The Board presents the Fortieth Annual Report together with the Audited Financial
Statements and the Auditor's Report for the Financial Year ended 31st March
2023.
FINANCIAL HIGHLIGHTS
The financial highlights are set out below:
|
|
Rupees in Million |
Particulars |
2022-23 |
2021-22 |
Total Revenue |
3,441.37 |
1,977.73 |
Earnings Before Interest, Depreciation, Taxes and Amortisations (EBIDTA) |
1,017.78 |
348.54 |
Interest and Finance Charges |
3.89 |
3.38 |
Depreciation and Amortisation Expenses |
165.40 |
156.94 |
Exceptional Item Profit/(Loss) |
- |
(4.32) |
Profit/(Loss) before Tax |
848.49 |
183.90 |
Tax including Deferred Tax |
202.32 |
55.08 |
Profit/(Loss) after Tax |
646.17 |
128.82 |
Other Comprehensive Income/(Loss), net of tax |
(3.71) |
7.13 |
Total Comprehensive Income/(Loss) |
642.46 |
135.95 |
Balance brought forward |
1,207.78 |
1,071.83 |
Balance carried forward in Retained Earnings |
1,850.24 |
1,207.78 |
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of the Section 134(5) of the Companies Act, 2013
("the Act") and based upon representations from the Management, the Board states
that:
a) in preparing the Annual Accounts, applicable accounting standards have been followed
and there are no material departures;
b) the Directors have selected accounting policies, applied them consistently and made
judgements and estimates that are reasonable and prudent to give a true and fair view of
the state of affairs of the
Company at the end of the Financial Year and of the profit of the Company for the year;
c) the Directors have taken proper and sufficient care in maintaining adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the Annual Accounts of the Company on a "going
concern" basis; e) the Directors have laid down internal financial controls to be
followed by the Company and such internal financial controls are adequate and are
operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
PERFORMANCE
The annexed Management Discussion and Analysis Report forms part of this report and
covers, amongst other matters, the performance of the Company during the Financial Year
2022-23 as well as the future outlook.
TRANSFER TO RESERVES
The Company has not transferred any amount to the Reserves for the Financial Year ended
31st March 2023.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report describing the initiatives taken
by the Company from the environmental, social and governance perspective is attached and
forms part of this Report.
CORPORATE GOVERNANCE REPORT
The Corporate Governance Report along with the certificate from Practicing Company
Secretary is attached and forms part of this Report.
MATERIAL CHANGES, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT
There are no material changes affecting the financial position of the Company after the
closure of the Financial Year 2022-23 till the date of this Report.
DIVIDEND
The Board recommends a Dividend of Rs 5 per equity share of Rs 10 each for the
Financial Year 2022-23, for approval by the Shareholders at the forthcoming Annual General
Meeting.
BOARD MEETINGS
The Board met seven times during the Financial Year ended 31st March 2023
i.e. on 2nd May 2022, 22nd June 2022, 26th July 2022, 1st
November 2022, 7th December 2022, 9th February 2023 and 13th
March 2023.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
At the first meeting of the Board of Directors for the
Financial Year 2023-24 held on 16th May 2023, as required under Section 149
(7) of the Act read with the Regulation 25(8) of the Listing Regulations, the Independent
Directors have confirmed that they meet the criteria independence required under Section
149(6) of the Act and Regulation 16 (1) (b) of the Listing Regulations. The
Board, after undertaking due assessment of the veracity of the declarations submitted
by the Independent Directors under Section 149(6) of the Act read with Regulation 25 (9)
of the Listing Regulations, was of the opinion that the
Independent Directors meet the criteria of independence.
Mr. Prithviraj Singh Oberoi has relinquished his position of Chairman and Director of
the Company w.e.f. 2nd May 2022 due to his deteriorating health. The Board of
Directors at its meeting held on that day has accepted the resignation. The Directors
express their deep appreciation and gratitude for the immense contribution made and
guidance provided by Mr. Prithviraj Singh Oberoi during his tenure as member of the Board
of Directors.
The Board of Directors at its meeting held on 2nd May 2022 has appointed Mr.
Shib Sanker Mukherji as the Chairman of the Company w.e.f. 2nd May 2022.
The Board of Directors at its meeting held on 13th March 2023 has appointed
Mr. Arjun Singh Oberoi as Additional Director under the category of Non-executive
Non-Independent Director, liable to retire by rotation, shareholders has approved his
appointment through postal ballot.
Mr. Shib Shanker Mukherji will attain the age of 75 years and for his continuation as
the Non-Executive Non-Independent Chairman on the Board of the Company requisite approval
by way of special resolution was obtained from shareholders through postal ballot.
Mr. Akshay Ranjan Raheja (DIN: 00288397) will retire by rotation at the forthcoming
Annual General Meeting and being eligible, offers himself for re-appointment. The
Board recommends the re-appointment of Mr. Akshay Ranjan Raheja as a Non- Executive
Director on the Board.
CORPORATE SOCIAL RESPONSIBILITY
The 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 and the Companies (Corporate Social Responsibility Policy) Amendment
Rules, 2021 can be accessed on the Company website at the following link
https://www.eihassociatedhotels.
in/-/media/eihassociatedhotels/pdf/policy-and-code-of-conduct/policy-and-code-of-conduct/corporate-social-responsibility-policy/corporate-social-responsibility-policy-updated.pdf
The Report on Corporate Social Responsibility activities for the Financial Year 2022-23
including CSR Policy, composition of CSR Committee is attached in the prescribed format
and forms part of this Report as
Annexure I.
In addition to the mandatory CSR spend in accordance with the Act, during the year, the
Company's Hotels have also taken the following initiatives:
Trident Jaipur celebrated Mother's day with NGO "Save our Soul" Village
by organising several fun activities and arranging lunch and gifts. Hotel also supported
NGO "Manna in the Desert" by gifting tiffin boxes. Kids were invited for flag
hosting on Independence Day and breakfast and lunch was served.
The Oberoi Cecil recycled and donated the left over soap bars, shampoo, shower gels
and body lotions from our guest rooms to needy people.
Trident Udaipur took initiative in cleaning up the lakes in the city four times in
a year. Hotel planted almost 100 saplings which adorned the area near the lake.
AUDIT COMMITTEE
The composition of the Audit Committee is as under:
Name |
Category |
Mr. Surin Shailesh Kapadia, |
Non-executive Independent |
Chairperson |
|
Ms. Radhika Vijay Haribhakti |
Non-executive Independent |
Mr. Shib Sanker Mukherji |
Non-executive Non- |
|
Independent |
Mr. Anil Kumar Nehru |
Non-executive Independent |
Mr. Akshay Raheja |
Non-executive Non- |
|
Independent |
Mr. Sudipto Sarkar |
Non-executive Independent |
For other details relating to the Audit Committee, please refer to the Corporate
Governance Report.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND SENIOR MANAGEMENT
PERSONNELS' APPOINTMENT AND REMUNERATION
The Company's Policy on Directors Appointment and Remuneration ("Directors
Appointment Policy") and Senior
Management & Key Managerial Personnel Appointment and Remuneration Policy
("Senior Management Policy") formulated in accordance with Section 178 of the
Act read with the Regulation 19(4) of the Listing Regulations can be accessed on the
Company's website at the following links: https://www.eihassociatedhotels.in/-/media/
eihassociatedhotels/pdf/policy-and-code-of-conduct/
policy-and-code-of-conduct/other-policies/director-appointment-remuneration-policy-2019.pdf
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eihassociatedhotels/pdf/policy-and-code-of-conduct/
policy-and-code-of-conduct/other-policies/eah-senior-management-kmp-appointment-and-remuneration-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 shall be able to positively carry out their
supervisory role in the management and the general affairs of the Company;
assessing the individual against a range of criteria including but not limited
to industry experience, background, and other qualities required to operate successfully
in the position with due regard to the benefits of diversity of the Board;
the extent to which the individual is likely to contribute to the overall
effectiveness on the Board and work constructively with other Directors; the skills
and experience an individual brings to the role and how these will enhance the skill sets
and experience of the Board as a whole; the nature of positions held by an
individual including directorships or other relationships and the impact they may have on
the Directors ability to exercise independent judgment; the time commitment
required from a Director to actively discharge his or her duties to the Company. The
salient features of the "Senior Management Policy" are as under:
The objective of this Policy is to provide a framework and set standards for the
appointment, remuneration and termination of Key Managerial Personnel (KMP) and Senior
Managerial Personnel who have the capacity and responsibility to lead the Company towards
achieving its long term objectives, development and growth;
Appointment & Remuneration of Key Managerial
Personnel and Senior Managerial Personnel are aligned with the interests of the Company
and its Shareholders within an appropriate governance framework;
Remuneration is structured to align with the 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.
ENERGY CONSERVATION MEASURES
Focussed energy conservation efforts were maintained throughout the year. Key measures
taken include installation of energy efficient equipment throughout the year. These
include installation of liquid offtake system for LPG, installation of LED based lamps,
replacement of steam based laundry machines with electrically heated machines,
installation of heat pumps for water heating, demand based ventilation system and
economiser in steam boiler. Furthermore, conservation measures in form of tight control of
kitchen and laundry equipment were exercised. Major plant and machinery like elevators,
chillers, boilers, ventilation equipment, etc. were operated with adaptive control in
relation to occupancy and ambient weather conditions. The operation & maintenance
strategy continued to be implemented to ensure that plant and machinery were operated in
most efficient state.
Some of the actions planned for next year are continued replacement of conventional
lamps with energy efficient LED lamps, replacement of pumps to energy efficient pumps,
fuel conversion of boilers from diesel to gas, installation of variable frequency drive
based chiller, conversion of steam based equipment's to electrical based equipment's in
laundry, demand control ventilation system in kitchen and laundry, condensate recovery
system, water flow optimisers, economiser for steam boilers. Additionally, operational
measures and initiatives by energy conservation teams comprising of cross functional
groups, close monitoring & performance evaluation of plant and machinery by conducting
regular self-audits and upgrading plant room equipment.
With various energy conservation measures taken in Financial Year 2022-23, we were able
to reduce our total absolute energy consumption by about 1.1 million kWh in comparison to
Financial Year 2019-20. These energy savings resulted in the reduction of our carbon
dioxide emissions by about 2,500 tonnes in comparison to Financial Year 2019-20.
TECHNOLOGY ABSORPTION
The Company continues to adopt and use the latest technologies to improve the
efficiency and effectiveness of its business operations.
FOREIGN EXCHANGE EARNINGS & OUTGO
During the Financial Year 2022-23, the foreign exchange earnings of the Company were Rs
522.13 Million as against Rs 111.26 Million in the previous year. The expenditure in
foreign exchange during the Financial Year 2022-23 was Rs 38.50 Million compared to Rs
26.42 Million in the previous year.
AUDITOR AND AUDITOR'S REPORT
At the 39th Annual General Meeting of the Company held on 26th
July 2022, the Shareholders approved the re-appointment of M/s Deloitte Haskin & Sells
LLP (FRN: 117366 W/W-100018) as the Statutory Auditors of the Company to hold office for
another term of five consecutive years from the conclusion of the 39th Annual
General Meeting till the conclusion of the 44th Annual General Meeting to be
held in 2027.
The Report of Auditors does not contain any qualification, reservation, adverse remarks
or fraud.
SECRETARIAL AUDITORS
In accordance with the provisions of Section 204 of the Act, M/s. JUS & Associates
were appointed as the Secretarial Auditors of the Company for the Financial Year ended 31st
March 2023. The Secretarial Audit Report for the Financial Year 2022-23 submitted by the
Secretarial Auditors does not contain any qualification, reservation or adverse remarks.
The Secretarial Audit Report is annexed and forms part of this Annual Report. The
certificate from the Practicing Company Secretary pursuant to Regulation 34(3) and
Schedule V Para C clause (10) (i) of the
Listing Regulations with respect to non-disqualification of Directors of the Company is
also annexed and forms part of this Report.
SECRETARIAL STANDARDS
During the year, the Company has complied with the applicable Secretarial Standards.
RELATED PARTY TRANSACTIONS
The contracts, arrangements and transactions entered into by the Company during the
Financial Year with related parties were in the ordinary course of business and were at
arm's length. During the year, the Company has not entered into any contracts,
arrangements or transactions with Related Parties which could be considered material in
accordance with the Related Party Transaction Policy of the Company. Thus, there are no
transactions which are required to be reported in Form AOC-2 pursuant to Section 134(3)(h)
of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.
The Policy on Related Party Transactions approved by the Board can be accessed on the
Company's website at the following link https://www.eihassociatedhotels.
in/-/media/eihassociatedhotels/pdf/policy-and-code-of-conduct/policy-and-code-of-conduct/other-policies/
eah-rpt-policy-2.pdf
The details of Related Party Transactions are set out in Note no 43 to the Financial
Statements.
ANNUAL RETURN
In accordance with Section 92(3) of the Act read with rules made thereunder, the Annual
Return of the Company in Form MGT-7 has been placed on the website of the Company viz.
https://www.eihassociatedhotels.in/-/
media/eihassociatedhotels/pdf/investor/annual-reports/ mgt-7-eiha-22-23-for-website.pdf
LOANS, GUARANTEES OR INVESTMENTS
During the year 2022-23, the Company has not given any loan or made any investment or
provided any guarantee in terms of Section 186 of the Companies Act, 2013.
DEPOSITS
During the year, the Company did not accept any deposits from the public.
VIGIL MECHANISM/ WHISTLEBLOWER POLICY
The Company has a Whistle Blower Policy in place for its Directors and Employees to
report concerns about unethical behaviour, actual or suspected fraud or violation of the
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 to the Chairperson of the Audit Committee. The Whistle
Blower Policy can be accessed on the Company's website at the link
https://www.eihassociatedhotels.in/-/media/
eihassociatedhotels/pdf/policy-and-code-of-conduct/
policy-and-code-of-conduct/other-policies/whistle-blower-policy-2019.pdf
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
The Company has no subsidiaries, associates or joint ventures.
DIRECTORS' / KEY MANAGERIAL PERSONNELS' ("KMP") REMUNERATION
All the Directors of the Company are Non-Executive Directors, except Mr. Vikramjit
Singh Oberoi, who is the Managing Director. Mr. Vikramjit Singh Oberoi does not draw any
remuneration from the Company:
a) The percentage increase in remuneration of CFO and CS, in the Financial Year are as
under:
Sl Name No |
Total Remu- neration 2023-23 |
Total Remu- neration 2021-22 |
Percentage Increase/ (Decrease) |
|
(Rs Million) |
(Rs Million) |
|
1 Chief Financial Officer |
9.27 |
7.37 |
25.78 |
2 Company Secretary |
3.09 |
2.86 |
- |
b) the percentage increase in the median remuneration of the employees in the Financial
Year is -6.68%;
c) the number of permanent employees on the rolls of the Company at the end of the
Financial Year are 1,023;
d) the average percentile increase in remuneration of the employees in the Financial
Year 2022-23 was 8.7%;
It is hereby affirmed that the remuneration of Directors and Key Managerial Personnel
are as per the Remuneration Policy of the Company.
INTERNAL FINANCIAL CONTROL SYSTEMS AND RISK MANAGEMENT SYSTEMS
Compliances of Internal Financial Controls and Risk Management Systems are given in the
Management Discussion & Analysis Report.
BOARD EVALUATION
The Company has a Board Evaluation Policy for evaluation of the Chairperson, individual
Directors, Committees and the Board. An independent external agency was engaged by the
Company for the Board Evaluation for the Financial Year 2022-23. The external agency has
interacted with the Board Members covering various aspects of the Board's functioning,
Board culture, performance of specific duties by Directors and contribution to the Board
proceedings.
The process of review of Non-Independent Directors, the Chairperson, the Board as a
whole and also its Committees were undertaken in a separate meeting of Independent
Directors held on 13th March 2023 without the attendance of Non-Independent
Directors and members of the management. The Independent Directors also assessed the
quality, quantity and timeliness of information required for the Board to perform its
duties properly.
The Directors have expressed their satisfaction with the evaluation process conducted
by the independent external agency.
Based on the findings from the evaluation process,
Board will continue to review its procedures, processes and effectiveness of Board's
functioning, individual Directors effectiveness and contribution to the Board's
functioning in the Financial Year 2023-24 with a view to practice the highest standards of
Corporate Governance.
COST RECORDS
The Company is not required to maintain cost records in accordance with Section 148 of
the Act read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 as the
services of the Company are not covered under these rules.
SIGNIFICANT AND MATERIAL ORDERS, IF ANY
During the Financial Year, there were no significant and material orders passed by the
Regulators or Courts or Tribunals impacting the going concern status and the Company's
operation in future.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has a policy for prevention of sexual harassment of women employees at the
workplace. In accordance with the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH Act") and rules made thereunder, the
Company has constituted an Internal Complaint Committee (ICC) in all its hotels.
Details of Complaints are provided in the Corporate Governance Report.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the
Companies Act, 2013 read with sub-rule(2) of Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 will be provided to members on request.
CAUTIONARY STATEMENT
Risks, uncertainties or future actions could differ materially from those expressed in
the Directors' Report and the Management Discussion and Analysis. These statements are
relevant on the date of this report. We have no obligation to update or revise these
statements, whether as a result of new information, future developments or otherwise.
Therefore, undue reliance should not be placed on these statements.
ACKNOWLEDGEMENT
The Board takes this opportunity to thank all employees for their commitment,
dedication and co-operation.
|
|
For and on behalf of the Board |
|
Arjun Singh Oberoi |
Vikramjit Singh Oberoi |
Date: 16th May 2023 |
Director |
Managing Director |
Place: New Delhi |
DIN:00052106 |
DIN:00052014 |
|