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Indian Hotels Co Ltd.

BSE: 500850 Sector: Services
NSE: INDHOTEL ISIN Code: INE053A01029
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OPEN 135.00
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VOLUME 198257
52-Week high 164.10
52-Week low 110.00
P/E 48.80
Mkt Cap.(Rs cr) 15,960
Buy Price 134.20
Buy Qty 850.00
Sell Price 134.20
Sell Qty 150.00
OPEN 135.00
CLOSE 130.25
VOLUME 198257
52-Week high 164.10
52-Week low 110.00
P/E 48.80
Mkt Cap.(Rs cr) 15,960
Buy Price 134.20
Buy Qty 850.00
Sell Price 134.20
Sell Qty 150.00

Indian Hotels Co Ltd. (INDHOTEL) - Director Report

Company director report

To the Members

The Directors have pleasure in presenting the 118th AnnualReport on the performance of your Company together with its Audited Financial Statementsfor the Financial Year 2018-19:

FINANCIAL RESULTS

Standalone

Consolidated

Particulars ^ 2018-19 2017-18 2018-19 2017-18
Total Income 2870.91 2639.34 4595.38 4165.28
Profit before Depreciation Finance Costs Tax and Exceptional items and share of equity accounted investees 819.94 684.19 913.11 732.08
Less: Finance Costs 158.64 193.43 190.13 269.04
Less: Depreciation 169.10 151.34 327.85 301.20
Profit before Tax & Exceptional Items and share of equity accounted investees 492.20 339.42 395.13 161.84
Add/(Less): Exceptional Items (74.66) (55.19) 6.58 22.45
Profit before Tax 417.54 284.23 401.71 184.29
Less: Provision for Tax 153.84 136.46 157.12 121.06
Profit after Tax before Non- Controlling interest and share of equity accounted investees 263.70 147.77 244.59 63.23
Add: Share of Profit of Associates and Joint Ventures net of tax NA NA 51.53 40.29
Less: Non- Controlling Interest NA NA 9.30 2.65
Profits after Tax attributable to Owners of the Company 263.70 147.77 286.82 100.87
Retained earnings: Balance brought forward 411.84 268.71 (56.86) (193.63)
Other Comprehensive Income attributable to Owners of the Company (6.53) (5.80) (6.56) (7.11)
Transfer from Reserve Fund - 42.42 - 42.42
Realised gain on Equity Shares through Other Comprehensive Income - 0.41 - 42.84
Adjustment on account of Joint Venture NA NA (2.48) -
Amount Available for Appropriation 669.01 453.51 220.92 (14.61)
Appropriations:
Dividend on equity shares (excluding tax) 47.57 34.62 47.57 34.62
Tax on dividends 5.74 7.05 7.42 7.63
Transfer to Debenture Redemption Reserve 11.93 - 11.93 -
Total Appropriations 65.24 41.67 66.92 42.25
Retained Earnings: Balance carried forward 603.77 411.84 154.00 (56.86)

FINANCIAL HIGHLIGHTS - STANDALONE

IHCLRs.s operational inventory stands at 149 hotels with 17888 rooms.During Financial Year 2018-19 three Taj properties in Udaipur Shimla and Uttarakhand andtwo Vivanta properties in Katra and Kathmandu were opened. Additionally your Companyre-opened the Taj Connemara Chennai and successfully retained the iconic Taj Mahal HotelMansingh Road Delhi through a bidding process. Your Company also launched IHCLRs.scorporate brand identity SeleQtions and Ama Trails & Stays brands. The Group'sportfolio includes 46 hotels under the Ginger brand which has an aggregate inventory of4021 rooms. Your Company continues to pursue expansion both in the domestic andinternational market and unlocking value by monetizing its assets to achieve sustainableand profitable growth.

Income

The Total Income for the year ended March 31 2019 at Rs. 2870.91crores represents a growth of 9% over Financial Year 2017-18. Within the overall revenueRoom Revenue increased by 6% driven by improved average rate per room and occupancies.Food and Beverage Revenues increased by 11% over Financial Year 2017-18 aided by growthin restaurant sales and banqueting income. Other Operating Income Management andOperating Fees also increased by 6% as compared to Financial Year 2017-18.

Dividend Income was higher by Rs.19.02 crores supplemented by gain frominvestment in mutual funds of Rs.11.32 crores and profit on disposal of non-core assets ofRs.13.70 crores. However interest income was lower than the Financial Year 2017-18 byRs.11.01 crores due to further deployment of temporary surplus from the rights issueproceeds.

Depreciation and Finance Costs

Depreciation at Rs.169.10 crores was higher than Financial Year 2017-18mainly due to depreciation on capitalisation arising from renovations at hotels and newhotel openings. Finance costs for the year ended March 31 2019 at Rs.158.64 crores waslower than Financial Year 2017-18 cost of Rs.193.43 crores mainly due to repayment of debtout of rights issue proceeds.

Profit before Tax and Exceptional Items

Profit before Tax and Exceptional Items stood at Rs.492.20 croreswhich represents an increase of 45% as compared to the Financial Year 2017-18 .

Exceptional Items

Exceptional Items include exchange loss on change in Fair value ofCross currency swap derivative contracts Rs.41.03 crores and a provision for impairmentdue to losses

in an overseas subsidiary of Rs.31.71 crores. Corresponding figures forFinancial Year 2017-18 were a gain of Rs.25.51 crores and impairment of Rs.80.50 crores.

Borrowings

The total borrowings stood at Rs.1784.05 crores as on March 31 2019as against Rs.1783.88 crores as on March 31 2018.

Profit before and after tax

The Profit before Tax for the Financial Year 2018-19 was at Rs.417.54crores as compared to Rs.284.23 crores for Financial Year 2017-18. The Profit after Taxfor the year under review was at Rs.263.70 crores as compared to Rs.147.77 crores forFinancial Year 2017-18 .

FINANCIAL HIGHLIGHTS - CONSOLIDATED

The consolidated income of your Company for the year ended March 312019 aggregated Rs.4595.38 crores as against Rs.4165.28 crores for Financial Year2017-18. Revenue from operations increased by 10% from Rs.4103.55 crores to Rs.4512.00crores primarily driven by improved business performance in the domestic as well asinternational portfolio.

Profit before Tax and Exceptional Items and share of profits of equityaccounted investees stood at Rs.395.13 crores as compared to Rs.161.84 crores in FinancialYear 2017-18.

Profit after Tax attributable to Owners of the Company aggregated toRs.286.82 crores for the year significantly improved when compared to previous yearRs.sfigure of Rs.100.87 crores. The improvement was on account of improved business marginsand lower finance costs.

APPROPRIATIONS

Dividend

Board of Directors recommend a dividend at the rate of 50% i.e. Rs.0.50per share (Previous Year Rs.0.40 per share). The dividend on Equity Shares if approved bythe Members would involve a cash payout of Rs.71.69 crores including dividenddistribution tax of Rs.12.22 crores.

Pursuant to Regulation 43A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (Rs.Listing RegulationsRs.) the Company hasadopted the Dividend Distribution Policy which is attached as Annexure-I. Payment ofDividend is as per the said Policy.

Debentures

During Financial Year 2018-19 neither the Company raised any debt byway of Debentures nor were any debentures redeemed.

Capital Expenditure

During Financial Year 2018-19 your Company incurred Rs.246.88 crorestowards capital expenditure a majority of which was towards the Taj Exotica Resort &Spa Andaman and Taj Connemara Chennai projects as well as renovations at certainhotels.

Fixed Deposits

Your Company does not accept and/or renew Fixed Deposits from thegeneral public and shareholders. There were no over dues on account of principal orinterest on public deposits other than the unclaimed deposits at the end of Financial Year2018-19 which is Rs.0.39 crore (Previous year Rs.0.69 crore).

Loans Guarantees or Investments

Your Company falls within the scope of the definition"infrastructure company" as provided by the Companies Act 2013 (Rs.ActRs.).Accordingly the Company is exempt from the provisions of Section 186 of the Act withregards to Loans Guarantees and Investments.

Transfer to reserves

An amount of Rs.11.93 crores has been transferred from RetainedEarnings to Debenture Redemption Reserve in order to allocate sufficient funds towardsfuture redemption of debentures. Further the Board has decided to retain the entire amountof profits for Financial Year 2018-19 in the profit and loss account.

CORPORATE SOCIAL RESPONSIBILITIES ('CSR'.)

The brief outline of the CSR policy of the Company and the initiativesundertaken by the Company on CSR activities during the year under review are set out inAnnexure II of this Report in the format prescribed under the Companies (Corporate SocialResponsibility Policy) Rules 2014. The CSR policy is also available on the website ofyour Company at https://www.ihcltata.com/investors/. For other details regarding the CSRCommittee please refer to the Corporate Governance Report which is a part of the AnnualReport.

INTERNAL FINANCIAL CONTROL SYSTEM AND ADEQUACY

According to Section 134(5)(e) of the Act the term Internal FinancialControl (Rs.IFCRs.) means the policies and procedures adopted by the Company for ensuringthe orderly and efficient conduct of its business including adherence to Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

The Company's internal control systems are commensurate with its sizeand the nature of its operations. The Company has a strong and independent in-houseInternal Audit (Rs.IARs.) department. The Audit Committee also deliberates with themembers of the management considers the systems as laid down and meets the internalauditors and statutory auditors to ascertain their views on the internal financial controlsystems. Further details are provided in the Management Discussion and Analysis Reportwhich forms a part of the Annual Report.

VIGIL MECHANISM

Your Company's Vigil Mechanism provides a formal mechanism to theDirectors and Employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of Directors and Employees whoavail of the mechanism and also have provided them direct access to the Chairman of theAudit Committee. It is affirmed that no personnel of the Company has been denied access tothe Audit Committee.

The Company has revised the Whistle-Blower policy to insert"reporting of incidents of leak or suspected leak of Unpublished Price SensitiveInformation (UPSI)" in terms of Securities and Exchange Board of India (Prohibitionof Insider Trading) Regulations 2015 as amended from time to time and the revised policywas approved by the Audit Committee and the Board. The said policy is available on theCompany's website at https://www.ihcltata.com/investors/.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in FormNo. MGT-9 as per Sections 92(3) and 134(3) of the Act read with the Rules framedthereunder are given as Annexure III which forms part of this Report. The Annual Returnfor Financial Year 2017-18 is also available on the Company's website at www.ihcltata.com

AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committeenumber of meetings etc. are included in the Corporate Governance Report which forms partof the Annual Report.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the Listing Regulationsyour Company has formulated a policy on dealing with Related Party Transactions(Rs.RPTsRs.) which inter alia provides for the parameters to grant omnibusapproval(s) by the Audit Committee. The Policy is available on the Company's website athttps://www.ihcltata.com/investors/.

The Policy intends to ensure that proper reporting approval anddisclosure processes are in place for all transactions between the Company and RelatedParties. A statement on RPTRs.s specifying the details of the transactions pursuant toeach omnibus approval granted has been placed on a quarterly basis for review by theAudit Committee.

All contracts/arrangements/transactions entered by the Company duringthe year under review with related parties were on an armRs.s length basis in theordinary course of business and were in compliance with the applicable provisions of theAct.

Further in Financial Year 2018-19 there were no material transactionsof the Company with any of its related parties.

Accordingly the Company has not provided Form No. AOC-2.

RISK MANAGEMENT

The Risk Management Committee (Rs.RMCRs.) is entrusted with theresponsibility to frame implement and monitor the Risk Management plan and also ensureits effectiveness. The Company has a Risk Management Policy in accordance with theprovisions of the Act and the Listing Regulations. The Audit Committee has an oversight inthe area of financial risk and controls. Other details including details pertaining tovarious risks faced by your Company and also development and implementation of riskmanagement policy are provided in the Management Discussion and Analysis Report whichforms part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

Your Company announces its consolidated financial statements on aquarterly basis. As required under the Listing Regulations consolidated financialstatements of the Company and its Subsidiaries prepared in accordance with the AccountingStandards duly audited by the Statutory Auditors form a part of the Annual Report andare reflected in the consolidated financial statements of the Company.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has 21 Subsidiaries 8 Joint Ventures and 6 Associates ason March 31 2019.

During Financial Year 2018-19 there has been no change in theCompany's subsidiary / associates / joint ventures.

The Company has adopted a Policy for determining Material Subsidiariesin line with Regulation 16 of the SEBI Listing Regulations. The Policy as approved by theBoard is uploaded on the Company's website which can be accessed athttps://www.ihcltata.com/investors/.

Pursuant to the provisions of Section 129(3) of the Act and the Rulesframed thereunder a statement containing the salient features of the financial statementsof the subsidiaries is attached to the Financial Statements in Form No. AOC-1 which formspart of this Report.

Pursuant to the provisions of Section 136 of the Act the Company willmake available the said financial statements and related detailed information of theSubsidiary Companies upon the request by any Member of the Company or its Subsidiary. TheFinancial Statements of the Company and its subsidiaries will also be kept open forinspection by any Member at the Registered Office of the Company and the SubsidiaryCompanies on all working days (i.e. Monday to Friday) during the business hours and alsoat the venue of the AGM till the time the meeting is in process. The separate auditedaccounts in respect of subsidiaries are also available on the website of your Company athttps://www.ihcltata.com/investors/.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (Rs.KMPRs.)

Appointments

The Company has on the recommendations of the Nomination andRemuneration Committee (Rs.NRCRs.) and in accordance with the provisions of the Act andthe Listing Regulations appointed Mr. Mehernosh Kapadia who retired as an ExecutiveDirector of the Company on May 23 2018 and Mr. Venu Srinivasan as Additional Directors ofthe Company with effect from August 10 2018 subject to approval of the Members at theAnnual General Meeting (Rs.AGMRs.). They shall hold office as Additional Directors uptothe date of the forthcoming AGM. Pursuant to Section 152 and other applicable provisionsof the Act and the Articles of Association of your Company one-third of the Directors(other than Independent Directors) as are liable to retire by rotation shall retire everyyear and if eligible offer themselves for re-appointment at every AGM. Consequently Mr.Puneet Chhatwal retires by rotation and being eligible offers himself for re-appointmentin accordance with provisions of the Act.

The approval of the shareholders for their appointments/ re-appointmentas Directors has been sought in the Notice convening the AGM of your Company. Thedisclosures pertaining to Directors being appointed/ re-appointed as required pursuant toRegulation 36 of the Listing Regulations Clause 1.2.5 of the Secretarial Standards 2 aregiven in the explanatory statement to the Notice convening the AGM forming part of theAnnual Report.

Further during the year under review the non-executive directors ofthe Company had no pecuniary relationship or transactions with the Company other thansitting fees commission and reimbursement of expenses incurred by them for the purpose ofattending meetings of the Board/ Committee of the Company.

Independent Directors

In terms of Section 149 of the Act and Regulation 16(1) of the ListingRegulations Mr. Deepak Parekh Mr. Nadir Godrej Ms. Ireena Vittal Mr. Gautam Banerjeeand Ms. Vibha Paul Rishi are the Independent Directors of the Company as on March 312019. The Independent Directors have submitted a declaration that each of them meet thecriteria for independence as laid down under Section 149(6) of the Act read with Rulesframed thereunder and Regulation 16 of the Listing Regulations and that they are not awareof any circumstance or situation which exists or is anticipated that could impair orimpact their ability to discharge their duties with an objective independent judgment andwithout any external influence as required under Regulation 25 of Listing Regulations.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Act the KMPRs.s ofyour Company for Financial Year 2018-19 were Mr. Puneet Chhatwal Managing Director &CEO Mr. Mehernosh Kapadia Executive Director - Coporate Affairs (Retired as Non-Executive Director w.e.f. May 23 2018) Mr. Giridhar Sanjeevi Executive Vice President& CFO and Mr. Beejal Desai Senior Vice President - Legal & Company Secretary.

BOARD MEETINGS

During the year under review five Board Meetings were held and theintervening gap between the meetings did not exceed the period of one hundred and twentydays the details of which are given in the Corporate Governance Report.

BOARD EVALUATION

The annual evaluation process of the Board of Directors individualDirectors and Committees was conducted in accordance with the provisions of the Act andthe Listing Regulations.

At a separate meeting of Independent Directors performance ofNon-Independent Directors and the Board as a whole was evaluated. The IndependentDirectors in the said meeting also evaluated the quality quantity and timeliness of flowof information between the company management and the Board that is necessary for theBoard to effectively and reasonably perform their duties. Additionally the Chairman ofthe Board was also evaluated after taking into account the views of Executive Directorsand Non-Executive Directors in the aforesaid meeting.

The Board evaluated its performance after seeking inputs from all thedirectors on the basis of criteria such as the Board composition and structureeffectiveness of Board processesssssinformation and functioning etc. Further theperformance of the Committees was evaluated by the Board after seeking inputs from thecommittee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc. The above criteria are in line with the GuidanceNote on Board Evaluation issued by SEBI on January 5 2017.

The Board and the NRC reviewed the performance of individual Directorson the basis of criteria such as the contribution of the individual Director to the Boardand Committee Meeting like preparedness on the issues to be discussed meaningful andconstructive contribution and inputs in meetings etc.

In the Board meeting that followed the meeting of the IndependentDirectors and the meeting of NRC performance of the Board its Committees and individualDirectors was also discussed. Performance evaluation of Independent Directors was done bythe entire Board excluding the Independent Director being evaluated.

CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTESINDEPENDENCE OF A DIRECTOR

The NRC has formulated the criteria for determining qualificationspositive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and the Listing Regulations as stated under:

Independence: A Director will be considered as anRs.Independent DirectorRs. if he/she meets with the criteria for Rs.IndependenceRs. aslaid down in the Act and the Rules frame thereunder Listing Regulations.

Qualifications: A transparent Board nomination process is inplace that encourages diversity of thought experience knowledge perspective age andgender. It is ensured that the Board comprises a mix of members with different educationalqualifications knowledge age gender and who possesses adequate experiance in bankingand finance accounting and taxation ecomonics legal and regulatory matters consumerindustry hospitality sector and other disciplines related to the Company's business.

Positive Attributes: Apart from the duties of Directors asprescribed under the Act the Directors are expected to abide by the respective code ofconduct as applicable to them.

POLICY ON REMUNERATION OF DIRECTORS

Your Company has adopted a Remuneration Policy for the Directors KMPSenior Management and other employees pursuant to the provisions of the Act and theListing Regulations.

The key principles governing your Company's Remuneration Policy andconnected matter as provided in section 178(3) of the Act has been disclosed in theCorporate Governance Report which forms part of this Report.

It is affirmed that the remuneration paid to Directors KMP and allother employees is as per the Remuneration Policy of your Company. The Remuneration Policyfor Directors KMP and other Employees is uploaded on the website of your Company athttps://www.ihcltata.com/investors/.

PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other details as requiredto be furnished pursuant to Section 197 (12) read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended as AnnexureV to this Report.

The statement containing particulars of top 10 employees and theemployees drawing remuneration in excess of limits prescribed under Section 197 (12) ofthe Act read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in a separate Annexure forming part of theReport. In terms of proviso to Section 136(1) of the Act the Report along with Accountsare being sent to the shareholders excluding the aforesaid Annexure. The said Annexure isopen for inspection at the Registered Office of the Company. Any member interested inobtaining a copy of the same may write to the Company Secretary at the Registered Office.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There are no material changes affecting the financial position of theCompany subsequent to the close of Financial Year 2018-19 till the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review no significant material orders werepassed by the Regulators or Courts or Tribunals impacting the going concern status andyour Company's operations. However Members attention is drawn to the Statement onContingent Liabilities and Commitments in the Notes forming part of the FinancialStatement.

STATUTORY AUDIT

At the 116th AGM of the Company held on August 21 2017 B SR & Co LLP (Rs.BSRRs.) Chartered Accountants (Firm Registration No.101248W/W-100022) were appointed as the Statutory Auditors of the Company by the Membersfor a term of five consecutive years effective from August 21 2017. BSR has furnished acertificate of their eligibility and consent under Sections 139(1) and 141 of the Act andthe Rules framed thereunder for their continuance as Statutory Auditors of the Company forFinancial Year 2019-20.

The Report of the Statutory Auditors along with the Notes to Schedulesforms part of the Annual Report and contains an Unmodified Opinion without anyqualification reservation disclaimer or adverse remark.

The Statutory Auditors of the Company have not reported any fraud asspecified in Section 143(12) of the Act.

COST AUDIT

The Company is not required to maintain cost records as specified bythe Central Government under Section 148(1) of the Act.

SECRETARIAL AUDIT

Pursuant to the provisions of the Section 204 of the Act and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors had appointed M/S Neville Daroga & Associates Company Secretaries toundertake the Secretarial Audit of your Company for the Financial Year 2018-19. TheSecretarial Audit Report is annexed herewith as Annexure IV. The Report does not containany qualifications reservation or adverse remarks or disclaimers.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERALMEETINGS

During Financial Year 2018-19 the Company has complied with therelevant provisions of Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and General Meetings.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

A. Conservation of Energy: The Company has a longstandinghistory of stewardship through efficient management of all its assets and resources. TheCompany's conscious efforts are aligned with the Tata ethos of keeping communities andenvironment at the heart of doing business. In line with IHCLRs.s commitment to safeguardthe environment we have been the flagbearers of responsible tourism through eliminationof two million plastic straws accross all our properties. Our renewable energy proportionhas taken a leap of 23% from 7% in the past three years. In this rapidly transformingworld our sustainability goals will certainly evolve as our industry grow and as per theneeds arising in the society.

B. Technology Absorption: Nil

C. Foreign Exchange Earnings and Outgo:

Earnings : Rs. 732.47 crores

• Outgo : Rs. 84.31 crores

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliancesystems established and maintained by your Company work performed by the InternalStatutory and Secretarial Auditors including audit of internal financial controls overfinancial reporting by the Statutory Auditors and reviews performed by the Management andthe relevant Board Committees including the Audit Committee the Board is of the opinionthat your Company's internal financial controls were adequate and effective duringFinancial Year 2018-19.

Accordingly pursuant to Section 134(5) of the Act the Board ofDirectors to the best of their knowledge and ability confirm that:

(i) in the preparation of the annual accounts for the year ended March31 2019 the applicable accounting standards have been followed and that there are nomaterial departures;

(ii) they have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent in order togive a true and fair view of the state of affairs of your Company at the end of thefinancial year and of the profit of your Company for that period;

(iii) they have taken proper and sufficient care to the best of theirknowledge and ability for the maintenance of adequate accounting records in accordancewithin the provisions of the Act for safeguarding the assets of your Company and forpreventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts for the Financial Yearended March 31 2019 on a Rs.going concernRs. basis;

(v) they have laid down internal financial controls for the Companywhich are adequate and are operating effectively;

(vi) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and are operatingeffectively.

PREVENTION OF SEXUAL HARASSMENT

Your Company has zero tolerance for sexual harassment at its workplaceand has adopted a policy on prevention prohibition and redressal of sexual harassment atthe workplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 (Rs.POSH ActRs.) and the Rules framedthereunder for prevention and redressal of complaints of sexual harassment at workplace.

An Internal Committee (IC) has been constituted in accordance with theprovisions of the POSH Act to redress complaints received regarding sexual harassment andall the provisions regarding the constitution are complied with.

INTEGRATED REPORTING

IHCL has embarked on the journey of the Integrated Reporting frameworkprescribed by the International Integrated Reporting Council (Rs.IIRCRs.). This is thefirst year of our journey on Integrated Reporting. Through this Report we aspire toprovide to our stakeholders an all-inclusive depiction of the organisationRs.s valuecreation using both financial and non-financial resources. The Report strives to provideinsights into our key strategies operating environment the operating risks andopportunities governance structure and the Company's approach towards long-termsustainability.

ACKNOWLEDGEMENT

The Directors thank the Company's employees customers businesspartners vendors investors and lenders for their continuous support.

The Directors also thank the Government of India Government of variousstates in India Government of various countries and concerned Government departments andagencies for their co-operation.

The Directors appreciate and value the contribution made by everymember of the IHCL family.

On behalf of the Board of Directors
N. Chandrasekaran
Chairman
Mumbai April 30 2019
Registered Office:
Mandlik House Mandlik Road
Mumbai 400 001.
CIN: L74999MH1902PLC000183
Tel.: 022 66395515 Fax: 022 22027442
Email: investorrelations@tajhotels.com
Website: www.ihcltata.com