eih ltd share price Directors report

The Board presents the Seventy Third Annual Report together with the Audited Financial Statements and the Auditors Report for the Financial Year ended March 31, 2023.


The financial highlights are set out below:

(Rs in million)
Particulars Standalone Consolidated
Year 2022-23 2021-22 2022-23 2021-22
Total Income 18,358.30 9,107.58 20,964.07 10,439.48
Earnings Before Interest, Depreciation, Taxes, Amortisations and 6,255.53 298.81 6,750.01 574.16
Exceptional items (EBIDTA)
Finance Costs 291.49 337.90 355.66 348.91
Depreciation 1,152.47 1,148.47 1,261.80 1,242.96
Exceptional Items (445.76) (141.80) (690.31) 552.43
Share of Profit / (Loss) of Associate and Joint Venture Companies 196.76 (357.80)
Profit / (Loss) Before Tax from continuing operations 4,365.81 (1,329.36) 4,639.00 (823.08)
Current Tax - 21.19 91.76 152.51
Deferred Tax 1,164.12 (168.50) 1,155.58 (135.11)
Profit / (Loss) for the year from continuing operations 3,201.69 (1,182.05) 3,391.66 (840.48)
Profit / (Loss) from discontinued operations before tax (100.69) (110.10)
Profit / (Loss) from discontinued operations (100.69) (110.10)
Profit / (Loss) for the year 3,290.97 (950.58)
Other Comprehensive Income / (Loss) for the year, net of tax (102.42) 7.75 187.61 203.00
Total Comprehensive Income / (Loss) 3,099.27 (1,174.30) 3,478.58 (747.58)
Less: Share of Profit / (Loss) of Non-Controlling Interest 147.68 30.40
Total Comprehensive Income / (Loss) attributable to Group from continuing operations 3,430.64 (666.10)
Total Comprehensive Income / (Loss) attributable to Group from discontinued operations (99.74) (111.88)
Profit / (Loss) for the Year attributable to the Group 3,145.80 (974.55)
Balance Brought Forward 927.76 2,102.06 1,617.92 2,581.26
Accumulated Balance 4,027.03 927.76 4,807.14 1,617.92
Balance carried over 4,027.03 927.76 4,807.14 1,617.92


In accordance with the provisions of the Section 134 (5) of the Companies Act, 2013 (“the Act”) and, based upon representations from 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 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. These 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. These systems are adequate and are operating effectively.


The annexed Management Discussion and Analysis Report forms part of this report and covers, amongst other matters, the performance of the Company during the FY23 as well as the future outlook.


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


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


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


There are no material changes affecting the financial position of the Company after the closure of the FY23 till the date of this Report.


The Board recommends a Dividend of Rs 1.10 per equity share of Rs 2 each for the FY23, for approval by Shareholders at the forthcoming Annual General Meeting.


During the year, six Board Meetings were held on May 04, 2022, June 04, 2022, July 27, 2022, November 02, 2022, February 10, 2023 and March 14, 2023.


At the first meeting of the Board of Directors for the FY24 held on May 22, 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 of 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 relinquished his office of

Executive Chairman and Director of the Company with effect from May 03, 2022 for health reasons and the

Board of Directors at its meeting held on May 04, 2022 had accepted his resignation. The Board expresses its acknowledgement of the energetic entrepreneurship, long-term vision and wise leadership provided by Mr. Prithviraj Singh Oberoi during his several decades tenure as a Director of the Company and subsequently as the Chairman of the Board. The Board also expresses its deep appreciation and gratitude to Mr. Prithviraj Singh Oberoi for his immense contributions in elevating EIH

Limited to a global luxury hotels company that runs some of the finest hotels in the world, each with an unmatched standard of service.

Subsequently, the Board of Directors, appointed Mr. Prithviraj Singh Oberoi as Chairperson Emeritus for

Life in its meeting held on June 04, 2022.

The Board of Directors at its meeting held on May 04, 2022 appointed Mr. Arjun Singh Oberoi as the Executive Chairman of the Company w.e.f. May 04, 2022 for a period of 5 years. The Shareholders, by way of a special resolution passed through postal ballot approved the appointment of Mr. Arjun Singh Oberoi as the Executive Chairman of the Company.

The term of appointment of Mr. Shib Sanker Mukherji as Executive Vice Chairman of the Company concluded on June 26, 2022 and he resigned from the position of Director of the Company w.e.f. June 27, 2022. The Board expressed its gratitude for the immense contribution made and guidance provided by Mr. Shib Sanker Mukherji during his 5 decade long association with the Company. The Board also expressed its appreciation for Mr. Shib Sanker Mukherji valuable guidance over last 2 decades as member of the Board.

The Board of Directors re-appointed Dr. (Ms.) Chhavi Rajawat for a second term as Independent Director of the Company for a further 5 (five) consecutive years with effect from October 30, 2022.

Ms. Nita Mukesh Ambani will retire by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends re-appointment of Ms. Nita Mukesh Ambani as a Non-Executive Director on the Board.


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 can be accessed on the Companys website https://www.eihltd.com/-/media/eihltd/pdf-files/polices-and-code-of-conduct/corporate-social-responsibility-policy/eih-csr-policy-18.pdf

The Report on Corporate Social Responsibility activities for the FY23 is attached in the prescribed format as per Annexure – I and forms part of this Report.

During the year the Company was not mandatorily required to spend towards CSR initiatives due to negative average net profits in the preceding three years. However,

Companys hotels have undertaken the following initiatives: The Oberoi, Bengaluru supports Cheshire Homes India, which facilitates hearing and speech impaired children a nurturing environment along with means to achieve their goals and ultimately leading a better, brighter and fulfilling life. The Home provides educational, medical and vocational support to these children so that they reach their potentials. On the occasion of Independence Day and our Founders birth anniversary, a hotel team went to the campus of Cheshire Homes to deliver lunch boxes. The hotel also contributed to Friends in Need Society, which helps the homeless and the elderly.

The Oberoi Vanyavilas, Ranthambore contributed to Yash Foundation for orphan children. The hotel contributed to Tiger watch NGO to commemorate work done by wildlife warriors and celebrated Ranthambore being a safe heaven for Tigers. The hotel also supported campaign ‘Badlega Madhopur and took steps to beautify the district and under this initiative the walls of nearby area of Ranthambore called Kherda were painted.

The Oberoi, New Delhi supports Goonj with the team donated clothes, books, shoes and other basic necessities. The hotel also donated clothes to people in need through Natkhat Bachpan. Team members from all departments visited the children at SOS Village They engaged with the children through various learning sessions like career opportunities in hospitality, bed making sessions, table setup, cooking session along with some outdoor games. During Christmas colleagues visited Mother Teresa Home and distributed hampers and sang Christmas carols. The hotel also organised Blood Donation Camps in association with Rotary Blood Bank, Delhi.


The composition of the Audit Committee is as under:

• Mr. Rajeev Gupta – Independent Director & Chairperson

• Mr. Sudipto Sarkar – Independent Director

• Mr. Anil Kumar Nehru - Independent Director

• Mr. Sanjay Gopal Bhatnagar – Independent Director

• Mr. Arjun Singh Oberoi – Executive Chairman; and

• Mr. Shib Sanker Mukherji – Executive Vice Chairman* *member upto June 26, 2022

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


The Companys policy on Directors Appointment and Remuneration (“Director Appointment Policy”) and Senior Management 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 https://www.eihltd.com/-/media/eihltd/pdf-files/polices and-code-of-conduct/other-policies/eiih-director-appointment-remuneration-policy-revised-2019.pdf 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 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 are 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 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 the individual brings to the role and how these will enhance the skillsets and experience of the Board as a whole;

• The nature of positions held by the individual including ent air blowers, directorships or other relationships and the impact they may have on the Directors ability to exercise independent judgement;

• 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 the 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 to the interests of the Company and its Shareholders within an appropriate governance ency and effectiveness 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.


Focused energy conservation efforts were maintained throughout the year. Key measures taken include installation of energy year. These include continued replacement of conventional lamps with LED based lamps, demand based ventilation systems, energy efficient blowers, motion sensor lights in back of house, individual control valves in laundries to optimise steam use, replacement of heat exchanger tubes in boiler, condensate and waste heat recovery systems, power factor improvement systems, energy efficient pumps and energy valves in air handling units.

Furthermore, conservation measures through tight control of kitchen and laundry equipment were exercised. Major plant and machinery like elevators, chillers, boilers, ventilation equipment, etc. were operated with adaptive controls in relation to occupancy and ambient weather conditions. The operation and maintenance strategy continued to be implemented to ensure that plant and machinery were operated in the most efficient state.

Some of the actions planned for next year are continued replacement of conventional lamps with LED lamps, installation of energy efficient pumps, heat pumps, water flow optimisers, variable frequency drive based effic of chillers,energy chiller heat exchanger tubes, energy efficient fans in handling units, wet bulb based control system for cooling towers, solar water heating system and upgrading steam based laundry machines to electrically heated machines. Additionally, operational measures and initiatives by energy conservation teams comprising of cross functional groups, close monitoring and performance evaluation of plant and machinery and upgrading plant room equipment. With various energy conservation measures taken in FY23, we were able to reduce our total absolute energy consumption by about 3.4 million kWh in comparison to FY20. These energy savings resulted in the reduction of our carbon dioxide emissions by about 500 tonnes in comparison to FY20.


The Company continues to adopt and use the latest technologiestoimprovethe of its business operations.


During the FY23, the foreign exchange earnings of the Company were Rs 5,379.57 million as compared to Rs 1,231.32 million in the previous year. The expenditure in foreign exchange during the Financial Year was Rs 406.02 million as compared to Rs 62.96 million in the previous year.


At the 72nd Annual General Meeting of the Company held on July 28, 2022 the shareholders approved the reappointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (FRN 117366W/W-100018) as the Statutory Auditors of the Company to hold office for five consecutive equipment years from the conclusion of the 72nd Annual General Meeting till the conclusion of the 77th Annual General Meeting to be held in 2027.

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


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 March 31, 2023. The Secretarial Audit Report for the Financial Year 2022-23 submitted by the Secretarial Auditor does not contain any qualification, reservation or adverse remarks. The Secretarial Audit Report is annexed and forms part of this 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.


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


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 contract, arrangement or transaction with Related Parties that 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 https://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. 45 and 43 to the Standalone and Consolidated Financial Statements, respectively.


In accordance with Section 92(3) of the Companies Act, 2013 read with rules made thereunder, the Annual Return of the Company in Form MGT-7 has been placed on the website of the Company https://www.eihltd.com/-/media/eihltd/pdf-files/annual reports/annual-report-2022-2023/mgt-7-eih-22-23-for-website.pdf.


Particulars of loans given, investment made, guarantees given, if any and the purpose for which the loan, guarantee and investment will be utilised are provided in the Standalone Financial Statements in Note nos. 8, 13 & 46(b).


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


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 or to the Chairperson the Audit Committee. The Whistle-Blower Policy can be accessed on the Companys website

72 https://www.eihltd.com/-/media/eihltd/pdf-files/ police s - and - code - of- conduc t /ot her- policie s / whistleblowerpolicyeih139final.pdf


Subsidiaries / Joint Ventures

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

The Companys overseas subsidiaries are EIH International Ltd., BVI, EIH Holdings Ltd., BVI, PT Widja Putra Karya,

Indonesia, PT Waka Oberoi Indonesia, Indonesia and PT Astina Graha Ubud, Indonesia.

In accordance with Regulation 16 read with the Regulation 24 of the Listing Regulations, the following unlisted subsidiary of the Company was identified as “material subsidiary” for the Financial Year 2023-24 (based on Income/Net worth in the preceding accounting year 2022-23):

S. Name of the subsidiary No. Action required / taken under Listing Regulations
1. EIH International Limited Based on Net worth (Foreign Subsidiary) An Independent Director of EIH Limited is required to be appointed on the Board of EIH International Ltd.


The Company has two domestic Associate Companies, namely, EIH Associated Hotels Limited (a listed entity) and USmart Education Ltd (an unlisted entity) and one overseas Associate Company, namely, La Roseraie De LAtlas (which is also a Joint Venture) through its wholly-owned foreign subsidiary.

Joint Ventures

The Company has three Joint Venture Companies, one domestic, namely, Mercury Car Rentals Private Limited and two overseas, namely, Oberoi Mauritius Limited and Island Resorts Limited (Subsidiary of Oberoi Mauritius Limited) through its wholly-owned foreign subsidiary.

A Report on the performance and financial position of each of the Subsidiaries, Associates and Joint Venture Companies is provided in the Annexure to the Consolidated Financial Statements and hence not repeated here for the sake of brevity.

The policy on material subsidiaries can be accessed on the Companys website: https://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, the Board of Directors in its meeting held on November 02, 2022 on the recommendation of the Nomination and

Remuneration Committee revised the remuneration of Mr. Arjun Singh Oberoi and Mr. Vikramjit Singh Oberoi for the FY23. The Shareholders through Postal Ballot have also approved the resolutions with the requisite majority.

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

(Rs in million)
S. Name of the Director No Directors Remuneration Median Employees Remuneration Ratio
1. Mr. Prithvi Raj Singh Oberoi, Executive Chairman* - 0.35 -
2. Mr. Shib Sanker Mukherji, Executive Vice Chairman** 2.19 0.35 -
3. Mr. Arjun Singh Oberoi, Managing Director – Development 45.31 0.35 129:1
4. Mr. Vikramjit Singh Oberoi, Managing Director & CEO 46.76 0.35 134:1

Directors remuneration includes retirement benefits, wherever applicable

*ceased w.e.f. May 03, 2022 **up to June 26, 2022 c) The percentage increase in remuneration of each Executive Directors, Chief Financial Officer and Company Secretary in the Financial Year are as under:

(Rs in million)
S. Name No. Total Remuneration 2022-23 Total Remuneration 2021-22 Percentage Increase/ Decrease
1. Mr. Prithvi Raj Singh Oberoi* - 1.51 -
2. Mr. Shib Sanker Mukherji# 2.19 6.15 -
3. Mr. Arjun Singh Oberoi 45.31 11.61 290%
4. Mr. Vikramjit Singh Oberoi 46.76 11.28 315%
5. Chief Financial Officer 21.48 18.08 19%
6. Company Secretary 9.85 5.74 -

Total remuneration includes retirement benefits, wherever applicable

* up to May 03, 2022 # up to June 26, 2022.

d) The percentage increase in the median remuneration of employees in the Financial Year is -30.51%. e) The number of permanent employees on the rolls of the Company at the end of the Financial Year are 8,297. f) The average percentage increase already made in the salaries of employees of the Company other than the managerial personnel in the last Financial Year was 7.00%. g) The Executive Directors do not receive remuneration or commission from any of the subsidiaries of the Company.

It is hereby

Directors and Key Managerial Personnel are as per the Remuneration Policy of the Company.


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


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 that theremunerationoftheExecutive 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 March 14, 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, the

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.


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.


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


The Company has a policy for prevention of sexual harassment of its 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) at all its hotels, Oberoi Flight Services (OFS), Oberoi

Airport Services (OAS) and its Corporate Office.

Details of Complaints are provided in the Corporate Governance Report.


The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided to members on request.


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 any statements, whether as a result of new information, future developments or otherwise. Therefore, undue reliance should not be placed on these statements.


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
Place: New Delhi Executive Chairman Managing Director & CEO
Date: May 22, 2023 DIN:00052106 DIN:00052104