obligation to updateor revise any statements whether as a result of new information future developments orotherwise. Therefore undue reliance should not be placed on these statements.

ACKNOWLEDGEMENT

The Board takes this opportunity to thank all employees for theircommitment dedication and co-operation.

For and on behalf of the Board
New Delhi Arjun Singh Oberoi Vikramjit Singh Oberoi
Dated May 04 2022 Executive Chairman Managing Director and
Chief Executive Officer

.