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India Tourism Development Corporation Ltd.

BSE: 532189 Sector: Services
NSE: ITDC ISIN Code: INE353K01014
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OPEN 388.25
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VOLUME 7913
52-Week high 463.90
52-Week low 248.85
P/E 686.32
Mkt Cap.(Rs cr) 3,355
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

India Tourism Development Corporation Ltd. (ITDC) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 55th Annual Report together with theaudited accounts of the Corporation for the year ended 31st March 2020.

Your Corporation has achieved a total turnover of Rs. 359.11 crore during the financialyear 2019-20 as against Rs.379.97 crore in the previous year 2018-19. During the financialyear 2019-20 the Corporation has recorded a Total Comprehensive Income (TCI) of Rs.14.82crore as against TCI of Rs.41.35 crore in previous year 2018-19.

Performance of Corporation took a hit in the last quarter of financial year duecancellation of various events rooms bookings banquet functions etc. in the month ofFebruary and March due to onset of COVID-19 crisis. All the operations came to standstillsubsequent to announcement of total lockdown with effect from 23.03.2020.

Taking performance of last quarter of F.Y. 2018-19 as reference Corporation isestimated to have lost turnover to the tune of Rs.8.41 crore approximately and profitafter tax to the tune of Rs.7 crore approximately during 2019-20 due to cancellation ofevents room bookings etc.

(Based on corresponding last quarter published Financial Results 2019-2020 and2018-2019).

Performance Highlights

The highlights of the financial results of the Corporation (Standalone) are givenbelow:

(Rs in crore)
Particulars Audited Audited
2019-20 2018-19
Revenue from Continuing
Operations 336.27 348.02
Revenue from
Discontinuing Operations 1.51 9.84
Other Income (Continuing
Operations) 21.22 21.72
Other Income
(Discontinuing Operations) 0.11 0.39
Turnover 359.11 379.97
Operating Expenses 310.62 321.09
Operating Profit/Loss 25.65 26.93
Profit / Loss before
Depreciation Finance
Cost Exceptional Items 46.87 48.65
Depreciation 7.20 6.90
Finance Cost 0.92 0.53
Profit / Loss before
Exceptional Items 38.75 41.22
Exceptional Items 3.93 22.05
Profit / Loss before Tax 42.68 63.27
Provision for Income Tax 13.19 13.91
Deferred Tax 5.29 5.16
Provision for Income Tax for earlier years written back (1.92) (1.21)
Profit/Loss from continuing operations after tax 26.12 45.41
Net Profit /(Loss) from Discontinuing Operation (5.11) (7.94)
Tax expense of Discontinuing operation (1.47) (2.10)
Net Profit / (Loss) from
Discontinuing Operation after tax (3.64) (5.84)
Net Profit / (Loss) for the period 22.48 39.57
Other Comprehensive Income -
(i) Items that will not be reclassified to Profit or Loss (10.80) 2.73
(ii) Income tax relating to items that will not be Reclassified to Profit or Loss 3.14 (0.95)
Other Comprehensive Income for the Period (i+ ii) (7.66) 1.78
Total Comprehensive Income for the Period 14.82 41.35

Operating Ratio

The Operating Ratio has increased to

92.37% from 92.26% in the previous financial year.

Division wise Financial Performance

The Division wise financial performance of the Corporation is summarized as under :

(i) Hotels Division has achieved turnover of

Rs 247.02 crore during the year as against

Rs 251.65 crore in the previous year and earned the profit before tax (PBT) of

Rs 41.43 crore as against the PBT of Rs 32.54 crore in the previous year.

ii) The turnover of A.I.T. Division was

Rs 16.47 crore against Rs 18.47 crore in the previous year. During the year

2019-20 14 duty free shops were in operation at seaports i.e. Goa Haldia KolkataChennai Mangalore Vishakhapatnam Mumbai Paradip Kakinada Cochin KrishnapatnamTuticorin Kamarajar and Jawaharlal

Nehru Port Trust. The AIT division has earned Profit before Tax (PBT) of Rs 1.42 croreas compared to PBT of Rs 3.26 crore in the previous year.

iii) The turnover of ATT Division has decreased to Rs 27.26 crore during 2019-20 asagainst Rs 34.25 crore in the previous year 2018-19. The ATT Division has incurred a lossof Rs 1.08 crore as against the loss of Rs 0.07 crore in the previous year.

iv) The turnover of the Ashok Events Division decreased to Rs 38.36 crore during2019-20 as against Rs 43.41 crore during previous year 2018-19 and has earned a Profitbefore Tax (PBT) of Rs 4.13 crore as against PBT of Rs 4.51 crore in the previous year. v)The Engineering Division including SEL Projects achieved a turnover of Rs 5.17 croreduring the year 2019-20 (previous year Rs 5.73 crore) with net loss of Rs 0.33 crore asagainst net loss of Rs 4.14 crore in the previous financial year.

vi) The Ashok Institute of Hospitality and Tourism Management (AIH&TM) achievedturnover of Rs 4.29 crore during 2019-20 as against a turnover of Rs 4.86 crore in theprevious year 2018-19 and earned a profit before tax of Rs 0.27 crore against profitbefore tax of Rs 0.56 crore in previous year

2018-19.

vii) The Corporate HQ being the administrative office has earned an income of Rs 20.54crore (previous year Rs 21.60 crore) mainly constituting income from interest on shortterm deposits with banks from the surplus funds available with it.

Note : Division-wise Turnover and Profitcomprises of Turnover and Profit of bothContinuing as well as Discontinued Operations.

Capital Structure

There is no change in authorized and paid-up share capital of the Corporation. TheAuthorized Share Capital of the Corporation is Rs 150 crore and the paid-up Share Capitalis Rs 85.77 crore as on 31st March 2020.

Compliance of Clause 38 of SEBI (LODR) Regulations:

ITDC is a Central Public Sector Enterprise (CPSE). Process of dilution of Governmentequity in CPSEs is undertaken by Department of Investment and Public Assets Management(DIPAM). DIPAM has already appointed SBI

Capital Ltd. and IDBI Capital Ltd. jointly as the Merchant Banker and M/s CyrilAmarchand

Mangaldas as the legal advisor for dilution of equity of Government of India in ITDC.ITDC is following with the Ministry of Tourism to pursue the matter with DIPAM forcompliance of Minimum Public Shareholding norms in ITDC.

Dividend

Due to severe impact of COVID-19 on

Hospitality and Travel Industry and uncertainty with respect to revival ITDC is facinga financial crunch as operations of various verticals are yet to commence. Hence ITDCBoard has not recommended any dividend for the financial year 2019-20.

Corporation's Dividend Distribution Policy is available at the website linkhttps://itdc. co.in/wp-content/uploads/2019/07/ITDC-

Dividend-Distribution-Policy.pdf

Transfer to Reserve

No amount has been transferred to the General Reserses.

Rating of ITDC vis-a-vis MoU targets

Performance of the Company for the year

2018-19 has been notified as ‘VERY GOOD' with

Composite Score 80.84 by Department of Public

Enterprises (DPE) in terms of the MoU signed with the Government of India.

Management Discussion and Analysis

The report on the Management Discussion and Analysis is placed at Annexure-I.

Procurement from MSEs

During the financial year 2019-20 the Corporation has procured 44.40% of totalprocurement of goods and services from Micro and Small Enterprises (MSMEs) against theprescribed target of 25% as per the then procurement policy of Govt. of India. Theprocurement from MSEs (including women and SC/ST MSE) during 2019-20 was Rs 46.4266 croreWomen entrepreneurs was Rs 1.4109 crore and SC/ST entrepreneurs was Rs.0.0013 crore.

Further all tenders contained a clause for exemption of tender fee and EMD for MSE's.

Tender also contained the clause for due preference to MSEs as per GoI guidelines.

Implementation of Official Language Policy

During the year 2019-20 the Company continued its efforts to give impetus to the useof Hindi in official work through motivation training. Cash prizes were granted toemployees on doing prescribed quantum of work in Hindi during the calendar year. A newhalf yearly competition based Scheme related to doing official work in Hindi on computersthrough Unicode has also been initiated. Hindi workshops were organized to providepractical training of noting-drafting and other works in Hindi. Various Hindi competitionswere also organized during Hindi Parv (Fortnight) celebrations for giving impetus to theuse of official language in to day work. A cultural program and Hindi Kavi

Gosthi were organized at Hotel The Ashok on 20th September 2019 to celebrate"Hindi Parv" which included performances by prominent Hindi poets as well asvarious performances like Bharatanatyam mono-acting songs drama etc. by ITDC's ownemployees as well as their children besides Rajbhasha Prize Distribution Function toencourage Official Language in the

Corporation.

Conservation of Energy & Technology Absorption

Commitment towards energy conservation remains in the units at various stages ofoperations. Commercial considerations energy conservation policies and practices play avital role in the endeavors made in this direction.

Since your Company's operations do not involve technology absorption the particularsas per Rule 8(3)(B) of the Companies (Accounts)

Rules 2014 regarding technology absorption are not applicable.

Foreign Exchange Earnings & Outgo

The Direct Foreign Exchange Earnings during the year 2019-20 has decreased to Rs 16.11crore as against Rs 18.65 crore in the previous financial year.

Subsidiary Companies

As on 31.03.2020 the Corporation has four subsidiary companies viz.

(i) Pondicherry Ashok Hotel Corporation Ltd

(ii) Ranchi Ashok Bihar Hotel Corporation Limited.

(iii) Utkal Ashok Hotel Corporation Ltd

(iv) Punjab Ashok Hotel Company Ltd.

The Hotel Units were set up under the aforesaid subsidiary companies at Puducherry

Ranchi and Puri respectively.

The Hotel project at Anandpur Sahib is incomplete. The operation of Hotel unit at Puriis closed since March 2004 and the Hotel has been planned to be leased out. However thematter is subjudice as the successful bidder has approached the Court after his LoI wascancelled due to non-payment of amount as per

LoI. Regarding project at Anandpur Sahib Inter

Ministerial Group (IMG) set up by the Ministry of Tourism in its meeting held on29.11.2018 has approved the transfer of the incomplete project to the Government ofPunjab. Terms of Transfer are under finalization. Due to continuous losses the operationsof Hotel Ranchi Ashok have also been closed w.e.f. 29.03.2018. IMG in its meeting held on13.09.2018 has accorded approval for sale of equity of ITDC in the JV Company to theGovernment of Jharkhand. Hotel Pondicherry Ashok under Pondicherry Ashok Hotel CorporationLimited is also under disinvestment process. The Hotel has been decided to be leased outunder PPP mode. All the subsidiary companies are under disinvestment process the statusof disinvestment is being shown elsewhere in the report.

The Annual Accounts of all the subsidiary companies have been audited and finalized andthe Consolidated Annual Accounts have been prepared and presented in this Annual Report.

A statement containing the salient features of the subsidiary companies forms part ofthe Consolidated Annual Accounts 2019-20.

Vigil Mechanism and Whistle Blower Policy

The Corporation has a Whistle Blower Policy which is posted on the website https://itdc.co.in/wp-content/uploads/2019/07/ Whistle-Blower-Policy.pdf. Being a Central PublicSector Enterprise the Corporation has a Vigilance Department. Chief Vigilance Officerthe Head of the Vigilance Division is under the direct control of the Central Vigilance

Commission (CVC) an independent Govt.

Agency.

Board of Directors

During the year ten Board meetings were held to transact the business of the Company.

The Board presently (on date of printing of this report) comprises of six Directorsi.e. CMD Director (C&M) two Government Nominee Directors and two IndependentDirectors as under the posts of Director (Finance) and three Independent Directorsincluding one woman Independent Director are vacant :

A) Executive Directors

1. Shri Ganji Kamala Vardhana Rao

Chairman & Managing Director w.e.f. 11.11.2019

2. Shri Piyush Tiwari Director (Commercial & Marketing) from 28.05.2015

B) Non-Executive Directors

(a) Part-time Government Nominee Directors:

1. Ms. Rupinder Brar from 11.10.2019

2. Sh. Sanjay Pandey from 14.07.2020

(b) Independent Part time Directors:

1. Dr. Paragbhai M. Sheth from 30.07.2018

2. Shri K. Padmakumar from 30.07.2018

During the financial year 2019-20 following directors were appointed/ceased to beappointed:

Executive Directors

1. Mrs. Ravneet Kaur IAS ceased to be the Chairperson & Managing Director w.e.f.15.07.2019 due to her repatriation to her Parent Cadre.

The additional charge of C&MD was given to Shri Piyush Tiwari Director (C&M)w.e.f. 15.07.2019 as per MoT order dated 15.07.2019.

2. Sh. Ganji Kamala Vardhana Rao IAS (KL:90) appointed as Chairman & ManagingDirector w.e.f. 11.11.2019 vice Sh. Piyush Tiwari who has been given the additional chargeof Chairman & Managing Director w.e.f. 15.07.2019 after the relieving of Mrs. RavneetKaur CMD-ITDC on 15.07.2019.

3. Sh. Pradip K. Das who was appointed as Director (Finance) w.e.f. 25.02.2016 ceasedto be the director on 06.05.2020.

Part time Govt. Nominee Directors :

4. Dr. Dharmendra Singh Gangwar IAS who was appointed as Government Nominee Directorw.e.f. 26.10.2018 ceased to be the director on 20.05.2019.

5. Shri Rajesh Kumar Chaturvedi IAS (MP : 1987)appointed as Government NomineeDirector vide order dated 20.05.2019 w.e.f. 20.05.2019 and ceased as Director on31.05.2020.

6. Mrs. Meenakshi Sharma IA&AS who was appointed as Government Nominee Directorw.e.f. 11.07.2016 ceased to be the Director w.e.f. 30.08.2019.

7. Ms. Rupinder Brar IRS appointed as Government Nominee Director vide order dated30.08.2019 w.e.f. 11.10.2019 i.e. the date of allotment of DIN.

Part time Independent Directors

8. Shri Ajay Swarup w.e.f. 08.08.2016 and ceased on the Board on 07.08.2019

9. Shri Patel Karshanbhai Bhikhabhai w.e.f. 08.08.2016 and ceased on the Board on07.08.2019

10. Dr. Kamala Singh appointed w.e.f. 30.07.2018 but ceased to be on the Board due toher sad demise w.e.f 07.06.2019.

As per disclosure received from the Directors the Directors are not related to oneanother.

Pursuant to Article 61 of the Article of Association Shri Piyush Tiwari and Ms.Rupinder Brar retire by rotation at the ensuing Annual

General Meeting and being eligible offer themselves for re-appointment. Details ofprofile etc. as required under Regulation 36(3) of SEBI (LODR) Regulations 2015 inrespect of Directors liable to retire by rotation and seeking re-appointment have beengiven at the end of the Notice of AGM.

Training Policy and the training imparted to the Directors

The Corporation has formulated a training policy for Board Members. As per the policyITDC offers training programmes organized by SCOPE and DPE to the Board Members. Furtheron induction of non-official Directors ITDC may also arrange training on the role andresponsibilities of Directors from the professional institutes like ICAI ICSI ICMAIIIM SCOPE etc.

Familiarization programme conducted by ITDC for Non-official directors on 14.02.2019which was attended by the four Non-official directors. Details are given in the websitehttps://itdc.co.in/wp-content/uploads/2019/07/Details-of-Familiarization-Programme-attended-by-the-Independent-

Directors-during-FY-2016-17.pdf

During the financial year 2019-20 no programme/training were attended by theIndependent Directors.

Declaration by Independent Directors

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI(LODR) Regulations 2015.

Board Evaluation

The evaluation of the Board as a whole and the Independent Directors is conducted onthe basis of criteria and framework laid down by the Nomination & RemunerationCommittee of the Board. Based on the evaluation criteria laid down by the Committee theperformance evaluation of the Board is measured in six areas.

The performance evaluation of the Independent

Directors is measured also in six areas based on questionnaire designed on a scale of 1to 5.

Particulars of loans guarantee or investments

During the year under review ITDC Board approved loan of Rs 807000/- in its meetingheld on 14.11.2019 to M/s Ranchi Ashok Hotel Corporation Ltd. a Joint Venture SubsidiaryCompany of ITDC for payment of PF of staff and TDS on salary and Emergent Expenses andloan of Rs 1000000/- in its meeting held on 03.01.2020 to M/s Utkal Ashok HotelCorporation Ltd. a joint venture subsidiary of ITDC for meeting expenditure of SecurityServices Miscellaneous

Expenses and Legal Expenses at a rate of interest of 12.5% per annum.

Corporate Governance

As per the requirement of Clause C of

Schedule V to SEBI (LODR) Regulations 2015 a detailed report on Corporate Governancetogether with the following is given in Annexure-II which forms part of thisReport.

(i) CEO/CFO Certificate [as per Regulation 17(8) of SEBI (LODR) Regulations 2015]; and

(ii) Certificate [Clause E to Schedule V to SEBI (LODR) Regulations 2015] alongwiththe management reply to observations.

Directors' Responsibility Statement

Pursuant to the requirement under Section

134(5) of the Companies Act 2013 it is hereby confirmed: -

• that in the preparation of the accounts for the financial year ended 31st March2020 the applicable accounting standards have been followed read along with properexplanation relating to departures;

• that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of state of affairs of the Company at end of the financial yearand of the of the Company for the year under review;

that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

• that the Directors have prepared the accounts for the financial year ended 31stMarch 2020 on a ‘going concern' basis;

that the Directors had laid down internal the Company's Auditors financial controls tobe followed by the company and that such internal financial controls are adequate and wereoperating effectively;

• that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Internal Financial Controls

The Corporation has adequate internal controls system commensurate to its nature ofbusiness. Board has laid down adequate policies and procedures such as LicensingProcedure Purchase Procedures Engineering & Works Manual SoP for Cash & BankTransactions Delegation of Powers etc. for ensuring the orderly and efficient conduct ofbusiness.

Professional services of Chartered Accountant Firms are availed to conduct

Internal Audit of all units/verticals of ITDC. A detailed Internal Audit manual dulyapproved by the Board of Directors has been circulated to all the units.

Internal Auditors monitor and evaluate the efficacy and adequacy of the internal checkscontrol systems. Quarterly Internal Audit Reports are submitted by Internal Auditors.Corrective actions wherever required are taken by the units/verticals. Significant arereported to the Audit Committee.

Related Party Transactions

There are no materially significant related party transactions reportable under

Section 188 of the Companies Act 2013. The

Audit Committee and the Board has approved a policy on materiality of the related partytransactions which is posted on the website of the company https://itdc.co.in/wp-content/uploads/2019/03/Revised-RPT-Policy.pdf.

Disclosure as per OM of Ministry of Parliamentary

Affairs

In compliance with the OM F.No. 28(1)/2016-Leg.I dated 24.01.2018 of Ministry ofParliamentary Affairs Government of India on the recommendations made by the Committee onPapers Laid on the Table (Rajya Sabha) details related to vigilances Audit Objectionsand RTI matters etc. are required to be included in the Annual Report of the Company. Therelevant details are as under:

Vigilance Cases

Number of Vigilance cases disposed off during the financial year 2019

(Thirteen) whereas the pending Vigilance/

Disciplinary cases are 8 (Eight). The gist of the nature of such cases areirregularities in tendering of Sound and Light Show CBI case of demanding bribe forreleasing payment delay in payment to suppliers Irregularities in tickets to clientsetc.

Audit Objections observations if any

There are total outstanding 112 para pending for resolution with CAG.

RTI Matters

The Corporation is a Public Authority under clause (h) of Section 2 of Right toInformation

Act 2005. The Corporation has taken necessary steps for the implementation of theRight to

Information Act 2005. The Corporation is in compliance with the RTI Act 2005.

Report under Section 22 of The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

During 2019-20 two complaints were filed out of which one is pending at the end offinancial year.

Corporate Social Responsibility and Sustainable Development

ITDC has undertaken the following activities under CSR during 2019-20 :

1. Procurement and Provision of Advance Life

Support Ambulance to District Hospital at

Damoh in MP. (Aspirational District listed by Niti Aayog) amounting to Rs 16.47 lakhs.

are 13 2. ITDC contributed Rs 22.50 lakhs to PM Cares

Fund.

Expenditure on above activities during 2019-20 was approximately Rs 38.97 Lacs.

The Annual Report on CSR Activities and the Report on the Sustainable Development

Activities are annexed as Annexure III.

Risk Management Policy and its Implementation

ITDC Board in its meeting held on 11th May 2010 has laid down the Risk ManagementPolicy laying down a sound process for identification and mitigation of risks. Inaccordance with the policy the unit head of all strategic divisions have been nominatedas Risk Manager and a committee namely Risk Management

Compliance Committee (RMCC) presently headed by VP (Engineering) has been constitutedto oversee and ensure compliances with the risk management policy of the Corporation.

During the Financial Year 2019-20 one meeting of the Risk Management ComplianceCommittee was held on 06.11.2019.

As per clause 21 of SEBI (Listing Obligation and Disclosure Requirement) Regulation2015 a Board level Risk Management Committee has been constituted as under :

i) Shri Piyush Tiwari (Director- C&M) -

Chairman ii) Dr. Paragbhai M. Sheth - Member iii) VP (Hotels) - Member iv) VP(F&A) HOD - Member

Director (Finance) is also the member of the Committee. w.e.f. 07.05.2020 the seat ofDirector (Finance) is vacant. As and when the new Director (Finance) joins he will be themember of the Risk Management Committee.

The role and responsibilities of the Risk

Management Committee in ITDC as approved by the Board in its meeting held on 14.11.2018is as under:

To see that the Risk Management Functions are being taken as per Risk management policyapproved by the Board.

To review the Risk Management policy from time to time.

To review the action taken to mitigate the risks identified by different divisions.

During the financial year 2019-20 two meetings of the Board Level Risk ManagementCommittee were held on 16.09.2019 and 03.01.2020.

Further as suggested in the Audit Committee

Meeting held between Audit Committee Members and the Auditors on 28.03.2019 the RiskManagement Policy was got reviewed by Sh. I.P. Singh Ex-Company Secretary-BHEL and Expertin Corporate Governance. The revised policy was approved by the Audit Committee and theBoard. The revised policy was issued on 30.12.2019 and is displayed on the website of

ITDC.

Company's specific risks (Level of Risks : Likely/ Almost Certain) :

Economic Risk:

i) More Dependence on one segment of clients i.e. Government

ii) Loss of Chain/Group advantage

Industrial Risk: Low Margin in Airline Ticketing business Arrival of new andtechnologically strong players in the field of Hospitality and

Tourism.

Management & Operational Risk: Change in

Technology/upgradation.

Personnel Risk: Non-availability of adequate executives and skilled staff at keypositions.

Political Risk: Uncertainty on the continuation of ITDC due to disinvestment ofhotels/ properties of ITDC.

Legal Risk: Contractual Risk and Tax risk. Risks arising out of legal cases withVendors/ Suppliers/Licensees.

Auditors and Auditor's Report

The Comptroller & Auditor General of

India have appointed M/s Agiwal & Associates

Chartered Accountants as Statutory Auditors of the Company and also various BranchAuditors for the year 2019-20 under 134(5) of the Companies Act 2013.

Secretarial Auditor and Secretarial Audit Report

ITDC Board in its meeting held on 27th May 2020 has appointed M/s Singh A.&Associates

Company Secretaries as the Secretarial Auditors for conducting the Secretarial Audit asrequired under Section 204 of the Companies Act 2013 for a period of three years. TheSecretarial Audit Report is placed at Annexure-IV and Certificate ofNon-Disqualification of Directors given by the

Secretarial Auditor is placed at Annexure-V and management replies to the commentsand observations of the Secretarial Auditors on the report are given at Annexure VI.

Cost Records

Corporation 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 theservice of the Company are not covered under the said rules.

Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as Annexure-VII to the Board'sReport.

Significant and Material Orders

There are no significant orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operation in future.

Comments of the Comptroller and Auditor General of India The Comments of theComptroller &

Auditor General of India under Section 143(6) of the Companies Act 2013 on theAccounts

(Standalone and Consolidated) of the Company for the financial year ended 31st March2020 are set out elsewhere in the Audit Report.

As pointed out by the Comptroller & Auditor General of India in the supplementaryaudit carried out by them under Section 143(6) (a) of the Companies Act 2013 details ofother contingent liabilities not disclosed during the preparation of Financial Statementare as follows:

S.No. Party Involved Actual Contingent Liability
1 L&DO (Hotel Samrat) 40.05 crore
2 GST (Hotel Ashok) 29.19 crore

Also to state that a piece of land of Hotel Ashok New Delhi has been unauthorizedoccupied by some taxi operators. Eviction proceeding has been initiated by the Companybefore Estates

Office.

Material changes and commitments affecting the financial position of the Companybetween the end of the Financial year and the date of the Report

Status of Disinvestment of properties of ITDC and its JV Subsidiaries:

No. of hotels disinvested during 2019-20 (upto the date of Report)

S.No. Date of Disinvestment Name of Property Consideration Amount
1 Hotel handed over on 03.04.2019 Hotel Patliputra Ashok Rs 13.005 crore
2 Handing over by documents: 31.10.2017 Possession handing over: 16.05.2019 Hotel Janpath New Delhi Following actions are yet to be finalized : i) Compensation to ITDC for loss of business opportunity.
ii) Sorting out of disputed liability of Hotel Janpath New Delhi

Status of disinvestment of properties of ITDC and it's JV companies as on date is asunder:

S.No. Name of Property Current Status
1 Hotel Pondicherry Ashok Puducherry M/s CBRE South Asia Pvt. Ltd. has been appointed as Transaction Advisor (TA).
(Joint Leasing) TA has submitted the Inception Report and Draft Valuation Report.
2 Hotel Kalinga Ashok (O&M Contract) RFP floated third time on 27.03.2019. Total 5 bids have been received. IMG in its meeting held on 06.03.2020 decided to retender with revised selection criteria. TA has submitted revised selection criteria which will be presented by them to the IMG members in the next IMG meeting.
3 Hotel Ranchi Ashok Ranchi Operations of the Hotel is closed since 29.04.2018. VRS was offered twice but only 4 persons applied and were given VRS.
• IMG in its meeting on 13-09-2018 had approved the valuation of RABHCL on "as is where is basis" for the purpose of transfer of equity. Total amount to be received by ITDC from Jharkhand Govt. is Rs 8.65 crore as on 31.10.2019.
MOU for transfer of equity stake of 51% of ITDC in RABHCL to the Government of Jharkhand was signed on 24.11.2020.
4 Hotel Nilachal Ashok Puri (Joint Leasing) Matter is sub-judice in Supreme Court.
Last date of hearing was 03.03.2020 on which
Supreme Court directed parties to appear before the
Supreme Court Mediation
• Mediation proceeding as directed by the Supreme Court was finally held on 26.10.2020. Mediation proceeding failed as the proposal moved by ITDC before the mediator was not accepted by the M/s Paulmech. Matter will now be decided by the Supreme Court on merit.
5 Incomplete Project of Anandpur Sahib (Joint Leasing) In the IMG meeting held on 29.11.2018 it was decided to handover the incomplete project to the State Government.
• Proposal is pending from the State Government.
6 Hotel The Ashok New Delhi M/s Feedback Infra appointed as Transaction Advisor by DIPAM on 14.01.2020 for studying lease terms & conditions of land O & M/Sub-leasing of Hotel Ashok and utilization of vacant land in Hotel Ashok-Samrat Complex.
M/s Feedback submitted its report to DIPAM.
IMG was held by DIPAM on 20th July 2020 to discuss the feasibility report.
7 Kosi (Managed property) Operations closed on 31.10.2017. ITDC is incurring expenditure on Security etc. of the property.
• Ministry of Tourism communicated vide letter dated 26.11.2019 for exploring possibilities for making it operational.
• Appointment of Consultant is under process.

ITDC's Contribution in fight against pandemic

ITDC has remained active in a spate of upbeat activities since March 2020 to supportthe fight lockdown when the nation was still grappling with the initial stages of impactITDC hotels housed stranded tourists until they could be sent home. Starting April 12020 the kitchens of Hotel The Ashok New Delhi provided 2000 fresh and hygienicallypacked meals daily to frontline health workers at AIIMS Safdarjung and Ram Manohar LohiaHospitals as well as other needy persons through local administration for five -19 weeksserving more than 62000 meals.

Samrat Hotel was made ready to house upto 100 Government doctors who would be availableon immediate call. Hotel Kalinga against COVID-19. Even before the Ashok Bhubaneswar andHotel Samrat New Delhi offered services as quarantine facilities. Two facilities atPuducherry are being independently used for doctors and quarantine.

Guided by AIIMS doctors all health and safety protocols were put in place for thehotels.

ITDC has been closely involved with officials of the Ministry of Tourism in theformulation of Industry and sector specific guidelines/SoPs under the guidance of Ministerof State for Tourism.

Preparing to restart business amid a new perspective and a new vision ITDC iscommitted to placing health and safety on top priority while retaining traditionalhospitality.

An Advisory Board has been formed by ITDC in tie up with AIIMS to design and develophealth and safety protocols and for providing ongoing real time guidance for ITDC hotelsand offices The entire post-COVID initiative is a 360 degree amalgamation of SoPs(Standard Operating

Procedures) Hazard Analysis and Critical Control Point (HACCP) and Food Safety andStandards Authority of India (FSSAI) codes technology training medical expertise andstrict protocols.

ITDC has done a rigorous training intervention on health and safety protocols at itshotel properties.

Besides ITDC contributed Rs 22.50 lakh to PM CARES fund against CSR spent of 2019-20and Rs 15.38 lakh were contributed by ITDC Employees towards PM CARES fund during May2020.

Acknowledgement

i. The Board places on record its sincere appreciation towards all the stakeholders ofthe Company including customers/clients suppliers/vendors/service providers for thesupport and confidence reposed by them in the organization and look forward to thecontinuance of this relationship in future.

ii. The Board also gratefully acknowledges the support and guidance received fromvarious Ministries of the Government of India particularly the Ministry of Tourism inCompany's operations and developmental plans. The Board also wishes to record its deepgratitude to all the members of ITDC family whose enthusiasm dedication and co-operationput the Company on the path of progress.

For and on behalf of Board of Directors
Sd/-
Ganji Kamala Vardhana Rao
Date: 01.12.2020 Chairman & Managing Director
Place: New Delhi DIN 07075723

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