mahindra holidays resorts india ltd Directors report

Dear Shareholders,

The Directors of the Company are pleased to present their Twenty Seventh Report together with the Audited Financial Statements of the Company for the year ended March 31, 2023.

1. Operations and Financial Overview

The Company is the largest Vacation Ownership company outside the US and is 6^th largest globally. The Company has created a unique and sustainable vacation ownership business and the Company is the No. 1 leisure hospitality player in the country. It has established itself as the market leader in the family holidays space, in India, following a two-pronged growth strategy of providing a diverse range of holidaying options and superlative service to ensure customer delight.

The Company has delivered a strong operational and financial performance during the year under review with high level of resort occupancies, highest resort revenues along with a healthy growth in member additions and room inventory. The creditable performance of the Company brings out the resilience of its business model and at the same time, highlights its ability to move swiftly in tough conditions. It also achieved highest amount of upgrades which shows the trust and confidence its members repose in the Club Mahindra Brand, which is a crucial differentiator and contributes immensely to the Companys performance.

During the year under review, the Company added 17,477 new members to its vacation ownership business. Addition in the members is a result of continued success of Companys pull-based digital and referral leads as well as reaching out to prospects by way of engagement through more innovative technological platforms, alliances and corporate partnerships. During the year under review, the Company has been reinventing its marketing strategy around digital formats and platforms as media consumption has shifted towards mobile devices.

In the FY 2022-23, the Company added 372 rooms, taking the total inventory to 4,940 room units across its 102 resorts as of March 31, 2023. Along with 33 resorts of Holiday Club Resorts Oy (HCR), the Company is offering the Club Mahindra members an access to over 143 resorts in India, Asia, Europe and USA.

The Companys total income (including other income) was Rs.1,305.56 crore in 2022-23 compared to Rs.1,070.72 crore in 2021-22. Profit Before Tax (PBT) grew to Rs.214.06 crore in 2022-23 from Rs.203.53 crore in 2021-22. PBT (excluding translation forex gain on ICDs to subsidiaries and gain on fair valuation of investment in unlisted company) also grew to Rs.183.31 crore in 2022-23 from PBT (excluding profit on sale of investment in Nreach Online Services Private Limited, lease rent waiver and interest on income tax) of Rs.160.40 crore in 2021-22. Profit After Tax (PAT) grew to Rs.158.57 crore in 2022-23 from Rs.151.30 crore in 2021-22. Diluted Earnings Per Share (EPS) for 2022-23 stood at Rs.7.89 compared to Rs.7.55 in 2021-22.

Further, the Companys Consolidated total income (including other income) was Rs.2,623.90 crore in 2022-23 compared to Rs.2,178.85 crore in 2021-22. Consolidated PBT was Rs.170.65 crore in 2022-23 compared to Rs.110.56 crore in 2021-22. Consolidated PAT was Rs.113.82 crore in 2022-23 compared to Rs.67.64 crore in 2021-22. Consolidated Diluted EPS for 2022-23 stood at Rs.5.73 compared to Rs.3.37 in 2021-22.

2. Financial Highlights (Standalone)

		(Rs. in crore)
	2022 - 2023	2021 - 2022
Income:
Income from sale of Vacation Ownership and other services	1,196.18	960.68
Other Income	109.38	110.04
Total Income	1,305.56	1,070.72
Expenditure:
Less: Employee Cost and Other Expenses	923.29	726.15
Profit before Depreciation, Interest and Taxation	382.27	344.57
Less: Depreciation	139.09	119.89
Interest	29.13	21.16
Profit for the year before Tax	214.05	203.52
Less: Provision for Tax - Current Tax	67.88	26.66
- Deferred Tax (net)	(12.40)	25.56
Net Profit for the year after Tax	158.57	151.30
Other Comprehensive Income - Net of Tax	6.38	70.29
Total Comprehensive Income for the year	164.95	221.59

3. Share Capital

During the year under review, the Company has allotted 6,58,464 Equity Shares of Rs.10 each to the eligible employees/ directors, pursuant to exercise of stock options granted under the Companys Employee Stock Option Schemes.

Consequent to the aforesaid allotments, the Issued, Subscribed and Paid up Share Capital of the Company as on March 31, 2023 was Rs.2,01,25,66,400 (Rupees Two Hundred and One Crore Twenty Five Lakhs Sixty Six Thousand and Four Hundred Only) dividend into 20,12,56,640 (Twenty Crore Twelve Lakh Fifty Six Thousand Six Hundred and Forty) Equity Shares of Rs.10 (Rupees Ten) each.

During the year under review, the Company did not issue shares with differential voting rights. Details of the Directors shareholding as on March 31, 2023, are mentioned in the Corporate Governance Report, which forms part of this Annual Report.

4. Dividend

In compliance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Dividend Distribution Policy of the Company is annexed herewith as Annexure I and is also available at the Companys website at: https://www.clubmahindra.com/investors/investor-information.

The Company had changed its revenue recognition policy in accordance with Ind AS 115 during financial year 2018-19. Consequently, the Deferred Revenue and Deferred Costs had to be recomputed and has been stated as Transition Difference. The Company is profitable and has healthy cash flows and has declared dividends every year from 2006 till 2018. The Company has sought clarification from Ministry of Corporate Affairs (MCA) that, this Transition Difference should not be considered for the purpose of declaration of dividend under the provisions of Section 123(1) of the Companies Act, 2013 ("the Act"). The declaration of dividend, if any, shall be subject to receipt of clarification from MCA.

5. Transfer to Reserve

The Directors of the Company do not propose to transfer any amount to reserves.

6. Related Party Transactions

The Company undertakes various transactions with related parties in the ordinary course of business. All transactions entered with related parties during the year under review were on arms length basis and in the ordinary course of business. The Company has not entered into any contracts / arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company i.e. Policy on Materiality of and Dealing with Related Party Transactions ("RPT Policy"). Accordingly, Form AOC-2 is not applicable to the Company. Further, transactions entered by the Company with related parties in the normal course of business were placed before the Audit Committee and the Board and the same were approved.

There were no materially significant related party transactions with the Promoters, Directors and Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.

The RPT Policy as approved by the Audit Committee and the Board is available on the website of the Company at:www. clubmahindra.com/investors/investor-information.

The Directors of the Company draw attention of the Members to Note No. 51 to the Standalone Financial Statements which sets out related party disclosure.

7. Particulars of Loans and Advances, Guarantees, Investments and Securities

As the Company is engaged in the activity covered under Schedule VI of the Act, the provisions of Section 186 of the Act relating to loans given, guarantees granted or securities provided are not applicable to the Company. However, the details of such loans given and guarantees given to / on behalf of subsidiary companies are provided in Note Nos. 9, 10 and 21 to the Standalone Financial Statements. These loans and guarantees provided are proposed to be utilized by the respective recipients for their business purposes. Particulars of investments made by the Company are provided in the Standalone Financial Statements at Note Nos. 7 and 16.

During the year under review, the Company has granted additional corporate guarantees on behalf of MHR Holdings (Mauritius) Limited, Mauritius ("MHR Holdings"), subsidiary company of the Company, as a collateral security towards financial facilities amounting to € 3 million (Total Guarantee € 33 million) availed by MHR Holdings from Axis Bank Limited. The aforesaid financial facility was an additional guarantee availed by MHR Holdings to finance the existing loan amounting to € 29 million availed from Axis Bank Limited for providing financial assistance to the subsidiary companies.

During the year under review, the Company has subscribed to additional 4,88,321 Equity Shares of Great Rocksport Private Limited ("Rocksport") in two installments for a total cash consideration of Rs.12 crore. With completion of this second tranche investment, the Companys shareholding in Rocksport has gone up from 6.67% to 23.42% and it became an associate of the Company with effect from April 16, 2022 in accordance with IND AS 28. Rocksport is engaged inter- alia, in the business of undertaking and providing outdoor entertainment, adventure programs, educational adventure tours and retailing of branded adventure products in India. The investment in Rocksport will increase customer engagement avenues for the Company, whereby the Company and Rocksport can engage in multiple formats for its members within and outside the resorts of the Company.

The details of loans and advances, which are required to be disclosed in the Annual Report of the Company pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations are furnished separately as Annexure II to this report.

8. Significant and Material Orders passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators/Courts/Tribunal which would impact the going concern status of the Company and its operations in the future.

The Company has received an order (the Order) from National Financial Reporting Authority (NFRA) on March 29, 2023. As per the Order, the Company is required to review its accounting policies and practices in respect of disclosure of operating segments and timing of recognition of revenue from customers and take necessary measures to address the observations made in the Order. Further, such documentation is also required to be verified by the Companys statutory auditor. The process review as per the Order is in progress.

For the year ended March 31, 2023, the management has assessed the application of its accounting policies relating to segment disclosures and revenue recognition. Basis the current assessment by the Company, the existing accounting policies, practices and disclosures are in compliance with the respective Ind AS and accordingly, have been applied by the Company in the preparation of financial results.

Further, the Shareholders, based on the approval of Board of Directors of the Company, through Postal Ballot Notice dated November 30, 2022, has approved the shifting of registered office of the Company from the State of Tamil Nadu to the State of Maharashtra, subject to the approval of regulatory authorities. The Regional Director, Southern Region, Ministry of Corporate Affairs vide its Order dated April 12, 2023 has approved the Companys application for the aforesaid shifting of Registered Office of the Company.

9. Corporate Social Responsibility

Corporate Social Responsibility ("CSR") activities of the Company are guided by its CSR Policy, which is framed and approved by the Board. The Companys CSR Policy is available on its website at: https://www.clubmahindra.com/ investors/investor-information. These are discussed in detail in the Management Discussion and Analysis Report, which forms a part of this Annual Report. The statutory disclosure with respect to CSR activities forms part of this Report and is annexed herewith as Annexure III.

10. Sustainability

In line with the philosophy of the Mahindra Group, the Company is committed to following sustainable practices in its operations. The details of the initiatives taken by the Company in this regard are discussed in the section on Sustainability in the Management Discussion and Analysis Report, which forms a part of this Annual Report.

11. Business Responsibility and Sustainability Report (BRSR)

The Business Responsibility and Sustainability Report (BRSR) of the Company for the financial year 2022-23, as required under Regulation 34(2)(f) of the SEBI Listing Regulations, is a part of this Annual Report and also available on the website of the Company: https://www.clubmahindra.com/investors/ financials.

The BRSR provides insights on the initiatives taken by the Company from an environmental, social and governance perspective.

The Company regularly carries out several initiatives that contribute to the sustainability and well-being of the environment and the communities in which it operates. The Company also recognises the importance of sustainability and is committed to conserve the ecological integrity of its locations through responsible business practices. Sustainability is thus a core agenda for the Company.

12. Corporate Governance Report

A Report on Corporate Governance along with a certificate from the Statutory Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Schedule V of the SEBI Listing Regulations, forms a part of this Annual Report.

13. Management Discussion and Analysis Report

A detailed analysis of the Companys operational and financial performance as well as the initiatives taken by the Company in key functional areas such as Resort Operations, Member Experience, Business Excellence, Human Resources and Information Technology are separately discussed in the Management Discussion and Analysis Report, which forms a part of this Annual Report.

14. Whistle Blower Policy & Vigil Mechanism

As per the provisions of Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, the Company is required to establish an effective Vigil Mechanism for Directors, employees and other stakeholders to report genuine concerns. The details of the Whistle Blower Policy and Vigil Mechanism have been disclosed in the Corporate Governance Report, which forms a part of this Annual Report.

15. Employees Stock Options

Employees Stock Options represent a reward system based on overall performance of the individual employee and the Company. It helps the Company to attract, retain and motivate the best available talent. This also encourages employees to align individual performances with those of the Company and promotes increased participation by the employees in the growth of the Company.

Accordingly, the Company formulated the Employees Stock Option Schemes namely - Mahindra Holidays & Resorts India Limited Employees Stock Option Scheme 2006 ("MHRIL ESOS 2006"), Mahindra Holidays & Resorts India Limited Employees Stock Option Scheme 2014 ("MHRIL ESOS 2014") and Mahindra Holidays & Resorts India Limited Employees Stock Option Scheme 2020 (MHRIL ESOS 2020") after obtaining requisite approvals from the Shareholders. All the balance shares available under MHRIL ESOS 2006 together with any other shares represented by Options that may lapse for any reason thereat, was/will be considered for issuing/ granting Options to the Employees pursuant to the provisions under MHRIL ESOS 2014.

During the year under review, pursuant to the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB and SE Regulations") (as amended from time to time), a total of 1,56,701 Options were granted under the MHRIL ESOS 2020 by the Nomination and Remuneration Committee to the eligible employees and noted by the Board.

Details required to be provided under Regulation 14 of the SEBI SBEB and SE Regulations and Rule 12(9) of the Companies (Share Capital & Debentures) Rules, 2014 are available on the Companys website at: http://www.clubmahindra.com/ about-us/investor-relations/financials.

A certificate from the Secretarial Auditor of the Company confirming that the MHRIL ESOS 2006, MHRIL ESOS 2014 and MHRIL ESOS 2020, have been implemented in accordance with the SEBI SBEB and SE Regulations and the resolutions passed by the Shareholders, will be available for inspection by Members at the ensuing AGM.

16. Subsidiaries, Joint Venture and Associate companies

During the year under review, the Company has incorporated an entity named "Mahindra Holidays & Resorts Harihareshwar Limited" (MHRHL) in Mumbai, Maharashtra on August 23, 2022 as a wholly owned subsidiary of the Company. MHRHL has been incorporated as a Special Purpose Vehicle company for upgradation, operation and maintenance of the Maharashtra Tourism Development Corporation (MTDC) Resort at Harihareshwar under Public Private Partnership ("PPP") model.

During the year under review, pursuant to the conversion of 25,000 7% Non- cumulative redeemable participating optionally convertible preference shares of Rs.10 each of Guestline Hospitality Management and Developement Services Limited ("Guestline") into 25,000 equity shares of Rs.10 each on December 2, 2022, Guestline has become a subsidiary of the Company with effect from December 3, 2022 with 98.39% stake as on March 31, 2023.

The Company has increased its equity stake in Rocksport and consequently, Rocksport has become an Associate of the Company with effect from April 16, 2022.

HCR Management Oy ("HCRM") is a wholly owned subsidiary of Covington S.a.r.l., Luxembourg ("Covington") and in turn subsidiary of the Company. During the year under review, HCRM has been merged with Holiday Club Resorts Oy ("HCR") and consequently, HCRM has ceased to be a subsidiary of Covington and of the Company with effect from February 28, 2023.

Arabian Dreams Hotel Apartments LLC, Dubai ("Arabian Dreams"), a Joint Venture company of the Company, has been considered as a subsidiary company in accordance with the provisions of Ind AS (effective from the financial year 2016-17).

As of March 31, 2023, the Company had 21 subsidiaries (including 12 indirect subsidiaries), 2 joint venture companies (indirect) and 2 associate companies (1 indirect).

17. Performance of Subsidiaries

Domestic Subsidiaries

Gables Promoters Private Limited ("Gables"), is a wholly owned subsidiary of the Company. Gables operates a resort property of 115 rooms at Naldehra, Himachal Pradesh. The Company avails rooms in the resort property of Gables for usage of its guests and vacation ownership members. Gables had also entered into a Public-Private Partnership (PPP) contract with Himachal Pradesh Government to renovate and operate a resort in Janjehli (Mandi District). During the year under review, Gables has acquired a resort in Ooty named "Danish Villa" which was earlier managed under a lease arrangement.

Mahindra Hotels and Residences India Limited ("MHARIL") is a wholly owned subsidiary of the Company. During the year under review, MHARIL has acquired a resort situated at Rajasthan. Improvement Plan along with acquisition of adjacent land of the resort is underway.

Guestline is a non-operative company and generates income from investments.

Rocksport is engaged inter-alia, in the business of undertaking and providing outdoor entertainment, adventure programs, educational adventure tours and retailing of branded adventure products in India.

Foreign Subsidiaries

Heritage Bird (M) Sdn. Bhd, Malaysia ("Heritage Bird") is a wholly owned subsidiary of the Company. Heritage Birds principal activities are holding of investments and leasing of properties. Heritage Bird has rooms/units in apartment properties in a well-known location in Kuala Lumpur, Malaysia.

MH Boutique Hospitality Limited, Thailand ("MH Boutique"), in which the Company holds 49% of equity stake, is a subsidiary of the Company by virtue of control on the composition of the Board of MH Boutique and it mainly holds investments in Infinity Hospitality Group Company Limited, Thailand ("Infinity").

Infinity is the subsidiary company of MH Boutique and by virtue of the same is also subsidiary of the Company. Infinity owns and operates a hotel/apartment property at Bangkok, Thailand. The Company avails rooms in the hotel property of Infinity for usage of its guests and vacation ownership members.

MHR Holdings is a wholly owned subsidiary of the Company. The principal activity of MHR Holdings is to hold investments. Currently, it holds investments in Covington.

Covington is a wholly owned subsidiary of MHR Holdings and in turn a subsidiary of the Company. The principal activity of Covington is to hold investments. During the previous year, it held investments in HCR and HCR Management Oy ("HCRM"), Finland. However, during the year under review, HCR Management Oy ("HCRM") was merged with Holiday Club Resorts Oy ("HCR"). As on March 31, 2023, Covington holds 100% stake in HCR.

HCR, subsidiary of Covington and in turn of the Company, is the largest operator of leisure hotels in Finland and the largest vacation ownership company in Europe. As of March 31, 2023, HCR has 33 resorts of which 25 are located in Finland, 2 in Sweden and 6 in Spain. During the year under review, total income of HCR stood at € 144.21 million, compared to € 122.07 million in 2021-22. Earnings before interest, tax, depreciation and amortization (EBITDA) for the year were € 4.96 million, compared to (€ 0.32) million in 202122. Overall, HCR recorded a PBT and PAT of (€ 0.51) million and (€ 0.52) million respectively in 2022-23. During the year under review, the Finish Economys growth forecast has been revised downwards on account of the ongoing Russia- Ukraine conflict and rising inflationary pressures. Consumer confidence remained low but gradually improved in the last quarter, with inflation and energy prices coming off from their peak levels. HCR witnessed revenue seasonality on account of summer holidays in Q2 and skiing holidays in Q4. The timeshare demand picked up due to its relatively lower transaction price for the customer. Spa Hotels outperformed the local hospitality market in Finland contributing to 58% of total turnover of HCR.

HCR has implemented several actions to improve its efficiency and adapt the cost base to the changing market conditions. Given the robust business model, improvement in consumer sentiment and buoyancy in leisure travel, the outlook for HCR is positive.

Arabian Dreams, (a Joint Venture company as per the Act and Subsidiary company as per Ind AS) operates a 75-room hotel property in Dubai (UAE) taken on lease basis. The Company avails rooms/apartments in the hotel property of Arabian Dreams for usage of its guests and vacation ownership members.

Associate Companies

Rocksport is an associate of the Company & Kiinteisto Oy Seniori-Saimaa is an associate of HCR and consequently, associate of the Company.

Joint Venture Companies

Tropiikin Rantasauna Oy and Kiinteisto Oy Vierumaen Kaari are Joint Venture companies (JV) of HCR and consequently, JV of the Company.

A report on the performance and financial position of the subsidiaries, associate and joint venture companies whose financial statements are considered for preparation of Consolidated Financial Statements of the Company as per the Act (in the prescribed format i.e. "Form AOC-1") is provided as Annexure to the Consolidated Financial Statements.

The policy for determining material subsidiaries as approved by the Board may be accessed on the Companys website at:https://www.clubmahindra.com/investors/investor- information.

In accordance with the third proviso to Section 136(1) of the Act, the Annual Report of the Company, containing therein its Standalone and the Consolidated Financial Statements are available on the Companys website https://www. clubmahindra.com. Further, as per fourth proviso to the said Section, the Audited Annual Financial Statements of each of the said subsidiaries of the Company are also available on the Companys website https://www.clubmahindra.com. Any Shareholder who may be interested in obtaining a copy of the aforesaid documents may write to the Company Secretary at the Companys Corporate Office.

18. Directors

As on the date of this report, the Company has Nine Directors, which includes Five Independent Directors, Three NonExecutive Non-Independent Directors and One Managing Director.

As informed in the previous Annual Report, Mr. Sridar Iyengar ceased to hold office as an Independent Director of the Company with effect from August 1, 2022, upon completion of his tenure as approved by the Shareholders. The Board places on record its sincere appreciation for the valuable contributions made by Mr. Sridar Iyengar during his association with the Company.

Based on the recommendations of the NRC, the Board of Directors at its meeting held on November 2, 2022 had appointed Mr. Rajat Kumar Jain, as an Additional Director in the category of an Independent Director of the Company, not liable to retire by rotation, for a period of 5 (five) consecutive years with effect from November 3, 2022. Subsequently, the Shareholders through Postal Ballot Notice dated November 30, 2022, approved the appointment of Mr. Rajat Kumar Jain as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a period of 5 years effective from November 3, 2022.

In terms of the Articles of Association of the Company and as per Section 152(6) of the Act, Mr. Arun Nanda (DIN: 00010029), being longest in the office, is liable to retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. However, Mr. Arun Nanda has expressed his desire not to seek re-appointment and accordingly, he will hold office as a Non-Executive Director and Chairman of the Company till the conclusion of the ensuing AGM of the Company.

The Board of Directors would like to place on record their sincere appreciation for Mr. Nandas contribution to the Company since its inception, during which his visionary leadership, mentorship, strategic direction and stewardship contributed immensely to the growth of the Company. The Board also appreciated him for conceptualising Mahindra Holidays vacation ownership model and its success story and wish him many happy and productive years ahead.

Based on the recommendation of the Nomination and Remuneration Committee and subject to approval of Shareholders at the ensuing AGM, the Board of Directors at their meeting held on April 25, 2023 had appointed Mr. C.P. Gurnani as an Additional Director in the category of NonExecutive Non-Independent Director of the Company w.e.f. April 26, 2023, liable to retire by rotation and as Non-Executive Chairman of the Company with effect from July 26, 2023. He shall hold office as an Additional Director upto the date of the ensuing AGM. The Company has received the requisite Notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Director of the Company.

The Board has recommended to the shareholders Mr. Gurnanis appointment at the forthcoming Annual General Meeting as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation.

Brief resume and other details of Mr. Gurnani, in terms of Companies Act, 2013, SEBI Listing Regulations and Secretarial Standards on General Meeting, are provided in the Notice sent alongwith the Annual Report. None of the Directors of the Company are inter-se related to each other. Further he is not disqualified from being appointed as Director by virtue of the provisions of Section 164 of the Companies Act, 2013.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and SEBI Listing Regulations.

In terms of Regulation 25(8) of SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties. Based on the declarations received from the independent Directors, the Board of Directors has confirmed that they meet the criteria of Independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations and that they are Independent of the Management. In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

Further, the Independent Directors of the Company have also confirmed that they have registered themselves with the Indian Institute of Corporate Affairs, Manesar and have included their name in the databank of Independent Directors within the statutory timeline pursuant to the provisions of Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

19. Key Managerial Personnel (KMPs)

As on March 31, 2023, Mr. Kavinder Singh, Managing Director & CEO, Mr. Sujit Vaidya, Chief Financial Officer and Mr. Dhanraj Mulki, General Counsel & Company Secretary, are the KMPs as per the provisions of the Act.

20. Policy on Directors Appointment and Remuneration

The salient features of the following policies of the Company are attached herewith and marked as Annexure IV:

1. Policy on Appointment of Directors and Senior Management;

2. Policy on Remuneration of Directors; and

3. Policy on Remuneration of Key Managerial Personnel and Employees.

The aforesaid policies are also available at the link https:// www.clubmahindra.com/investors/investor-information.

The Managing Director & CEO of the Company does not receive remuneration or commission from any of its subsidiaries and draws remuneration only from the Company.

21. Board Evaluation

The Board has conducted an annual evaluation of its own performance, individual Directors, Committees of the Board and that of its Non-Executive Chairman, in terms of the relevant provisions of the Act, Rules made thereunder and SEBI Listing Regulations. The manner in which the evaluation was conducted by the Company has been explained in the Corporate Governance Report, which forms a part of this Annual Report.

22. Number of Board Meetings

During the year under review, the Board of Directors met 6 (Six) times. The details of the Board Meetings and attendance of the Directors are provided in the Corporate Governance Report, which forms a part of this Annual Report.

23. Composition of Audit Committee

The Audit Committee consists of Mr. Diwakar Gupta as its Chairman and Mr. Sanjeev Aga, Mrs. Sangeeta Talwar and Mr. Ruzbeh Irani, as its other members. Further details are provided in the Corporate Governance Report, which forms a part of this Annual Report.

24. Directors Responsibility Statement

Pursuant to Section 134(3)(c) of the Act, the Directors of the Company state that:

a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable Accounting Standards had been followed and there is no material departure;

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

c) they have taken proper and sufficient care for the maintenance of 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 annual accounts have been prepared on a going concern basis;

e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

25. Internal Financial Controls and their Adequacy

The Company has an adequate internal controls system, commensurate with the size and nature of its business. The system is supported by documented policies, guidelines and procedures to monitor business and operational performance which are aimed at ensuring business integrity and promoting operational efficiency. Further details are provided in the Management Discussion and Analysis Report, which forms a part of this Annual Report.

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

26. Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries, associate and joint venture companies prepared in accordance with the Act and applicable Accounting Standards form part of this Annual Report.

For the purpose of preparation of the Consolidated Audited Financial Statements of the Company for the financial year ended March 31, 2023 as per Ind AS, the latest audited financial results of all the subsidiaries, two associate companies and two joint venture companies pertaining to HCR were considered and consolidation was done as per the provisions of Section 129 of the Act.

27. Risk Management

The Company has a well-defined risk management framework to identify and evaluate elements of business risk. The Board of Directors have constituted the Risk Management Committee pursuant to the provisions of Regulation 21 of the SEBI Listing Regulations and its prime responsibility is to oversee the implementation of the risk management policy of the Company. The Audit Committee has an oversight in the area of financial risk and controls. Other details including details pertaining to various risks faced by the Company and also development and implementation of risk management framework are discussed in the Management Discussion and Analysis Report forming part of this Annual Report.

28. Disclosure requirements

• Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, details of transactions with persons or entities belonging to the promoter/ promoter group which holds 10% or more shareholding in the Company, are furnished under Note No. 51 to the Standalone Financial Statements which sets out related party disclosure.

• The provisions in respect of maintenance of cost records as specified under sub-section (1) of Section 148 of the Act are not applicable to the Company.

• During the year under review, there was no change in the nature of business of the Company.

• The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

• During the year under review, no revision was made in the previous financial statements of the Company.

• During the year under review, the Company has not made any application and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

• The Company has no borrowings as on March 31, 2023 and hence, the requirement of providing details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks / financial institutions along with the reasons thereof is not applicable to the Company.

29. Auditors

A) Statutory Auditors

During the year under review, the Shareholders at their 26^th AGM held on July 30, 2022 had approved the reappointment of B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 101248W/W-100022), as the Statutory Auditors of the Company for a second term of 5 (five) consecutive years till the conclusion of the 31^st AGM of the Company to be held in the year 2027.

The Auditors Report on the financial statements of the Company for the year ending March 31, 2023 is unmodified i.e. it does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements forming part of the annual report.

B) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and Rules thereunder, the Company has appointed M Siroya and Company, Company Secretaries, to undertake the secretarial audit of the Company. The Report of the Secretarial Auditor is annexed herewith as Annexure V.

There are no qualifications, reservations or adverse remarks made by M Siroya and Company, Company Secretaries, Secretarial Auditor of the Company in the Secretarial Audit Report.

30. Deposits

The Company has not accepted any deposits from public or its employees and, as such no amount on account of principal or interest on deposit were outstanding as of the Balance Sheet date.

31. Credit Rating

India Ratings and Research Private Limited has re-affirmed Long-Term Issuer Rating at IND A+ with a stable outlook to the Company. The IND A+ rating indicates adequate degree of safety regarding timely servicing of financial obligations.

32. Material Changes and Commitment affecting Financial Position of the Company

There are no material changes and commitments, affecting financial position of the Company which have occurred between the end of the financial year of the Company i.e. March 31, 2023 and the date of the Directors Report.

33. Annual Return

As per the provisions of the Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as of March 31, 2023, is made available on the website of the Company and can be accessed at https://www.clubmahindra.com/investors/financials.

34. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company continuously strives to conserve energy, adopt environment friendly practices and employ technology for more efficient operations. Some of these initiatives are discussed in the section on Sustainability in the Management Discussion and Analysis Report, which forms a part of this Annual Report.

The particulars relating to energy conservation, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act and Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in the Annexure VI to this Report.

35. Human Resources

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of its business. It considers people as its biggest assets. It has put concerted efforts in talent management, performance management and learning and development initiatives to ensure that the Company consistently develops inspiring, strong and a credible leadership and workforce.

Apart from continued investment in skill and leadership development of its people, this year the Company has also focused on employee engagement initiatives aimed at increasing the culture of innovation and collaboration across all strata of the workforce. During the year under review, the Company has set out on the journey of transformation by blending technology in every step of the employees engagement. The Company has also been certified as one of Indias Great Places to Work For and recognized amongst the Top 50 Best companies to work for in India by Great Place to Work (GPTW) Institute. The Company had also qualified in the Best Workplaces Asia List - 2022. These are discussed in detail in the Management Discussion and Analysis Report forming part of this Annual Report.

Disclosures pertaining to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition And Redressal) Act, 2013:

The Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under the Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 ("POSH Act"). The Company has also complied with provisions relating to the constitution of Internal complaints Committee under the POSH Act and the Committee includes external members from NGO and / or members with relevant experience. There were no complaints pending at the beginning of the year. During the year under review, the Company has received one complaint under the Policy and the same has been closed.

36. Particulars of Employees

The disclosure with respect to the remuneration of Directors, KMPs and employees under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("the Rules"), is attached as Annexure VII and forms a part of this report.

The Company had 12 (Twelve) employees who were employed throughout the year and were in receipt of remuneration of more than Rs.102 lakhs per annum. There were 3 (Three) employees employed for part of the year by the Company who were in receipt of remuneration of more than Rs.8.50 lakhs per month.

In terms of Section 136 of the Act, the copy of the Financial Statements of the Company, including the Consolidated Financial Statements, the Auditors Report and relevant Annexures to the said Financial Statements and reports are being sent to the Members and other persons entitled thereto, excluding the information in respect of the said employees containing the particulars as specified in Rule 5(2) and Rule 5(3) of the said Rules. If any Member is interested in obtaining a copy thereof, he may write to the Company Secretary of the Company at its Corporate Office.

The Financial Statements, reports, etc. of the Company are available on the website of the Company www.clubmahindra.com

37. Acknowledgement and Appreciation

The Directors of the Company take this opportunity to thank the Companys Customers, Shareholders, Suppliers, Bankers, Financial Institutions and the Central and State Governments for their unstinted support. The Directors would like to place on record their appreciation to the employees at all levels for their hard work, dedication, commitment and valuable performance during the challenging times.

	For and on behalf of the Board
	Arun Nanda
Place: Mumbai	Chairman
Date: April 25, 2023	DIN: 00010029