EIH Ltd Directors Report.

The Board presents the Seventy first Annual Report together with the Audited Financial Statement and the Auditor’s Report for the Financial Year ended on March 31, 2021.

FINANCIAL HIGHLIGHTS

The financial highlights are set out below:

(Rs. in million)

Particulars Standalone Consolidated
Year 2020-21 2019-20 2020-21 2019-20
Total Income 4,736.42 14,343.08 5,549.68 16,746.94
Earnings Before Interest, Depreciation, Taxes, Amortisations and Exceptional items (EBIDTA) (2,336.73) 3,094.21 (2,339.84) 3,686.98
Finance Costs 404.30 495.15 457.41 556.05
Depreciation 1,199.62 1,342.03 1,326.60 1,464.61
Exceptional Items (489.95) (166.07) (24.93) (4.67)
Share of Profit / (Loss) of Associate and Joint Venture Companies - - (608.18) (1.44)
Profit / (Loss) Before Tax (4,430.50) 1,090.96 (4,756.96) 1,660.21
Current Tax 12.05 209.91 76.48 372.39
Deferred Tax (1,011.31) (363.62) (1,078.98) (363.61)
Profit / (Loss) for the year (3,431.24) 1,244.67 (3,754.46) 1,651.43
Other Comprehensive Income / (Loss) for the year, net of tax 30.88 (23.29) (84.47) 550.82
Total Comprehensive Income / (Loss) (3,400.36) 1,221.38 (3,838.93) 2,202.25
Less: Share of Profit / (Loss) of Non-Controlling Interest - - (53.33) 173.09
Total Comprehensive Income / (Loss) attributable to Group - - (3,785.60) 2,029.16
Profit / (Loss) for the Year attributable to the Group - - (3,697.08) 1,488.17
Balance Brought Forward 5,502.42 4,861.01 6,236.57 5,398.59
Adjustment for new Ind AS - 6.69 - 8.09
Accumulated Balance 2,102.06 6,089.08 2,581.26 6,894.85
Adjusted to Opening Retained Earnings - -
Final Dividend Paid - (514.41) - (514.41)
Dividend Tax - (72.25) - (91.34)
Transfer to General Reserve - - -
Balance carried over 2,102.06 5,502.42 2,581.26 6,236.57

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013 ("the Act") and, based upon representations from the Management, the 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 judgments 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 loss 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.

PERFORMANCE

The annexed Management Discussion and Analysis forms a part of this report and covers, amongst other matters, the performance of the Company during the FY21 as well as the future outlook.

BUSINESS RESPONSIBILITY REPORT

In accordance with regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Business Responsibility 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

In accordance with regulation 34(3) read with Schedule V(C) of the listing regulations, the report on Corporate Governance along with the certificate from the Practicing Company Secretary is attached and forms part of this Report.

DIVIDEND

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

RAISING OF CAPITAL BY RIGHTS ISSUE

During the year, the Company raised capital by issue of further shares to eligible equity shareholders of the Company on rights basis in the ratio of 8 shares for every 85 shares held. The shares were issued at a price of Rs. 65 per share (including a premium of Rs. 63 per share). The Company issued 53,794,768 fully paid equity shares aggregating to Rs. 3,496.66 million. The capital was raised for repayment of short term and long term loans availed from banks and for general corporate purposes. The trading permission for the rights shares were received from the BSE Ltd. and the National Stock Exchange of India Ltd. on October 27, 2020 and from the Calcutta Stock Exchange Ltd. on November 02, 2020.

VOLUNTARY DELISTING OF EQUITY SHARES

In accordance with regulation 6(a) read with regulation 7 of the SEBI (Delisting of Equity Shares) Regulations, 2009, the Board at the Board meeting held on January 29, 2021, approved voluntary delisting of Company’s 625,364,182 equity shares of face value Rs. 2 each from the Calcutta Stock Exchange Limited ("CSE"). By its letter dated March 04, 2021, the CSE granted permission for voluntary delisting of the equity shares of the Company on the CSE with effect from March 05, 2021. The equity shares of the Company continue to be listed on the National Stock Exchange of India Ltd. (NSE) and BSE Ltd. (BSE), having nationwide trading terminals.

BOARD MEETINGS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the first meeting of the Board of Directors for the FY22 held on May 07, 2021, as required under sub section (7) of Section 149 of the Act read with Regulation 25(8) of the listing regulations, the Independent Directors have confirmed that they meet the criteria of independence required under sub-section (6) of Section 149 of the Act and clause (b) of sub-regulation (1) of Regulation 16 of the listing regulations. The Board, after undertaking due assessment of the veracity of the declarations submitted by the Independent Directors under sub section (6) of Section 149 of the Act read with sub-regulation (9) of regulation 25 of the listing regulations, was of the opinion that the Independent Directors meet the criteria of independence.

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

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

The Oberoi, Udaivilas, Udaipur supported people who were bravely performing their duties in Udaipur during Covid-19 pandemic. The hotel distributed masks and food packages to Government officials who were on duty during this difficult time. Approximately one thousand hand stitched masks were distributed in various Government offices including the collector’s office, superintendent of police office, Nagar Nigam, excise department, tourism department etc. The hotel also served food to people in hospital and the migration office.

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

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

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

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

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

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

The Oberoi Vanyavilas, Ranthambore supports "Dhonk", a socially responsible enterprise that aims at creating sustainable jobs for local villagers through art and crafts. The hotel promotes the organisation to display their products within the premises of the hotel for guests. The hotel also provided seasonal fruits, tea and snacks every day to the quarantined patients at Sevika Hospital, Sherpur.

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

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

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

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

The hotel has also provided 6,000 packed meals for the underprivileged people during the lockdown in the months of April, May and June 2020.

Maidens Hotels, Delhi took the initiative of providing an estimated 13,500 packed meals for the stranded international travelers during the lockdown through the office of the district magistrate. The initiative by the hotel was appreciated in the ET Hospitality World and Travel + Leisure digital editions.

The Oberoi, New Delhi distributed over 10,000 boxes of freshly cooked and healthy packed meals to those in need with the support of government agencies, NGOs and local authorities, during the outbreak of the Covid-19 pandemic and the lockdown. The hotel also provided soaps and hand sanitisers to the Delhi Police who were working round the clock to battle the pandemic. The hotel supported several families with ration essentials who were struggling to make ends meet as a result of the ramifications of the Covid-19 outbreak. Over 200 ration bags were distributed to the vulnerable.

AUDIT COMMITTEE

The composition of the Audit Committee is as under:

• Mr. Sudipto Sarkar - Independent Director & Chairperson

• Mr. Lakshminarayan Ganesh - Independent Director

• Mr. Anil Kumar Nehru - Independent Director

• Mr. Rajeev Gupta – Independent Director

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

• Mr. Arjun Singh Oberoi - Managing Director, Development

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

COMPANY’S POLICY ON DIRECTORS

APPOINTMENT AND REMUNERATION AND SENIOR MANAGEMENT PERSONNEL APPOINTMENT AND REMUNERATION

The Company’s Policy on Directors Appointment and Remuneration Policy (revised), 2019, ("Director Appointment Policy") and Senior Management Appointment and Remuneration Policy ("Senior Management Policy") formulated in accordance with Section 178 of the Act read with regulation 19(4) of the listing regulations can be accessed on the Company’s website https://www.eihltd. com/-/media/eihltd/pdf-files/polices-and-code-of-conduct/ other-policies/sr-management-policy.pdf.

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

• The Policy aims to engage Directors (including non-executive and 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 on 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 existing 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 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 the Core Management Team (within the Senior Management 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 Core Management Team are aligned to the interests of the Company and its Shareholders within an appropriate governance framework;

• Remuneration is structured to align with the Company’s interests, taking into account the Company’s 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.

The remuneration paid to Senior Management personnel is categorised under the following major heads:

Fixed Salary: This includes basic salary, other allowances, perquisites and retirement benefits;

Variable Salary: This includes variable pay linked to Company and Individual performance.

ENERGY CONSERVATION MEASURES

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

• replacement of conventional lamps with energy efficient LED lamps;

• variable frequency drives for cooling towers;

• heat pumps for hot water generation;

• inverter based air-conditioning units;

• waste heat recovery system for steam;

• water saving aerators; and

• sensor based wash basin faucets.

Furthermore, an advanced action plan for controlling energy consumption was activated prior to the lockdown. The plan included steps of creative and smart adaptation to the unfolding situation. Building systems were operated at minimum levels mandated for maintaining a safe and hygienic environment. At the same time, an operation and maintenance strategy was implemented to ensure periodic maintenance of plant and machinery. This warranted that all equipment was kept in the most efficient state by carrying out all maintenance routines. Furthermore, as and when hotels opened, conservation measures were continued in the form of tight operational control of lighting and other equipment’s, regulation of air conditioning set points according to the ambient temperatures, taking guest floors out of order and optimisation of laundry and boiler operation.

With various energy conservation measures taken in the FY21, we were able to reduce our total equivalent energy consumption by about 34 million KWh which is about 34% reduction over the previous Financial Year. The consequent reduction in CO2 emissions has been about 16 million kgs which is a reduction of 39% over the previous Financial Year.

Actions planned for the next year are –

• replacement of remaining conventional lamps with LED lamps;

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

• installation of energy efficient pumps;

• upgradation of chillers with variable frequency drives;

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

• installation of demand based ventilation controls;

• installation of water flow optimisers in taps;

• installation of in-house solar power plant with optimum capacity at The Oberoi Vanyavilas and The Oberoi Udaivilas. In addition, operational measures include setting up of benchmarks with respect to the current year with targets for increased savings, initiatives by energy conservation committees comprising of cross functional groups, close monitoring and performance evaluation of plant and machinery by conducting regular self-audits and upgrading plant room equipment.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the FY21, the foreign exchange earnings of the Company amounted to Rs. 378.42 million as compared to Rs. 4,685.10 million in the previous year. The expenditure on foreign exchange during the Financial Year was Rs. 167.74 million as compared to Rs. 697.01 million in the previous year.

AUDITOR AND AUDITOR’S REPORT

At the 67th Annual General Meeting of the Company held in the year 2017, the Shareholders had approved the appointment of M/s. Deloitte, Haskins & Sells LLP, Chartered Accountants, (Firm’s Registration No.-117366W/W-100018) ("Deloitte") as the Statutory Auditors of the Company to hold office for 5 (five) consecutive years from the conclusion of the_67th Annual general meeting till the conclusion of the_72nd Annual General Meeting.

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

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 on March 31, 2021. The Secretarial Audit Report submitted by the Secretarial Auditors does not contain any qualification, reservation or adverse remarks. The Secretarial Audit Report is annexed and forms part of the 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 are on an arm’s length basis. 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. The Policy on Related Party Transactions approved by the Board can be accessed on the Company’s 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.44 and 43 to the Standalone and Consolidated Financial Statements respectively.

ANNUAL RETURN

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/investors/ annual-reports/.

LOAN, GUARANTEES OR INVESTMENTS

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 Statement in Note nos. 8 & 45.

DEPOSITS

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In accordance with the Section 177(9) of the Act and rules made thereunder read with regulation 22 of the listing regulations, 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 Company’s 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 of the Audit Committee. The Whistle blower Policy can be accessed on the Company’s website https://www.eihltd.com/-/media/ eihltd/pdf-files/polices-and-code-of-conduct/other-policies/ whistleblowerpolicyeih139final.pdf.

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

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

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 Company’s overseas subsidiaries are

i) EIH Flight Services Ltd., Mauritius;

ii) EIH International Ltd., BVI;

iii) EIH Holdings Ltd., BVI;

iv) PT Widja Putra Karya, Indonesia;

v) PT Waka Oberoi Indonesia, Indonesia and

vi) PT Astina Graha Ubud, Indonesia.

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

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

Therefore, in accordance with regulation 24A of the listing regulations, Secretarial Audit of the records of the unlisted material subsidiaries, Mumtaz Hotels Limited and Mashobra Resort Limited, both incorporated in India, was conducted by JUS & Associates, Practicing Company Secretary for the FY21. The Secretarial Audit Report submitted by the Practicing Company Secretary does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report of Mumtaz Hotels Limited and Mashobra Resort Limited are annexed and forms part of the Annual Report.

ASSOCIATES

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

JOINT VENTURES

The Company has two Joint Venture Companies, one domestic, namely, Mercury Car Rentals Private Ltd. and one overseas, namely, Oberoi Mauritius Ltd. through its wholly owned foreign subsidiary.

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

The policy on material subsidiaries can be accessed on the Company’s 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, in view of the loss incurred by the Company in the FY21, the Board of Directors at their meeting held on March 26, 2021, on the recommendation of the Nomination and Remuneration committee, approved payment of minimum remuneration to Mr. Prithvi Raj Singh Oberoi, Executive Chairman (DIN:00051894), Mr. Shib Sanker Mukherji, Executive Vice Chairman (DIN: 00103770), Mr. Vikramjit Singh Oberoi, Managing Director and Chief Executive Officer (DIN: 00052014) and Mr. Arjun Singh Oberoi, Managing Director- Development (DIN: 00052106), for the FY21, subject to the approval of the shareholders.

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

(Rs. in million)

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

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

( Rs. in million)

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

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

e) The number of permanent employees on the rolls of the Company at the end of the Financial Year are 3,204.

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 Nil. The average percentage increase in the managerial remuneration was Nil.

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

Internal Financial Controls and Risk Management Systems

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

Board Evaluation

In accordance with the provisions of the Act and Regulation 17(10) of the Listing regulations, the Company has a Board evaluation policy for evaluation of Chairperson, individual directors, Board Committees and the Board. A structured questionnaire by an independent external agency covering various aspects of the Board’s functioning, Board culture, performance of specific duties by Directors and contribution to the Board proceedings was circulated to the members of the Board for the FY21. Based on the responses received, the Board as a whole, the Committees, the Chairperson and individual Directors were separately evaluated in the meeting of the Independent Directors and at the meeting of the Board of Directors.

The process of review of Non-Independent Directors, the Board as a whole and also its Committees were undertaken in a separate meeting of Independent Directors held on March 26, 2021 without the attendance of Non-Independent Directors and members of management. At the meeting, the performance of the Chairman of the Company was reviewed taking into account the views of the Executive Directors, Non-executive Directors and Independent Directors. The meeting also assessed the quality, quantity and timeliness of information required for the Board to perform its duties properly. The Independent directors also discussed various matters including the effect of Covid-19, performance of the company, board processes on issues like capex approval and development of future management of the company.

The entire Board, excluding the Director being evaluated, evaluated the performance of each Independent Director.

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 Board’s functioning, individual Directors effectiveness and contribution to the Board’s functioning in the FY22 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 Record and Audit) Rules, 2014 as the services of the Company are not covered under the said rules.

Significant and Material orders, if any

During the Financial Year, there were no significant or material orders passed by regulators, courts or tribunals impacting the going concern status and the Company’s operation in future.

Prevention of Sexual Harassment at the Workplace

The Company has a policy for prevention of sexual harassment 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 Compliant Committee (ICC) in all its hotels, Oberoi Flight Services (OFS), Oberoi Airport Services (OAS), Printing Press and its Corporate Office.

During the year, no complaints were received by the ICC from the Company’s hotels, flight and airport service units, printing press and the corporate office. The Company has filed necessary returns as required to be filed under the POSH Act.

Particulars of Employees

In accordance with Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014 the following are annexed and forms part of this report:

i) List of top ten employees of the Company in terms of remuneration; ii) List of employees who received remuneration for the year which in the aggregate was not less than Rs. 10.2 million; iii)List of employees who were employed for a part of the year and who received remuneration which in the aggregate, was not less than Rs. 0.85 million per month.

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 any 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
Managing DIrector - Development Managing Director and
Chief Executive Officer

Delhi

Dated May 07, 2021