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EIH Ltd.

BSE: 500840 Sector: Services
NSE: EIHOTEL ISIN Code: INE230A01023
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OPEN 110.80
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VOLUME 87643
52-Week high 122.60
52-Week low 72.45
P/E
Mkt Cap.(Rs cr) 7,013
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 110.80
CLOSE 110.80
VOLUME 87643
52-Week high 122.60
52-Week low 72.45
P/E
Mkt Cap.(Rs cr) 7,013
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 first Annual Report together with the Audited FinancialStatement and the Auditor’s Report for the Financial Year ended on March 31 2021.

FINANCIAL HIGHLIGHTS

The financial highlights are set out below:

(Rs. in million)

Particulars Standalone Consolidated
Year 2020-21 2019-20 2020-21 2019-20
Total Income 4736.42 14343.08 5549.68 16746.94
Earnings Before Interest Depreciation Taxes Amortisations and Exceptional items (EBIDTA) (2336.73) 3094.21 (2339.84) 3686.98
Finance Costs 404.30 495.15 457.41 556.05
Depreciation 1199.62 1342.03 1326.60 1464.61
Exceptional Items (489.95) (166.07) (24.93) (4.67)
Share of Profit / (Loss) of Associate and Joint Venture Companies - - (608.18) (1.44)
Profit / (Loss) Before Tax (4430.50) 1090.96 (4756.96) 1660.21
Current Tax 12.05 209.91 76.48 372.39
Deferred Tax (1011.31) (363.62) (1078.98) (363.61)
Profit / (Loss) for the year (3431.24) 1244.67 (3754.46) 1651.43
Other Comprehensive Income / (Loss) for the year net of tax 30.88 (23.29) (84.47) 550.82
Total Comprehensive Income / (Loss) (3400.36) 1221.38 (3838.93) 2202.25
Less: Share of Profit / (Loss) of Non-Controlling Interest - - (53.33) 173.09
Total Comprehensive Income / (Loss) attributable to Group - - (3785.60) 2029.16
Profit / (Loss) for the Year attributable to the Group - - (3697.08) 1488.17
Balance Brought Forward 5502.42 4861.01 6236.57 5398.59
Adjustment for new Ind AS - 6.69 - 8.09
Accumulated Balance 2102.06 6089.08 2581.26 6894.85
Adjusted to Opening Retained Earnings - -
Final Dividend Paid - (514.41) - (514.41)
Dividend Tax - (72.25) - (91.34)
Transfer to General Reserve - - -
Balance carried over 2102.06 5502.42 2581.26 6236.57

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 loss 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 controls are adequate and are operating effectively; 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 FY21 as well as thefuture 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 Corporate Governance along with the certificate from the Practicing CompanySecretary is attached and forms part of this Report.

DIVIDEND

As the Company has incurred loss in the Financial Year the Board of Directors havedecided not to recommend any dividend to the shareholders for the FY21.

RAISING OF CAPITAL BY RIGHTS ISSUE

During the year the Company raised capital by issue of further shares to eligibleequity shareholders of the Company on rights basis in the ratio of 8 shares for every 85shares held. The shares were issued at a price of Rs. 65 per share (including a premium ofRs. 63 per share). The Company issued 53794768 fully paid equity shares aggregating toRs. 3496.66 million. The capital was raised for repayment of short term and long termloans availed from banks and for general corporate purposes. The trading permission forthe rights shares were received from the BSE Ltd. and the National Stock Exchange of IndiaLtd. on October 27 2020 and from the Calcutta Stock Exchange Ltd. on November 02 2020.

VOLUNTARY DELISTING OF EQUITY SHARES

In accordance with regulation 6(a) read with regulation 7 of the SEBI (Delisting ofEquity Shares) Regulations 2009 the Board at the Board meeting held on January 29 2021approved voluntary delisting of Company’s 625364182 equity shares of face value Rs.2 each from the Calcutta Stock Exchange Limited ("CSE"). By its letter datedMarch 04 2021 the CSE granted permission for voluntary delisting of the equity shares ofthe Company on the CSE with effect from March 05 2021. The equity shares of the Companycontinue to be listed on the National Stock Exchange of India Ltd. (NSE) and BSE Ltd.(BSE) having nationwide trading terminals.

BOARD MEETINGS

During the year Seven Board Meetings were held on June 26 2020 August 13 2020September 07 2020 September 21 2020 November 04 2020 January 29 2021 and March 262021 respectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the first meeting of the Board of Directors for the FY22 held on May 07 2021 asrequired under sub section (7) of Section 149 of the Act read with Regulation 25(8) of thelisting regulations the Independent Directors have confirmed that they meet the criteriaof independence required under sub-section (6) of Section 149 of the Act and clause (b) ofsub-regulation (1) of Regulation 16 of the listing regulations. The Board afterundertaking due assessment of the veracity of the declarations submitted by theIndependent 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.

Mr. Arjun Singh Oberoi retires by rotation at the forthcoming Annual General Meetingand being eligible offer himself for re-appointment. The Directors recommendre-appointment of Mr. Arjun Singh Oberoi as a Director on the Board.

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 https://www.eihltd.com/-/media/eihltd/pdf-files/polices-and-code-of-conduct/corporate-social-responsibility-policy/eih-csr-policy-18.pdf.

The Annual Report on Corporate Social Responsibility activities for the FY21 isattached in the prescribed format [Annexure–II to the Companies (Corporate SocialResponsibility Policy) Amendment Rules 2021] and forms part of this report.

In addition to the mandatory CSR spend in accordance with the Act during the year theCompany’s hotels and service units have also taken the following CSR initiatives:

The Oberoi Grand Kolkata reached out to Mother House and St. Teresa’s ChurchMoulali during the nationwide lockdown due to Covid-19. The hotel distributed freshlyprepared food and dry rations to the less privileged throughout the lockdown. The hotelalso supported the local police station with sanitisation products and dry rations.

In December 2020 the hotel engaged with Jungle Crows ‘Khelo Rugby’ which isan annual 10 day Winter Camp coordinated by Mr. Paul Walsh and Chef Shaun Kenworthy.Keeping in mind the social distancing norms only 200 children from the economicallydeprived sections of the city were present at the event to play Rugby under the guidanceof Mr. Walsh. Besides organising breakfast for the camp the General Manager along withthe hotel team spent time with the children and at all times followed the safetyprotocols.

The hotel also extended support to Sasha working with local artisans to support fairtrade by purchasing their products for the hotels guest delight and empowerprogram._Besides this the hotel also donated discarded uniforms bath and bed linen Food& Beverage linen and newspapers to a few other NGOs who work with women and children.

The Oberoi Udaivilas Udaipur supported people who were bravely performing theirduties in Udaipur during Covid-19 pandemic. The hotel distributed masks and food packagesto Government officials who were on duty during this difficult time. Approximately onethousand hand stitched masks were distributed in various Government offices including thecollector’s office superintendent of police office Nagar Nigam excise departmenttourism department etc. The hotel also served food to people in hospital and the migrationoffice.

The Oberoi and Trident Nariman Point Mumbai In Mumbai the BMC officials were atthe frontline testing tracing and quarantining people in various localities. TridentNariman Point and The Oberoi Mumbai provided meals prepared by our Chefs to BMC workersin South Mumbai. (Brihanmumbai Municipal Corporation) The menus were designed on a dailybasis keeping nutritional needs in mind ensuring that meals are hygienically packed andhandled.

The two hotels supported the Marine Drive Police Station with breakfast and snacks onmultiple occasions and also served meals for 150 police Officials daily during the lockdown period.

Trident Bandra Kurla BKC launched a community driven initiative by providing 150pre-packed cooked meals daily for over two months to the vulnerable communities and dailywage workers in the neighboring areas of Chunabhatti and Kalina during the first phase ofthe Covid-19 pandemic and the nationwide lockdown. This was undertaken to help those whoduring the lockdown were unable to get daily meals and access to safe and hygienic foodand nourishment.

The hotel also supplied rations of food and cleaning essentials to the Shanti AvednaSadan Hospice for the entire duration of the lockdown. Food rations like oil sugar riceflour tea and milk along with detergents were provided on a bimonthly basis to 100patients residing in the hospice and were affected by the lockdown. Shanti Avedna Sadan isIndia’s first Hospice an institution that takes care of the advanced terminally illcancer patients. The Shanti Avedna Sadan Trust is a Charitable Trust with its main branchsituated in Bandra Mumbai.

The Oberoi Bengaluru reached out to the employees of the hotel who founddifficulty in securing food supplies during the lockdown. To help the medical fraternitywho were fighting the Covid-19 pandemic from the frontlines the hotel also took theinitiative of supplying daily packed meals for lunch and dinner containing rice lentilsand a vegetable preparation to St. Philomena’s Hospital. The initiative commenced onMarch 30 2020 and ended in June 2020 post lifting of lockdown.

The hotel also contributed to Friends in Need Society which helps the homeless and theelderly.

The Oberoi Vanyavilas Ranthambore supports "Dhonk" a sociallyresponsible enterprise that aims at creating sustainable jobs for local villagers throughart and crafts. The hotel promotes the organisation to display their products within thepremises of the hotel for guests. The hotel also provided seasonal fruits tea and snacksevery day to the quarantined patients at Sevika Hospital Sherpur.

Trident Gurgaon collaborated with the Delhi based organisation Pallavanjali whichoffers education training and therapy to young adults with special needs during thelockdown period. The hotel participated in virtual learning with their students to providean environment that presents equal opportunities to all young adults who do not functionoptimally in a traditional academic set up. As part of the initiative the hotel heldspecial sessions on topics which will enable students at Pallavanjali to have exposure inthe hospitality industry. These sessions also groom them better for their interviews andoverall personality development.

The hotel also distributed essential items like bed sheets towels t-shirts trousersand rations to "The Earth Saviors Foundation." This internationally recognisednon-profit organisation based in Gurgaon is dedicated to serve less privileged people andputs in every effort to protect the environment.

Some of the STEP associates of the hotel worked on various projects during the Covid-19pandemic outbreak viz: Milaap Fundraisers Project "Project Srishtipath"associated with Humanity Welfare Council which focuses on the development of backwardclasses and was involved during the Covid-19 pandemic in April and May 2020 donatinghomemade cloth masks and distributing packed meals.

The Oberoi Gurgaon supports Harmony House a charitable organisation for streetchildren in India. Established in 2009 it supports destitute children through educationfood health and future employability. They have two shelters supporting over 450children whilst providing vocational services and training programs for women and olderchildren alike. They support each child’s right to a childhood – a chance tolearn grow and most importantly dream. The hotel has been associated with them for thelast couple of years by sending food items every Friday for these children.

The hotel has also provided 6000 packed meals for the underprivileged people duringthe lockdown in the months of April May and June 2020.

Maidens Hotels Delhi took the initiative of providing an estimated 13500 packedmeals for the stranded international travelers during the lockdown through the office ofthe district magistrate. The initiative by the hotel was appreciated in the ET HospitalityWorld and Travel + Leisure digital editions.

The Oberoi New Delhi distributed over 10000 boxes of freshly cooked and healthypacked meals to those in need with the support of government agencies NGOs and localauthorities during the outbreak of the Covid-19 pandemic and the lockdown. The hotel alsoprovided soaps and hand sanitisers to the Delhi Police who were working round the clock tobattle the pandemic. The hotel supported several families with ration essentials who werestruggling to make ends meet as a result of the ramifications of the Covid-19 outbreak.Over 200 ration bags were distributed to the vulnerable.

AUDIT COMMITTEE

The composition of the Audit Committee is as under:

• Mr. Sudipto Sarkar - Independent Director & Chairperson

• Mr. Lakshminarayan Ganesh - Independent Director

• Mr. Anil Kumar Nehru - Independent Director

• Mr. Rajeev Gupta – Independent Director

• Mr. Shib Sanker Mukherji – Executive Vice Chairman; and

• Mr. Arjun Singh Oberoi - Managing Director Development

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

COMPANY’S POLICY ON DIRECTORS

APPOINTMENT AND REMUNERATION AND SENIOR MANAGEMENT PERSONNEL APPOINTMENT ANDREMUNERATION

The Company’s Policy on Directors 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 https://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 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 are 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 to which the individual is likely to contribute to the overalleffectiveness on the Board and work constructively with existing Directors;

• The skills and experience the individual brings to the role and how these willenhance the skillsets and experience of the Board as a whole;

• The nature of positions held by the individual including directorships or otherrelationships and the impact they may have on the Directors ability to exerciseindependent judgment;

• The time commitment required from a Director to actively discharge his or herduties 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 ManagementTeam 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 takinginto account the Company’s strategies and risks;

• Remuneration is linked to individual and Company performance which in turnimpacts the quantum of variable pay;

• Remuneration is designed to be competitive within the hospitality industry orother industries in general 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 and Individualperformance.

ENERGY CONSERVATION MEASURES

During the year energy conservation measures taken by the Company include:

• replacement of conventional lamps with energy efficient LED lamps;

• variable frequency drives for cooling towers;

• heat pumps for hot water generation;

• inverter based air-conditioning units;

• waste heat recovery system for steam;

• water saving aerators; and

• sensor based wash basin faucets.

Furthermore an advanced action plan for controlling energy consumption was activatedprior to the lockdown. The plan included steps of creative and smart adaptation to theunfolding situation. Building systems were operated at minimum levels mandated formaintaining a safe and hygienic environment. At the same time an operation andmaintenance strategy was implemented to ensure periodic maintenance of plant andmachinery. This warranted that all equipment was kept in the most efficient state bycarrying out all maintenance routines. Furthermore as and when hotels openedconservation measures were continued in the form of tight operational control of lightingand other equipment’s regulation of air conditioning set points according to theambient temperatures taking guest floors out of order and optimisation of laundry andboiler operation.

With various energy conservation measures taken in the FY21 we were able to reduce ourtotal equivalent energy consumption by about 34 million KWh which is about 34% reductionover the previous Financial Year. The consequent reduction in CO2 emissions has been about16 million kgs which is a reduction of 39% over the previous Financial Year.

Actions planned for the next year are –

• replacement of remaining conventional lamps with LED lamps;

• installation of IoT based BMS system and energy valves for air handling units;

• installation of energy efficient pumps;

• upgradation of chillers with variable frequency drives;

• installation of heat pumps in place of conventional fuel based water heaters;

• installation of demand based ventilation controls;

• installation of water flow optimisers in taps;

• installation of in-house solar power plant with optimum capacity at The OberoiVanyavilas and The Oberoi Udaivilas. In addition operational measures include setting upof benchmarks with respect to the current year with targets for increased savingsinitiatives by energy conservation committees comprising of cross functional groups closemonitoring and performance evaluation of plant and machinery by conducting regularself-audits and upgrading plant room equipment.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the FY21 the foreign exchange earnings of the Company amounted to Rs. 378.42million as compared to Rs. 4685.10 million in the previous year. The expenditure onforeign exchange during the Financial Year was Rs. 167.74 million as compared to Rs.697.01 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 (Firm’s Registration No.-117366W/W-100018)("Deloitte") as the Statutory Auditors of the Company to hold office for 5(five) consecutive years from the conclusion of the_67th Annual general meetingtill the conclusion of the_72nd Annual General Meeting.

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

SECRETARIAL AUDITORS

In accordance with the provisions of Section 204 of the Act M/s. JUS & Associateswere appointed as the Secretarial Auditors of the Company for the Financial Year ended onMarch 31 2021. The Secretarial Audit Report submitted by the Secretarial Auditors doesnot contain any qualification reservation or adverse remarks. The Secretarial AuditReport is annexed and forms part of the Annual Report. The certificate from the PracticingCompany Secretary pursuant to Regulation 34(3) and schedule V Para C clause (10) (i) ofthe listing regulations with respect to non-disqualification of Directors of the Companyis also annexed and forms part of this 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 websitehttps://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.44 and 43 to theStandalone and Consolidated Financial Statements respectively.

ANNUAL RETURN

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

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. 8 & 45.

DEPOSITS

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In accordance with the Section 177(9) of the Act and rules made thereunder read withregulation 22 of the listing regulations the Company has a Whistle blower 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.Disclosures 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 https://www.eihltd.com/-/media/eihltd/pdf-files/polices-and-code-of-conduct/other-policies/whistleblowerpolicyeih139final.pdf.

During the year ended on March 31 2021 there were no complaints received under thevigil mechanism.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

Subsidiaries/Joint Ventures

The Company has three Indian subsidiaries which are also Joint Ventures namely MumtazHotels Limited Mashobra Resort Limited and Oberoi Kerala Hotels and Resorts Limited.

The Company’s overseas subsidiaries are

i) EIH Flight Services Ltd. Mauritius;

ii) EIH International Ltd. BVI;

iii) EIH Holdings Ltd. BVI;

iv) PT Widja Putra Karya Indonesia;

v) PT Waka Oberoi Indonesia Indonesia and

vi) PT Astina Graha Ubud Indonesia.

In accordance with regulation 16 read with regulation 24 of the listing regulationsthe Board at its meeting held on June 26 2020 on the recommendation of the AuditCommittee identified the following unlisted subsidiary companies of the Company as"material subsidiary" for the FY21 (based on Income/Net worth in the precedingaccounting year 2019-20):

Name of the subsidiary Percentage Action required under the listing regulations
1. Mumtaz Hotels Limited 24.68 (based on income) i) Secretarial Audit for FY 21;
ii) Independent Director of EIH has already been appointed on the Mumtaz Hotels Ltd. Board in the year 2019.
2. EIH International Limited 24.36 (based on Net worth) Independent Director of EIH has already been appointed on EIH International Ltd. Board in the year 2019.
3. Mashobra Resort Limited 14.16(based on Income) Secretarial Audit for the FY 21;
4. EIH Holdings Limited 12.40 (based on Net worth) No action required.

Therefore in accordance with regulation 24A of the listing regulations SecretarialAudit of the records of the unlisted material subsidiaries Mumtaz Hotels Limited andMashobra Resort Limited both incorporated in India was conducted by JUS &Associates Practicing Company Secretary for the FY21. 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 forms part of the Annual Report.

ASSOCIATES

The Company has two domestic Associate Companies namely EIH Associated Hotels Ltd. (alisted entity) and USmart Education Ltd. (an unlisted entity) and one overseas AssociateCompany namely La Roseraie De L’Atlas (which is also a Joint Venture) through itswholly owned foreign subsidiary.

JOINT VENTURES

The Company has two Joint Venture Companies one domestic namely Mercury Car RentalsPrivate Ltd. and one overseas namely Oberoi Mauritius Ltd. through its wholly ownedforeign subsidiary.

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

The policy on material subsidiaries can be accessed on the Company’s websitehttps://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 Companies Act 2013 inview of the loss incurred by the Company in the FY21 the Board of Directors at theirmeeting held on March 26 2021 on the recommendation of the Nomination and Remunerationcommittee approved payment of minimum remuneration to Mr. Prithvi Raj Singh OberoiExecutive Chairman (DIN:00051894) Mr. Shib Sanker Mukherji Executive Vice Chairman (DIN:00103770) Mr. Vikramjit Singh Oberoi Managing Director and Chief Executive Officer (DIN:00052014) and Mr. Arjun Singh Oberoi Managing Director- Development (DIN: 00052106) forthe FY21 subject to the approval of the shareholders.

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

(Rs. in million)

Name of the Director Directors’ Remuneration Median Employees Remuneration Ratio
1. Mr. Prithvi Raj Singh Oberoi Executive Chairman 2.90 0.45 6:1
2. Mr. Shib Sanker Mukherji Executive Vice Chairman 1.70 0.45 4:1
3. Mr. Vikramjit Singh Oberoi Managing Director & CEO 7.23 0.45 16:1
4. Mr. Arjun Singh Oberoi Managing Director-Development 4.21 0.45 9:1

Directors’ remuneration includes retirement benefits wherever applicable c) Thepercentage increase in remuneration of each Executive Director Chief Executive OfficerChief Financial Officer Company Secretary or Manager if any in the Financial Year:

( Rs. in million)

Name Total Remuneration 2020-21 Total Remuneration 2019-20 Percentage Increase/ Decrease
1. Mr. Prithvi Raj Singh Oberoi 2.90 28.25 (89.73)
2. Mr. Shib Sanker Mukherji 1.70 29.40 (94.22)
3. Mr. Vikramjit Singh Oberoi 7.23 33.49 (78.41)
4. Mr. Arjun Singh Oberoi 4.21 30.72 (86.30)
5. Chief Financial Officer 14.44 14.92 (3.22)
6. Company Secretary 7.01 8.25 (15.03)

Total remuneration includes retirement benefits wherever applicable d) The percentageincrease in the median remuneration of employees in the Financial Year is 4.97%.

e) The number of permanent employees on the rolls of the Company at the end of theFinancial Year are 3204.

f) The average percentage increase already made in the salaries of employees of theCompany other than the managerial personnel in the last Financial Year was Nil. Theaverage percentage increase in the managerial remuneration was Nil.

It is hereby affirmed that the remuneration of the Executive Directors and KeyManagerial Personnel are as per the Remuneration Policy of the Company.

Internal Financial Controls and Risk Management Systems

Compliance of the Internal Financial Controls and Risk Management Systems are given inthe Management Discussion & Analysis report.

Board Evaluation

In accordance with the provisions of the Act and Regulation 17(10) of the Listingregulations the Company has a Board evaluation policy for evaluation of Chairpersonindividual directors Board Committees and the Board. 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 FY21. Based on theresponses received the Board as a whole the Committees the Chairperson and individualDirectors were separately evaluated in the meeting of the Independent Directors and at themeeting 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 March26 2021 without the attendance of Non-Independent Directors and members of management. Atthe 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 Independent directors alsodiscussed various matters including the effect of Covid-19 performance of the companyboard processes on issues like capex approval and development of future management of thecompany.

The entire Board excluding the Director being evaluated evaluated the performance ofeach Independent Director.

The Directors have expressed their satisfaction with the evaluation process conductedby the independent external agency.

Based on the findings from the evaluation process the Board will continue to reviewits procedures processes and effectiveness of Board’s functioning individualDirectors effectiveness and contribution to the Board’s functioning in the FY22 witha view to practice the highest standards of Corporate Governance.

Cost Records

The Company is not required to maintain cost records in accordance with Section 148 ofthe Act read with Rule 3 of the Companies (Cost Record and Audit) Rules 2014 as theservices of 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 orders passed byregulators courts or tribunals impacting the going concern status and the Company’soperation in future.

Prevention of Sexual Harassment at the 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 ("POSH Act") and rules made thereunder the Company hasconstituted an Internal Compliant Committee (ICC) in all its hotels Oberoi FlightServices (OFS) Oberoi Airport Services (OAS) Printing Press and its Corporate Office.

During the year no complaints were received by the ICC from the Company’s hotelsflight and airport service units printing press and the corporate office. The Company hasfiled necessary returns as required to be filed under the POSH 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 partof this report:

i) List of top ten employees of the Company in terms of remuneration; ii) List ofemployees who received remuneration for the year which in the aggregate was not less thanRs. 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 Rs. 0.85 million permonth.

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

Arjun Singh Oberoi Vikramjit Singh Oberoi
Managing DIrector - Development Managing Director and
Chief Executive Officer

Delhi

Dated May 07 2021

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