The Board presents the Thirty-ninth Annual Report together with the Audited Financial Statement and the Auditor’s Report for the Financial Year ended on March 31, 2022.
FINANCIAL HIGHLIGHTS
The financial highlights are set out below:
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INR in Million
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Particulars
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^^^Ý2021-22
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2020-21
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Total Revenue
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1,977.73
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1,044.50
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Earnings Before Interest, Depreciation, Taxes and Amortisations (EBIDTA)
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348.54
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(157.26)
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Interest and Finance Charges
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3.38
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5.30
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Depreciation and Amortisation Expenses
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156.94
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169.63
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Exceptional Item -Profit/(Loss)
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(4.32)
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(39.27)
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Profit/(Loss) before Tax
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183.90
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(371.46)
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Tax including Deferred Tax
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55.08
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(104.04)
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Profit/(Loss) after Tax
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128.82
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(267.42)
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Other Comprehensive Income/(Loss), net of tax
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7.13
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3.28
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Total Comprehensive Income/(Loss)
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135.95
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(264.14)
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Balance brought forward
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1,071.83
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1,335.97
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Dividend on Equity Shares
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-
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-
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Dividend Distribution Tax
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-
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-
|
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Impact on adoption of Ind AS 116
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-
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-
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Balance carried forward in Retained Earnings
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1,207.78
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1,071.83
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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 forms part of this report and covers, amongst other matters, the performance of the Company during the FY22 as well as the future outlook.
BUSINESS RESPONSIBILITY REPORT
In accordance with the 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 the Regulation 34(3) read with Schedule V(C) of the Listing Regulations, the report on Corporate Governance along with the certificate from Practicing Company Secretary is attached and forms part of this Report.
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 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 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
Dividend
The company is still recovering from the repeated waves of Covid -19 and there is uncertainty about the future course of the pandemic. The Board of Directors decided not to recommend dividend to the shareholders for the FY22.
Board Meetings
During the year, five Board Meetings were held i.e. on May 04, 2021, July 27, 2021, October 28, 2021, January 28, 2022 and March 14, 2022.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
At the first meeting of the Board of Directors for the FY23 held on May 02, 2022, as required under sub section (7) of Section 149 of the Act read with the Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they meet the criteria of independence required under 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 subregulation (9) of Regulation 25 of the Listing Regulations, was of the opinion that the Independent Directors meet the criteria of independence.
Mr. Lakshinarayan Ganesh (DIN: 00012583), Independent Director, resigned from the Board of Directors of the Company w.e.f. March 07, 2022. The Directors express its deep appreciation and gratitude for the contribution made and guidance provided by Mr. Ganesh during his tenure as member of the Board of Directors.
Mr. Shib Sanker Mukherji retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Directors recommend re-appointment of Mr. Shib Sanker Mukherji as a Director on the Board.
Ms. Indrani Ray (ACS:16826) resigned from the position of the Company Secretary of the Company w.e.f. November 18, 2021, Mr. Tejasvi Dixit (FCS:7168) was appointed as Company Secretary w.e.f. November 19, 2021.
Mr. Prithviraj Singh Oberoi has relinquished his position of Chairman and Director of the Company w.e.f. May 02, 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 May 02, 2022 has appointed Mr. Shib Sanker Mukherji as the Chairman of the Company w.e.f. May 02, 2022.
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/investor_relations/ policy_and_code_of_conduct.asp
The Report on Corporate Social Responsibility activities for the FY22 is attached in the prescribed format and forms part of this report.
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AUDIT COMMITTEE
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The composition of the Audit Committee is as under:
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• Mr. Surin Kapadia
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- Independent Director
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Chairperson
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• Ms. Radhika Haribhakti
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- Independent Director
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• Mr. Anil Nehru
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- Independent Director
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• Mr. Sudipto Sarkar
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- Independent Director
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• Mr. Lakshminarayan Ganesh
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- Independent Director*
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• Mr. Akshay Raheja
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- Non-Independent Nonexecutive Director
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• Mr. Shib Sankar Mukherji
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- Non-Independent Non executive Chairman
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*ceased to be member w.e.f March 07, 2022
For other details relating to the Audit Committee, please refer page no. 72 to 73
COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND SENIOR MANAGEMENT PERSONNEL APPOINTMENT AND REMUNERATION
The Company’s Directors Appointment and Remuneration Policy (Revised) 2019 (“Directors Appointment Policy”) and Senior Management Appointment and Remuneration Policy (“Senior Management Policy”) formulated in accordance with Section 178 of the Act read with the Regulation 19(4) of the Listing Regulations can be accessed on the Company website at the following link https://www.eihassociatedhotels.in/ investor_relations/policy_and_code_of_conduct.asp
The salient features of the Directors Appointment Policy are as under:
• The Policy aims to engage Directors (including nonexecutive 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 the 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 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), Senior Managerial Personnel 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, Senior Managerial Personnel and Core Management Team 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.
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
Focussed Energy Conservation efforts were maintained throughout the year. Several energy saving equipment were installed progressively throughout the year. These include LED lamps, variable frequency drives for ventilation units, energy efficient water pumps, waste heat recovery system for steam, water saving aerators. Inhouse Solar Power Plants
of optimum capacity were installed at Trident Udaipur and Trident Agra.
Furthermore, conservation measures in form of tight operational 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. Guest floors were taken out of service during the period of low occupancies. An operation & maintenance strategy was implemented to ensure periodic maintenance of plant and machinery was carried out. This ensured that all equipment were kept in the most efficient state by performing all necessary routine maintenance.
Some of the actions planned for next year are replacement of remaining conventional lamps with energy efficient LED lamps, installation of demand based ventilation system, installation of energy efficient valves in AHU & TFA, installation waste heat recovery system, installation of variable frequency drives for ventilation units. Additionally, operational measures include overhauling of pumps, initiatives by energy conservation committees comprising of cross functional groups, close monitoring & performance evaluation of plant and machinery by conducting regular self-audits and up gradation of plant room equipment.
With various energy conservation measures taken in FY22, we were able to reduce our total absolute energy consumption by about 7.3 million kWh in comparison to FY20. These energy savings have resulted in reduction of our carbon dioxide emissions by about 4,900 metric tonnes in comparison to
FY20.
FOREIGN EXCHANGE EARNINGS & OUTGO
During the FY22, the foreign exchange earnings of the Company amounted to INR 111.26 million as against INR 47.89 million in the previous year. The expenditure in foreign exchange during the FY22 was INR 26.42 million compared to INR 34.25 million in the previous year.
AUDITOR AND AUDITOR'S REPORT
At the 34th Annual General Meeting of the Company held in year 2017, the shareholders had approved the appointment of M/s Deloittee Haskins & Sells LLP, Chartered Accountants (FRN 117366W/W-100018) (“Deloittee”) as the Statutory Auditors of the Company to hold office for 5 (five) consecutive years from the conclusion of the 34th Annual general meeting till the conclusion of the 39th Annual General Meeting.
In accordance with Section 139 of the Act, the Board at its meeting held on May 02, 2022, have unanimously recommended to the Shareholders the reappointment of Deloitte as the Statutory Auditors of the Company to hold office for another term of 5 (five) consecutive years from the conclusion of the 39th Annual General Meeting scheduled in
2022 till the conclusion of the 44th Annual General Meeting to be held in the year 2027.
Deloitte have given a written consent to the Company for reappointment as Statutory Auditors. They have also given a certificate that they satisfy the criteria prescribed in Section 141 of the Act and the appointment, if made, shall be in accordance with the conditions laid down under the Act and Rules.
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, 2022. The Secretarial Audit Report for the FY22 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 nondisqualification 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 on arm’s length basis. During the year, the Company has not entered into any contract, arrangement or transaction with Related Parties which 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 website at the following link https://www.eihassociatedhotels.in/investor_ relations/policy_and_code_of_conduct.asp
The details of Related Party Transactions are set out in Note no 39 to the Financial Statement.
EXTRACT OF 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.eihassociatedhotels.in
LOANS, GUARANTEES OR INVESTMENTS
During the FY 21-22, the Company has not given any loan or made any investment or provided any guarantee in terms of Section 185 of the Companies Act, 2013.
DEPOSITS
During the year, the Company did not accept any deposits from the public.
VIGIL MECHANISM/ WHISTLEBLOWER POLICY
In accordance with Section 177(9) of the Act and rules framed 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 website at the link https://www. eihassociatedhotels.in/investor_relations/policy_and_code_ of_conduct.asp
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.
During the FY22, the ICC has received two complaints. After investigation the accused terminated from the job immediately. The Company has filed necessary returns as required to be filed under the POSH Act.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
The Company has no subsidiaries, associates or joint ventures.
DIRECTORS/KEY MANAGERIAL PERSONNEL ("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 each director, CFO, CEO, CS or Manager, if any, in the Financial Year:
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f.1. Name No
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Total Remuneration 2021-22 (INR in Million)
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Total Remuneration 2020-21(INR in Million)
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Percentage
Increase/
(Decrease)
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1 Chief Financial Officer
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7.37
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6.82
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8.06%
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2 Company Secretary*
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2.86
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3.95
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-
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3 Company Secretary**
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0.87
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-
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-
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* Ms. Indrani Ray was Company Secretary till November 18, 2021
** Mr. Tejasvi Dixit appointed as Company Secretary w.e.f November 19, 2021
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b) the percentage increase in the median remuneration of the employees in the Financial Year is 12.28%;
c) the number of permanent employees on the rolls of the Company at the end of the Financial Year are 451;
d) the average percentile increase in remuneration of the employees in the FY22 was 5.3;
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
Compliance of 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, a Board Evaluation Policy for evaluation of the Chairperson, individual Directors, 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 members of the Board for the FY22. Board as a whole, the Committees, the Chairperson and individual Directors were also 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 14, 2022, without the attendance of Non-Independent Directors and members of the Management. At the Meeting, the performance of the Chairman of the Company was reviewed taking into account the views of the Executive Director, 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 the effect and handling of COVID-19, Board processes, feedback given through Board evaluation, future growth and strategy of the Company 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 Director’s effectiveness and contribution to the Board’s functioning in the FY22 as well 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.
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 is annexed and form part of this Report.
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 of Directors
New Delhi Vikramjit Singh Oberoi Surin Kapadia
May 02, 2022 Managing Director Chairperson, Audit
Committee
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