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EIH Ltd.

BSE: 500840 Sector: Services
NSE: EIHOTEL ISIN Code: INE230A01023
BSE 00:00 | 18 Feb 136.00 -2.15
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NSE 00:00 | 18 Feb 135.05 -2.95
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OPEN 136.70
PREVIOUS CLOSE 138.15
VOLUME 1471
52-Week high 214.95
52-Week low 130.80
P/E 44.01
Mkt Cap.(Rs cr) 7,773
Buy Price 133.75
Buy Qty 1000.00
Sell Price 136.00
Sell Qty 25.00
OPEN 136.70
CLOSE 138.15
VOLUME 1471
52-Week high 214.95
52-Week low 130.80
P/E 44.01
Mkt Cap.(Rs cr) 7,773
Buy Price 133.75
Buy Qty 1000.00
Sell Price 136.00
Sell Qty 25.00

EIH Ltd. (EIHOTEL) - Director Report

Company director report

The Board presents the Sixty Ninth Annual Report together with the Audited FinancialStatement and the Auditor’s Report for the Financial Year ended on 31st March 2019.

Financial Highlights

The financial highlights are set out below:

(Rs. in million)

Particulars Standalone Consolidated
Year 2018-19 2017-18 2018-19 2017-18
Total Income 16272.62 14340.43 18796.07 17048.30
Earnings Before Interest Depreciation Taxes Amortisations and Exceptional items (EBIDTA) 4061.38 3024.11 4747.05 4049.27
Finance Costs 463.60 195.70 504.41 231.12
Depreciation 1230.08 1089.72 1325.57 1173.33
Exceptional Income/ (Expenditure) (730.66) - (730.66) -
Share of Profit of Associate and Joint Venture Companies - - 122.96 168.54
Profit Before Tax 1637.04 1738.69 2309.37 2813.36
Current Tax 610.29 589.70 862.24 817.17
Deferred Tax (106.63) 26.24 (42.45) 38.13
Net Profit for the year 1133.38 1122.75 1489.57 1958.06
Other Comprehensive Income/(Loss) for the year net of tax (8.86) (71.63) (16.32) (196.59)
Total Comprehensive Income 1124.52 1051.12 1473.25 1761.47
Less: Share of profit of Non-Controlling Interest - - 170.86 160.04
Total Comprehensive Income attributable to Group - - 1302.39 1601.42
Profit for the Year attributable to the Group - - 1315.41 1792.02
Balance Brought Forward 4468.78 3991.67 4910.16 3765.93
Accumulated Balance 5490.02 5114.42 6225.57 5557.95
Adjusted to Opening Retained Earnings - - (193.82) -
Final Dividend paid for the year 2017-18 (514.41) (514.41) (514.41) (514.41)
Dividend Tax (105.74) (59.60) (105.73) (59.60)
Transfer to General Reserve - - - -
Other Comprehensive Income/(Loss) for the year net of tax (8.86) (71.63) (13.02) (73.78)
Balance carried over 4861.01 4468.76 5398.59 4910.16

Directors’ Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013("the Act") and based upon representations from the Management the Boardstates that:

a) in preparing the Annual Accounts applicable accounting standards have been followedand there are no material departures;

b) the Directors have selected accounting policies applied them consistently and madejudgments and estimates that are reasonable and prudent to give a true and fair view ofthe state of affairs of the Company at the end of the Financial Year and of the profit ofthe Company for the year;

c) the Directors have taken proper and sufficient care in maintaining adequateaccounting records in accordance with provisions of the Act for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;

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

e) the Directors have laid down internal financial controls to be followed by theCompany. These internal financial effectively; controlsareadequateandareoperating and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws. These systems are adequate and are operating effectively.

Performance

The annexed Management Discussion and Analysis forms a part of this report and coversamongst other matters the performance of the Company during the Financial Year 2018-19 aswell as the future outlook.

Business Responsibility Report

In accordance with regulation 34(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") the BusinessResponsibility Report describing the initiatives taken by the Company from theenvironmental social and governance perspective is attached and forms part of thisReport.

Corporate Governance Report

In accordance with regulation 34(3) read with Schedule V(C) of the listing regulationsthe report on CorporateGovernancealongwiththeAuditor’sCertificateis attached andforms part of this Report.

Dividend

The Board recommends a Dividend of Rs. 0.90 per equity share of Rs. 2 each for theFinancial Year 2018-19 for approval by the Shareholders at the forthcoming Annual GeneralMeeting. The dividend if declared at the Annual General Meeting will be paid on 16thAugust 2019 to those Shareholders whose name appear in the Register of Shareholders/Beneficial Owners as on 6th August 2019. In accordance with the Income Tax Act 1961 thetax on dividend will be borne by the Company.

Board Meetings

During the year seven Board Meetings were held on 18th April 2018 30th May 2018 31stJuly 2018 27th September 2018 30th October 2018 30th January 2019 and 28th March 2019respectively.

Directors

Mr. Santosh Kumar Dasgupta (DIN-00038804) a Non-executive Independent Directorresigned from the Board from the close of the Board meeting held on 28th March 2019.

The Board places on record its deep appreciation of the outstanding and valuablecontributions made by Mr. Santosh Kumar Dasgupta in all areas of Board’s functioningduring his long tenure of 18 years as a Non-executive Independent Director on the Board.Mr. Anil Kumar Nehru (DIN: 00038849) a Non-executive Independent Director wasre-appointed on the Board for a second term of 5 (five) 1st April 2019 up to 31st March2024 notwithstanding that he has attained the age of 75 years. In accordance withregulation 17(1A) of the listing regulations the Shareholders have approvedre-appointment of Mr. Anil Kumar Nehru by passing a special resolution by way of postalballot and remote e-voting on 16th March 2019.

Mr. Lakshminarayan Ganesh (DIN:00012583) Mr. Rajeev Gupta (DIN: 00241501) and Mr.Sudipto Sarkar (DIN: 00048279) Non-executive Independent Directors first term in officeexpires on 6th August 2019 (Mr. Lakshminarayan Ganesh and Mr. Rajeev Gupta) and on 29thOctober 2019 (Mr. Sudipto Sarkar).

The Nomination and Remuneration Committee and the Board at their respective meetingsheld on 28th May 2019 and 30th May 2019 noted that the above Non-executive IndependentDirectors are highly renowned professionals drawn from diverse fields who bring with thema wide range of skills and experience to the Board which enhances the quality of theBoard’s functioning and its decision making process. The Company and the Board hasimmensely benefitted from their vast experience knowledge and strategic insights onvarious matters relating to Company’s business. Considering the enormouscontributions of the Directors to the functioning and performance of the Company theBoard was of the unanimous view that it will be in the best interest of the Company tore-appoint them as Non-executive Independent Directors for a second term of 5 (five)consecutive years. Taking into consideration the outcome of the performance evaluationreport of the aforesaid three independent directors the Board of Directors on therecommendation of the Nomination and Remuneration Committee approved and recommended toShareholders re-appointment of Mr. Lakshminarayan Ganesh Mr. Rajeev Gupta and Mr. SudiptoSarkar as Non-executive Independent Directors on the Board of the Company not liable toretire by rotation for a second term of 5 (five) consecutive years from the respectiveexpiry date of their current term.

Mr. Vikramjit Singh Oberoi (DIN: 00052014) Managing Director and Chief ExecutiveOfficer and Mr. Arjun Singh Oberoi (DIN: 00052106) Managing Director-Development term ofofficeas Executive Directors expires on30th June 2019 by efflux of time. On therecommendation of the Nomination and Remuneration Committee at its meeting held on 28thMay 2019 the Board at its meeting held on 30th May 2019 has re-appointed Mr.Vikarmjit Singh Oberoi and Mr. Arjun Singh Oberoi for a period of 5 (five)years witheffect from 1st July 2019 and approved their remuneration subject to the approval of theShareholders. The Directors recommend to Shareholders re-appointment of Mr. VikarmjitSingh Oberoi as Managing Director and Chief Executive Officer and Mr. Arjun Singh Oberoias Managing Director-Development for a period of 5 (five) years from 1st July 2019 andtheir remuneration.

At the first meeting of the Board of Directors for the Financial Year 2018-19 held on18th April 2018 the Independent Directors have confirmed as required under sub section(7) of Section 149 of the Act read with Regulation 25(8) of the listing regulations thatthey meet the criteria of independence required under sub-section (6) of Section 149 ofthe Act and clause (b) of sub-regulation (1) of Regulation 16 of the listing regulations.The Board after undertaking due assessment of the veracity of the declaration submittedby the Independent Directors under sub section (6) of Section 149 of the Act read withsub-regulation (9) of Regulation 25 of the listing regulations was of the opinion thatthe Independent Directors meet the criteria of independence.

Mrs. Nita Mukesh Ambani retires by rotation at the forthcoming Annual General Meetingand being eligible offers herself for re-appointment. The Directors recommendreappointment of Mrs. Nita Mukesh Ambani as a Director on the Board.

Key Managerial Personnel

Mr. Kallol Kundu was appointed as the Chief Financial Officer of the Company witheffect from 1st October 2018 in place of Mr. Biswajit Mitra at the Board on 27thSeptember 2018 on the recommendation of the Nomination and Remuneration Committee. Mr.Biswajit Mitra ceased to be the Chief Financial Officer of the Company with effect from1st October 2018.

Corporate Social Responsibility

The Company’s Corporate Social Responsibility (CSR) Policy formulated inaccordance with Section 135 of the Act read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 can be accessed on the Company’s website www.eihltd.com

The Annual Report on Corporate Social Responsibility activities for the Financial Year2018-19 is given in Annexure 1 and forms a part of this Report. The Annexure alsogives the composition of the CSR Committee. In addition to the mandatory CSR spend inaccordance with the Act during the year the Company’s Hotels and Service Units havealso taken the following CSR initiatives:

a. The Oberoi Grand Kolkata supports Sasha an NGO which works with local artisansfor the upliftment and self-employment of women by purchasing hand-crafted products madeby them. The hotel also invited Ankur Kala and Shri Rajchandra Aatma Tatva ResearchCentre NGO’s working for the rehabilitation and empowerment of marginalised andeconomically challenged women and children to showcase and sell their products viz. batiktie-n-dye tailoring applique block printing silk-screen handmade gift packetscandles bags and stationery products. The hotel had also organised one day breakfast for1200 children in the Jungle Crows ‘Khelo Rugby’ 10 day winter camp which wascoordinated by Mr. Paul Walsh and Chef Shaun Kenworthy for economically deprivedsections of the city who are trained to play Rugby.

b. The Oberoi Udaivilas Udaipur employees visited Mother Teresa Orphanage andAsha Dham Ashram for the poor sick mentally challenged and old people and supports themby taking care of their daily needs. Visits were also organised to government primaryschool local vendors/kiosks where importance of hygiene was demonstrated and toiletrieswere distributed. Visit was also organised for deaf and dumb school on Children’s dayto bring moments of joy in the life of special children cake cutting was done and toyswere distributed. Collaterals in all the guest rooms are placed and donations given byguests are collected and sent to CRY (Child Relief and You). As a green initiative thehotel also organised sapling plantation drives at fatehsagar lake area. The hotel alsoprovided financial aid to Annual Bird Festival for tourists and nature lovers where wildlife enthusiasts and naturalists from across the world came to Udaipur during thefestival.

c. The Oberoi and Trident Nariman Point Mumbai donated blankets bedsheets andpersonal hygiene kits etc. to three NGOs’ namely Cashpor Trust Sherig PhuntsokLing Bong Society and Bal Jeevan Trust. The hotel Team spent an afternoon with studentsfrom The Aditya Birla Integrated High School which offerseducation programme to studentswith learning disabilities such as dyslexia dysgraphia dyscalculia dyspraxia andAttention Deficit Hyperactivity Disorder (ADHD). The training team organized a show aroundfor 30 students in the Kitchen and laundry departments. They were introduced to variousdepartments within Kitchen. A cooking workshop was conducted by our Executive Chef. Thestudents also learnt about different kinds of flower arrangements in the hotel. DiwaliExhibition Shop for a cause initiative was also organized in the hotel in which fiveNGO’s namely Advitya Kubrkabi Foundation Welfare of Stray Dogs NationalAssociation of Blind and Shramik Nari Sangh participated. Young ladies from the SaifeeHospital Ladies Home Science Trust visited the hotel. They were given a brief presentationon housekeeping department followed by a show around in all housekeeping areas namelyflower room uniform room laundry and a guest room.

d. The Oberoi Bengaluru nurtures physically challenged girls and economicallychallenged senior citizens in association with Cheshire Home Trust. The hotel team hosts alunch for the children care givers and supervisors at the Home. Girls and their teacherswere invited for a fun afternoon followed by lunch at the hotel.

The hotel team also organized interactive and engaging activities for the children ofthe home.

e. The Oberoi Vanyavilas Ranthambore was involved in the welfare of localcommunities by providing life insurance and basic equipment to forest guards inRanthambore. The hotel also promotes "Dhonk" a socially responsible enterprisethat aims at creating sustainable jobs for local villagers through art and crafts. Thehotel also contributed to the Ranthambore Tiger Conservation foundation to deal with thewater crisis in the jungle. On the recommendation of the Chief Conservator of Forest thehotel recognized the exceptional work done by the forest guards at the RanthamboreNational Park.

f. The Oberoi Gurgaon and Trident Gurgaon engage with communities atvarious levels supporting initiatives in domains of education community developmentskill development and basic needs of food. The hotels are associated with Happy Schoolwhich is a school for underprivileged children. Both hotels provide mid-day meal ofhigh-protein soya biryani once a week. The hotels are also associated with Ritinjaliwhich is a volunteer-based organization that works with the marginalized communities ineducation and development related projects. The hotels provide basic food and essentialslike rice wheat flour and oil once a month. The hotels hire differently abled personsfrom Pallavanjali Institute for the Actualization of Individual Potential (PIAP) which isan NGO that focus on the needs of children and youth with disabilities. In the area ofskill development and livelihood generation the hotels are partnered with Youth CareerInitiative (YCI) which is an innovative high-impact approach to combating global youthunemployment. It work with young people who are unlikely to have a viable route intolegitimate employment and improve their situation without external help. This is a 6months programme and every year candidates are trained by the hotels. The candidates arepaid a stipend and transportation during the training period.

g. Maidens Hotels Delhi employees visited Palna and Mother Teresa Home wherebreakfast and gifts were distributed. Blood Donation campaign was organised where theemployees also donated bloods.

h. The Oberoi Sukhvilas on the occasion of Children’s day celebrationsdistributed stationary and food hampers in a nearby village school.

i. The Oberoi New Delhi partnered with the Delhi Blind Relief Association tosupport the students of the Delhi Blind School. Students were invited to the hotel todemonstrate their skills to the hotel team members and were offered an opportunity to earnmonetary compensation against their services. The hotel organized Blood Donation Camps inassociation with the Rotary Blood Bank Delhi to create awareness about the benefitsofsafe and regular blood donation. The hotel also supports numerous underprivileged citizensthrough Goonj an NGO. Several team members donated woolens blankets shawls shoes inaddition to other items of basic necessity that are used to protect against the wintercold.

Audit Committee

The composition of the Audit Committee is as under:

• Mr. Anil Nehru - Independent Director & Chairperson

• Mr. L. Ganesh - Independent Director

• Mr. Sudipto Sarkar - Independent Director

• Mr. Rajeev Gupta - Independent Director

• Mr. S.S. Mukherji - Executive Vice Chairman; and

• Mr. Arjun Oberoi - Managing Director Development

For other details relating to the Audit Committee please refer to page nos 72 to 73.

Company’s Policy on Director Appointment and Remuneration and Senior ManagementPersonnel Appointment and Remuneration

The Company’s Policy on Director Appointment and Remuneration Policy (revised)2019 ("Director Appointment Policy") and Senior Management Appointment andRemuneration Policy ("Senior Management Policy") formulated in accordance withSection 178 of the Act read with regulation 19(4) of the listing regulations can beaccessed on the Company’s website www.eihltd.com.

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

The Policy aims to engage Directors (including non-executive and independentnon-executive directors) who are highly skilled competent and experienced persons withinone or more fields of business finance accounting law management sales marketingadministration corporate governance technical operations or other disciplines related tothe business of the Company. The Directors shall be able to positively carry out theirsupervisory role on the management and the general affairs of the Company;

• assessing the individual against a range of criteria including but not limitedto industry experience background and other qualities required to operate successfullyin the position with due regard to the benefits of diversity of the Board; the extent towhich the individual is likely to contribute to the overall effectiveness of the Board andwork constructively with existing Directors; the skills and experience the individualbrings to the role and how these will enhance the skill sets and experience of the Boardas a whole;

• the nature of positions held by the individual including directorships or otherrelationships and the impact they may have on the Director’s ability to exerciseindependent judgment; the time commitment required from a Director to actively dischargehis 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 set standards for theappointment remuneration and termination of Key Managerial Personnel (KMP) and the CoreManagement Team (within the Senior Management Personnel) who have the capacity andresponsibility to lead the Company towards achieving its long term objectives developmentand growth;

Appointment & Remuneration of Key Managerial Personnel and Core Management

Team are aligned to the interests of the Company and its Shareholders within anappropriate governance framework;

Remuneration is structured to align with the Company’s interests taking intoaccount the Company’s strategies and risks;

Remuneration is linked to individual and Company performance which in turn impactsthe quantum of variable pay;

• Remuneration is designed to be competitive within the hospitality industry orgeneral industry for applicable roles;

Executives performing similar complexity of jobs are paid similar compensation.

The remuneration paid to Senior Management personnel is categorised under the followingmajor heads: Fixed Salary: This includes basic salary other allowances perquisites andretirement benefits; Variable Salary: This includes variable pay linked to Company andIndividual performance.

Energy Conservation Measures

During the year energy conservation measures taken by the Company include: replacementof incandescent & CFL lamps with energy efficient LED lamps; replacement of oldchiller with energy efficient Variable Refrigerant Flow (VRF) system;

• installation of primary & secondary pumps in chilled water system along withtwo way energy valves for air handling units;

• installation of two way valves for fan coil units;

• installation of automatic tube condenser cleaning system for chillers;

installation of variable frequency drives in chilled water system; installation ofvariable frequency drives in air handling units; de-scaling of heat exchangers;installation of energy efficient cooling towers;

• installation of solar panels for generation of electricity;

• installation of water conservation devices in taps and showers and installationof eco washer in water closets.

Besides these conservation measures were continued to control energy consumption bytight operational control of lighting and other equipment regulation of air conditioningset points according to ambient temperatures taking guest floors occupancy optimizationof laundry and boiler operation.

Energy audits and thermography of electrical panels are carried out which willsubstantially help in tracing out more ways of saving the energy

Actions planned for the next year are:

• installation of two way valves for fan coil units;

• automatic tube cleaning systems for more number of chillers;

• replacement of remaining incandescent and CFL lamps with energy efficientLEDlamps;

• upgradation of sewage treatment plants;

installation of new energy efficient pumps;

upgrading chiller’s with variable frequency drives operations; installation of PLCunits for Air Handling Units;

• installation of heat pumps for hot water generation;

• installation for condensate recovery system from calorifiers;

• installation of variable frequency drives for Air Handling Units;

• replacement of old chiller with more efficient chiller;

• cooling tower replacement with more efficient cooling tower for chiller andinstallation of eco washer for water closets.

Operational measures include setting of benchmarks with respect to the current yearwith targets for increased savings initiatives by energy conservation committeescomprising of cross functional groups close monitoring & performance evaluation ofplant and machinery by conducting energy audits.

Foreign Exchange Earnings and Outgo

During the Financial Year 2018-19 the foreign exchange earnings of the Companyamounted to Rs. 5144.68 million as compared to Rs. 4354.88 million in theprevious year. The expenditure on foreign exchange during the Financial Year was Rs. 598.28million as compared to Rs. 841.09 million in the previous year.

Auditor and Auditor’s Report

At the 67th Annual General Meeting of the Company held in the year 2017 theShareholders had approved the appointment of M/s. Deloitte Haskins & Sells LLPChartered Accountants (FRN 117366 W/W 100018) ("Deloitte") as the StatutoryAuditors of the Company to hold office for 5 (five) consecutive years.

The Report of Auditors does not contain any qualification reservation or adverseremark.

Secretarial Auditors

In accordance with the provisions of Section 204 of the Act M/s. JUS & Associateswas appointed as the Secretarial Auditors of the Company for the Financial Year ending on31st March 2019. The Secretarial Audit Report submitted by the Secretarial Auditordoes not contain any qualification reservation or adverse remark. The Secretarial AuditorReport forms part of the Annual Report.

Secretarial Standards

During the year the Company has complied with the applicable Secretarial Standards.

Related Party Transactions

The contracts arrangements and transactions entered into by the Company during theFinancial Year with related parties were in the ordinary course of business and are on anarm’s length basis. During the year the Company has not entered into any contractarrangement or transaction with Related Parties that could be considered material inaccordance with the Related Party Transaction Policy of the Company. The Policy on RelatedParty Transactions approved by the Board can be accessed on the Company’s website www.eihltd.com.

The details of Related Party Transactions are set out in Note nos. 42 and 43 to theStandalone and Consolidated Financial Statements respectively.

Extract of Annual Return

The Extract of the Annual Return for the Financial Year ended on 31st March 2019 inForm MGT-9 is annexed as Annexure 2.

Loan Guarantees or Investments

Particulars of loans given investment made guarantees given if any and the purposefor which the loan guarantee and investment will be utilised are provided in theStandalone Financial Statement in Note nos. 7 & 8.

Deposits

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

Vigil Mechanism/Whistleblower Policy

In accordance with the Section 177(9) of the Act and rules framed thereunder read withRegulation 22 of the Listing Regulations the Company has a Whistleblower Policy in placefor its Directors and Employees to report concerns about unethical behaviour actual orsuspected fraud or violation of the Company’s Code of Conduct "The OberoiDharma". The Policy provides for protected disclosures for the Whistle blower.Discolsures can be made through e-mail or letter to the Whistle Officer or to theChairperson of the Audit Committee. The whistle blower Policy can be accessed on theCompany’s website www.eihltd.com.

During the year ended 31st March 2019 one complaint was received from an employee ofthe Company’s Managed Hotel Trident Gurgaon in respect of data theft from acompetitor against The Oberoi Dharma misuse of guest/ administration cars. The Complaintwas thoroughly investigated by the Whistle Officer and the Whistle Committee. The Reportof the Whistle Officer and the Whistle Committee and its recommendation was placed beforethe Audit Committee. The Audit Committee deliberated and approved the recommendation ofthe Whistle Committee for Management action. The Management took necessary action to thesatisfaction of the Audit Committee.

Subsidiaries Associates and Joint Ventures Subsidiaries/ Joint Ventures

The Company has three Indian subsidiaries which are also Joint Ventures namely MumtazHotels Ltd Mashobra Resort Ltd and Oberoi Kerala Hotels and Resorts Ltd. TheCompany’s overseas subsidiaries are

i) EIH Flight Services Ltd Mauritius;

ii) EIH International Ltd BVI;

iii) EIH Holdings Ltd BVI;

iv) EIH Investments NV Netherlands;

v) EIH Management Services BV Netherlands;

vi) PT Widja Putra Karya Indonesia;

vii) PT Waka Oberoi Indonesia Indonesia and

viii) PT Astina Graha Ubud Indonesia.

In accordance with regulation 16 read with regulation 24 of the listing regulations atthe meeting held on 29th May 2019 the Audit Committee has identified the followingunlisted subsidiary companies of the Company as "material subsidiary":

S.No. Name of the Subsidiary Criteria for determination of "material subsidiary"
1. Mumtaz Hotels Ltd Income in the preceding accounting year 2017-18 exceeds 10% of the consolidated income of the Company but is less than 20%.
2. EIH International Ltd Net Worth in the preceding accounting year 2017-18 exceeds 10% of the consolidated Net Worth of the Company but is less than 20%.

Therefore in accordance with regulation 24A of the listing regulations SecretarialAudit of the records of the unlisted material subsidiary Mumtaz Hotels Limited which isincorporated in India as on 31st March 2019 was conducted by JUS & AssociatesSecretarial

Auditor. The Secretarial Audit Report submitted by the Secretarial Auditor does notcontain any qualification reservation or adverse remark. The Secretarial Audit Reportforms part of the Annual Report.

Associates

The Company has three domestic Associate Companies namely EIH Associated Hotels Ltd(a listed entity) Mercury Travels Ltd (an unlisted entity) and USmart Education Ltd (anunlisted entity). During the year Company has divested its entire holding in MercuryTravels Ltd. As a result Mercury Travels Ltd has ceased to be an "associate" ofthe Company with effect from 7th August 2018. By virtue of Share Purchase Agreement (SPA)for sale of Mercury Travels Ltd its wholly owned subsidiary USmart Education Ltd hasbecome an "associate" of the Company with effect from 31st July 2018 as theCompany has 25.10% investment in USmart Education Ltd.

Joint Ventures

The Company has three Joint Venture Companies one domestic namely Mercury CarRentals Private Ltd and two foreign Companies namely Oberoi Mauritius Ltd and LaRoseraie De L’Atlas (also an Associate as per IndAS requirement) through its whollyowned foreign subsidiary.

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

The policy on material subsidiaries can be accessed on the Company’s websitewww.eihltd.com.

Directors/Key Managerial Personnel (KMP) Remuneration

a) During the year in accordance with regulation 17(6)(e) of the listing regulationsspecial resolutions were passed by the shareholders by way of postal ballot and remotee-voting on 16th March 2019 in respect of remuneration of Mr. Prithviraj Singh Oberoi(DIN: 00051894) Mr. Shib Sanker Mukherji (DIN: 00103770) Mr. Vikramjit Singh Oberoi(DIN: 00052014) and Mr. Arjun Singh Oberoi (DIN: 00052106).

b) The ratio of the remuneration of each Director to the median employees remunerationfor the Financial Year is as under:

( Rs. Million)

S.No Name of the Director Directors’ Remuneration Median Employees Remuneration Ratio
1. Mr. Prithviraj Singh Oberoi Executive Chairman 33.02 0.40 83:1
2. Mr. Shib Sanker Mukherji Executive Vice Chairman 32.93 0.40 82:1
3. Mr. Vikramjit Singh Oberoi Managing Director & CEO 35.84 0.40 90:1
4. Mr. Arjun Singh Oberoi ManagingDirector- Development 33.31 0.40 83:1

Directors’ remuneration includes retirement benefits wherever applicable

c) The percentage increase in remuneration of each Executive Director Chief ExecutiveOfficer Chief Financial Officer Company Secretary or Manager if any in the FinancialYear:

(Rs. Million)

S.No Name Total Remuneration 2018-19 Total Remuneration 2017-18 Percentage Increase / Decrease
1. Mr. Prithviraj Singh Oberoi 33.02 40.05 (17.55)
2. Mr. Shib Sanker Mukherji 32.93 36.89 (10.73)
3. Mr. Vikramjit Singh Oberoi 35.84 44.70 (19.82)
4. Mr. Arjun Singh Oberoi 33.31 42.16 (20.99)
5. Chief Financial Officer 15.75 15.90 (0.94)
6. Chief Financial Officer** 10.97 - -
7. Company Secretary 6.88 6.59 4.21

Total remuneration includes retirement benefits wherever applicable

* Mr. Biswajit Mitra- CFO up to 30th September 2018

** Mr. Kallol Kundu CFO with effect from 1st October 2018

d) The percentage increase in the median remuneration of employees in the FinancialYear is 3.02%.

e) The number of permanent employees on the rolls of the Company at the end of theFinancial Year 3919.

f) The average percentage increase already made in the salaries of employees of theCompany other than the managerial personnel in the last Financial Year is 7.1%. Theaverage percentage increase in the managerial remuneration is Nil. It is hereby affirmedthat the remuneration of the Executive Directors and Key Managerial Personnel are as perthe Remuneration Policy of the Company.

Internal Financial Controls and Risk Management Systems

Compliance of the above is given in the Management Discussion & Analysis Report onpage nos. 49 to 50.

Board Evaluation

In accordance with the provisions of the Act and Regulation 17(10) of the ListingRegulations a Board Evaluation Policy is in place. A structured questionnaire by anindependent external agency covering various aspects of the Board’s functioningBoard culture performance of specific duties by Directors and contribution to the Boardproceedings was circulated to the members of the Board for the Financial Year 2018-19.Based on the responses received the Board as a whole the Committees the Chairperson andindividual Directors were separately evaluated in the meeting of the Independent Directorsand at the meeting of the Board of Directors.

The process of review of Non-Independent Directors the Board as a whole and also itsCommittees were undertaken in a separate meeting of Independent Directors held on 28thMarch 2019 without the attendance of Non-Independent Directors and members of management.At the meeting the performance of the Chairman of the Company was reviewed taking intoaccount the views of the Executive Directors Non-executive Directors and IndependentDirectors. The meeting also assessed the quality quantity and timeliness of informationrequired for the Board to perform its duties properly. The entire Board excluding theDirector being evaluated evaluated the performance of each Independent Director. TheDirectors have expressed their satisfaction with the evaluation process conducted by theindependent external agency. Based on the findings from the evaluation process the Boardwill continue to review its procedures processes and effectiveness of Board’sfunctioning individual directors effectiveness and contribution to the Board’sfunctioning in the Financial Year 2019-20 as well with a view to practice the higheststandards of Corporate Governance.

Cost Records

Company is not required to maintain cost records in accordance with Section 148 of theAct read with Rule 3 of the Companies (Cost Record and Audit) Rules 2014 as the servicesof the Company are not covered under the said rules.

Significant and Material orders if any

During the Financial Year there were no significant or material regulators courts ortribunals impacting the going concern status and the Company’s operation in future.

Prevention of Sexual Harassment at Workplace

The Company has a policy for prevention of sexual harassment at the workplace. Inaccordance with the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013 ("Redressal Act") and rules made thereunder theCompany has constituted an Internal Compliant Committee (ICC) in all its hotels OberoiFlight Services (OFS) Oberoi Airport Services (OAS) Printing Press and Corporate Office.During the year the ICC received six complaints. All the complaints have been disposed ofwithin the statutory period. During the year the company has duly complied with theapplicable provisions of the Redressal Act.

Particulars of Employees

In accordance with Section 197 of the Act read with Rule 5 of the Companies(Appointment and Remuneration) Rules 2014 the following are annexed and forms part ofthis Report:

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

ii) List of employees employed who received remuneration for the year which inaggregate was not less than Rs. 10.2 million;

iii) List of employees who were employed for a part of the year and who receivedremuneration which in the aggregate was not less than Rs. 0.85 million per month.

Cautionary Statement

Risks uncertainties or future actions could differ materially from those expressed inthe Directors’ Report and the Management Discussion and Analysis. These statementsare relevant on the date of this Report. We have no obligation to update or revise anystatements whether as a result of new information future developments or otherwise.Therefore undue reliance should not be placed on these statements.

Acknowledgement

The Board takes this opportunity to thank all employees for their commitmentdedication and co-operation.

For and on behalf of the Board
Gurugram ARJUN SINGH OBEROI VIKRAMJIT SINGH OBEROI
30th May 2019 Managing Director - Development Managing Director &
Chief Executive Officer