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Directors Report of EIH Ltd.

Mar 31, 2015

Dear Members,

The Board presents the Sixty-fifth 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 millions

2014-2015 2013-2014

Total Revenue 13663.09 12789.41

Earnings before Interest, Depreciation, Taxes, Amortisations and Exceptional Items 3059.38 2792.67 (EBIDTA)

Interest and Finance Charges 306.08 406.50

Depreciation 1240.81 991.75

Exceptional Income/(Expenditure) - 118.44

Extra-ordinary Loss - 65.04

Profit before tax 1512.49 1447.82

Current tax 488.42 311.72

Deferred tax 57.74 185.69

Profit after tax 966.33 950.41

Balance brought forward 3252.57 3145.96

Carrying amount of fixed assets where remaining useful life as on 1.4.2014 is Nil 153.67 -

Accumulated balance 4065.23 4096.37

Dividend 628.73 628.73

Dividend tax 86.61 65.07

Transfer to General Reserve 150.00 150.00

Balance carried over 3199.89 3252.57

Directors' Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 ("the Act") and, based upon representations from the Management, the Board states that:

a) in preparing the annual accounts, applicable accounting standards have been followed and there are no material departures;

b) the Directors have selected accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the 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, amongst other matters, the performance of the Company during the financial year 2014-2015 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 (Accounts) Rules, 2014 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.

Dividend

The Board recommends a dividend of ' 1.10 per equity share of ' 2 in respect of the financial year 2014-2015. The dividend, if approved at the forthcoming Annual General Meeting, will be paid on 6th August, 2015 to shareholders whose names appear on the register of shareholders at the close of business on 23rd July, 2015. As per the Income Tax Act, 1961, the tax on the dividend will be borne by the Company.

Directors

During the year, Mr. Rajan Raheja, an Independent Director, resigned from the Board. the Board of Directors wish to place on record their deep appreciation for the valuable contributions made by Mr. Raheja during his tenure as an Independent Director on the Board.

Mr. sudipto sarkar was appointed by the Board as an Independent Director on the Board for a period of five years in the casual vacancy caused due to the resignation of Mr. Rajan Raheja. Mr. sudipto sarkar's appointment was confirmed by the shareholders by passing a resolution by way of postal ballot on 20th May, 2015.

Mr. S.K. Dasgupta, Mr. Anil Nehru, Mr. L.Ganesh, Mrs. Renu Sud Karnad and Mr. Rajeev Gupta were appointed as Independent Directors for a period of five years by the shareholders at the Annual General Meeting held on 6th 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. The aforesaid directors have also confirmed that they meet the criteria of independence as required under sub-section (7) of Section 149 of the Act at the first meeting of the Board every year.

Mrs. Nita Mukesh Ambani retires by rotation at the forthcoming Annual General Meeting and being eligible offer herself for re-appointment. the Directors recommend re-appointment of Mrs. Ambani as a Director on the Board.

Key Managerial Personnel

Mr. Biswajit Mitra was appointed as the Chief Financial Officer of the Company with effect from 29th November, 2014 in place of Mr. Samit Guha who had resigned.

Corporate Social Responsibility

In accordance with section 135 read with the 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.eihltd.com.

The Company's hotels and service units have also taken a number of other CSR initiatives.

The Oberoi Grand, Kolkata contributes used bed and bath linen to sarada seva sangha, Purbanchal udayan sangha and st Joseph's old age home.

The Oberoi Group of Hotels in south Mumbai - The Oberoi and Trident, Nariman Point organise blood donation camps twice a year. The team members of the hotels planted 45 saplings around the hotel periphery to mark the beginning of the environment week in June. The hotel organised, hosts and supports Khazana, a festival of Ghazals. The proceeds from the two day event go to Cancer Patients Aid Association (CPAA) and the Parents Association Thalassemic Unit Trust (PATUT).

The Oberoi Group of Hotels in Gurgaon- The Oberoi and Trident contribute in the form of education, food, midday meals, basic medical facilities etc. to various NGO's. These include Harmony House, Happy school, Ritanjali, ujjawal Niketan and Concern India Foundation.

The Oberoi, Bengaluru nurtures physically challenged girls and economically challenged senior citizens in the Cheshire Home Trust.

The Trident, Bandra Kurla closely works with st Catherine's of sienna Orphanage to fund its developmental activities. The Hotel also closely works with BAPs swaminarayan sanstha, to recycle dry waste of the Hotel.

The Oberoi, Vanyavilas continued to be active in its initiatives toward sustainability and continuity of wildlife in the Ranthambore National Park. The Hotel supplies water to man-made water holes for the animals. The hotel also closely works with an NGO "Tiger Watch" for conservation of tigers in the area.

Audit Committee

The Composition of the Audit Committee is as under:

* Mr. L. Ganesh - Independent Director & Chairperson;

* Mr. Anil Nehru - Independent Director & Member;

* Mr. S.K. Dasgupta - Independent Director & Member; and

* Mr. Arjun Oberoi - Managing Director - Development.

For other details relating to Audit Committee, please refer pages 50 & 51.

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 forms part of this report.

Energy Conservation Measures

During the year, the Company continued its focus on energy conservation.

Measures taken include:

* replacement of incandescent & CFL lamps with energy efficient LED lamps;

* replacement of pumps with energy efficient pumps;

* installation of occupancy sensors;

* installation of primary and secondary pumps in chilled water systems;

* installation of flow controllers;

* installation of variable frequency drives in chilled water systems;

* installation of timers on exhaust fans;

* replacement of cold room cooling towers with energy efficient cooling towers; and

* use of condensate recovery systems for heating.

Besides these, the hotel teams continued their efforts to explore opportunities to reduce energy consumption by:

* controlled use of lighting and other equipment;

* regulating of chilled water set points according to ambient temperature;

* not operating certain guest floor during low occupancy; and

* setting benchmarks for energy consumption by area.

Actions planned for next year are:

* installation of condensate heat recovery for heating;

* continued replacement of incandescent and CFL lamps with energy efficient LED lamps;

* upgrading sewage treatment plants;

* replacing old electrical motors with energy efficient motors;

* installing variable frequency drives for exhaust fans;

* installing flow controllers;

* upgrading building management systems;

* replacing pumps with energy efficient pumps;

* replacing of reciprocating chillers with VRV systems; and

* installing timers for swimming pool pumps.

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

Foreign Exchange Earnings and Outgo

During the financial year 2014-15, the foreign exchange earnings of the Company amounted to ' 5,148 million as against ' 5,765 million in the previous year. The expenditure in foreign exchange during the financial year was ' 573 million as compared to ' 645 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 re-appointment of Ray and Ray as 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 forms part of the Annual Report.

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 are on 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 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.eihltd.com.

The related party transactions are as set out in Note 50 to the standalone financial statement.

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 4.

Loan, Guarantees or Investments

Particulars of loans given, investment made, guarantees given, if any, and the purpose for which the loan or guarantee and investment is proposed to be utilised are provided in the standalone financial statement in note nos 13 & 14.

Deposits

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

Vigil Mechanism

In accordance with the 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 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.eihltd.com. During the year ended 31st March, 2015, no complaints were received.

Board Meetings

During the year, the Company held five Board Meetings on 30th May 2014, 5 th August 2014, 30th october 2014, 28th January 2015 and 24th March 2015 respectively.

Subsidiaries, Associates and Joint Ventures

the Company has three Indian subsidiaries, namely, Mumtaz Hotels Ltd, Mashobra Resort Ltd and Oberoi Kerala Hotels and Resorts Ltd. The Company's overseas subsidiaries are EIH Flight services Ltd, Mauritius, EIH International Ltd, BVI, EIH Holdings Ltd, BVI, EIH Marrakesh Ltd, Marakkesh, J&W Hongkong Limited, Hongkong, EIHH Corporation Limited, Hongkong, EIH Investments N.V., EIH Management services B.V., PT Widja Putra Karya, Indonesia, PT Waka Oberoi Indonesia, Indonesia, PT Astina Graha ubud, Indonesia.

The Company has one Associate Company, EIH Associated Hotels Limited and one Joint Venture, Mercury Car Rentals Private Limited.

A Report on the performance and financial position of each of the subsidiaries, associate and joint venture companies is provided in the Annexure to the consolidated financial statement and hence not repeated here for the sake of brevity. the policy on material subsidiaries as approved by the Board may be accessed on the Company's website www.eihltd.com.

Directors/ Key Managerial Personnel (KMP) Remuneration

During the year, the Board approved variation in the terms of appointment of Mr. S.S. Mukherji, Mr. Vikram Oberoi and Mr. Arjun Oberoi at the Board Meeting held on 24th March, 2015, subject to the approval of shareholders.

The shareholders have since approved variation in the terms of appointment by passing a resolution by way of Postal Ballot and e-voting on 20th May, 2015.

a) Ratio of the remuneration of each Director to the median employees Remuneration for the financial year is as under:

Directors' Median Employees S.No Name of the Director remuneration Remuneration Ratio (Rs. Million) (Rs. Million)



1. Mr. P.R.S Oberoi, 34.15 0.30 112:1 Executive Chairman

2. Mr. S.S Mukherji, 52.02 0.30 171:1 Executive Vice Chairman

3. Mr. Vikram Oberoi, 27.17 0.30 89:1 Managing Director & CEO

4. Mr. Arjun Oberoi, 26.50 0.30 87:1 Managing Director- Development

b) T he percentage increase in remuneration of each Director, CFO,CEO, CS or Manager,if any in the financial year:

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

1. Mr.P.R.S. Oberoi 34.15 31.38 8.82

2. Mr.S.S. Mukherji 52.02 48.93 6.31

3. Mr.Vikram Oberoi 27.17 20.05 35.50

4. Mr.Arjun Oberoi 26.50 19.62 35.05

5. Chief Financial Officer 8.94 9.54* –6.31

6. Company Secretary 6.58 5.97 10.16

c) the number of permanent employees on the rolls of the Company as at the end of financial year is 4267.

d) the average increase in remuneration of employees for the financial year 2014-15 over the previous year is 6.59%.

e) the remuneration of KMP's 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 19.

f) the percentage increase in the median remuneration of employees in the financial year is 7.77%.

g) the market capitalisation of the Company as at 31st March, 2015 increased by Rs 1400.50 crores. The PE ratio as at the close of the financial year is 63.40 as against 43.88 in the previous financial year.

h) the average percentage increase in remuneration of employees of the Company other than the managerial personnel is 6.55. Increase in salaries of Managerial Personnel is 16.55. Average percentage increase in remuneration of all employees other than managerial personnel includes general staff whose number is large. Hence the average is low.

i) the major variable component in the directors remuneration is commission on profit. The commission varies depending on the profit of the Company for the relevant financial year.

j) There are no employees in the Company who are drawing remuneration in excess of the highest paid director during the year.

It is hereby affirmed that the remuneration of Directors and KMP's 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. 43.

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 the separate meeting of the Independent Directors and in the Board Meeting.

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 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 Directors 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

Three complaints were received and disposed off within the statutory period.

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 Annexed 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 any 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

VIKRAM Oberoi P.R.S. Oberoi New Delhi Managing Director and Executive Chairman 30th May, 2015 Chief Executive Officer


Mar 31, 2014

Dear Members,

The Board presents the Sixty-fourth Annual Report together with the Audited Statement of Accounts and the Auditor''s Report in respect of the year ended 31st March, 2014.

The Financial highlights are given below:

Rupees in million 2013-2014 2012-2013

Total Revenue 12789.41 11770.07

Earnings before Interest, Depreciation, Taxes, Amortisations and Exceptional Items (EBIDTA) 2792.67 2443.53

Interest and Finance Charges 406.50 450.13

Depreciation 991.75 1007.48

Exceptional Income/(Expenditure) 118.44 (150.66)

Extraordinary Loss 65.04 116.96

Profit before tax 1447.82 718.30

Current tax 311.72 101.49

Deferred tax 185.69 107.17

Profit after tax 950.41 509.64

Balance brought forward 3145.96 3368.23

Accumulated balance 4096.37 3877.87

Dividend 628.73 514.41

Dividend tax 65.07 67.50

Transfer to General Reserve 150.00 150.00

Balance carried over 3252.57 3145.96

In compliance with General Circular no. 08/2014, dated 4th April, 2014 of the Ministry of Corporate Affairs, Government of India, the Board Report has been prepared in accordance with section 217 of the Companies Act, 1956.

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956 ("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 suffcient 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.

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 2013-2014 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 certifcate.

The Board recommends a dividend of Rs. 1.10 per equity share of Rs. 2 in respect of the financial year 2013-2014.

The dividend, if approved at the forthcoming Annual General Meeting, will be paid on 7th August, 2014 to shareholders whose names appear on the register of shareholders at the close of business on 24th July, 2014. As per the Income Tax Act, 1961, the tax on the dividend will be borne by the Company.

The Company continued to focus on energy conservation measures during the year. Measures include replacement of incandescent lights with low power consumption LeD lights, compact fuorescent and IR lights, installation of motion sensors, installation of solar flms to reduce heat loads, replacement of reciprocating chillers with energy effcient VRV systems, installation of rooftop solar power generation systems, replacement of old boilers with high effciency boilers and installation of high effciency secondary treatment plants with improved recycling. Besides these, operational measures were continued to reduce energy consumption by regulating chiller set points according to ambient temperatures, minimizing steam consumption by optimizing steam utilization in kitchens and laundries and introducing Pressurised natural Gas (PnG) for kitchens.

Some of the actions planned for next year include installation of solar power generation systems, replacement of energy intensive pumps with high effciency pumping systems, replacement of energy intensive fans with energy effcient fans and the increased use of secondary treatment Plant water for cooling towers. operational measures include close monitoring and control of energy consumption and frequent energy audits by the hotel energy Conservation Committee.

During the financial year 2013-14, the foreign exchange earnings of the Company amounted to Rs. 5,765.29 million as against Rs. 4,824.73 million in the previous year. The expenditure in foreign exchange during the financial year was Rs. 645.38 million as compared to Rs. 780.81 million in the previous year.

The Board of Directors of the Company ("the Board") at its Board Meeting held on 25th March, 2014 approved the reappointment of Wholetime Directors, Mr. Vikram oberoi and Mr. Arjun oberoi for a period of 5 (five) years with effect from 1st July, 2014, subject to shareholders approval by postal ballot and e-voting. Pursuant to the Companies (Passing of the resolution by Postal Ballot) Rules, 2011 and circular no. CIR/CFD/DIL/6/2012 dated 13th July, 2012 of the Securities and Exchange Board of India, the shareholders have approved the reappointment of Mr. Vikram Oberoi and Mr. Arjun Oberoi by requisite majority by way of postal ballot and e-voting.

Mr Rajan Raheja has resigned from the Board of Directors of the Company. the Board of Directors place on record its deep appreciation of the valuable services rendered by Mr Raheja during his tenure as an Independent Director on the Board.

Mr. Manoj Harjivandas Modi retires by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment. the Directors recommend reappointment of Mr. Modi as a Director on the Board.

Mr. s.K.Dasgupta, Mr. Anil nehru, Mr. L. Ganesh, Mrs. Renu sud Karnad and Mr. Rajeev Gupta who are already on the Board of the Company as Independent Directors are being appointed in the same position for a period 5 (five) years at the forthcoming Annual General Meeting of the Company pursuant to sub-sections (4) and (10) of section 149 and other applicable provisions, if any, of the Companies Act, 2013. In accordance with sub-section (13) of section 149, these Independent Directors will not retire by rotation. the Company has received notices from shareholder(s) proposing the appointment of Mr. s.K.Dasgupta, Mr. Anil nehru, Mr. L. Ganesh, Mrs. Renu sud Karnad and Mr. Rajeev Gupta as Independent Directors on the Board for a period of 5 years at the forthcoming Annual General Meeting of the Company. the particulars of Directors are given in the Annexure to the Notice.

The Central Government has granted general exemption to the Company to publish audited consolidated financial statements and from attaching copies of the report and accounts of their subsidiary companies subject to the Board''s consent. the Board, having given its consent, the reports and accounts of the subsidiary companies have not been attached to this report. the Board 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 100 of this annual report.

Subject to prior arrangement, the audited annual accounts of the subsidiary companies 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 companies may write to the Company secretary at the registered office of the Company.

The auditors of the Company, Messrs. Ray and Ray, Chartered Accountants, retire and are eligible for re-appointment. they have confrmed that, if reappointed, their appointment will be within the prescribed limits. the Directors recommend their re-appointment as auditors of the Company for the financial year 2014-15.

The information required under Section 217(2A) of the Act together with the Companies (Particulars of employees) Rules, 1975 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 forward looking statements are relevant 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

New Delhi S.K. DASGUPTA S.S. MUKHERJI

30th May, 2014 Director Vice Chairman & Chief Executive Officer


Mar 31, 2013

The Board presents the Sixty-third 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 given below: Rupees in million

2012-2013 2011-2012

Total Revenue 11,770.07 11,622.11

Earnings before Interest, Depreciation, taxes, Amortisations and exceptional Items (EBIDTA) 2,443.53 2,913.70

Interest and Finance Charges 450.13 544.11

Depreciation 1,007.48 931.07

Exceptional Income/Expenditure) (150.66) 111.46

Extra-ordinary Loss 116.96 -

Profit before tax 718.30 1,549.98

Current tax 101.49 193.13

Deferred tax 107.17 132.66

Profit after tax 509.64 1,224.19

Balance brought forward 3,368.23 3,014.72

Accumulated balance 3,877.87 4,238.91

Dividend 514.41 628.73

Dividend tax 67.50 91.95

Transfer to General Reserve 150.00 150.00

Balance carried over 3,145.96 3,368.23

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

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 2012-2013 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 Board recommends a dividend of Rs. 0.90 per equity share of Rs. 2 in respect of the financial year 2012-2013.

the dividend, if approved at the forthcoming Annual General Meeting, will be paid on 7th August, 2013 to shareholders whose names appear on the register of shareholders at the close of business on 24th July, 2013. As per the Income tax Act, 1961, the tax on the dividend will be borne by the Company.

During the year, energy conservation measures were mainly directed towards sourcing environment friendly alternative energy. A solar energy system was commissioned in the new flight kitchen at Delhi Airport. this has substantially reduced the consumption of grid power. As a pilot project, the Company has started using wind power at its flight kitchen in Chennai. the energy conservation measures taken during the year also include installation of more efficient chillers, upgrading of elevators, replacement of incandescent lights with LEDs and compact fluorescent lights.

Measures planned next year include further use of wind energy in hotels in Bangalore and North Mumbai. opportunities for installing solar power are also being actively pursued. Phased replacement of incandescent lights with LEDs and compact fluorescent lights will continue. Conversion of conventional chilled water systems to primary and secondary systems and installation of energy efficient blowers have been planned.

energy conservation continues to be an area of focus for the Company. energy conservation committees have been active at all hotels with the sole responsibility to ensure energy efficient usage. the Company also conducts periodic energy audits.

During the financial year 2012-13, the foreign exchange earnings of the Company amounted to Rs. 4,824.73 million as against Rs. 4,629.69 million in the previous year. the expenditure in foreign exchange during the financial year was Rs. 780.81 million as compared to Rs. 1,042.55 million in the previous year.

the Board of Directors of the Company ("the Board") at its Board Meeting held on 30th January, 2013 had approved variation in the terms of appointment of Mr. P.R.S. Oberoi and Mr. S.S. Mukherji, subject to shareholders approval by postal ballot and e-voting. Pursuant to the Companies (Passing of the resolution by Postal Ballot) Rules, 2011 and Circular No. CIR/CFD/DIL/6/2012 dated 13th July,2012 of the Securities and Exchange Board of India, the shareholders have approved variation in the terms of appointment of Mr. P.R.S. Oberoi and Mr. S.S. Mukherji by requisite majority by way of postal ballot and e-voting.

Mr. Rajeev Gupta was appointed as a Director on the Board on 1st November, 2012 in the casual vacancy caused due to the resignation of Mr. Robert Henry Burns. Pursuant to Section 262 of the Act read with Article 110 of the Articles of Association of the Company, Mr. Rajeev Gupta will hold office of the Director till Mr. Robert Henry Burns normally would have held it.

Mr. Arjun Oberoi, Mr. S.K.Dasgupta and Mr. L. Ganesh retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment. The Directors recommend reappointment of Mr. Arjun oberoi, Mr. S.K. Dasgupta and Mr. L. Ganesh as Directors on the Board.

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 subject to the Board''s consent. The Board, having given its consent, the report and accounts of the subsidiary companies have not been attached to this report. The Board 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 80 of this annual report.

Subject to prior arrangement, the audited annual accounts of the subsidiary companies 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 companies may write to the Company Secretary at the registered office of the Company.

The auditors of the Company, Messrs. Ray and Ray, Chartered Accountants, retire and are eligible for re-appointment. They have confirmed that, if reappointed, their appointment will be within the limits prescribed under Section 224(1B) of the Act. The Directors recommend their re-appointment as auditors of the Company for the financial year 2013-14.

The information required under Section 217(2A) of the Act together with the Companies (Particulars of Employees) Rules, 1975 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 forward looking statements are relevant 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 S.K. DASGUPTA S.S. MUKHERJI

30th May, 2013 Director Vice Chairman & Chief Executive Officer


Mar 31, 2012

The Board presents the sixty-second 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 given below:

Rupees in million 2011-2012 2010-2011

Total Revenue 11,473.32 11,429.49

Earnings before interest, Depreciation, taxes, Amortisations and exceptional items (EBIDTA) 2,913.69 3,325.38

Interest and Finance Charges 544.11 1,551.94

Depreciation 931.07 874.35

Exceptional income/(expenditure) 111.46 (44.18)

Profit before tax 1,549.97 854.91

Current tax 193.13 38.88

Deferred tax 132.66 170.63

Profit after tax 1,224.18 645.40

Dividend 628.73 514.41

Dividend tax 91.94 71.39

Transfer to General Reserve 150.00 128.08

Balance carried over 3,368.24 3,014.73

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

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 and the Auditor's Certifcate.

The Board recommends a Dividend of Rs. 1.10 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 8th August, 2012 to shareholders whose names appear on the Register of shareholders at the close of business on 25th July, 2012. As per the income tax Act, 1961, the tax on the 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 on a pilot project on wind energy through an investment in a wind energy supplier. the Company intends to expand the use of wind energy to other hotels.

Energy conservation measures taken during the year include installation of treated fresh air units with heat pipes, recycling stop water using ultra filtration, installation of water conservation devices in guest bathrooms, replacement of incandescent bulbs with low power consumption LeDs, compact fuorescent and it lights, installation of sensors and enhancement of Building Management systems. installation of variable speed drives on ventilation and exhaust fans, installation of automatic power factor controllers and change to natural gas as fuel instead of LPG/furnace oil. Furthermore, installation of solar based power systems are in progress and are expected to be commissioned in the coming year.

Measures planned for next year include installation of more efficient chillers, upgrading of elevators, installation of energy efficient pumps for swimming pools and replacement of old hot water generators.

During the Financial year 2011-12, the Foreign exchange earnings of the Company amounted to Rs. 4629.68 million as against Rs. 4795.29 million in the previous year. the expenditure in Foreign exchange during the Financial year was Rs. 1042.55 million as compared to Rs. 897.26 million in the previous year.

The Board of Directors of the Company ("the Board") at its Meeting held on 31st October, 2011 appointed Mrs. nita Mukesh Ambani, Mrs. Renu sud Karnad, Mr. Manoj Harjivandas Modi and Mr. Robert Henry Burns as Additional Directors on the Board. Pursuant to section 260 of the Act read with Article 92 of the Articles of Association of the Company they will hold office up to the date of the forthcoming Annual General Meeting of the Company. the Company has received notices from shareholders proposing the appointment of Mrs. nita Mukesh Ambani, Mrs. Renu sud Karnad, Mr. Manoj Harjivandas Modi and Mr. Robert Henry Burns as regular Directors at the forthcoming sixty-second Annual General Meeting of the Company. the particulars of the proposed Directors are given as an Annexure to the notice. the Directors recommend the appointments of Mrs. nita Mukesh Ambani, Mrs. Renu sud Karnad, Mr. Manoj Harjivandas Modi and Mr. Robert Henry Burns as regular Directors on the Board of the Company who are liable to retire by rotation.

The present terms of appointments of Mr. P.R.s. oberoi, Chairman and Chief executive and Mr. s.s. Mukherji, Vice Chairman, will expire on 26th June, 2012. it is proposed to re-appoint Mr. oberoi as executive Chairman for a fresh term of fve years from 27th June, 2012. it is also proposed to appoint Mr. s.s. Mukherji as Vice Chairman on fresh terms and conditions for a period of five years from 27th June, 2012.

Mr. Vikram oberoi and Mr. Anil nehru retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment. the Directors recommend reappointment of Mr. Vikram oberoi and Mr. Anil nehru as Directors on the Board.

The Central Government has granted a general exemption to companies publishing audited Consolidated Financial statements from attaching copies of the Report and Accounts of their subsidiary Companies subject to the Board's consent. the Board, having given its consent, the Report and Accounts of the subsidiary Companies have not been attached to this Report. the Board 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 104 of this Annual Report.

Subject to prior arrangement, the Audited Annual Accounts of the subsidiary Companies will be available for inspection by any shareholder at the Company's Registered office. shareholders interested to obtain a copy of the Audited Annual Accounts of the subsidiary Companies may write to the Company secretary at the Registered office of the Company.

The Auditors of the Company, Messrs. Ray and Ray, Chartered Accountants, retire and are eligible for re-appointment. they have confirmed that, if reappointed, their appointment will be within the limits prescribed under section 224(1B) of the Act. the Directors recommend their re-appointment as Auditors of the Company for the Financial year 2012-13.

The information required under section 217(2A) of the Act together with the Companies (Particulars of employees) Rules, 1975, forms a part of this Report.

The Board thanks all employees for their commitment, dedication and co-operation.

For and on behalf of the Board

Gurgaon S. S. MUKHERJI P. R. S. OBEROI

29th May, 2012 Vice Chairman Chairman and Chief Executive


Mar 31, 2011

The Board presents the Sixty-frst annual Report together with the audited Statement of accounts and the auditors Report in respect of the year ended 31st March, 2011.

The financial highlights are set out below:

Rupees in million 2010-2011 2009-2010

total Revenue 11,429.49 9,072.73

earnings before Interest, depreciation, taxes, amortisations and exceptional Items (eBIdta) 3,340.48 2,579.05

Interest and Finance Charges 1,551.94 1,008.85

depreciation 874.35 680.31

exceptional Income/(expenditure) (44.18) Nil

Profit before tax 870.01 889.89

Current tax 53.98 178.10 chennal deferred tax 170.63 139.52

Profit after tax 645.40 572.27

dividend 514.41 471.54

dividend tax 71.39 76.16

transfer to General Reserve 128.08 100.00

Balance carried over 3,014.73 3,083.21

In accordance with the provisions of Section 217(2aa) of the Companies act, 1956 ("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 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 Company made a Rights Issue of 178,615,442 equity Shares of face value Rs. 2 at a premium of Rs. 64 per equity Share (Issue Price of Rs. 66 per equity Share). the Rights Issue raised Rs. 11,788,619,172. the proceeds will help the Company to substantially reduce debt, bring down interest costs and enhance Profitability.

the Rights Issue opened for subscription on tuesday, 1st March, 2011 and closed on tuesday, 15th March, 2011. equity Shares were allotted to eligible Shareholders, in consultation with the Bombay Stock exchange limited, on Saturday, 26th March, 2011. Such equity Shares became eligible for trading on the Stock exchanges effective wednesday, 30th March, 2011.

out of the Rs. 11,788,619,172 raised through the Rights Issue, Rs. 357,230,884 was credited to Share Capital and Rs. 11,431,388,288 credited to the Securities Premium account. Rights Issue expenses totalling Rs. 111,139,686 have been written off against the Securities Premium account. therefore, the Companys equity Share Capital increased from Rs. 785,907,944 to Rs. 1,143,138,828. the Securities Premium account increased from Rs. 1,053,159,297 to Rs. 12,373,407,899.

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

the Board recommends a dividend of Rs. 0.90 per equity Share of Rs. 2 in respect of the Financial year 2010-2011.

In view of the Rights Issue of equity Shares during the Financial year, the number of equity Shares issued by the Company increased from 392,953,972 to 571,569,414. although the equity Shares were allotted on Saturday, 26th March, 2011, the Shareholders are entitled to a full dividend for the Financial year.

the dividend, if approved at the forthcoming annual General Meeting, will be paid on wednesday, 10th 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 chillers and cooling towers, high effciency boilers, advance evaporative cooling systems, occupancy sensors, energy effcient led, fuorescent and IR lamps.

Measures planned include installation of heat pipes, improved building management systems, more water recycling and conservation devices.

during the Financial year 2010-2011, the Foreign exchange earnings of the Company amounted to Rs. 4795.29 million as against Rs. 3149.09 million in the previous year. the expenditure in Foreign exchange during the Financial year was Rs. 897.26 million as compared to Rs. 716.05 million in the previous year.

Mr. Rajan Raheja and Mr. l. Ganesh are due to 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 the Subsidiary Companies have not been attached to this Report. the Central Government has, however, prescribed specifed information on the Subsidiary Companies to be disclosed as part of its Consolidated Financial Statements. this information has been incorporated on Page 110 of this annual Report.

Subject to prior arrangement, the audited annual accounts of the Subsidiary Companies 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 the Subsidiary Companies can write to the Company Secretary at the Registered offce.

the auditors of the Company, Messrs. Ray and Ray, Chartered accountants, retire and are eligible for re-appointment.

the information required under Section 217(2a) of the act together with the Companies (Particulars of employees) Rules, 1975, forms a part of this Report. however, based on the provisions of Section 219(1)(b) of the act, the Report and accounts that are being circulated to Shareholders do not include the Statement of Particulars of employees under Section 217(2a) of the act. any Shareholder interested in obtaining a copy of the above Statement may write to the Company Secretary at the Registered offce of the Company.

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

For and on behalf of the Board

S. S. MUKHERJI

Vice Chairman

P. R. S. OBEROI

Chairman and Chief Executive

Gurgaon

30th May, 2011


Mar 31, 2010

The Board presents the sixtieth Annual Report together with the Audited statement of Accounts and the Auditors Report in respect of the year ended 31st March, 2010.

The fnancial highlights are set out below:

Rupees in million 2009-2010 2008-2009

Total Revenue 9,072.73 10,784.74

Earnings before interest,

Depreciation, taxes, Amortisations

and exceptional items (eBiDtA) 2,579.05 4,117.29

Interest and Finance Charges 1,008.85 825.03

Depreciation 680.31 542.40

Exceptional income/(expenditure) nil nil

Other Amortisations nil 17.25

Proft before tax 889.89 2,732.61

Current tax 178.10 928.98

Deferred tax 139.52 72.23

Fringe Beneft tax nil 26.98

Profit after tax 572.27 1,704.42

Dividend 471.54 471.54

Dividend tax 76.16 78.86

Transfer to General Reserve 100.00 500.00

Balance carried over 3,083.21 3,158.64

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956 (“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 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 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 2009-10 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. the fnancial results of Mashobra Resort Limited have been consolidated based on unaudited Annual Financial statements.

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. 1.20 per share of Rs. 2 in respect of 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 Register of shareholders of the Company at the close of business on 6th August, 2010. Based on the provisions of the income tax Act, 1961, the tax on Dividend will be borne by the Company.

Energy conservation measures taken during the year include the following:

- Installation of more effcient pumps for hot water circulation;

- More effcient controls in hydropneumatic pumps;

- Replacement of exhaust fans with higher effciency fans;

- Replacement of the air-conditioning system in bars and restaurants with higher effciency systems;

- Replacement of incandescent lights with higher effciency compact fuorescent lights in guest rooms and public rooms;

- Installation of water fow restrictors to reduce water consumption;

- Installation of sensors for power reduction;

- Installation of energy recovery wheels on fresh air systems;

- Installation of energy savers on lighting panels to economise power consumption;

- Increasing the capacity of sewage treatment plants with provision for water recycling;

Further, energy conservation measures that are planned include:

- Installation of variable speed drives on ventilation and exhaust fans;

- Replacement of boilers with higher effciency boilers;

- Installation of solar water heating systems;

- Replacement of incandescent lamps with higher effciency CFL, LED and IRC lamps in guest rooms and other areas;

- Installation of sensors for power saving in guest rooms and public areas;

- Installation of advanced evaporative cooling system for comfort cooling.

During the Financial year 2009-2010, the Foreign exchange earnings of the Company were Rs. 3,149.09 million as against Rs. 5,009.29 million in the previous year. the expenditure in Foreign exchange during the Financial year was Rs. 716.05 million as compared to Rs. 928.09 million in the previous year.

Mr. Arjun oberoi and Mr. s.K. Dasgupta 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 copies of the Reports and Accounts of its subsidiary Companies. Accordingly, the Reports and Accounts of the subsidiary Companies have not been attached to this Report. in granting the exemption, the Central Government has directed that specifed information on the subsidiary Companies be separately disclosed as a part of the Consolidated Financial statements. this information has been incorporated on page 100 in this Annual Report. information relating to Mashobra Resort Limited is based on its unaudited Annual Financial statements.

Subject to prior arrangement, the Audited Annual Accounts of the subsidiary Companies 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 the subsidiary Companies can write to the Company secretary at the Registered office. the Auditors of the Company, Messrs. Ray and Ray, Chartered Accountants, retire and are eligible for re-appointment.

The information required under section 217(2A) of the Act together with the Companies (Particulars of employees) Rules, 1975, forms a part of this Report. However, based on the provisions of section 219(1)(b) of the Act, the Report and Accounts that are being circulated to shareholders do not include the statement of Particulars of employees under section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the above statement may write to the Company secretary at the Registered office of the Company.

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

For and on behalf of the Board

Mumbai s. s. MuKHeRJi P. R. s. oBeRoi

28th May, 2010 Vice Chairman Chairman and Chief

Executive

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