Directors Report of EIH Associated Hotels Ltd.

Mar 31, 2022

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:

		INR in Million
Particulars	^^^¦2021-22	2020-21
Total Revenue	1,977.73	1,044.50
Earnings Before Interest, Depreciation, Taxes and Amortisations (EBIDTA)	348.54	(157.26)
Interest and Finance Charges	3.38	5.30
Depreciation and Amortisation Expenses	156.94	169.63
Exceptional Item -Profit/(Loss)	(4.32)	(39.27)
Profit/(Loss) before Tax	183.90	(371.46)
Tax including Deferred Tax	55.08	(104.04)
Profit/(Loss) after Tax	128.82	(267.42)
Other Comprehensive Income/(Loss), net of tax	7.13	3.28
Total Comprehensive Income/(Loss)	135.95	(264.14)
Balance brought forward	1,071.83	1,335.97
Dividend on Equity Shares	-	-
Dividend Distribution Tax	-	-
Impact on adoption of Ind AS 116	-	-
Balance carried forward in Retained Earnings	1,207.78	1,071.83

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.

AUDIT COMMITTEE
The composition of the Audit Committee is as under:
• Mr. Surin Kapadia	- Independent Director
Chairperson
• Ms. Radhika Haribhakti	- Independent Director
• Mr. Anil Nehru	- Independent Director
• Mr. Sudipto Sarkar	- Independent Director
• Mr. Lakshminarayan Ganesh	- Independent Director*
• Mr. Akshay Raheja	- Non-Independent Nonexecutive Director
• Mr. Shib Sankar Mukherji	- Non-Independent Non executive Chairman

*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 34^th 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 34^th Annual general meeting till the conclusion of the 39^th 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 39^th Annual General Meeting scheduled in

2022 till the conclusion of the 44^th 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:

f.1. Name No	Total Remuneration 2021-22 (INR in Million)	Total Remuneration 2020-21(INR in Million)	Percentage Increase/ (Decrease)
1 Chief Financial Officer	7.37	6.82	8.06%
2 Company Secretary*	2.86	3.95	-
3 Company Secretary**	0.87	-	-
* Ms. Indrani Ray was Company Secretary till November 18, 2021 ** Mr. Tejasvi Dixit appointed as Company Secretary w.e.f November 19, 2021

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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Mar 31, 2019

DIRECTORS'' REPORT

The Board presents the Thirty-sixth Annual Report together with the Audited Financial Statement and the Auditor''s Report in respect of the Financial Year ended 31st March, 2019.

Financial Highlights

The financial highlights are set out below:

	Rupees in Million
	2018-19	2017-18
Total Revenue	2737.00	2692.67
Earnings Before Interest, Depreciation, Taxes and Amortizations (EBIDTA)	730.41	731.45
Interest and Finance Charges	4.34	3.97
Depreciation and Amortization Expenses	142.62	140.88
Profit before Tax	583.45	586.60
Tax including Deferred Tax	204.07	208.66
Profit after Tax	379.38	377.94
Other Comprehensive Income/(Loss), net of tax	(1.14)	(0.60)
Total Comprehensive Income	378.24	377.34
Balance brought forward	907.07	694.75
Dividend on Equity Shares	137.11	137.11
Dividend Distribution Tax	28.18	27.91
Balance carried forward in Retained Earnings	1120.02	907.07

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 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;

a) 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

b) 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 Financial Year 2018-19 as well as the future outlook.

Corporate Governance Report

In accordance with Regulation 34(3) read with Schedule V(C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Report on Corporate Governance along with the Auditor''s Certificate is attached and forms part of this Report.

Dividend

The Board recommends a Dividend of '' 4.50 per equity share of '' 10 each for the Financial Year 2018-19 for approval by the Shareholders at the forthcoming Annual General Meeting. The dividend, if declared at the forthcoming Annual General Meeting will be paid on 31st July, 2019 to those Shareholders whose names appear in the Register of Shareholders/ Beneficial Owners as on 22nd July, 2019. In accordance with the Income Tax Act, 1961, the tax on dividend will be borne by the Company.

Board Meetings

During the year, seven Board Meetings were held ie. on 18th April, 2018, 28th May, 2018, 3rd August, 2018, 27th September, 2018, 31st October, 2018, 31st January, 2019 and 29th March, 2019.

Directors

In accordance with Regulation 17(1A) of the Listing Regulations, the Shareholders, by passing a special resolution by way of postal ballot and remote e-voting on 16th March, 2019 approved the continuation of Mr. P.R.S. Oberoi (DIN: 00051894) as the Non-executive Chairman on the Board of the Company on and after 1st April, 2019, notwithstanding that he has attained the age of 75 (seventy-five) years.

Mr. Anil Kumar Nehru (DIN: 00038849), a Non-executive Independent Director was re-appointed on the Board for a second term of 5 (five) consecutive years with effect from 1st April, 2019 up to 31st March 2024, notwithstanding that he has attained the age of 75 (seventy-five) years. In accordance with Regulation 17(1A) of the Listing Regulations, the Shareholders have approved re-appointment of Mr. Anil Kumar Nehru by passing a special resolution by way of postal ballot and remote e-voting on 16th March, 2019.

Mr. Sudipto Sarkar (DIN 00048279) and Mr. L. Ganesh (DIN: 00012583), Non-executive Independent Directors'' first term in office expires on 8th August, 2019. The Nomination and Remuneration Committee and the Board at their respective Meetings held on 28th May, 2019, noted that the above Non-executive Independent Directors are highly renowned professionals drawn from diverse fields, who bring with them a wide range of skills and experience to the Board, which enhances the quality of the Board''s functioning and its decision making process. The Company and the Board has immensely benefitted from their vast experience, knowledge and strategic insights on various matters relating to the Company''s business. Considering the enormous contributions of the Directors to the functioning and performance of the Company, the Board was of unanimous view that it will be in the best interest of the Company to re-appoint them as Non-executive Independent Directors for a second term of 5 (five) consecutive years.

Taking into account the outcome of the Performance Evaluation Report of the aforesaid two Independent Directors, the Board of Directors, on the recommendation of the Nomination and Remuneration Committee, approved and recommended to the Shareholders, the re-appointment of Mr. Sudipto Sarkar and Mr. L. Ganesh as Non-executive Independent Directors on the Board of the Company, not liable to retire by rotation, for a second term of 5 (five) consecutive years from the expiry date of their current term.

At the first meeting of the Board of Directors for the Financial Year 2018-19 held on 18th April 2018, the Independent Directors have confirmed, as required under sub-section (7) of Section 149 of the Act read with Regulation 25(8) of the Listing Regulations 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 declaration 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. S.S. Mukherji retires by rotation at the forthcoming Thirty-sixth Annual General Meeting and being eligible, offers himself for reappointment. The Directors recommend re-appointment of Mr. S.S. Mukherji 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 www.eihassociatedhotels.in.

The Annual Report on Corporate Social Responsibility activities for the Financial Year 2018-19 is given in Annexure 1, which forms a part of this Report. The Annexure also gives the composition of the CSR Committee.

In addition to the mandatory CSR spend in accordance with the Act, during the year, the Company''s Hotels have also taken the following CSR initiatives:

a. The Oberoi Rajvilas, Jaipur extends assistance to "With care" programmes for the under privileged sections of the society. The hotel also supports Mother Teresa Foundation. Staff from the hotel visited schools in nearby villages to spread awareness of environmental conservation, hygiene and wellness.

b. The Oberoi Cecil, Shimla extends its support to Sarvodaya Bal Ashram for orphaned children in Shimla. On 15th August, 2018, the hotel organized an annual blood donation camp for the local blood bank. The World Environment Day was commemorated by observing an Environment Week to create awareness on global warming, pollution and ecological balance.

c. Trident Hotels at Agra and Udaipur extend assistance to local chapters of Mother Teresa''s Missionaries of Charity. To commemorate the World Environment Day on 5th June, 2018 with an endeavour to promote a healthier and green environment, Trident Agra pioneered a sapling plantation drive.

d. Trident Jaipur supports Bhavani Child Development Centre, a school for dyslexic children. The school is involved in providing intensive early intervention for children showing signs of developmental delay and exposed to the risk of learning disability.

e. Trident Chennai supported the ''One time use plastic ban'' initiative of the Tamil Nadu Government by organizing awareness programs and campaigns across various communication platforms such as notice boards and television, to make people aware of the products that have been banned by the Government and some of the greener alternatives for plastic products. On World Environment Day, saplings plantation was done by the Trident Chennai team in and around the Hotel. The team visited SOS Children''s Village, Tambaram, with an aim to create awareness amongst young children about the World Environment Day and its importance. Trident Chennai made voluntary contribution towards the Kerala Chief Minister''s Distress Relief Fund for strengthening relief activities for the victims of the devastating Kerala floods in August, 2018.

f. Trident Cochin in association with the other hotels and business organizations in its locality distributed school supplies to the Government Schools in Willingdon Island. This is an yearly event in which the hotel participates and is appreciated and supported by the local community. During the recent Kerala floods, the hotel joined hands with local Government organizations in distributing flood relief materials at relief camps in Kochi.

g. Trident Bhubaneswar commemorated the World Environment Day by initiating a sapling plantation drive among its employees within the sprawling garden area of the hotel. On the eve of Independence Day, children from Asha Kiran and Doughlas Memorial Children''s Home, an orphanage school with which the hotel is associated, were invited for flag hoisting followed by distribution of sweet and clothes.

Audit Committee

The composition of the Audit Committee is as under:

- Mr. Sudipto Sarkar	- Independent Director & Chairperson
- Mr. Anil Nehru	- Independent Director
- Mr. L. Ganesh	- Independent Director
- Ms. Radhika Haribhakti	- Independent Director
- Mr. Akshay Raheja	- Non-executive Non-Independent Director
- Mr. S.S. Mukherji	- Non-executive Non- Independent Director

For other details relating to the Audit Committee, please refer page nos 37.

Company''s Policy on Director Appointment and Remuneration and Senior Management Personnel Appointment and Remuneration.

The Company''s Policy on Director 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 www.eihassociatedhotels.in

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

- The Policy aims to engage Directors (including non-executive and independent nonexecutive 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 of the Board and work constructively with existing 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 Director''s 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 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 general industry 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 incandescent, halogen and CFL lamps with energy efficient LED lamps;

- replacement of old pumps with energy efficient pumps;

- installation of motion sensors to reduce energy for lighting;

- installation of condensate recovery system and

- installation of variable frequency drives for demand based control of high power fans.

In addition to these, various operational measures were taken to reduce energy consumption such as de-scaling of heat exchangers and timely preventive maintenance of equipment to maintain their efficiency.

Actions planned for the next year include:

- replacement with energy efficient equipment viz. electrically operated chiller, chiller and condenser pumps;

- automation of cooling tower as per ambient temperature, steam boiler, condensate recovery system;

- installation of heat pumps for hot water generation, air blowers for STP;

- installation of rain water harvesting system and

- continued replacement of halogen & CFL lamps to energy efficient LED lamps.

Operational measures like ensuring effective working of energy conservation committees, energy audits, close monitoring & control of energy consumption will be continued.

Foreign Exchange earnings & outgo

During the Financial Year 2018-19, the foreign exchange earnings of the Company amounted to '' 810.55 Million as against '' 794.93 Million in the previous year. The expenditure in foreign exchange during the Financial Year 2018-19 was '' 88.30 Million compared to '' 60.93 Million in the previous year.

Auditor and Auditor''s Report

At the 34th 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, (FRN 117366 W/W 100018) ("Deloitte") as the Statutory Auditors of the Company to hold office for 5 (five) consecutive years.

The Report of the Auditors does not contain any qualification, reservation or adverse remark. 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, 2019. The Secretarial Audit Report submitted by the Secretarial Auditors does not contain any qualification, reservation or adverse remark. The Secretarial Auditor''s Report forms part of the Annual Report.

Compliance with 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 which could be considered material in accordance with the Related Party Transactions Policy of the Company. The policy on Related Party Transactions, approved by the Board, can be accessed on the Company''s website www.eihassociatedhotels.in.

The details of Related Party Transactions are as set out in Note no. 38(b) to the Financial Statements.

Extract of Annual Return

The Extract of Annual Return for the Financial Year ended 31st March, 2019 in Form MGT-9 is annexed as Annexure 2.

Loans, Guarantees or Investments

During the year 2018-19, 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/ Whistle blower Policy

In accordance with Section 177(9) of the Act and rules framed thereunder read with Regulation 4(2)(d) and 22 of the Listing Regulations, the Company has a Whistleblower 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 Whistleblower. Disclosures can be made through e-mail or a letter to the Whistle Officer or to the Chairperson of the Audit Committee. The Whistleblower Policy is accessible on the Company''s website www.eihassociatedhotels.in. During the year ended 31st March, 2019 the Company did not receive any complaint under the scheme.

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. Vikram Oberoi, who is the Managing Director. Mr. Vikram 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:

Sl	Name	Total	Total	Percentage
No		Remuneration	Remuneration	Increase
		2018-19	2017-18
		(Rs, Million)	(Rs, Million)
1	Chief Financial Officer	7.80	7.43	4.98
2	Company Secretary	4.26	3.93	8.40

b) the percentage increase in the median remuneration of the employees in the Financial Year is 6.04%;

c) the number of permanent employees on the rolls of the Company as at the end of the Financial Year is 698;

d) the average percentile increase in remuneration of the employees in the Financial Year 2018-19 is 6.9%;

It is hereby affirmed that all remuneration of Directors and KMPs are as per the Remuneration Policy of the Company.

Internal Financial Control Systems and Risk Management Systems

Compliance of the above is given in the Management Discussion & Analysis on page nos. 29 to 31.

Board Evaluation

In accordance with the provisions of the Act and Regulation 17(10) of the Listing Regulations, a Board Evaluation Policy is in place. 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 Financial Year 2018-19. 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 and the Board as a whole and also its Committees were undertaken in a separate meeting of Independent Directors held on 29th March, 2019, 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 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 Financial Year 2019-20 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 the said 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 at the workplace. In accordance with the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Redressal Act") and rules made there under, the Company has constituted an Internal Complaints Committee (ICC) in all its hotels. During the year, the ICC received two complaints, both of which were disposed of within the statutory period. During the year, the Company has duly complied with the Redressal Act.

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 forms 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

Gurugram VIKRAM OBEROI SUDIPTO SARKAR

28th May, 2019 Managing Director Chairperson Audit Committee

---

Mar 31, 2018

The Board presents the Thirty-fifth Annual Report together with the Audited Financial Statement and the Auditor''s Report in respect of the Financial Year ended 31st March, 2018.

Financial Highlights

The financial highlights are set out below:

	Rupees in Million
	2017-18	2016-17
Total Revenue	2692.67	2716.77
Earnings Before Interest, Depreciation, Taxes and Amortizations (EBIDTA)	731.45	810.53
Interest and Finance Charges	3.97	19.26
Depreciation and Amortisation Expenses	140.88	141.93
Profit before Tax	586.60	649.34
Tax including Deferred Tax	208.66	221.54
Profit after Tax	377.94	427.80
Other Comprehensive Income/(Loss), net of tax	(0.60)	(8.06)
Total Comprehensive Income	377.34	419.74
Balance brought forward	694.75	361.68
Dividend on Equity Shares	137.11	30.47
Dividend Distribution Tax	27.91	6.20
Transfer to General Reserve	-	50.00
Balance carried forward	907.07	694.75

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 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 forms part of this report and covers inter alia the performance of the Company during the Financial Year 2017-18 as well as the future outlook.

Corporate Governance Report

In accordance with Regulation 34(3) read with Schedule V(C) of The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Report on Corporate Governance along with the Auditor''s Certificate is attached to this Report.

Dividend

The Board recommends a Dividend of Rs, 4.50 per equity share of Rs, 10 each for the Financial Year 2017-18 for approval by the Shareholders at the forthcoming Annual General Meeting. The dividend, if declared at the forthcoming Annual General Meeting will be paid on 4th August, 2018 to the Shareholders whose names appear in the Register of Shareholders/ Beneficial owners as on 26th July, 2018. In accordance with the Income Tax Act, 1961, the tax on dividend will be borne by the Company.

Directors

Mr. P.R.S. Oberoi and Mr. Akshay Raheja retire by rotation at the forthcoming Thirty-fifth Annual General Meeting. Both Mr. P.R.S. Oberoi and Mr. Akshay Raheja are eligible for reappointment. In accordance with Regulation 36(3) of the Listing Regulations, the particulars of the Directors are given in the annexure to the Notice convening the Annual General Meeting. The Directors recommend re-appointment of Mr. P.R.S. Oberoi and Mr. Akshay Raheja as Directors on the Board.

As required under Section 149(7) of the Act, Mr. Anil Nehru, Mr. L. Ganesh, Mr. Sudipto Sarkar, Mr. Surin Shailesh Kapadia and Ms. Radhika Vijay Haribhakti, the Independent Directors, have given their "declaration of independence" for the Financial Year 2017-18. The Board was also of the opinion that the Independent Directors meet the criteria of independence under sub- section (6) of Section 149 of the Act.

Corporate Social Responsibility ("CSR")

In accordance with Section 135 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company had formulated a Corporate Social Responsibility Policy in 2014-15. The CSR Policy can be accessed on the Company''s website www.eihassociatedhotels.in.

The Annual Report on Corporate Social Responsibility activities for the Financial Year 2017-18 is given in Annexure 1, which forms a part of this Report. The Annexure also gives the composition of the CSR Committee.

In addition to the mandatory CSR spend in accordance with the Act, during the year, the Company''s Hotels have also taken the following CSR initiatives:

a. The Oberoi Rajvilas, Jaipur extends assistance to "With care" programmes for the under privileged sections of the society. The hotel also supports Mother Teresa Foundation. Staff from the hotel visited schools in nearby villages to spread awareness of environmental conservation, hygiene and wellness.

b. The Oberoi Cecil, Shimla extends its support to Sarvodaya Bal Ashram for orphaned children in Shimla. On 15th August, 2017, the hotel organized an annual blood donation camp for the local blood bank. The World Environment Day was commemorated by observing an Environment Week to create awareness on global warming, pollution and ecological balance.

c. Trident Hotels at Agra and Udaipur extend assistance to local chapters of Mother Teresa''s Missionaries of Charity.

d. Trident Jaipur supports Bhavani Child Development Centre, a school for dyslexic children. The school is involved in providing intensive early intervention for children showing signs of developmental delay and exposed to the risk of learning disability.

Audit Committee

The composition of the Audit Committee is as under:

Mr. Sudipto Sarkar - Independent Director & Chairperson

Mr. Anil Nehru - Independent Director

Mr. L. Ganesh - Independent Director

Ms. Radhika Vijay Haribhakti - Independent Director

Mr. Akshay Raheja - Non-executive Non-Independent Director

Mr. S.S. Mukherji - Non-executive Non- Independent Director

For other details relating to the Audit Committee, please refer page nos. 32 and 33.

Company''s Policy on Directors'' Appointment and Remuneration and Senior Management Personnel Appointment and Remuneration

The Company''s Policy on Directors'' Appointment and Remuneration ("Directors'' Policy") was formulated in the year 2014-15 in accordance with Section 178 of the Act. Proviso to sub-section 4 of Section 178 of the Act has been amended by the Companies (Amendment) Act, 2017 with effect from 7th May, 2018 and no longer requires the entire policy to be disclosed in the Board Report but only the salient features of the policy and the changes, if any, along with the web address where the policy is placed.

The salient features of the Directors'' Policy areas under:

- The Policy aims to engage Directors (including non-executive and independent nonexecutive 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 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 of the Board and work constructively with existing 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 Director''s ability to exercise independent judgment;

- the time commitment required from a Director to actively discharge his or her duties to the Company.

The Directors'' Policy can be accessed on the Company''s website www.eihassociatehotels.in

The Senior Management & Key Managerial Personnel (excluding Executive Directors) Appointment and Remuneration Policy (the "Senior Management Policy") was formulated in the year 2014-15. 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 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 Senior Management Personnel 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 general industry for applicable roles;

- Executives performing similar complexity of jobs are paid similar compensation.

The remuneration paid by the Company is categorized under the following major heads:

Total Fixed Cost: This includes basic salary, other cash allowances, perquisites and retirement benefits;

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

The sum total of the Total Fixed Cost and Variable Cost is called the Cost to Company in the relevant executive''s remuneration package.

The Senior Management Policy can be accessed on the Company''s website www.eihassociatedhotels.in

Energy Conservation Measures

Energy conservation measures continue to be a focus area for the Company. Measures taken during the year include:

- replacement of incandescent, halogen and CFL lamps with energy efficient LED lamps;

- replacement of old pumps with energy efficient pumps;

- installation of variable frequency drives in ventilation fans and cooling tower fans;

- installation of motion sensors to reduce energy for lighting;

- installation of condensate recovery system and

- installation of digital timers in exhaust fans.

Besides, various operational measures undertaken to reduce energy consumption include:

- de-scaling of heat exchangers and timely preventive maintenance of equipment to maintain their efficiency

- energy audit and thermograph to avoid extra consumption of energy

Actions planned for the next year include:

- replacement of old sewage treatment plants;

- installation of variable frequency drives for ventilation fans and cooling towers;

- continued replacement of halogen & CFL lamps with energy efficient LED lamps.

Operational measures at hotels driven by focused energy conservation committees continue to closely monitor and control energy conservation.

Foreign Exchange earnings & outgo

During the Financial Year 2017-18, the foreign exchange earnings of the Company amounted to '' 794.93 Million as against '' 873.79 Million in the previous year. The expenditure in foreign exchange during the Financial Year 2017-18 was '' 60.93 Million compared to '' 28.88 Million in the previous year.

Auditors

At the 34th 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, (FRN 117366 W/W 100018) ("Deloitte") as the Statutory Auditors of the Company to hold office for 5 (five) consecutive years, subject to ratification by Shareholders in every Annual General Meeting.

The first proviso to sub-section (1) of Section 139 of the Act which mandates that the Company shall place matter relating to such appointment for ratification by Shareholders at every Annual General Meeting has been omitted by the Companies (Amendment) Act, 2017 effective 7th May, 2018. Therefore, for the Financial Year 2018-19 and thereafter, ratification of Auditors'' appointment every year at the Annual General Meeting is no longer required.

Secretarial Auditor

In accordance with the provisions of Section 204 of the Companies Act, 2013, the Company had appointed M/s JUS & Associates as Secretarial Auditors for the Financial Year ended 31st March, 2018. The Secretarial Auditor''s Report submitted by the Secretarial Auditor does not contain any qualification, reservation or adverse remark. The Secretarial Auditor''s Report forms part of the Annual Report.

Compliance with Secretarial Standards

During the year, the Company has duly complied with the applicable Secretarial Standards. Related Party Transactions

The contracts or arrangements or 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 or arrangement or transaction with Related Parties which could be considered material in accordance with the Related Party Transactions policy of the Company. The policy on Related Party Transactions, as approved by the Board, can be accessed on the Company''s website www.eihassociatedhotels.in.

The details of Related Party Transactions are as set out in Note no. 37 to the Financial Statement.

Extract of Annual Return

The Extract of Annual Return for the Financial Year ended 31st March, 2018 in Form MGT-9 is annexed as Annexure 2.

Loans, Guarantees or Investments

During the year 2017-18, 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 has not accepted any deposit from the public.

Vigil Mechanism/ Whistle blower Policy

In accordance with Section 177(9) of the Act and rules framed there under read with Regulation 4(2)(d) and 22 of the Listing Regulations, the Company has a Whistleblower Policy in place for its Directors and Employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct, "The Oberoi Dharma". The policy provides for protected disclosures that can be made by a whistle blower through e-mail or a letter to the Whistle Officer or to the Chairperson of the Audit Committee. The Whistleblower Policy is accessible on the Company''s website www.eihassociatedhotels.in. During the year ended 31st March, 2018, the Company did not receive any complaint under the scheme.

Board Meetings

The Board met on five occasions during the Financial Year, ie. on 29th May, 2017, 4th August, 2017, 31st October, 2017, 31st January, 2018 and 28th March, 2018.

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. Vikram Oberoi, who is the Managing Director. Mr. Vikram 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:

Sl No	Name	Total Remuneration 2017-18 ('' million)	Total Remuneration 2016-17 ('' million)	Percentage Increase
1.	Chief Financial Officer	7.43	6.74	10.2%
2.	Company Secretary	3.93	3.79	3.7%

b) the percentage increase in the median remuneration of the employees in the Financial Year is 11.82%;

c) the number of permanent employees on the rolls of the Company as at the end of the Financial Year is 733;

d) the average percentile increase in remuneration of the employees in the Financial Year 2017-18 is 9.09%;

It is hereby affirmed that all remuneration of Directors and KMPs are as per the Remuneration Policy of the Company.

Internal Financial Control Systems and Risk Management Systems

Compliance of the above is given in the Management Discussion & Analysis on page nos. 27 and 28.

Board Evaluation

In accordance with the provisions of the Act and Regulation 17(10) of the Listing Regulations, a Board Evaluation Policy has been put in place. A structured questionnaire 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 Financial Year 2017-18. 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 and the Board as a whole and also its Committees were undertaken in a separate meeting of Independent Directors held on 28th March, 2018, 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 and Non-Executive Directors and Independent Directors. The Meeting also assessed the quality, quantity and timeliness of the flow of information required for the Board to perform its duties properly.

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.

Based on the findings from the evaluation process, the Board will continue to review its procedures and effectiveness in the Financial Year 2018-19 with a view to practicing the highest standards of Corporate Governance.

Significant and Material orders, if any

During the Financial Year 2017-18, 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 at the workplace. In accordance with the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under, the Company has constituted an Internal Compliant Committee (ICC) in all its hotels. During the year, the ICC received five complaints. All complaints have been disposed of within the statutory period.

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 forms 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

Gurugram VIKRAM OBEROI P.R.S. OBEROI

28th May, 2018 Managing Director Chairman

---

Mar 31, 2017

The Board presents the Thirty-fourth Annual Report together with the Audited Financial Statement and the Auditor’s Report in respect of the Financial Year ended 31st March, 2017.

Financial Highlights

The financial highlights are set out below:

	Rupees in Million
	2016-2017	2015-2016
Total Revenue	2716.77	2482.94
Earnings Before Interest, Depreciation, Taxes and Amortisations (EBIDTA)	810.53	756.81
Interest and Finance Charges	19.26	54.41
Depreciation and Amortisation Expenses	141.93	155.33
Profit before Tax	649.34	547.07
Tax including Deferred Tax	221.54	157.68
Profit after Tax	427.80	389.39
Other Comprehensive Income/(Loss), net of tax	(8.06)	(3.30)
Total Comprehensive Income	419.74	386.09
Balance brought forward	361.68	245.61
Dividend on Equity Shares	30.47	182.80
Dividend Distribution Tax	6.20	37.22
Transfer to General Reserve	50.00	50.00
Balance carried forward	694.75	361.68

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 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 forms part of this report and covers inter alia the performance of the Company during the Financial Year 2016-2017 as well as the future outlook.

Corporate Governance Report

In accordance with Regulation 34(3) read with Schedule V of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), the Report on Corporate Governance along with the Auditor’s Certificate is also annexed herewith.

Dividend

The Board recommends a Dividend of Rs.4.50 per equity share of Rs.10 each, in respect of the Financial Year 2016-2017. The dividend, if approved at the forthcoming Annual General Meeting will be treated as the Dividend for the Financial Year 2016-2017 and will be paid on 5th August, 2017 to the Shareholders whose names appear in the register of members as at the close of business on 27th July, 2017.

Directors

Mr. S.S. Mukherji retires by rotation at the forthcoming Thirty-fourth Annual General Meeting. He is eligible for reappointment. In accordance with Regulation 36(3) of the Listing Regulations, the particulars of the Director are given in the annexure to the Notice convening the Annual General Meeting. The Directors recommend re-appoinment of Mr. S.S.Mukherji as a Director on the Board.

Mr. Surin Shailesh Kapadia was appointed as an Independent Director on the Company’s Board with effect from 5th August, 2016, subject to approval by the Shareholders at the forthcoming General Meeting. Mr. Kapadia will be appointed as regular director at the Thirty-fourth Annual General Meeting.

As required under Section 149(7) of the Act, Mr. Anil Nehru, Mr. L. Ganesh, Mr. Sudipto Sarkar, Mr. Surin Shailesh Kapadia and Ms. Radhika Vijay Haribhakti, the Independent Directors, have given their “declaration of independence” for the Financial Year 2017-2018. The Board was also of the opinion that the Independent Directors meet the criteria of independence under sub-section (6) of Section 149 of the Act.

Corporate Social Responsibility (“CSR”)

In accordance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company had formulated a Corporate Social Responsibility Policy in 2014-2015. The CSR Policy can be accessed on the Company’s website www. eihassociatedhotels.in.

The Annual Report on Corporate Social Responsibility activities for the Financial Year 2016-2017 is given in Annexure I, which forms a part of this Report. The Annexure also gives the composition of the CSR Committee.

In addition to the mandatory CSR spend in accordance with the Act, the Company’s Hotels have also taken the following CSR initiatives:

a. The Oberoi Rajvilas, Jaipur extends assistance to “With care” programmes for the under privileged sections of the society. The hotel also supports SOS Children’s Village at Jaipur and Mother Teresa Foundation. Staff from the hotel visited schools in nearby villages to spread awareness of environmental conservation, hygiene and wellness.

b. The Oberoi Cecil, Shimla extends its support to Sarvodaya Bal Ashram for orphaned children in Shimla. On 15th August, 2016, the hotel organized an annual blood donation camp for the local blood bank. The World Environment Day was commemorated by observing an Environment Week to create awareness on global warming, pollution and ecological balance. The Hotel launched a Mobile Health Unit Project on 9th August, 2016 in collaboration with HelpAge India. The project aims to cover all the rural and urban areas of Shimla district where medical support is limited.

c. Trident Hotels at Agra and Udaipur extend assistance to local chapters of Mother Teresa’s Missionaries of Charity.

d. Trident Jaipur supports Bhavani Child Development Centre, a school for dyslexic children. The school is involved in providing intensive early intervention for children showing signs of developmental delay and exposed to the risk of learning disability.

Audit Committee

The composition of the Audit Committee is as under:

Mr. Sudipto Sarkar - Independent Director & Chairperson

Mr. Anil Nehru - Independent Director

Mr. L. Ganesh - Independent Director

Ms. Radhika Vijay Haribhakti - Independent Director

[inducted as Member w.e.f. 24th January, 2017]

Mr. Akshay Raheja - Non-executive Non-Independent Director

Mr. S.S. Mukherji - Non-executive Non-Independent Director

[inducted as Member w.e.f. 30th June, 2016]

For other details relating to Audit Committee, please refer page nos. 39 and 40.

Company’s Policy on Directors’ Appointment and Remuneration and Senior Management Appointment and Remuneration

In accordance with Section 178 of the Act read with Regulation 19 of the Listing Regulations, the Company’s Nomination and Remuneration Committee had formulated policies on Directors’ Appointment & Remuneration and on Senior Management Personnel Appointment & Remuneration. The policies are enclosed as Annexures 2 and 3 and form part of this Report. The policies can also be accessed on the Company’s website www. eihassociatedhotels.in.

Energy Conservation Measures

Energy conservation measures continue to be a focus area for the Company. Measures taken during the year include:

- replacement of reciprocating chillers with energy efficient screw chillers

- replacement of steam boilers and pumps with energy efficient machinery

- replacement of fluorescent lamps with energy efficient LED lamps

Besides, various operational measures were taken to reduce energy consumption such as:

- operation control on timing of lighting & other equipments especially in off-season and timely preventive maintenance of equipments to enhance their efficiency

- replacement of energy efficient laundry machines

- energy audit and thermography to avoid extra consumption of energy

Actions planned for next year include:

- installation of heat recovery system for exhaust & fresh air and replacement of treated fresh air units

- installation of energy efficient laundry machines

- continued replacement of fluorescent lamps with LED lamps

- enhancement of sewage treatment plants

- use of recycled water for flushing

Operational measures at hotels driven by focused energy conservation committees continue to closely monitor and control energy conservation.

Foreign Exchange earnings & outgo

During the Financial Year 2016-2017, the foreign exchange earnings of the Company amounted to Rs.873.79 Million as against Rs.1236.49 Million in the previous year. The expenditure in foreign exchange during the Financial Year was Rs.28.88 Million compared to Rs.26.49 Million in the previous year.

Auditors

The Auditors, M/s Ray & Ray (FRN 301072E), Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the Thirty-fourth Annual General Meeting. They are not eligible for re-appointment as the period of 3 years available to them under the third proviso to Section 139 (2) of the Act read with Rule 6 (1) of the Companies (Audit and Auditors) Rules, 2014 (“Rules”) will be exhausted at the conclusion of the Annual General Meeting to be held this August, 2017.

The Board places on record its deep appreciation of the valuable contributions made by M/s Ray & Ray as Statutory Auditors of the Company for over three decades.

In accordance with the provisions of Section 139 (2) of the Act which provides for rotation of Auditors, the Audit Committee and the Board at their respective meetings held on 12th December, 2016, have unanimously recommended to the Shareholders, the appointment of M/s. Deloitte, Haskins & Sells LLP, Chartered Accountants, (FRN 117366 W/W 100018) (“Deloitte”) as the Statutory Auditors of the Company to hold office for 5 (five) consecutive years from the conclusion of the Annual General Meeting scheduled to be held in August 2017 till the conclusion of the Annual General Meeting to be held in the year 2022. This is subject to ratification by Shareholders at every Annual General Meeting.

Deloitte has given a written consent to the Company for appointment as Auditors. Deloitte has also given a certificate that they satisfy the criteria prescribed in Section 141 of the Act and their appointment, if made, shall be in accordance with the conditions laid down under the Act and Rules.

Secretarial Auditor

In accordance with the provisions of Section 204 of the Act, the Company had appointed M/s JUS & Associates as Secretarial Auditors for the Financial Year ended 31st March, 2017. The Secretarial Auditor’s Report forms part of the Annual Report.

Related Party Transactions

The contracts or arrangements or 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 or arrangement or transaction with Related Parties which could be considered material in accordance with the Related Party Transactions policy of the Company. The policy on Related Party Transactions, as approved by the Board, can be accessed on the Company’s website www.eihassociatedhotels.in.

The details of Related Party Transactions are as set out in Note no. 40 to the Financial Statements.

Extract of Annual Return

The Extract of Annual Return for the Financial Year ended 31st March, 2017 in Form MGT-9 is annexed as Annexure 4.

Loans, Guarantees or Investments

During the Financial Year 2016-2017, the Company has not given any loan or made any investment or provided any guarantee in terms of Section 185 of the Act.

Deposits

During the year, the Company has not accepted any deposit from the public.

Vigil Mechanism/ Whistle blower Policy

In accordance with Section 177(9) of the Act and rules framed thereunder read with Regulation 4(2)(d) and 22 of the Listing Regulations, the Company has a Whistleblower 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 that can be made by a whistle blower through e-mail or a letter to the Whistle Officer or to the Chairperson of the Audit Committee. The Whistleblower Policy is accessible on the Company’s website www.eihassociatedhotels.in. During the year ended 31st March, 2017, the Company did not receive any complaint under the scheme.

Board Meetings

The Board met six times during the Financial Year, ie. on 24th May, 2016, 5th August, 2016, 4th November, 2016, 12th December, 2016, 24th January, 2017 and 27th March, 2017.

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. Vikram Oberoi, who is the Managing Director. Mr. Vikram 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:

Sl No	Name	Total Remuneration 2016-2017 (Rs. Million)	Total Remuneration 2015-2016 (Rs. Million)	Percentage Increase
1.	Chief Financial Officer	6.74	5.93	13.66%
2.	Company Secretary	3.79	2.75	37.82%

b) the percentage increase in the median remuneration of the employees in the Financial Year is 11.34%;

c) the number of permanent employees on the rolls of the Company at the end of the Financial Year is 746;

d) the average percentile increase made in salaries of the employees in the Financial Year is 8.5%;

It is hereby affirmed that all remuneration of Directors and KMPs are as per the Remuneration Policy of the Company.

Internal Financial Control Systems and Risk Management Systems

Compliance of the above is given in the Management Discussion & Analysis on page nos. 34 and 35.

Board Evaluation

In accordance with the provisions of the Act and Regulation 17(10) of the Listing Regulations, a Board Evaluation Policy has been put in place. A structured questionnaire 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 Financial Year 2016-2017. Based on the responses received, the Board as a whole, the Committees, the Chairperson and individual Directors were separately evaluated at the Meeting of the Independent Directors and at the Meeting of the Board of Directors.

The process of review of Non-Independent Directors and the Board as a whole and also its Committees were undertaken at a separate meeting of Independent Directors held on 27th March, 2017, 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 and Non-Executive Directors and Independent Directors. The Meeting also assessed the quality, quantity and timeliness of flow of information required for the Board to perform its duties properly. 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.

Based on the findings from the evaluation process, the Board will continue to review its procedures and effectiveness in the Financial Year 2017-2018 with a view to practising the highest standards of Corporate Governance.

Significant and Material orders, if any

During the Financial Year 2016-2017, 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.

Sexual Harassment

Four complaints were received during the Financial Year 2016-2017.

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 forms 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

Gurugram VIKRAM OBEROI P.R.S. OBEROI

29th May, 2017 Managing Director Chairman

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Mar 31, 2015

The Board presents the Thirty-second Annual Report together with the Audited Statement of Accounts and the Auditor's Report in respect of the year ended 31st March, 2015.

Financial Highlights

The financial highlights are set out below:

Rupees in Million

2014-2015 2013-2014

Total Revenue 2315.35 2163.79

Earnings Before Interest, Depreciation, Taxes and 677.75 627.63

Amortisations (EBIDTA)

Interest and Finance Charges 88.56 111.29

Depreciation 189.58 134.04

Profit before Tax 399.61 382.30

Tax including Deferred Tax 152.34 146.69

Profit After Tax 247.27 235.61

Balance brought forward 116.01 22.34

Carrying amount of Fixed Assets where 88.24 - remaining useful life as on 01.04.2014 is Nil

Dividend on Equity Shares 91.40 91.40

Dividend Distribution Tax 18.61 15.54

Transfer to General Reserve 25.00 35.00

Balance carried forward 140.03 116.01

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 profit of the Company for the year;

c) the Directors have taken proper and sufficient care in maintaining adequate accounting records in accordance with provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts of the Company on a "going concern" basis;

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

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

Performance

The annexed Management Discussion and Analysis forms a part of this report and covers, inter alia the performance of the Company during the financial year 2014-2015 as well as the future outlook.

In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance along with the auditor's certificate is also annexed herewith.

Dividend

The Board recommends a dividend of Rs. 3.00 per equity share of Rs. 10.00 each in respect of the financial year 2014-2015. The dividend, if approved at the forthcoming Annual General Meeting, will be paid on 8th August, 2015 to shareholders whose names appear on the register of shareholders at the close of business on 23 rd July, 2015. As per the Income Tax Act, 1961, the tax on the dividend will be borne by the Company.

Directors

The tenure of Mr. Vikram Oberoi, Managing Director, expires at close of business on 22nd June, 2015. The Board recommends renewal of his appointment, as Managing Director, for a further period of five years effective 23rd June, 2015. Mr. Vikram oberoi will not receive any remuneration. The re-appointment requires the approval of the shareholders for which a Resolution has been included in the Notice convening the Annual General Meeting.

Mr. S.S. Mukherji retires by rotation at the forthcoming thirty-second Annual General Meeting. He is eligible for re-appointment. the Directors recommend re-appointment of Mr. Mukherji as a Director on the Board. the particulars of the Director are given in the Annexure to the Notice convening the Meeting.

Mr. Rajan Raheja, a Non-Executive Non-Independent Director resigned from the Board, effective 28th April, 2015. the Board of Directors wish to place on record its deep appreciation of the valuable contributions made by Mr. Raheja during his tenure of directorship in the Company.

Mr. Akshay Raheja has been appointed as a Non-executive Non-Independent Director on the Company's Board, effective 28th May, 2015.

Ms. Radhika Vijay Haribhakti was appointed by the Board as an Additional Director on 8th August, 2014. Pursuant to sections 149 and 152 read with schedule IV of the Companies Act, 2013 and Clause 49II(B)(3) of the Listing Agreement, Ms. Haribhakti was proposed to be appointed as an Independent Director for a term of five years subject to approval of the shareholders by means of postal ballot. Ms. Radhika Vijay Haribhakti's appointment was confirmed by the shareholders by passing a resolution by way of postal ballot on 22nd May, 2015.

Mr. Anil Nehru, Mr. L. Ganesh, Mr. Sudipto Sarkar and Mr. Rajesh Kapadia were appointed as Independent Directors for a term comprising of five consecutive years by the shareholders at the Annual General Meeting held on 8th August, 2014.

The Board was of the opinion that the aforesaid Directors meet the criteria of independence under sub-section (6) of Section 149 of the Act. They have also confirmed that they would give a declaration of independence as required under sub-section (7) of section 149 of the Companies Act, 2013 at the first meeting of the Board held in every financial year.

Key Managerial Personnel

Mr. Samidh Das was appointed as the Chief Financial officer of the Company with effect from 1st December, 2014.

Corporate Social Responsibility

In accordance with section 135 read with Companies (Corporate social Responsibility Policy) Rules, 2014, the Company has formulated a Corporate social Responsibility Policy.

The details of the Policy and the Annual Report on Corporate social Responsibility activities on or after 1st April, 2014 are given in the attached Annexure 1 which forms part of this report. The Annexure also gives the composition of the CSR Committee. The policy can be accessed on the Company's website www.eihassociatedhotels.in

The Company's hotels have also undertaken a number of other CSR initiatives.

The Oberoi Rajvilas, Jaipur extends assistance to "With Care" programmes for the under privileged sections of society. The hotel also supports sos Children's Village at Jaipur and Mother Teresa Foundation. staff from the hotel visited schools in nearby villages to spread awareness of environmental conservation, hygiene and wellness.

The Oberoi Cecil, Shimla extends its support to Sarvodaya Bal Ashram for orphaned children in Shimla. On 15th August 2014, the hotel organised an annual blood donation camp for the local blood bank. The World Environment Day was commemorated by observing Environment Week to create awareness about global warming, pollution and ecological balance.

Trident Hotels in Agra and Udaipur extend assistance to local chapters of Mother Teresa's Missionaries of Charity.

Trident Jaipur supports Bhavani Child Development Centre, a school for dyslexic children. The school is involved in providing intensive early intervention for children showing signs of developmental delay and exposed to the risk of learning disability. Trident Jaipur also conducted 'Hunar Se Rozgar Tak' training scheme ("HsRT") which is a Government of India initiative to promote skill development in hospitality trade courses. students were imparted training on different operational departments of the hotel.

Audit Committee

The Composition of the Audit Committee is as under:

* Mr. Anil Nehru - Independent Director & Chairperson

* Mr. L.Ganesh - Independent Director & Member

* Mr. Rajesh Kapadia - Independent Director & Member

* Mr. Sudipto Sarkar - Independent Director & Member

* Mr. Rajan Raheja - Non-executive Non-Independent Director & Member [resigned from Directorship w.e.f. 28th April, 2015]

For other details relating to Audit Committee, please refer page 42

Company's Policy on Directors' Appointment and Remuneration and Senior Management Appointment and Remuneration.

In accordance with Section 178 of the Act read with clause 49 IV of the Listing Agreement, the Company's Nomination and Remuneration Committee has formulated a policy on Directors' Appointment and Remuneration and senior Management Personnel Appointment and Remuneration. The policies are enclosed as Annexures 2 and 3 and form part of this report.

Energy Conservation Measures

Energy conservation measures continue to be a focus area for the Company. Measures taken during the year include:

* replacement of incandescent, halogen and CFL lamps with energy efficient LED lamps

* replacement of reciprocating chillers with energy efficient screw chillers

* installation of variable frequency drives in exhaust fans and chilled water pumps

* installation of dimmers to reduce energy for lighting

* installation of occupancy sensors at the rear end of house areas and

* installation of digital timers on exhaust fans.

Besides these, various operational measures were taken to reduce energy consumption such as operation control on timing of lighting and other equipment, especially in off-season and timely preventive maintenance of equipment to enhance their efficiency.

Actions planned for next year include:

* replacement of old elevator machinery with energy efficient machinery

* installation of variable frequency drives for Air Handling Units (AHU)

* continued replacement of halogen and CFL lamps with energy efficient LED lamps.

operational measures at hotels driven by focussed energy conservation committees continue to closely monitor and control energy consumption.

Foreign Exchange Earnings and Outgo

During the financial year 2014-2015, the foreign exchange earnings of the Company amounted to Rs. 1,233.40 million as against Rs. 1,088.33 million in the previous year. The expenditure in foreign exchange during the financial year was Rs. 24.36 million as compared to Rs. 24.45 million in the previous year.

Auditors

The auditors of the Company, Messrs. Ray and Ray, Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. Confirmation has been received from the auditors that if reappointed, their appointment will be within the prescribed limits. The Directors recommend the re-appointment of the auditors of the Company for the financial year 2015-16.

Secretarial Auditor

In accordance with section 204 of the Companies Act, 2013, the Company had appointed JUS & Associates as secretarial Auditors for the financial year ended 31st March, 2015. The Secretarial Auditor's report is annexed as Annexure 4.

Contracts or Arrangements

The contracts or arrangements or transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis. During the year, the Company had not entered into any contract or arrangement or transaction with related parties which could be considered material in accordance with the policy of the Company on related party transactions. The policy on Related Party Transactions as approved by the Board may be accessed on the Company's website www.eihassociatedhotels.in

The related party transactions are as set out in Note 39 to the Financial statements.

Extract of Annual Return

The Extract of Annual Return for the financial year ended 31st March, 2015 in Form MGT-9 is annexed as Annexure 5.

Loan, Guarantees or Investments

During the year 2014-2015, the Company has not given any loan or made any investment or provided any guarantee in terms of section 185/186 of the Companies Act. 2013.

Deposits

During the year, the company has not accepted any deposits.

Vigil Mechanism

In accordance with section 177(9) of the Act read with clause 49 (II)(F) of the Listing Agreement, Company has formulated a Whistle Blower Policy for its Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's fundamental code of conduct and the The Oberoi Dharma. The policy provides for protected disclosures which can be made by a whistle blower through e-mail or a letter to the Whistle officer or to the Chairperson of the Audit Committee. the Whistle Blower Policy may be accessed on the Company's website www.eihassociatedhotels.in. During the year ended 31st March, 2015, no complaints were received.

Board Meetings

During the year, the Company held five Board Meetings on 29th May, 2014, 8th August, 2014, 31st october, 2014, 29th January, 2015 and 25th March, 2015 respectively.

Subsidiaries, Associates and Joint Ventures

the Company has no subsidiary, associate and Joint Venture.

Directors/ Key Managerial Personnel ("KMP") Remuneration

All the Directors of the Company are Non-executive Directors, except Mr. Vikram oberoi, who is the Managing Director. Mr. Vikram 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:

S. Name Total Total Percentage No Remuneration Remuneration Increase 2014-15 2013-14 (Rs. Million) (Rs. Million)

1. Chief Financial officer 1.51* Nil N.A.

2. Company secretary 2.29 2.19 4.72

* The Chief Financial Officer was appointed w.e.f. 1st December, 2014.

b) The number of permanent employees on the rolls of the Company as at the end of the Financial Year 2014-2015 is 723;

c) The average increase in remuneration of the employees in the Financial Year 2014-15 over 2013-14 is 5.80%.

d) The remuneration of KMPs are considered as per the common remuneration policy followed for other senior executives. Increase in remuneration is sanctioned by the Management based on the Company performance and individual performance. Performance of the Company is given in page 1 of the Directors' Report as well as in Management Discussion and Analysis. Individual change in remuneration is given in page 33.

e) the percentage increase in the median remuneration of the employees in the Financial Year 2014-2015 is 2.89%.

f) The market capitalisation of the Company as at the end of the Financial Year 2014-2015 increased by Rs. 189.05 crores. The PE ratio as at the close of the Financial Year 2014-2015 was 27.34 as against 20.69 in the previous Financial Year 2013-2014, based on closing price of the Company's shares on BSE on 31/03/2015 and 31/03/2014 respectively.

The Company's current market capitalisation stands at Rs. 609.36 crores, based on opening share price as on date at the BSE.

It is hereby affirmed that all remuneration of Directors and KMPs are as per the Remuneration Policy of the Company.

Adequacy of internal Financial Control Systems and Risk Management

Compliance of the above is given in the Management Discussion & Analysis at page no 38.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a Board Evaluation Policy has been put in place. A structured questionnaire 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. Based on the responses received, the Board as a whole, the Committees, the Chairperson and individual Directors were separately evaluated in a separate meeting of the Independent Directors and in a Board Meeting.

The process of review of Non-Independent Directors and the Board as a whole and its committees was undertaken in a separate meeting of Independent Directors 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 and Non-executive Directors and Independent Directors. The meeting also assessed the quality, quantity and timeliness of the flow of information required for the Board to perform its duties properly. The entire Board of Directors, excluding the Director being evaluated, evaluated the performance of each Independent Director.

The Directors have expressed their satisfaction with the evaluation process.

Based on the findings from the evaluation process, the Board will continue to review its procedures and effectiveness in the financial year ahead with a view to practising the highest standards of corporate governance.

Significant and Material orders, if any

During the 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.

Sexual Harassment

No complaints were received during the year 2014-2015.

Particulars of Employees

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014 is provided in Annexure 6 and forms a part of this Report.

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.

The Board takes this opportunity to thank all employees for their commitment, dedication and co-operation.

For and on behalf of the Board

New Delhi VIKRAM OBEROI P.R.S. OBEROI 28th May, 2015 Managing Director Chairman

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Mar 31, 2013

The Board presents the Thirtieth Annual Report together with the Audited Statement of Accounts and the Auditor''s Report in respect of the year ended 31st March, 2013. the financial highlights are set out below:

Rupees in million

2012-2013 2011-2012

total Revenue 2129.53 1904.54

Earnings Before Interest, Depreciation, taxes and 644.70 576.63 Amortisations (EBIDTA)

Finance Costs 215.28 274.11

Depreciation & Amortisation 132.45 127.24

Profit Before exceptional Items & taxation 296.97 175.28

exceptional Items 1.13 21.28

Profit Before taxation 298.10 196.56

Deferred tax 93.08 63.01

Profit After tax 205.02 133.55

Dividend on equity shares 30.47 58.76

Dividend Distribution tax 5.18 9.53

transfer to General Reserve 15.00

transfer from General Reserve 50.00

Adjustment pursuant to scheme of Amalgamation 445.99

Profit brought forward 248.96 198.70

Balance carried forward 22.34 248.96

on account of amalgamation of Island Hotel Maharaj Limited, the Company''s wholly-owned subsidiary, with the Company with effect from 1st April, 2011, the results pertaining to the year ended 31st March, 2013 are not comparable with that of the corresponding previous period.

In accordance with the provisions of section 217 (2AA) of the Companies Act, 1956, ("the Act") and based on 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 such 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.

The annexed Management Discussion and Analysis ("MDA") forms a part of this Report and covers, amongst other matters, the performance of the Company during the financial year 2012-2013 as well as the future outlook.

In accordance with the listing agreement with the stock exchanges, the Report on Corporate Governance in accordance with clause 49 of the listing agreement along with the auditor''s certificate are attached.

The Company made a Rights Issue of 10,881,481 equity shares of face value Rs. 10 at a premium of Rs. 90 per share (issue price of Rs. 100 per equity share). For every existing 9 equity shares, 5 shares were issued as Rights.

The Rights Issue opened for subscription on 26th September, 2012. Equity shares were allotted to eligible shareholders, in consultation with BSE Limited on 21st October, 2012. The equity shares became eligible for trading on the stock exchange effective 26th october, 2012.

Out of the Rs. 1,088.15 million raised through the Rights Issue, Rs. 108.81 million was credited to share capital and Rs. 979.34 million to the securities premium account. Rights Issue expenses of Rs. 28.33 million have been adjusted against securities premium account. Thus, the Company''s equity share capital increased from Rs. 195.87 million to Rs. 304.68 million. The securities premium account increased from Rs. 126.00 million to Rs. 1,077.01 million.

The Board thanks all shareholders for their overwhelming support to the Rights Issue.

During the year, Island Hotel Maharaj Limited ("IHML") was amalgamated with the Company pursuant to a Scheme of Amalgamation ("Scheme") under Sections 391 to 394 of the Companies Act, 1956. The Scheme was approved by the Hon''ble High Court at Madras on 6th February, 2013. The amalgamation was effective from 1st April, 2011 ("Appointed Date"). The entire undertaking of IHML including Trident, Cochin stands transferred to and vested in the company as a going concern on the Appointed Date. Due to the amalgamation, the authorised capital of the Company increased to Rs. 850.00 million comprising of 75,000,000 equity shares of Rs. 10 each and 1,000,000 redeemable preference shares of Rs. 100 each.

Pursuant to the Scheme, the unabsorbed brought forward loss of IHML amounting to Rs. 505.25 million as on the Appointed Date was adjusted against the ''Surplus in the Statement of Profit and Loss'' of the Company.

In view of the above and in spite of the current year''s profit after tax of Rs. 205.02 million, the Board of Directors were restricted to recommend a dividend of Rs. 1 per equity share (10%) on the enhanced equity capital of the Company for the financial year 2012-13. This dividend is equivalent to 15.56% on the equity capital prior to the Rights Issue.

The dividend, if approved at the forthcoming Annual General Meeting, will be paid on Friday, 9th August, 2013, to shareholders whose names appear on the register of shareholders at the close of business on Wednesday, 24th July, 2013. The dividend will be paid to shareholders on the enhanced share capital post the Rights Issue. As per the Income Tax Act, 1961, the tax on the dividend will be borne by the Company.

Energy conservation and responsible environmental practice continues to be an area of focus for the Company. During the year, the Company has started utilising

wind power at its hotel in Chennai. Energy conservation measures taken during the year include replacement of old chillers with energy efficient chillers, installation of energy efficient air blowers and cooling towers, replacement of halogen lights with low power LEDs and compact fluorescent lights and sourcing of wind based and renewable biomass based power.

Measures planned include installation of dedicated boilers for kitchen equipment so as to reduce operating hours of the main boiler, installation of energy efficient hot water circulation pumps, replacement of halogen lights with low power LEDs and compact fluorescent lights and operational control on equipment and lighting to save power.

During the financial year 2012-2013, the foreign exchange earnings of the Company amounted to Rs. 1,225.19 million as against Rs. 1,133.13 million in the previous year. The expenditure in foreign exchange during the financial year was Rs. 76.97 million as compared to Rs. 76.79 million in the previous year.

Mr. Rajan Raheja and Mr. L. Ganesh, Directors, retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

Balan Renji & Associates, Chartered Accountants, were the statutory auditors of IHML since its incorporation. The Board recommends to the shareholders that Balan Renji & Associates be appointed as branch auditor for Trident, Cochin at the forthcoming Annual General Meeting.

The auditors of the Company, Messrs. Ray & Ray, Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. there are no employees in the Company requiring reporting under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, as amended.

Risks, uncertainties or future actions could differ materially from those expressed in the Directors'' Report and the Management Discussion and Analysis. these forward looking statements are relevant as on the date of this report. We have no obligation to update or revise any forward looking statements, whether as a result of new information, future developments or otherwise, and therefore undue reliance should not be placed on these statements.

The Board takes this opportunity to thank all employees for their commitment, dedication and co-operation.

For and on behalf of the Board

Kolkata VIKRAM oBERoI s.s. MuKHERJI

29th May, 2013 Managing Director Director

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Mar 31, 2012

The Board presents the Twenty-ninth Annual Report together with the Audited Statement of Accounts and the Auditor's Report in respect of the year ended 31st March, 2012.

The financial highlights are as given below:

Rupees in million

2011-12 2010-11

Total Revenue 1,904.54 1,763.42 earnings before Interest, Depreciation,

Taxes and Amortisations (EBIDTA) 576.63 564.84

Interest and Finance Charges 274.11 254.53

Depreciation 127.24 127.45

Profit before tax 175.28 182.86

Exceptional Item 21.28 -

Current tax - 2.40

Deferred tax 63.01 60.29

Profit after tax 133.55 120.17

Dividend on Equity Shares 58.76 48.97

Dividend tax 9.53 7.94

Transfer to General Reserve 15.00 22.98

Profit brought forward 198.70 158.42

Balance carried over 248.96 198.70

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, ("the Act") and, based on 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 such 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.

The annexed Management Discussion and Analysis forms a part of this Report and covers, amongst other matters, the performance of the Company during the Financial Year 2011-2012 as well as the future outlook.

In accordance with the Listing Agreement with the Stock Exchanges, the following are attached:

1. Consolidated Financial Statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 along with the Auditor's Report.

2. The Report on Corporate Governance in accordance with Clause 49 of the Listing Agreement along with the Auditor's Certificate.

The Company proposes to raise an amount not exceeding Rs 1100 Million by issue of Equity Shares on Rights basis. The proceeds of the Rights Issue shall be used for repayment and or pre-payment, in full or in part, of loans availed by the Company and to fund general corporate purposes.

The Company filed a Draft Letter of Offer dated 29th March, 2012 with the Securities and Exchange Board of India (the "SEBI") and Stock Exchanges concerned. Approval from Stock Exchanges have been received. The Draft Letter of Offer is currently under review by SEBI.

The Company also proposes an amalgamation of Island Hotel Maharaj Limited ("IHML"), its Wholly Owned Subsidiary, with the Company to enable their businesses to be carried on more economically and efficiently. The amalgamation would be in the best interests of the Shareholders and creditors of the respective companies.

The Company received a 'No-objection' from Stock Exchanges and is in the process of filing a Scheme of Amalgamation with the Hon'ble High Court of Madras.

The Board recommends a Dividend of Rs 3 per Equity Share in respect of the Financial Year 2011-2012.

The Dividend, if approved at the forthcoming Annual General Meeting, will be paid on Friday, 10th August, 2012, to Shareholders whose names appear on the Register of Shareholders at the close of business on Wednesday, 25th July, 2012. As per the Income Tax Act, 1961, the Tax on Dividend will be borne by the Company.

Energy conservation continues to be a focus area for the Company. All Hotels have energy conservation committees and conduct periodic energy audits. The Company believes in responsible environmental practices and constantly pursues alternative sources of energy. The Company has embarked upon a pilot project on wind energy through investment in a wind energy supplier. The Company intends to expand the use of wind energy to other Hotels.

Energy conservation measures taken during year include installation of variable speed drives and treated fresh air units, additional controls for remote operation and control of HVAC equipments and use of energy efficient LED, fluorescent and IR lamps.

Measures planned include installation of energy efficient chillers and lighting systems and generation of wind and solar power.

During the Financial Year 2011-2012, the Foreign Exchange earnings of the Company amounted to Rs 1133.13 million as against Rs 875.16 million in the previous year. The expenditure in Foreign Exchange during the Financial Year was Rs 63.65 million as compared to Rs 47.44 million in the previous year.

Mr. S.S. Mukherji and Mr. Anil Nehru, Directors, retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

The Central Government has granted general exemption to companies publishing audited Consolidated Financial Statements from attaching copies of the Report and Accounts of their Subsidiary Companies. Therefore, the Report and Accounts of Island Hotel Maharaj Limited, the Subsidiary Company, has not been attached to this Report. The Central Government has, however, prescribed specified information on the Subsidiary Companies to be disclosed as part of its Consolidated Financial Statements. This information has been incorporated on Page 57 of this Annual Report.

Subject to prior arrangement, the Audited Annual Accounts of the Subsidiary Company will be available for inspection by any Shareholder at the Company's Registered Office. Shareholders interested in obtaining a copy of the Audited Annual Accounts of the Subsidiary Company may write to the Company Secretary at the Registered Office of the Company.

The Auditors of the Company, Messrs. Ray & Ray, Chartered Accountants, retire and are eligible for re-appointment.

The information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms a part of this Report.

For and on behalf of the Board

Gurgaon VIKRAM OBEROI P.R.S. OBEROI

28th May, 2012 Managing Director Chairman

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Mar 31, 2011

The Board presents the twenty-eighth Annual Report together with the Audited statement of Accounts and the Auditors Report in respect of the year ended 31st March, 2011.

the fnancial highlights are set out below :

Rupees in million

2010-11 2009-10

total Revenue 1,763.42 1,489.96

earnings before Interest, Depreciation,

taxes and Amortisations (eBIDtA) 561.05 472.21

Interest and Finance Charges 250.69 276.46

Depreciation 127.45 113.83

Proft before tax 182.91 81.92

Current tax 2.45 0.02

Deferred tax 60.29 29.02

Proft after tax 120.17 52.88

Dividend on equity shares 48.97 29.38

Dividend tax 7.94 4.88

transfer to General Reserve 22.98 5.00

Balance carried over 198.70 158.42

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956 ("the Act") and, based on 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 such 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 Proft of the Company for the year;

c) the Directors have taken proper and suffcient 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.

the annexed Management Discussion and Analysis forms a part of this Report and covers, amongst other matters, the performance of the Company during the Financial year 2010-2011 as well as the future outlook.

In accordance with the Listing Agreement with the stock exchanges, the following are attached :

1. Consolidated Financial statements prepared in accordance with the Companies (Accounting standards) Rules, 2006, along with the Auditors Report.

2. the Report on Corporate Governance in accordance with Clause 49 of the Listing Agreement along with the Auditors Certifcate.

the Board recommends a Dividend of Rs. 2.50 per equity share of Rs. 10 in respect of the Financial year 2010-2011.

the Dividend, if approved at the forthcoming Annual General Meeting, will be paid on tuesday, 16th August, 2011 to shareholders whose names appear on the Register of shareholders at the close of business on tuesday, 26th July, 2011. As per the Income tax Act, 1961, the tax on the Dividend will be borne by the Company.

energy conservation and responsible environmental practices continue to be an area of focus for the Company. new technology, equipment and processes are evaluated and energy sources such as solar and wind energy are under active evaluation and implementation. All hotels have energy conservation committees and periodic energy audits.

energy conservation measures taken during the year include installation of variable speed drives, high effciency boilers, occupancy sensors, energy effcient LeD, fuorescent and IR lamps.

Measures planned include installation of heat pipes, additional occupancy sensors, higher effciency air conditioning and more energy effcient lighting systems.

During the Financial year 2010-2011, the Foreign exchange earnings of the Company amounted to Rs. 875.16 million as against Rs. 744.37 million in the previous year. the expenditure in Foreign exchange during the Financial year was Rs. 25.08 million as compared to Rs. 20.83 million in the previous year.

Mr. Rajesh Kapadia and Mr. sudipto sarkar are due to retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

Approval has been received from the Central Government under section 212(8) of the Act exempting the Company from attaching a copy of the Report and Accounts of Island Hotel Maharaj Limited (IHML), its Wholly owned subsidiary. In granting the exemption, the Central Government has directed that specifed information on IHML be separately disclosed as a part of the Consolidated Financial statements. this information has been incorporated on Page 52 of this Annual Report.

subject to prior arrangement, the Audited Annual Accounts of IHML will be available for inspection by any shareholder at the Companys Registered offce. shareholders interested in obtaining a copy of the Audited Annual Accounts of IHML may write to the Company secretary at the Registered offce.

the Auditors of the Company, Messrs. Ray & Ray, Chartered Accountants, retire and are eligible for re-appointment.

During the Financial year 2010-2011, none of the employees of the Company have received remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of employees) Rules, 1975.

the Board takes this opportunity to thank all employees for their commitment, dedication and co-operation.

For and on behalf of the Board

VIKRAM OBEROI P.R.S. OBEROI

Managing Director Chairman

Gurgaon

29th May, 2011

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Mar 31, 2010

The Board presents the Twenty-seventh Annual Report together with the Audited Statement of Accounts and the Auditors Report in respect of the year ended 31st March, 2010.

The financial highlights are set out below :

Rupees in million 2009-10 2008-09

Total Revenue 1,489.96 1,604.89

Earnings before Interest, Depreciation,

Taxes and Amortisations (EBIDTA) 472.21 530.81

Interest and Finance Charges 276.46 272.96

Miscellaneous Expenditure Amortised - -

Depreciation 113.83 115.08

Profit before tax 81.92 142.77

Current tax 0.02 0.03

Deferred tax 29.02 39.44

Fringe Benefit tax - 4.32

Profit after tax 52.88 98.98

Dividend on Equity Shares 29.38 29.38

Dividend tax 4.88 4.99

Transfer to General Reserve 5.00 5.00

Balance carried over 158.42 144.80

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 ("the Act"), and based on 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 such 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, to the best of their knowledge and ability, to maintain 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.

The annexed Management Discussion and Analysis forms a part of this Report and covers, amongst other matters, the performance of the Company during the Financial Year under review as well as the future outlook.

In accordance with the Listing Agreement with the Stock Exchanges the following are attached :

1. Consolidated Financial Statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006, along with the Auditors Report.

2. The Report on Corporate Governance in accordance with Clause 49 of the Listing Agreement along with the Auditors Certificate.

The Board recommends a Dividend of Rs. 1.50 per share of Rs. 10 for the Financial Year 2009-2010. The Dividend, if approved at the forthcoming Annual General Meeting, will be paid to those Shareholders whose names appear in the books of the Company at close of business on 9th July, 2010. Based on the provisions of the Income Tax Act, 1961, the Tax on Dividend will be borne by the Company.

Energy conservation measures include the following :

- more efficient controls in hydro pneumatic pumps;

- installation of more energy efficient raw water pumps and sewage treatment plants;

- revamping of ventilation systems;

- replacement of incandescent bulbs with higher efficiency CFL bulbs in guest rooms and public rooms;

- installation of new fan coil units in guest rooms;

- setting up primary and secondary chiller water systems for reducing load on air conditioning plants;

- energy recovery wheels installed on fresh air systems.

Further energy conservation measures that are planned include:

- replacement of incandescent lamps with higher efficiency CFL, LED and IRC lamps in remaining guest rooms and public rooms;

- installation of variable speed drives on air handling units;

- installation of solar water heating systems;

- replacement of boilers with higher efficiency boilers;

- installation of sensors for power saving in guest rooms and other areas.

During the Financial Year 2009-2010, Foreign Exchange earnings of the Company were Rs. 744.37 million against Rs. 910.03 million in the previous year. The expenditure in foreign exchange was Rs. 20.83 million against Rs. 48.75 million in the previous year.

Effective 23rd March, 2010, the Registered Office of Island Hotel Maharaj Limited (IHML), the Companys Wholly Owned Subsidiary, has been shifted from Cochin, Kerala to Chennai, Tamil Nadu.

Approval has been received from the Central Government under Section 212(8) of the Act exempting the Company from attaching a copy of the Report and Accounts of IHML. In granting the exemption, the Central Government has directed that specified information on IHML be separately disclosed as a part of the Consolidated Financial Statements. This information has been incorporated on page 54 of this Annual Report.

Subject to prior arrangement, the Audited Annual Accounts of IHML will be available for inspection by any Shareholder at the Companys Registered Office. Any Shareholder interested in obtaining a copy of the Audited Annual Accounts of IHML can write to the Companys Registrar and Share Transfer Agent.

The tenure of Mr. Vikram Oberoi, Managing Director, expires at close of business on 22nd June, 2010. The Board recommends renewal of his appointment, as Managing Director, for a further period of five years effective 23rd June, 2010. Mr. Vikram Oberoi will not receive any remuneration. The re-appointment requires the approval of the Shareholders for which a Resolution has been included in the Notice convening the Annual General Meeting.

Mr. Rajan Raheja and Mr. L. Ganesh, Directors, are due to retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

The Auditors of the Company, Messrs. Ray & Ray, Chartered Accountants, retire and are eligible for re-appointment.

The information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is annexed.

The Board takes this opportunity to thank all employees for their commitment, dedication and co-operation.

For and on behalf of the Board Mumbai VIKRAM OBEROI P.R.S. OBEROI

27th May, 2010 Managing Director Chairman