eih associated hotels ltd Directors report

The Board presents the Fortieth Annual Report together with the Audited Financial Statements and the Auditors Report for the Financial Year ended 31^st March 2023.

FINANCIAL HIGHLIGHTS

The financial highlights are set out below:

		Rupees in Million
Particulars	2022-23	2021-22
Total Revenue	3,441.37	1,977.73
Earnings Before Interest, Depreciation, Taxes and Amortisations (EBIDTA)	1,017.78	348.54
Interest and Finance Charges	3.89	3.38
Depreciation and Amortisation Expenses	165.40	156.94
Exceptional Item Profit/(Loss)	-	(4.32)
Profit/(Loss) before Tax	848.49	183.90
Tax including Deferred Tax	202.32	55.08
Profit/(Loss) after Tax	646.17	128.82
Other Comprehensive Income/(Loss), net of tax	(3.71)	7.13
Total Comprehensive Income/(Loss)	642.46	135.95
Balance brought forward	1,207.78	1,071.83
Balance carried forward in Retained Earnings	1,850.24	1,207.78

DIRECTORS RESPONSIBILITY STATEMENT

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

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

b) the Directors have selected accounting policies, applied them consistently and made judgements and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the

Company at the end of the Financial Year and of the profit of the Company for the year;

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

d) the Directors have prepared the Annual Accounts of the Company on a "going concern" basis; e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

PERFORMANCE

The annexed Management Discussion and Analysis Report forms part of this report and covers, amongst other matters, the performance of the Company during the Financial Year 2022-23 as well as the future outlook.

TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserves for the Financial Year ended 31^st March 2023.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report describing the initiatives taken by the Company from the environmental, social and governance perspective is attached and forms part of this Report.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report along with the certificate from Practicing Company Secretary is attached and forms part of this Report.

MATERIAL CHANGES, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT

There are no material changes affecting the financial position of the Company after the closure of the Financial Year 2022-23 till the date of this Report.

DIVIDEND

The Board recommends a Dividend of Rs 5 per equity share of Rs 10 each for the Financial Year 2022-23, for approval by the Shareholders at the forthcoming Annual General Meeting.

BOARD MEETINGS

The Board met seven times during the Financial Year ended 31^st March 2023 i.e. on 2^nd May 2022, 22^nd June 2022, 26^th July 2022, 1^st November 2022, 7^th December 2022, 9^th February 2023 and 13^th March 2023.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the first meeting of the Board of Directors for the

Financial Year 2023-24 held on 16^th May 2023, as required under Section 149 (7) of the Act read with the Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they meet the criteria independence required under Section 149(6) of the Act and Regulation 16 (1) (b) of the Listing Regulations. The

Board, after undertaking due assessment of the veracity of the declarations submitted by the Independent Directors under Section 149(6) of the Act read with Regulation 25 (9) of the Listing Regulations, was of the opinion that the

Independent Directors meet the criteria of independence.

Mr. Prithviraj Singh Oberoi has relinquished his position of Chairman and Director of the Company w.e.f. 2^nd May 2022 due to his deteriorating health. The Board of Directors at its meeting held on that day has accepted the resignation. The Directors express their deep appreciation and gratitude for the immense contribution made and guidance provided by Mr. Prithviraj Singh Oberoi during his tenure as member of the Board of Directors.

The Board of Directors at its meeting held on 2^nd May 2022 has appointed Mr. Shib Sanker Mukherji as the Chairman of the Company w.e.f. 2^nd May 2022.

The Board of Directors at its meeting held on 13^th March 2023 has appointed Mr. Arjun Singh Oberoi as Additional Director under the category of Non-executive Non-Independent Director, liable to retire by rotation, shareholders has approved his appointment through postal ballot.

Mr. Shib Shanker Mukherji will attain the age of 75 years and for his continuation as the Non-Executive Non-Independent Chairman on the Board of the Company requisite approval by way of special resolution was obtained from shareholders through postal ballot.

Mr. Akshay Ranjan Raheja (DIN: 00288397) will retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The

Board recommends the re-appointment of Mr. Akshay Ranjan Raheja as a Non- Executive Director on the Board.

CORPORATE SOCIAL RESPONSIBILITY

The Companys Corporate Social Responsibility (CSR) Policy formulated in accordance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 can be accessed on the Company website at the following link https://www.eihassociatedhotels. in/-/media/eihassociatedhotels/pdf/policy-and-code-of-conduct/policy-and-code-of-conduct/corporate-social-responsibility-policy/corporate-social-responsibility-policy-updated.pdf

The Report on Corporate Social Responsibility activities for the Financial Year 2022-23 including CSR Policy, composition of CSR Committee is attached in the prescribed format and forms part of this Report as

Annexure – I.

In addition to the mandatory CSR spend in accordance with the Act, during the year, the Companys Hotels have also taken the following initiatives:

Trident Jaipur celebrated Mothers day with NGO "Save our Soul" Village by organising several fun activities and arranging lunch and gifts. Hotel also supported

NGO "Manna in the Desert" by gifting tiffin boxes. Kids were invited for flag hosting on Independence Day and breakfast and lunch was served.

The Oberoi Cecil recycled and donated the left over soap bars, shampoo, shower gels and body lotions from our guest rooms to needy people.

Trident Udaipur took initiative in cleaning up the lakes in the city four times in a year. Hotel planted almost 100 saplings which adorned the area near the lake.

AUDIT COMMITTEE

The composition of the Audit Committee is as under:

Name	Category
Mr. Surin Shailesh Kapadia,	Non-executive Independent
Chairperson
Ms. Radhika Vijay Haribhakti	Non-executive Independent
Mr. Shib Sanker Mukherji	Non-executive Non-
	Independent
Mr. Anil Kumar Nehru	Non-executive Independent
Mr. Akshay Raheja	Non-executive Non-
	Independent
Mr. Sudipto Sarkar	Non-executive Independent

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

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND SENIOR MANAGEMENT PERSONNELS APPOINTMENT AND REMUNERATION

The Companys Policy on Directors Appointment and Remuneration ("Directors Appointment Policy") and Senior

Management & Key Managerial Personnel Appointment and Remuneration Policy ("Senior Management Policy") formulated in accordance with Section 178 of the Act read with the Regulation 19(4) of the Listing Regulations can be accessed on the Companys website at the following links: https://www.eihassociatedhotels.in/-/media/ eihassociatedhotels/pdf/policy-and-code-of-conduct/ policy-and-code-of-conduct/other-policies/director-appointment-remuneration-policy-2019.pdf

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

• The Policy aims to engage Directors (including Non-Executive and Independent Non-Executive Directors) who are highly skilled, competent and experienced persons within one or more fields of business, finance, accounting, law, management, sales, marketing, administration, corporate governance, technical operations or other disciplines related to the business of the Company. The Directors shall be able to positively carry out their supervisory role in the management and the general affairs of the Company;

• assessing the individual against a range of criteria including but not limited to industry experience, background, and other qualities required to operate successfully in 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 overall effectiveness on the Board and work constructively with other Directors; • the skills and experience an individual brings to the role and how these will enhance the skill sets and experience of the Board as a whole; • the nature of positions held by an individual including directorships or other relationships and the impact they may have on the Directors ability to exercise independent judgment; • the time commitment required from a Director to actively discharge his or her duties to the Company. The salient features of the "Senior Management Policy" are as under:

• The objective of this Policy is to provide a framework and set standards for the appointment, remuneration and termination of Key Managerial Personnel (KMP) and Senior Managerial Personnel who have the capacity and responsibility to lead the Company towards achieving its long term objectives, development and growth;

• Appointment & Remuneration of Key Managerial

Personnel and Senior Managerial Personnel are aligned with the interests of the Company and its Shareholders within an appropriate governance framework;

• Remuneration is structured to align with the Companys interests, taking into account the Companys strategies and risks;

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

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

• Executives performing similar complexity of jobs are paid similar compensation.

ENERGY CONSERVATION MEASURES

Focussed energy conservation efforts were maintained throughout the year. Key measures taken include installation of energy efficient equipment throughout the year. These include installation of liquid offtake system for LPG, installation of LED based lamps, replacement of steam based laundry machines with electrically heated machines, installation of heat pumps for water heating, demand based ventilation system and economiser in steam boiler. Furthermore, conservation measures in form of tight control of kitchen and laundry equipment were exercised. Major plant and machinery like elevators, chillers, boilers, ventilation equipment, etc. were operated with adaptive control in relation to occupancy and ambient weather conditions. The operation & maintenance strategy continued to be implemented to ensure that plant and machinery were operated in most efficient state.

Some of the actions planned for next year are continued replacement of conventional lamps with energy efficient LED lamps, replacement of pumps to energy efficient pumps, fuel conversion of boilers from diesel to gas, installation of variable frequency drive based chiller, conversion of steam based equipments to electrical based equipments in laundry, demand control ventilation system in kitchen and laundry, condensate recovery system, water flow optimisers, economiser for steam boilers. Additionally, operational measures and initiatives by energy conservation teams comprising of cross functional groups, close monitoring & performance evaluation of plant and machinery by conducting regular self-audits and upgrading plant room equipment.

With various energy conservation measures taken in Financial Year 2022-23, we were able to reduce our total absolute energy consumption by about 1.1 million kWh in comparison to Financial Year 2019-20. These energy savings resulted in the reduction of our carbon dioxide emissions by about 2,500 tonnes in comparison to Financial Year 2019-20.

TECHNOLOGY ABSORPTION

The Company continues to adopt and use the latest technologies to improve the efficiency and effectiveness of its business operations.

FOREIGN EXCHANGE EARNINGS & OUTGO

During the Financial Year 2022-23, the foreign exchange earnings of the Company were Rs 522.13 Million as against Rs 111.26 Million in the previous year. The expenditure in foreign exchange during the Financial Year 2022-23 was Rs 38.50 Million compared to Rs 26.42 Million in the previous year.

AUDITOR AND AUDITORS REPORT

At the 39^th Annual General Meeting of the Company held on 26^th July 2022, the Shareholders approved the re-appointment of M/s Deloitte Haskin & Sells LLP (FRN: 117366 W/W-100018) as the Statutory Auditors of the Company to hold office for another term of five consecutive years from the conclusion of the 39^th Annual General Meeting till the conclusion of the 44^th Annual General Meeting to be held in 2027.

The Report of Auditors does not contain any qualification, reservation, adverse remarks or fraud.

SECRETARIAL AUDITORS

In accordance with the provisions of Section 204 of the Act, M/s. JUS & Associates were appointed as the Secretarial Auditors of the Company for the Financial Year ended 31^st March 2023. The Secretarial Audit Report for the Financial Year 2022-23 submitted by the Secretarial Auditors does not contain any qualification, reservation or adverse remarks. The Secretarial Audit Report is annexed and forms part of this Annual Report. The certificate from the Practicing Company Secretary pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the

Listing Regulations with respect to non-disqualification of Directors of the Company is 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 the Financial Year with related parties were in the ordinary course of business and were at arms length. During the year, the Company has not entered into any contracts, arrangements or transactions with Related Parties which could be considered material in accordance with the Related Party Transaction Policy of the Company. Thus, there are no transactions which are required to be reported in Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Policy on Related Party Transactions approved by the Board can be accessed on the Companys website at the following link https://www.eihassociatedhotels. in/-/media/eihassociatedhotels/pdf/policy-and-code-of-conduct/policy-and-code-of-conduct/other-policies/ eah-rpt-policy-2.pdf

The details of Related Party Transactions are set out in Note no 43 to the Financial Statements.

ANNUAL RETURN

In accordance with Section 92(3) of the Act read with rules made thereunder, the Annual Return of the Company in Form MGT-7 has been placed on the website of the Company viz. https://www.eihassociatedhotels.in/-/ media/eihassociatedhotels/pdf/investor/annual-reports/ mgt-7-eiha-22-23-for-website.pdf

LOANS, GUARANTEES OR INVESTMENTS

During the year 2022-23, the Company has not given any loan or made any investment or provided any guarantee in terms of Section 186 of the Companies Act, 2013.

DEPOSITS

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

VIGIL MECHANISM/ WHISTLEBLOWER POLICY

The Company has a Whistle Blower Policy in place for its Directors and Employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct, "The Oberoi Dharma". The Policy provides for protected disclosures for the whistle-blower. Disclosures can be made through e-mail or letter to the Whistle Officer to the Chairperson of the Audit Committee. The Whistle Blower Policy can be accessed on the Companys website at the link https://www.eihassociatedhotels.in/-/media/ eihassociatedhotels/pdf/policy-and-code-of-conduct/ policy-and-code-of-conduct/other-policies/whistle-blower-policy-2019.pdf

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company has no subsidiaries, associates or joint ventures.

DIRECTORS / KEY MANAGERIAL PERSONNELS ("KMP") REMUNERATION

All the Directors of the Company are Non-Executive Directors, except Mr. Vikramjit Singh Oberoi, who is the Managing Director. Mr. Vikramjit Singh Oberoi does not draw any remuneration from the Company:

a) The percentage increase in remuneration of CFO and CS, in the Financial Year are as under:

Sl Name No	Total Remu- neration 2023-23	Total Remu- neration 2021-22	Percentage Increase/ (Decrease)
	(Rs Million)	(Rs Million)
1 Chief Financial Officer	9.27	7.37	25.78
2 Company Secretary	3.09	2.86	-

b) the percentage increase in the median remuneration of the employees in the Financial Year is -6.68%;

c) the number of permanent employees on the rolls of the Company at the end of the Financial Year are 1,023;

d) the average percentile increase in remuneration of the employees in the Financial Year 2022-23 was 8.7%;

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND RISK MANAGEMENT SYSTEMS

Compliances of Internal Financial Controls and Risk Management Systems are given in the Management Discussion & Analysis Report.

BOARD EVALUATION

The Company has a Board Evaluation Policy for evaluation of the Chairperson, individual Directors, Committees and the Board. An independent external agency was engaged by the Company for the Board Evaluation for the Financial Year 2022-23. The external agency has interacted with the Board Members covering various aspects of the Boards functioning, Board culture, performance of specific duties by Directors and contribution to the Board proceedings.

The process of review of Non-Independent Directors, the Chairperson, the Board as a whole and also its Committees were undertaken in a separate meeting of Independent Directors held on 13^th March 2023 without the attendance of Non-Independent Directors and members of the management. The Independent Directors also assessed the quality, quantity and timeliness of information required for the Board to perform its duties properly.

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

Based on the findings from the evaluation process,

Board will continue to review its procedures, processes and effectiveness of Boards functioning, individual Directors effectiveness and contribution to the Boards functioning in the Financial Year 2023-24 with a 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 of the Act read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 as the services of the Company are not covered under these rules.

SIGNIFICANT AND MATERIAL ORDERS, IF ANY

During the Financial Year, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operation in future.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has a policy for prevention of sexual harassment of women employees at the workplace. In accordance with the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and rules made thereunder, the Company has constituted an Internal Complaint Committee (ICC) in all its hotels.

Details of Complaints are provided in the Corporate Governance Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the

Companies Act, 2013 read with sub-rule(2) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided to members on request.

CAUTIONARY STATEMENT

Risks, uncertainties or future actions could differ materially from those expressed in the Directors Report and the Management Discussion and Analysis. These statements are relevant on the date of this report. We have no obligation to update or revise these statements, 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 commitment, dedication and co-operation.

		For and on behalf of the Board
	Arjun Singh Oberoi	Vikramjit Singh Oberoi
Date: 16th May 2023	Director	Managing Director
Place: New Delhi	DIN:00052106	DIN:00052014