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Directors Report of EIH Ltd.

Mar 31, 2023

The Board presents the Seventy Third Annual Report together with the Audited Financial Statements and the Auditor''s Report for the Financial Year ended March 31, 2023.

financial highlights

The financial highlights are set out below:

('' in million)
Particulars	STanDaLone		Consolidated
Year	^\|2022-23	2021-22 \|	2022-23	2021-22
Total Income	18,358.30	9,107.58	20,964.07	10,439.48
Earnings Before Interest, Depreciation, Taxes, Amortisations and Exceptional items (EBIDTA)	6,255.53	298.81	6,750.01	574.16
Finance Costs	291.49	337.90	355.66	348.91
Depreciation	1,152.47	1,148.47	1,261.80	1,242.96
Exceptional Items	(445.76)	(141.80)	(690.31)	552.43
Share of Profit / (Loss) of Associate and Joint Venture Companies			196.76	(357.80)
Profit / (Loss) Before Tax from continuing operations	4,365.81	(1,329.36)	4,639.00	(823.08)
Current Tax	-	21.19	91.76	152.51
Deferred Tax	1,164.12	(168.50)	1,155.58	(135.11)
Profit / (Loss) for the year from continuing operations	3,201.69	(1,182.05)	3,391.66	(840.48)
Profit / (Loss) from discontinued operations before tax			(100.69)	(110.10)
Profit / (Loss) from discontinued operations			(100.69)	(110.10)
Profit / (Loss) for the year			3,290.97	(950.58)
Other Comprehensive Income / (Loss) for the year, net of tax	(102.42)	7.75	187.61	203.00
Total Comprehensive Income / (Loss)	3,099.27	(1,174.30)	3,478.58	(747.58)
Less: Share of Profit / (Loss) of Non-Controlling Interest			147.68	30.40
Total Comprehensive Income / (Loss) attributable to Group from continuing operations			3,430.64	(666.10)
Total Comprehensive Income / (Loss) attributable to Group from discontinued operations			(99.74)	(111.88)
Profit / (Loss) for the Year attributable to the Group			3,145.80	(974.55)
Balance Brought Forward	927.76	2,102.06	1,617.92	2,581.26
Accumulated Balance	4,027.03	927.76	4,807.14	1,617.92
Balance carried over	4,027.03	927.76	4,807.14	1,617.92

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 Management, the Board states that:

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

b) the Directors have selected accounting policies, applied them consistently and made judgements and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for the year;

c) the Directors have taken proper and sufficient care in maintaining adequate accounting records in accordance with 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. These 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. These systems are adequate and are operating effectively.

performance

The annexed Management Discussion and Analysis Report forms part of this report and covers, amongst other matters, the performance of the Company during the FY23 as well as the future outlook.

transfer to reserves

The Company has not transferred any amount to the Reserves for the Financial Year ended March 31, 2023.

business responsibility and sustainability report

The Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached and forms part of this Report.

corporate governance report

The Corporate Governance Report along with the certificate from the Practicing Company Secretary is attached and forms part of this Report.

material changes, if any affecting the financial position of the company which have occurred between the end of the financial year till the date of the report

There are no material changes affecting the financial position of the Company after the closure of the FY23 till the date of this Report.

dividend

The Board recommends a Dividend of '' 1.10 per equity share of '' 2 each for the FY23, for approval by Shareholders at the forthcoming Annual General Meeting.

board meetings

During the year, six Board Meetings were held on May 04, 2022, June 04, 2022, July 27, 2022, November 02, 2022, February 10, 2023 and March 14, 2023.

directors and key managerial personnel

At the first meeting of the Board of Directors for the FY24 held on May 22, 2023, as required under Section 149(7) of the Act read with the Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they meet the criteria of independence required under Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations. The Board, after undertaking due assessment of the veracity of the declarations submitted by the Independent Directors under Section 149(6) of the Act read with Regulation 25(9) of the Listing Regulations, was of the opinion that the Independent Directors meet the criteria of independence.

Mr. Prithviraj Singh Oberoi relinquished his office of Executive Chairman and Director of the Company with effect from May 03, 2022 for health reasons and the Board of Directors at its meeting held on May 04, 2022 had accepted his resignation. The Board expresses its acknowledgement of the energetic entrepreneurship, long-term vision and wise leadership provided by Mr. Prithviraj Singh Oberoi during his several decades'' tenure as a Director of the Company and subsequently as the Chairman of the Board. The Board also expresses its deep appreciation and gratitude to Mr. Prithviraj Singh Oberoi for his immense contributions in elevating EIH Limited to a global luxury hotels company that runs some of the finest hotels in the world, each with an unmatched standard of service.

Subsequently, the Board of Directors, appointed Mr. Prithviraj Singh Oberoi as Chairperson Emeritus for Life in its meeting held on June 04, 2022.

The Board of Directors at its meeting held on May 04, 2022 appointed Mr. Arjun Singh Oberoi as the Executive Chairman of the Company w.e.f. May 04, 2022 for a period of 5 years. The Shareholders, by way of a special resolution passed through postal ballot approved the appointment of Mr. Arjun Singh Oberoi as the Executive Chairman of the Company.

The term of appointment of Mr. Shib Sanker Mukherji as Executive Vice Chairman of the Company concluded on June 26, 2022 and he resigned from the position of Director of the Company w.e.f. June 27, 2022. The Board expressed its gratitude for the immense contribution made and guidance provided by Mr. Shib Sanker Mukherji during his 5 decade long association with the Company. The Board also expressed its appreciation for Mr. Shib Sanker Mukherji valuable guidance over last 2 decades as member of the Board.

The Board of Directors re-appointed Dr. (Ms.) Chhavi Rajawat for a second term as Independent Director of the Company for a further 5 (five) consecutive years with effect from October 30, 2022.

Ms. Nita Mukesh Ambani will retire by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends re-appointment of Ms. Nita Mukesh Ambani as a NonExecutive 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 https://www.eihltd.comA/media/eihltd/pdf-files/polices-and-code-of-conduct/corporate-social-responsibility-policy/eih-csr-policy-18.pdf

The Report on Corporate Social Responsibility activities for the FY23 is attached in the prescribed format as per Annexure - I and forms part of this Report.

During the year the Company was not mandatorily required to spend towards CSR initiatives due to negative average net profits in the preceding three years. However, the Company''s hotels have undertaken the following initiatives:

The Oberoi, Bengaluru supports Cheshire Homes India, which facilitates hearing and speech impaired children a nurturing environment along with means to achieve their goals and ultimately leading a better, brighter and fulfilling life. The Home provides educational, medical and vocational support to these children so that they reach their potentials. On the occasion of Independence Day and our Founder''s birth anniversary, a hotel team went to the campus of Cheshire Homes to deliver lunch boxes. The hotel also contributed to Friends in Need Society, which helps the homeless and the elderly.

The Oberoi Vanyavilas, Ranthambore contributed to Yash Foundation for orphan children. The hotel contributed to Tiger watch NGO to commemorate work done by wildlife warriors and celebrated Ranthambore being a safe heaven for Tigers. The hotel also supported campaign ''Badlega Madhopur'' and took steps to beautify the district and under this initiative the walls of nearby area of Ranthambore called Kherda were painted.

The Oberoi, New Delhi supports Goonj with the team donated clothes, books, shoes and other basic necessities. The hotel also donated clothes to people in need through Natkhat Bachpan. Team members from all departments visited the children at SOS Village They engaged with the children through various learning sessions like career opportunities in hospitality, bed making sessions, table setup, cooking session along with some outdoor games. During Christmas colleagues visited Mother Teresa Home and distributed hampers and sang Christmas carols. The hotel also organised Blood Donation Camps in association with Rotary Blood Bank, Delhi.

audit committee

The composition of the Audit Committee is as under:

â¢ Mr. Rajeev Gupta - Independent Director & Chairperson

â¢ Mr. Sudipto Sarkar - Independent Director

â¢ Mr. Anil Kumar Nehru - Independent Director

â¢ Mr. Sanjay Gopal Bhatnagar - Independent Director

â¢ Mr. Arjun Singh Oberoi - Executive Chairman; and

â¢ Mr. Shib Sanker Mukherji - Executive Vice Chairman¹

*member upto June 26, 2022

For other details relating to the Audit Committee, please refer to the Corporate Governance Report.

company''s policy on directors appointment and remuneration and senior management personnel appointment and remuneration

The Company''s policy on Directors Appointment and Remuneration ("Director 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''s website

https://www.eihltd.com/Vmedia/eihltd/pdf-files/polices-

and-code-of-conduct/other-policies/eiih-director-

appointment-remuneration-policy-revised-2019.pdf

https://www.eihltd.com/Vmedia/eihltd/pdf-files/polices-

and-code-of-conduct/other-policies/sr-management-

policy.pdf.

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

The Salient features of the "Senior Management Policy" are as under:

â¢ The objective of the Policy is to provide a framework and set standards for the appointment, remuneration and termination of Key Managerial Personnel (KM P) and Senior Managerial Personnel, who have the capacity and responsibility to lead the Company towards achieving its long-term objectives, development and growth;

â¢ Appointment & Remuneration of Key Managerial Personnel and Senior Managerial Personnel are aligned to the interests of the Company and its Shareholders within an appropriate governance framework;

â¢ Remuneration is structured to align with the Company''s interests, taking into account the Company''s strategies and risks;

â¢ Remuneration is linked to individual and Company performance which in turn impacts the quantum of variable pay;

â¢ Remuneration is designed to be competitive within the hospitality industry or other industries in general for applicable roles;

â¢ Executives performing similar complexity of jobs are paid similar compensation.

energy conservation measures

Focused energy conservation efforts were maintained throughout the year. Key measures taken include installation of energy efficient equipment throughout the year. These include continued replacement of conventional lamps with LED based lamps, demand based ventilation systems, energy efficient blowers, motion sensor lights in back of house, individual control valves in laundries to optimise steam use, replacement of heat exchanger tubes in boiler, condensate and waste heat recovery systems, power factor improvement systems, energy efficient pumps and energy valves in air handling units.

Furthermore, conservation measures through tight control of kitchen and laundry equipment were exercised. Major plant and machinery like elevators, chillers, boilers, ventilation equipment, etc. were operated with adaptive controls in relation to occupancy and ambient weather conditions. The operation and maintenance strategy continued to be implemented to ensure that plant and machinery were operated in the most efficient state.

Some of the actions planned for next year are continued replacement of conventional lamps with LED lamps, installation of energy efficient pumps, heat pumps, water flow optimisers, variable frequency drive based chillers, energy efficient air blowers, replacement of chiller heat exchanger tubes, energy efficient fans in air handling units, wet bulb based control system for cooling towers, solar water heating system and upgrading steam based laundry machines to electrically heated machines. Additionally, operational measures and initiatives by

energy conservation teams comprising of cross functional groups, close monitoring and performance evaluation of plant and machinery and upgrading plant room equipment.

With various energy conservation measures taken in FY23, we were able to reduce our total absolute energy consumption by about 3.4 million kWh in comparison to FY20. These energy savings resulted in the reduction of our carbon dioxide emissions by about 500 tonnes in comparison to FY20.

technology absorption

The Company continues to adopt and use the latest technologies to improve the efficiency and effectiveness of its business operations.

foreign exchange earnings and outgo

During the FY23, the foreign exchange earnings of the Company were '' 5,379.57 million as compared to '' 1,231.32 million in the previous year. The expenditure in foreign exchange during the Financial Year was '' 406.02 million as compared to '' 62.96 million in the previous year.

auditor and auditor''s report

At the 72^nd Annual General Meeting of the Company held on July 28, 2022 the shareholders approved the reappointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (FRN 117366W/W-100018) as the Statutory Auditors of the Company to hold office for five consecutive years from the conclusion of the 72^nd Annual General Meeting till the conclusion of the 77^th Annual General Meeting to be held in 2027.

The Report of the Auditors does not contain any qualification, reservation, adverse remarks or fraud.

secretarial auditors

In accordance with the provisions of Section 204 of the Act, M/s. JUS & Associates were appointed as the Secretarial Auditors of the Company for the Financial Year ended March 31, 2023. The Secretarial Audit Report for the Financial Year 2022-23 submitted by the Secretarial Auditor does not contain any qualification, reservation or adverse remarks. The Secretarial Audit Report is annexed and forms part of this Report. The certificate from the Practicing Company Secretary pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the Listing Regulations with respect to non-disqualification of Directors of the Company is also annexed and forms part of this Report.

secretarial standards

During the year, the Company has complied with applicable Secretarial Standards.

directors / key managerial personnel (kmp) remuneration

a) In accordance with Section 197 read with Schedule V of the Companies Act, 2013, the Board of Directors in its meeting held on November 02, 2022 on the recommendation of the Nomination and

b)	The ratio of the remuneration of each Director to the median employees remuneration for the Financial Year is as under:
				in million)
	^S,'' Name of the Director No	Directors'' Remuneration	Median Employees Remuneration	Ratio
	1. Mr. Prithvi Raj Singh Oberoi, Executive Chairman*	-	0.35	-
	2. Mr. Shib Sanker Mukherji, Executive Vice Chairman**	2.19	0.35	-
	3. Mr. Arjun Singh Oberoi, Managing Director - Development	45.31	0.35	129:1
	4. Mr. Vikramjit Singh Oberoi, Managing Director & CEO	46.76	0.35	134:1
c)	Directors'' remuneration includes retirement benefits, wherever applicable ceased w.e.f. May 03, 2022 *up to June 26, 2022 The percentage increase in remuneration of each Executive Directors, Chief Financial Officer and Company Secretary in the Financial Year are as under:
				in million)
	^S'' Name No.	Total Remuneration 2022-23	Total Remuneration 2021-22	percentage increase/ Decrease
	1. Mr. Prithvi Raj Singh Oberoi*	-	1.51	-
	2. Mr. Shib Sanker Mukherji#	2.19	6.15	-
	3. Mr. Arjun Singh Oberoi	45.31	11.61	290%
	4. Mr. Vikramjit Singh Oberoi	46.76	11.28	315%
	5. Chief Financial Officer	21.48	18.08	19%
	6. Company Secretary	9.85	5.74	-
	Total remuneration includes retirement benefits, wherever applicable * up to May 03, 2022 # up to June 26, 2022.

related party transactions

The contracts, arrangements and transactions entered into by the Company during the Financial Year with related parties were in the ordinary course of business and were at arm''s length. During the year, the Company has not entered into any contract, arrangement or transaction with Related Parties that could be considered material in accordance with the Related Party Transaction Policy of the Company. Thus, there are no transactions which are required to be reported in Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. The Policy on Related Party Transactions approved by the Board can be accessed on the Company''s website

https://www.eihltd.com/-/media/eihltd/pdf-files/polices-

and-code-of-conduct/related-party-transaction-policy/

eih-rpt-policy-revised_2019.pdf

The details of Related Party Transactions are set out in Note nos. 45 and 43 to the Standalone and Consolidated Financial Statements, respectively.

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.eihltd.com/-/media/eihltd/pdf-files/annual-

reports/annual-report-2022-2023/mgt-7-eih-22-23-for-

website.pdf.

loans, guarantees or investments

Particulars of loans given, investment made, guarantees given, if any and the purpose for which the loan, guarantee and investment will be utilised are provided in the Standalone Financial Statements in Note nos. 8, 13 & 46(b).

deposits

During the year, the Company did not accept any deposits from the public.

vigil mechanism / whistle-blower policy

The Company has a Whistle-Blower Policy in place for its Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct, "The Oberoi Dharma". The Policy provides for protected disclosures for the Whistle- Blower. Disclosures can be made through e-mail or letter to the Whistle Officer or to the Chairperson of the Audit Committee. The Whistle-Blower Policy can be accessed on the Company''s website

https://www.eihltd.com/-/media/eihltd/pdf-files/ polices-and-code-of-conduct/other-policies/ whistleblowerpolicyeih139final.pdf

subsidiaries, associates and joint ventures

Subsidiaries / Joint Ventures

The Company has three Indian subsidiaries which are also Joint Ventures, namely, Mumtaz Hotels Limited, Mashobra Resort Limited and Oberoi Kerala Hotels and Resorts Limited.

The Company''s overseas subsidiaries are EIH International Ltd., BVI, EIH Holdings Ltd., BVI, PT Widja Putra Karya, Indonesia, PT Waka Oberoi Indonesia, Indonesia and PT Astina Graha Ubud, Indonesia.

In accordance with Regulation 16 read with the Regulation 24 of the Listing Regulations, the following unlisted subsidiary of the Company was identified as "material subsidiary" for the Financial Year 2023-24 (based on Income/Net worth in the preceding accounting year 2022-23):

No Name of the subsidiary

Action required / taken under Listing Regulations

1. EIH International

Limited -Based on Net worth

(Foreign Subsidiary)

An Independent Director of EIH Limited is required to be appointed on the Board of EIH International Ltd.

Associates

The Company has two domestic Associate Companies, namely, EIH Associated Hotels Limited (a listed entity) and USmart Education Ltd (an unlisted entity) and one overseas Associate Company, namely, La Roseraie De L''Atlas (which is also a Joint Venture) through its wholly-owned foreign subsidiary.

Joint Ventures

The Company has three Joint Venture Companies, one domestic, namely, Mercury Car Rentals Private Limited and two overseas, namely, Oberoi Mauritius Limited and Island Resorts Limited (Subsidiary of Oberoi Mauritius Limited) through its wholly-owned foreign subsidiary.

A Report on the performance and financial position of each of the Subsidiaries, Associates and Joint Venture Companies is provided in the Annexure to the Consolidated Financial Statements and hence not repeated here for the sake of brevity.

The policy on material subsidiaries can be accessed on the Company''s website:

https://www.eihltd.com/-/media/eihltd/pdf-files/polices-

and-code-of-conduct/other-policies/eih-material-

subsidiaries-policy-revised-2019.pdf

d) The percentage increase in the median remuneration of employees in the Financial Year is -30.51%.

e) The number of permanent employees on the rolls of the Company at the end of the Financial Year are 8,297.

f) The average percentage increase already made in the salaries of employees of the Company other than the managerial personnel in the last Financial Year was 7.00%.

g) The Executive Directors do not receive remuneration or commission from any of the subsidiaries of the Company.

It is hereby affirmed that the remuneration of the Executive

Directors and Key Managerial Personnel are as per the

Remuneration Policy of the Company.

Remuneration Committee revised the remuneration of Mr. Arjun Singh Oberoi and Mr. Vikramjit Singh Oberoi for the FY23. The Shareholders through Postal Ballot have also approved the resolutions with the requisite majority.

internal financial controls and risk management systems

Compliances of Internal Financial Controls and Risk Management Systems are given in the Management Discussion & Analysis Report.

board evaluation

The Company has a Board Evaluation Policy for evaluation of the Chairperson, individual Directors, Committees and the Board. An independent external agency was engaged by the Company for the Board Evaluation for the Financial Year 2022-23. The external agency has interacted with the Board Members covering various aspects of the Board''s functioning, Board culture, performance of specific duties by Directors and contribution to the Board proceedings.

The process of review of Non-Independent Directors, the Chairperson, the Board as a whole and also its Committees were undertaken in a separate meeting of Independent Directors held on March 14, 2023 without the attendance of Non-Independent Directors and members of the management. The Independent Directors also assessed the quality, quantity and timeliness of information required for the Board to perform its duties properly.

The Directors have expressed their satisfaction with the evaluation process conducted by the independent external agency.

Based on the findings from the evaluation process, the Board will continue to review its procedures, processes and effectiveness of Board''s functioning, individual Directors effectiveness and contribution to the Board''s functioning in the Financial Year 2023-24 with a view to practice the highest standards of Corporate Governance.

cost records

The Company is not required to maintain cost records in accordance with Section 148 of the Act read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 as the services of the Company are not covered under these rules.

significant and material orders, if any

During the Financial Year, there were no significant or material orders passed by the Regulators, Courts or Tribunals impacting the going concern status and the Company''s operation in future.

prevention of sexual harassment at the workplace

The Company has a policy for prevention of sexual harassment of its 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) at all its hotels, Oberoi Flight Services (OFS), Oberoi Airport Services (OAS) and its Corporate Office.

Details of Complaints are provided in the Corporate Governance Report.

particulars of employees

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided to members on request.

cautionary statement

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

acknowledgement

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

For and on behalf of the Board

Arjun SingH OBeroi VikRAMjiT SingH OBeroi

Executive Chairman Managing Director & CEO

DIN:00052106 DIN:00052104

The Policy aims to engage Directors (including Non-Executive and Independent Non-Executive Directors) who are highly skilled, competent and experienced persons within one or more fields of business, finance, accounting, law, management, sales, marketing, administration, corporate governance, technical operations or other disciplines related to the business of the Company. The Directors are able to positively carry out their supervisory role in the management and the general affairs of the Company;

â¢ Assessing the individual against a range of criteria including but not limited to industry experience and other qualities required to operate successfully in the position with due regard to the benefits of diversity of the Board;

â¢ The extent to which the individual is likely to contribute to the overall effectiveness on the Board and work constructively with other Directors;

â¢ The skills and experience the individual brings to the role and how these will enhance the skillsets and experience of the Board as a whole;

â¢ 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 judgement;

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

Mar 31, 2022

The Board presents the Seventy Second Annual Report together with the Audited Financial Statement and the Auditorâs Report for the Financial Year ended on March 31, 2022.

FINANCIAL HIGHLIGHTS

The financial highlights are set out below:

(INR in million)
Particulars	Standalone		Consolidated
Year	2021-22	2020-21 \|	2021-22	2020-21
Total Income	9,107.58	4,736.42	10,439.48	5,549.68
Earnings Before Interest, Depreciation, Taxes, Amortisations and Exceptional items (EBIDTA)	298.81	(2,336.73)	574.16	(2,297.86)
Finance Costs	337.90	404.30	348.91	414.82
Depreciation	1,148.47	1,199.62	1,242.96	1,292.63
Exceptional Items	(141.80)	(489.95)	552.43	(24.93)
Share of Profit / (Loss) of Associate and Joint Venture Companies		-	(357.80)	(608.18)
Profit / (Loss) Before Tax from continuing operations	(1,329.36)	(4,430.50)	(823.08)	(4,613.49)
Current Tax	21.19	12.05	152.51	76.48
Deferred Tax	(168.50)	(1,011.31)	(135.11)	(1,082.14)
Profit / (Loss) for the year from continuing operations	(1,182.05)	(3,431.24)	(840.48)	(3,632.76)
Discontinued operations
Profit / (Loss) from discontinued operations before tax			(110.10)	(118.54)
Tax expense of discontinued operations				3.16
Profit / (Loss) from discontinued operations			(110.10)	(121.70)
Profit / (Loss) for the year			(950.58)	(3754.46)
Other Comprehensive Income / (Loss) for the year, net of tax	7.75	30.88	203.00	(84.47)
Total Comprehensive Income / (Loss)	(1,174.30)	(3,400.36)	(747.58)	(3,838.93)
Less: Share of Profit / (Loss) of Non-Controlling Interest		-	30.40	(53.33)
Total Comprehensive Income / (Loss) attributable to Group from continuing operations		-	(666.98)	(3,664.68)
Total Comprehensive Income / (Loss) attributable to Group from discontinued operations			(111.88)	(120.92)
Profit / (Loss) for the Year attributable to the Group		-	(974.55)	(3,697.08)
Balance Brought Forward	2,102.06	5,502.42	2,581	6,236.57
Adjustment for new Ind AS		-		-
Accumulated Balance	927.76	2,102. 06	1,617.92	2,581.26
Adjusted to Opening Retained Earnings
Final Dividend Paid		-		-
Dividend Tax		-		-
Transfer to General Reserve		-
Balance carried over	927.76	2,102.06	1,1617.92	2,581.26

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of the Section 134 (5) of the Companies Act, 2013 (âthe Actâ) 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 loss of the Company for the year;

d) the Directors have prepared the Annual Accounts of the Company on a âgoing concernâ basis;

e) the Directors have laid down internal financial controls to be followed by the Company. These 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. These systems are adequate and are 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 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 (âListing Regulationsâ), 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 the Practicing Company Secretary is attached and forms part of this Report.

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 Company has incurred a loss in the Financial Year, therefore, the Board of Directors has not recommended a dividend to the shareholders for the FY22.

BOARD MEETINGS

During the year, six Board meetings were held on May 07, 2021, July 29, 2021, November 12, 2021, February 03, 2022, March 02, 2022, and March 16, 2022.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the first meeting of the Board of Directors for the Financial Year 2022-23 held on 4^th May 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 sub-regulation (9) of Regulation 25 of the Listing Regulations, was of the opinion that the Independent Directors meet the criteria of independence.

Mr. Lakshminarayan Ganesh (DIN: 00012583), Independent Director, resigned from the Board of Directors of the Company w.e.f. March 07, 2022. The Directors express their

deep appreciation and gratitude for the contribution made and guidance provided by Mr. Lakshminarayan Ganesh during his tenure as member of the Board of Directors.

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

Mr. S.N. Sridhar (FCS 2346) retired from the services of the Company, therefore, he relinquished the position of the Company Secretary w.e.f August 01, 2021, Mr. Lalit Kumar Sharma (FCS 6218) was appointed as Company Secretary w.e.f. August 02, 2021.

Mr. Prithviraj Singh Oberoi has resigned from the position of the Executive Chairman and Director of the Company w.e.f. May 03, 2022 due to his deteriorating health. The Board of Directors at its meeting held on May 04, 2022 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 04, 2022 has appointed Mr. Arjun Singh Oberoi as the Executive Chairman of the Company w.e.f. May 04, 2022 for a period of 5 years, subject to the approval of the Shareholders.

CORPORATE SOCIAL RESPONSIBILITY

The Companyâs 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 Companyâs website https:// www.eihltd.com/-/media/eihltd/pdf-files/polices-and-code-of-conduct/corporate-social-responsibility-policy/eih-csr-policy-18.pdf

The Report on Corporate Social Responsibility activities for the FY22 is attached in the prescribed format and forms part of this report.

During the year the Company was not mandatorily required to spend towards CSR initiatives due to nil average net profits in preceding three years. However, Companyâs hotels have undertaken the following CSR initiatives:

The Oberoi, Bengaluru supports Cheshire Homes India, which provides hearing and speech impaired children a nurturing environment along with means to achieve their goals and ultimately leading a better, brighter and fulfilling life. The Home enables educational, medical and vocational support to handhold these children to reach their potentials. On the occasion of Independence Day and our Founderâs birth anniversary, a hotel team went to the campus of Cheshire Homes to deliver lunch boxes. The hotel also contributed to Friends in Need Society, which helps the homeless and the elderly.

The Oberoi Vanyavilas, Ranthambore contributed to Yash Foundation for orphanage children. Packaged food, sweets, stationary, woolen caps and gloves were distributed to the

children. The hotel team also extended care and comfort by providing fruits to quarantined patients at the Sevika hospital, Ranthambhore.

Trident, Gurgaon helped in opening up a bakery for the children of Pallavanjali Institute - an institute for children with psychological/neurological problems. All support in terms of raw materials and guidance was extended to Pallavanjali.

Maidens Hotels, Delhi lends support to Missionaries of Charity (Mother Teresa) & Delhi Council for Child Welfare (Palna) by providing food and essential items.

The Oberoi, New Delhi supports Goonj with the team donating clothes, books, shoes and other items of basic necessities. The hotel also donated to people in need through Natkhat Bachpan. Team members donated woolens, blankets, shawls and other items. During Christmas colleagues visited the Mother Teresa Home and distributed hampers and sang Christmas carols. The hotel also organised Blood Donation Camps in association with the Rotary Blood Bank, Delhi.

AUDIT COMMITTEE

The composition of the Audit Committee is as under:

â¢ Mr. Rajeev Gupta - Independent Director & Chairperson

â¢ Mr. Sudipto Sarkar - Independent Director

â¢ Mr. Lakshminaryan Ganesh - Independent Director*

â¢ Mr. Anil Kumar Nehru - Independent Director

â¢ Mr. Sanjay Gopal Bhatnagar - Independent Director**

â¢ Mr. Arjun Singh Oberoi - Executive Chairman; and

â¢ Mr. Shib Sankar Mukherji - Executive Vice Chairman *ceased to be member w.e.f March 07, 2022

** appointed as member w.e.f March 16, 2022

For other details relating to the Audit Committee, please refer to the Corporate Governance Report.

COMPANY''S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND SENIOR MANAGEMENT PERSONNEL APPOINTMENT AND REMUNERATION

The Companyâs Directors Appointment and Remuneration Policy (Revised), 2019, (âDirector Appointment Policyâ) and Senior Management Appointment and Remuneration Policy (âSenior Management Policyâ) formulated in accordance with Section 178 of the Act read with the Regulation 19(4) of the listing regulations can be accessed on the Companyâs website https://www.eihltd.com/-/media/eihltd/pdf-files/polices-and-code-of-conduct/other-policies/sr-management-policy.pdf.

The salient features of the Directors Appointment Policy

are as under:

â¢ 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 are able to positively carry out their supervisory role in the management and the general affairs of the Company;

â¢ The extent to which the individual is likely to contribute to the overall effectiveness on the Board and work constructively with other Directors;

â¢ The skills and experience the individual brings to the role and how these will enhance the skillsets and experience of the Board as a whole;

â¢ 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;

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

â¢ The Salient features of the âSenior Management Policyâ are as under:

â¢ 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;

â¢ Appointment & Remuneration of Key Managerial Personnel, Senior Managerial Personnel and Core Management Team are aligned to the interests of the Company and its Shareholders within an appropriate governance framework;

â¢ Remuneration is structured to align with the Companyâs interests, taking into account the Companyâs strategies and risks;

â¢ Remuneration is linked to individual and Company performance which in turn impacts the quantum of variable pay;

â¢ Remuneration is designed to be competitive within the hospitality industry or other industries in general for applicable roles;

â¢ 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, heat pumps for hot water generation, waste heat recovery systems for steam, water saving aerators and sensor based wash basin faucets. Inhouse solar power plants of optimum capacity were installed at The Oberoi Udaivilas and The Oberoi Vanyavilas.

Furthermore, conservation measures in the 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 periods of low occupancy. An operation & maintenance strategy was implemented to ensure periodic maintenance of plant and machinery. This ensured that all equipment was 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 LED lamps, installation of energy valves for air handling units, installation of energy efficient pumps, installation of energy efficient blowers for STP, installation of heat pumps in place of conventional fuel based water heaters, installation of demand based ventilation controls and installation of water flow optimisers in taps. Additionally, operational measures include initiatives by energy conservation committees comprising of cross functional groups, close monitoring and performance evaluation of plant and machinery by conducting regular selfaudits and upgrading plant room equipment where required.

With various energy conservation measures taken in FY22, we were able to reduce our total absolute energy consumption by about 21 million kWh in comparison to FY 20. These energy savings have resulted in the reduction of our carbon dioxide emissions by about 9,400 metric tonnes in comparison to FY 20.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the FY22, the foreign exchange earnings of the Company amounted to INR 1,231.32 million as compared

to INR 378.42 million in the previous year. The expenditure on foreign exchange during the Financial Year was INR 62.96 million as compared to INR 167.74 million in the previous year.

AUDITOR AND AUDITOR''S REPORT

At the 67^th 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 117366W/W-100018) as the Statutory Auditors of the Company to hold office for 5 (five) consecutive years from the conclusion of the 67^th Annual General Meeting till the conclusion of the 72^nd Annual General Meeting.

In accordance with Section 139 of the Act, the Board at its meeting held on May 04, 2022, have recommended to the Shareholders appointment of M/s. Deloitte, Haskins & Sells LLP, Chartered Accountants, (FRN 117366 W/W 100018) (âDeloitteâ) as the Statutory Auditors of the Company to hold office for another term of 5 (five) consecutive years from the conclusion of the 72^nd Annual General Meeting scheduled in 2022 till the conclusion of the 77^th Annual General Meeting to be held in the year 2027.

Deloitte have given a written consent to the Company for reappointment as 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 the 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 Auditor 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 non-disqualification of Directors of the Company is also annexed and forms part of this report.

SECRETARIAL STANDARDS

During the year, the Company has complied with the applicable Secretarial Standards.

RELATED PARTY TRANSACTIONS

The contracts, arrangements and transactions entered into by the Company during the Financial Year with related parties were in the ordinary course of business and were on armâs length basis. During the year, the Company has not entered into any contract, arrangement or transaction with Related Parties that 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 Companyâs website

https://www.eihltd.com/-/media/eihltd/pdf-files/polices-and-code-of-conduct/related-party-transaction-p olicy/eih-rpt-policy-revised_2019.pdf

The details of Related Party Transactions are set out in Note nos. 45 and 43 to the Standalone and Consolidated Financial Statements respectively.

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.eihltd.com/investors/ annual-reports

LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans given, investment made, guarantees given, if any, and the purpose for which the loan, guarantee and investment will be utilised are provided in the Standalone Financial Statement in Note nos. 8, 13 & 46(b).

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 Companies Act, 2013 and rules made 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 Companyâs Code of Conduct, âThe Oberoi Dharmaâ. 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 Companyâs website

https://www.eihltd.com/-/media/eihltd/pdf-files/

polices-and-code-of-conduct/other-policies/

whistleblowerpolicyeih139final.pdf

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURESSubsidiaries/Joint Ventures

The Company has three Indian subsidiaries which are also Joint Ventures, namely, Mumtaz Hotels Limited, Mashobra Resort Limited and Oberoi Kerala Hotels and Resorts Limited.

The Companyâs overseas subsidiaries are i) EIH Flight Services Ltd, Mauritius; ii) EIH International Ltd, BVI; iii) EIH Holdings Ltd, BVI; iv) PT Widja Putra Karya, Indonesia; v) PT Waka Oberoi Indonesia, Indonesia and vi) PT Astina Graha Ubud, Indonesia.

During the period under review the Board has approved the sale of the entire shareholding in EIH Flight Services Ltd, Mauritius.

In accordance with the Regulation 16 read with the Regulation 24 of the Listing Regulations, the following unlisted subsidiary companies of the Company were identified as âmaterial subsidiaryâ for the FY22 (based on Income/Net worth in the preceding accounting year 2020-21):

Resort Limited (Subsidiary of Oberoi Mauritius Limited through its wholly owned foreign subsidiary.

A Report on the performance and financial position of each of the Subsidiaries, Associates 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 can be accessed on the Companyâs website https://www.eihltd.com/-/media/eihltd/ pdf-files/polices-and-code-of-conduct/other-policies/eih-material-subsidiaries-policy-revised-2019.pdf.

DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP) REMUNERATION

a) In accordance with Section 197 read with schedule V of the Companies Act, 2013, in view of the loss incurred by the Company in the FY22, the Board of Directors, subject to the approval of the shareholders, at their meeting held on March 16, 2022, on the recommendation of the Nomination and Remuneration Committee, approved payment of minimum remuneration to Mr. Prithvi Raj Singh Oberoi, Executive Chairman (DIN:00051894), Mr. Shib Sanker Mukherji, Executive Vice Chairman (DIN: 00103770), Mr. Vikramjit Singh Oberoi, Managing Director and Chief Executive Officer (DIN: 00052014) and Mr. Arjun Singh Oberoi, Managing Director- Development (DIN: 00052106), for the FY22,. Shareholders through Postal Ballot have also approved the resolutions with the requisite majority.

b) The ratio of the remuneration of each Director to the median employees remuneration for the Financial Year is as under:

(INR in Million)
S. No	Name of the Director	Directorsâ Remuneration	Median Employees Remuneration	Ratio
1.	Mr. Prithvi Raj Singh Oberoi, Executive Chairman	1.51	0.51	3:1
2.	Mr. Shib Sanker Mukherji, Executive Vice Chairman	6.15	0.51	12:1
3.	Mr. Vikramjit Singh Oberoi, Managing Director & CEO	11.28	0.51	22:1
4.	Mr. Arjun Singh Oberoi, Managing Director- Development	11.61	0.51	23:1
Directors'' remuneration includes retirement benefits, wherever applicable
c) The percentage increase in remuneration of each Executive Director, Chief Executive Officer, Chief Financial Officer,
Company Secretary or Manager, if any in the Financial Year:
				(INR in Million)
S. No	Name	Total Remuneration 2021-22	Total Remuneration 2020-21	Percentage Increase/Decrease
1.	Mr. Prithvi Raj Singh Oberoi	1.51	2.90	(48%)
2.	Mr. Shib Sanker Mukherji#	6.15	1.70	262%
3.	Mr. Vikramjit Singh Oberoi#	11.28	7.23	56%
4.	Mr. Arjun Singh Oberoi#	11.61	4.21	176%
5.	Chief Financial Officer	18.08	14.44	25%
6.	Company Secretary*	3.71	7.01	-
7.	Company Secretary**	5.74	-	-

S.No	Name of the subsidiary	Percentage	Action required / taken under Listing Regulations
1.	EIH International Limited (Foreign Subsidiary)	24.05 (based on Net worth) No action is required for the FY22, Independent Director of EIH Limited -0.25% (based on income) was appointed on EIH International Limitedâs Board in the year 2019.
2.	Mumtaz Hotels Limited (Domestic Subsidiary)	4.40 (based on Net worth) 2.09 (based on income)	No action was required for the FY22. Independent Director of EIH Limited was appointed on Mumtaz Hotels Limitedâs Board in the year 2019.
3.	Mashobra Resort Limited (Domestic Subsidiary)	2.34 (based on Net worth) -3.83% (based on Income)	No action was required for the Financial year 2021-22

In accordance with Regulation 24A of the Listing Regulations, Secretarial Audit of the records of the unlisted material subsidiaries, Mumtaz Hotels Limited and Mashobra Resort Limited, both incorporated in India, were conducted by JUS & Associates, Practicing Company Secretary for the FY22. The Secretarial Audit Report submitted by the Practicing Company Secretary does not contain any qualification, reservation, or adverse remark. The Secretarial Audit Report of Mumtaz Hotels Limited and Mashobra Resort Limited are annexed and form part of the Annual Report.

Total remuneration includes retirement benefits, wherever applicable

## during the year, Executive Directors drawn remuneration for the period of eight months as compared to two month during last year. * Upto July 31, 2021 ** w.e.f August 2, 2021

Associates

The Company has two domestic Associate Companies, namely, EIH Associated Hotels Limited (a listed entity) and USmart Education Ltd (an unlisted entity) and one overseas Associate Company, namely, La Roseraie De LâAtlas (which is also a Joint Venture) through its wholly owned foreign subsidiary.

Joint Ventures

The Company has two Joint Venture Companies, one domestic, namely, Mercury Car Rentals Private Limited and two overseas, namely, Oberoi Mauritius Limited and Island

d) The percentage increase in the median remuneration of employees in the Financial Year is 11.55%.

e) The number of permanent employees on the rolls of the Company at the end of the Financial Year are 2,896.

f) The average percentage increase already made in the salaries of employees of the Company other than the managerial personnel in the last Financial Year was 15.19%.

It is hereby affirmed that the remuneration of the Executive Directors and Key Managerial Personnel are as per the Remuneration Policy of the Company.

INTERNAL FINANCIAL CONTROLS 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 the Regulation 17(10) of the Listing Regulations, the Company has 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 Boardâs 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. The 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 15^thMarch 2022 without the attendance of Non-Independent Directors and members of management. At the meeting, the performance of the Chairman of the Company was reviewed taking into account the views of the Executive Directors, 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 various matters including the effect of COVID-19, performance of the Company, Board processes etc.

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 Boardâs functioning, individual Directors effectiveness and contribution to the Boardâs functioning in the Financial Year 2022-23 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 Record 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 or material orders passed by the Regulators, Courts or Tribunals impacting the going concern status and the Companyâs operation in future.

PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE

The Company has a policy for prevention of sexual harassment of its women employees at the workplace. In accordance with the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (âPOSH Actâ) and rules made thereunder, the Company has constituted an Internal Complaint Committee (ICC) at all its hotels, Oberoi Flight Services (OFS), Oberoi Airport Services (OAS), Printing Press and its Corporate Office.

During the year, two complaints was received by the ICC from the Companyâs hotels, flight and airport service units, printing press and the corporate office. The Company has filed necessary returns as required to be filed under the POSH Act.

PARTICULARS OF EMPLOYEES

In accordance with Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014 the following are annexed and form part of this report:

i) List of top ten employees of the Company in terms of remuneration;

ii) List of employees who received remuneration for the year which in the aggregate was not less than INR 10.2 million;

iii) List of employees who were employed for a part of the year and who received remuneration which in the aggregate, was not less than INR 0.85 million per month.

CAUTIONARY STATEMENT

Risks, uncertainties or future actions could differ materially from those expressed in the Directorsâ 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.

ACKNOWLEDGEMENT

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

Mar 31, 2019

The Board presents the Sixty Ninth Annual Report together with the Audited Financial Statement and the Auditor''s Report for the Financial Year ended on 31st March 2019.

Financial Highlights

The financial highlights are set out below:

(Rs. in million)

Particulars	Standalone		Consolidated
Year	2018-19	2017-18	2018-19	2017-18
Total Income	16,272.62	14,340.43	18,796.07	17,048.30
Earnings Before Interest, Depreciation, Taxes, Amortisations and Exceptional items (EBIDTA)	4,061.38	3,024.11	4,747.05	4,049.27
Finance Costs	463.60	195.70	504.41	231.12
Depreciation	1,230.08	1,089.72	1,325.57	1,173.33
Exceptional Income/ (Expenditure)	(730.66)	-	(730.66)	-
Share of Profit of Associate and Joint Venture Companies			122.96	168.54
Profit Before Tax	1,637.04	1,738.69	2,309.37	2,813.36
Current Tax	610.29	589.70	862.24	817.17
Deferred Tax	(106.63)	26.24	(42.45)	38.13
Net Profit for the year	1,133.38	1,122.75	1,489.57	1,958.06
Other Comprehensive Income/(Loss) for the year, net of tax	(8.86)	(71.63)	(16.32)	(196.59)
Total Comprehensive Income	1,124.52	1,051.12	1,473.25	1,761.47
Less: Share of profit of Non-Controlling Interest	_-		170.86	160.04
Total Comprehensive Income attributable to Group	_-		1,302.39	1,601.42
Profit for the Year attributable to the Group			1,315.41	1,792.02
Balance Brought Forward	4,468.78	3,991.67	4,910.16	3,765.93
Accumulated Balance	5,490.02	5,114.42	6,225.57	5,557.95
Adjusted to Opening Retained Earnings			(193.82)
Final Dividend paid for the year 2017-18	(514.41)	(514.41)	(514.41)	(514.41)
Dividend Tax	(105.74)	(59.60)	(105.73)	(59.60)
Transfer to General Reserve	-	-	-	-
Other Comprehensive Income/(Loss) for the year, net of tax	(8.86)	(71.63)	(13.02)	(73.78)
Balance carried over	4,861.01	4,468.76	5,398.59	4,910.16

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;

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. These 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. These systems are adequate and are 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 2018-19 as well as the future outlook.

Business Responsibility Report

In accordance with 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 regulation 34(3) read with Schedule V(C) of 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 Rs. 0.90 per equity share of Rs. 2 each for the Financial Year 2018-19, for approval by the Shareholders at the forthcoming Annual General Meeting. The dividend, if declared at the Annual General Meeting, will be paid on 16th August 2019 to those Shareholders whose name appear in the Register of Shareholders /Beneficial Owners as on 6th August 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 on 18th April 2018, 30th May 2018, 31st July 2018, 27th September 2018, 30th October 2018, 30th January 2019 and 28th March 2019 respectively.

Directors

Mr. Santosh Kumar Dasgupta (DIN-00038804), a Non-executive Independent Director, resigned from the Board from the close of the Board meeting held on 28th March 2019. The Board places on record its deep appreciation of the outstanding and valuable contributions made by Mr. Santosh Kumar Dasgupta in all areas of Board''s functioning during his long tenure of 18 years as a Non-executive Independent Director on the Board.

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 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. Lakshminarayan Ganesh (DIN:00012583), Mr. Rajeev Gupta (DIN: 00241501) and Mr. Sudipto Sarkar (DIN: 00048279), Non-executive Independent Directors first term in office expires on 6th August 2019 (Mr. Lakshminarayan Ganesh and Mr. Rajeev Gupta) and on 29th October 2019 (Mr. Sudipto Sarkar).

The Nomination and Remuneration Committee and the Board at their respective meetings held on 28th May 2019 and 30th 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 Company''s business. Considering the enormous contributions of the Directors to the functioning and performance of the Company, the Board was of the 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 consideration the outcome of the performance evaluation report of the aforesaid three independent directors, the Board of Directors, on the recommendation of the Nomination and Remuneration Committee, approved and recommended to Shareholders re-appointment of Mr. Lakshminarayan Ganesh, Mr. Rajeev Gupta and Mr. Sudipto Sarkar 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 respective expiry date of their current term.

Mr. Vikramjit Singh Oberoi (DIN: 00052014), Managing Director and Chief Executive Officer and Mr. Arjun Singh Oberoi (DIN: 00052106), Managing Director-Development term of office as Executive Directors expires on 30th June 2019, by efflux of time. On the recommendation of the Nomination and Remuneration Committee at its meeting held on 28th May 2019, the Board, at its meeting held on 30th May 2019, has re-appointed Mr. Vikarmjit Singh Oberoi and Mr. Arjun Singh Oberoi for a period of 5 (five) years with effect from 1st July 2019 and approved their remuneration, subject to the approval of the Shareholders. The Directors recommend to Shareholders re-appointment of Mr. Vikarmjit Singh Oberoi as Managing Director and Chief Executive Officer and Mr. Arjun Singh Oberoi as Managing Director-Development for a period of 5 (five) years from 1st July 2019 and their remuneration.

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.

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

Key Managerial Personnel

Mr. Kallol Kundu was appointed as the Chief Financial Officer of the Company with effect from 1st October 2018, in place of Mr. Biswajit Mitra at the Board Meeting held on 27th September 2018, on the recommendation of the Nomination and Remuneration Committee. Mr. Biswajit Mitra ceased to be the Chief Financial Officer of the Company with effect from 1st October 2018.

Corporate Social Responsibility

The Annual Report on Corporate Social Responsibility activities for the Financial Year 2018-19 is given in Annexure 1 and 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 and Service Units have also taken the following CSR initiatives:

a. The Oberoi Grand, Kolkata supports Sasha, an NGO which works with local artisans for the upliftment and self-employment of women by purchasing hand-crafted products made by them. The hotel also invited Ankur Kala and Shri Rajchandra Aatma Tatva Research Centre, NGO''s working for the rehabilitation and empowerment of marginalised and economically challenged women and children to showcase and sell their products viz. batik, tie-n-dye, tailoring, applique, block printing, silk-screen, handmade gift packets, candles, bags and stationery products. The hotel had also organised one day breakfast for 1200 children in the Jungle Crows ''Khelo RugbyRs. 10 day winter camp which was coordinated by Mr. Paul Walsh and Chef Shaun Kenworthy for economically deprived sections of the city who are trained to play Rugby.

b. The Oberoi, Udaivilas, Udaipur employees visited Mother Teresa Orphanage and Asha Dham Ashram for the poor, sick, mentally challenged and old people and supports them by taking care of their daily needs. Visits were also organised to government primary school, local vendors/kiosks, where importance of hygiene was demonstrated and toiletries were distributed. Visit was also organised for deaf and dumb school on Children''s day to bring moments of joy in the life of special children, cake cutting was done and toys were distributed. Collaterals in all the guest rooms are placed and donations given by guests are collected and sent to CRY (Child Relief and You). As a green initiative, the hotel also organised, sapling plantation drives at fatehsagar lake area. The hotel also provided financial aid to Annual Bird Festival for tourists and nature lovers where wild life enthusiasts and naturalists from across the world came to Udaipur during the festival.

c. The Oberoi and Trident Nariman Point, Mumbai donated blankets, bedsheets and personal hygiene kits etc. to three NGOs'', namely, Cashpor Trust, Sherig Phuntsok Ling Bong Society and Bal Jeevan Trust. The hotel Team spent an afternoon with students from The Aditya Birla Integrated High School which offers education programme to students with learning disabilities such as dyslexia, dysgraphia, dyscalculia, dyspraxia and Attention Deficit Hyperactivity Disorder (ADHD). The training team organized a show around for 30 students in the Kitchen and laundry departments. They were introduced to various departments within Kitchen. A cooking workshop was conducted by our Executive Chef. The students also learnt about different kinds of flower arrangements in the hotel. Diwali Exhibition Shop for a cause initiative was also organized in the hotel in which five NGO''s, namely, Advitya, Kubrkabi Foundation, Welfare of Stray Dogs, National Association of Blind and Shramik Nari Sangh participated. Young ladies from the Saifee Hospital Ladies Home Science Trust visited the hotel. They were given a brief presentation on housekeeping department followed by a show around in all housekeeping areas, namely, flower room, uniform room, laundry and a guest room.

d. The Oberoi, Bengaluru nurtures physically challenged girls and economically challenged senior citizens in association with Cheshire Home Trust. The hotel team hosts a lunch for the children, care givers and supervisors at the Home. Girls and their teachers were invited for a fun afternoon followed by lunch at the hotel. The hotel team also organized interactive and engaging activities for the children of the home.

e. The Oberoi Vanyavilas, Ranthambore was involved in the welfare of local communities by providing life insurance and basic equipment to forest guards in Ranthambore. The hotel also promotes "Dhonk", a socially responsible enterprise that aims at creating sustainable jobs for local villagers through art and crafts. The hotel also contributed to the Ranthambore Tiger Conservation foundation to deal with the water crisis in the jungle. On the recommendation of the Chief Conservator of Forest, the hotel recognized the exceptional work done by the forest guards at the Ranthambore National Park.

f. The Oberoi, Gurgaon and Trident, Gurgaon engage with communities at various levels, supporting initiatives in domains of education, community development, skill development and basic needs of food. The hotels are associated with Happy School, which is a school for underprivileged children. Both hotels provide mid-day meal of high-protein soya biryani once a week. The hotels are also associated with Ritinjali, which is a volunteer-based organization that works with the marginalized communities in education and development related projects. The hotels provide basic food and essentials like rice, wheat flour and oil once a month. The hotels hire differently abled persons from Pallavanjali Institute for the Actualization of Individual Potential (PIAP) which is an NGO that focus on the needs of children and youth with disabilities. In the area of skill development and livelihood generation, the hotels are partnered with Youth Career Initiative (YCI) which is an innovative, high-impact approach to combating global youth unemployment. It work with young people who are unlikely to have a viable route into legitimate employment and improve their situation without external help. This is a 6 months programme and every year candidates are trained by the hotels. The candidates are paid a stipend and transportation during the training period.

g. Maidens Hotels, Delhi employees visited Palna and Mother Teresa Home where breakfast and gifts were distributed. Blood Donation campaign was organised where the employees also donated bloods.

h. The Oberoi, Sukhvilas on the occasion of Children''s day celebrations distributed stationary and food hampers in a nearby village school.

i. The Oberoi, New Delhi partnered with the Delhi Blind Relief Association to support the students of the Delhi Blind School. Students were invited to the hotel to demonstrate their skills to the hotel team members and were offered an opportunity to earn monetary compensation against their services. The hotel organized Blood Donation Camps in association with the Rotary Blood Bank, Delhi to create awareness about the benefits of safe and regular blood donation. The hotel also supports numerous underprivileged citizens through Goonj, an NGO. Several team members donated woolens, blankets, shawls, shoes in addition to other items of basic necessity that are used to protect against the winter cold.

Audit Committee

The composition of the Audit Committee is as under:

- Mr. Anil Nehru - Independent Director & Chairperson

- Mr. L. Ganesh - Independent Director

- Mr. Sudipto Sarkar - Independent Director

- Mr. Rajeev Gupta - Independent Director

- Mr. S.S. Mukherji - Executive Vice Chairman; and

- Mr. Arjun Oberoi - Managing Director, Development

For other details relating to the Audit Committee, please refer to page nos 72 to 73.

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.eihltd.com.

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

- The Policy aims to engage Directors (including non-executive and independent non-executive directors) who are highly skilled, competent and experienced persons within one or more fields of business, finance, accounting, law, management, sales, marketing, administration, corporate governance, technical operations or other disciplines related to the business of the Company. The Directors shall be able to positively carry out their supervisory role 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 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 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 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 & CFL lamps with energy efficient LED lamps;

- replacement of old chiller with energy efficient Variable Refrigerant Flow (VRF) system;

- installation of primary & secondary pumps in chilled water system along with two way energy valves for air handling units;

- installation of two way valves for fan coil units;

- installation of automatic tube condenser cleaning system for chillers;

- installation of variable frequency drives in chilled water system;

- installation of variable frequency drives in air handling units;

- de-scaling of heat exchangers;

- installation of energy efficient cooling towers;

- installation of solar panels for generation of electricity;

- installation of water conservation devices in taps and showers and installation of eco washer in water closets.

Besides these, conservation measures were continued to control energy consumption by tight operational control of lighting and other equipment, regulation of air conditioning set points according to ambient temperatures, taking guest floors out of order during low occupancy, optimization of laundry and boiler operation.

Energy audits and thermography of electrical panels are carried out which will substantially help in tracing out more ways of saving the energy

Actions planned for the next year are:

- installation of two way valves for fan coil units;

- automatic tube cleaning systems for more number of chillers;

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

- upgradation of sewage treatment plants;

- installation of new energy efficient pumps;

- upgrading chiller''s with variable frequency drives operations;

- installation of PLC units for Air Handling Units;

- installation of heat pumps for hot water generation;

- installation for condensate recovery system from calorifiers;

- installation of variable frequency drives for Air Handling Units;

- replacement of old chiller with more efficient chiller;

- cooling tower replacement with more efficient cooling tower for chiller and installation of eco washer for water closets.

Operational measures include setting of benchmarks with respect to the current year with targets for increased savings, initiatives by energy conservation committees comprising of cross functional groups, close monitoring & performance evaluation of plant and machinery by conducting energy audits.

Foreign Exchange Earnings and Outgo

During the Financial Year 2018-19, the foreign exchange earnings of the Company amounted to Rs. 5,144.68 million as compared to Rs. 4,354.88 million in the previous year. The expenditure on foreign exchange during the Financial Year was Rs. 598.28 million as compared to Rs. 841.09 million in the previous year.

Auditor and Auditor''s Report

At the 67th 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 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 was appointed as the Secretarial Auditors of the Company for the Financial Year ending on 31st March 2019. The Secretarial Audit Report submitted by the Secretarial Auditor does not contain any qualification, reservation or adverse remark. The Secretarial Auditor Report forms part of the Annual 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 are on an arm''s length basis. During the year, the Company has not entered into any contract, arrangement or transaction with Related Parties that 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''s website www.eihltd.com.

The details of Related Party Transactions are set out in Note nos. 42 and 43 to the Standalone and Consolidated Financial Statements respectively.

Extract of Annual Return

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

Loan, Guarantees or Investments

Deposits

During the year, the Company did not accept any deposits from the public.

Vigil Mechanism/Whistleblower Policy

In accordance with the Section 177(9) of the Act and rules framed thereunder read with Regulation 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 Whistle blower. Discolsures 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''s website www.eihltd.com.

During the year ended 31st March 2019, one complaint was received from an employee of the Company''s Managed Hotel, Trident Gurgaon in respect of data theft from a competitor against The Oberoi Dharma, misuse of guest/ administration cars. The Complaint was thoroughly investigated by the Whistle Officer and the Whistle Committee. The Report of the Whistle Officer and the Whistle Committee and its recommendation was placed before the Audit Committee. The Audit Committee deliberated and approved the recommendation of the Whistle Committee for Management action. The Management took necessary action to the satisfaction of the Audit Committee.

Subsidiaries, Associates and Joint Ventures

Subsidiaries/ Joint Ventures

The Company has three Indian subsidiaries which are also Joint Ventures, namely, Mumtaz Hotels Ltd, Mashobra Resort Ltd and Oberoi Kerala Hotels and Resorts Ltd.

The Company''s overseas subsidiaries are i) EIH Flight Services Ltd, Mauritius;

ii) EIH International Ltd, BVI; iii) EIH Holdings Ltd, BVI; iv) EIH Investments NV Netherlands; v) EIH Management Services BV, Netherlands; vi) PT Widja Putra Karya, Indonesia; vii) PT Waka Oberoi Indonesia, Indonesia and viii) PT Astina Graha Ubud, Indonesia.

In accordance with regulation 16 read with regulation 24 of the listing regulations, at the meeting held on 29th May 2019, the Audit Committee has identified the following unlisted subsidiary companies of the Company as "material subsidiary":

S.No.	Name of the Subsidiary	Criteria for determination of "material subsidiary"
1.	Mumtaz Hotels Ltd	Income in the preceding accounting year 2017-18 exceeds 10% of the consolidated income of the Company but is less than 20%.
2.	EIH International Ltd	Net Worth in the preceding accounting year 2017-18 exceeds 10% of the consolidated Net Worth of the Company but is less than 20%.

Therefore, in accordance with regulation 24A of the listing regulations, Secretarial Audit of the records of the unlisted material subsidiary, Mumtaz Hotels Limited which is incorporated in India, as on 31st March 2019, was conducted by JUS & Associates, Secretarial Auditor. The Secretarial Audit Report submitted by the Secretarial Auditor does not contain any qualification, reservation, or adverse remark. The Secretarial Audit Report forms part of the Annual Report.

Associates

The Company has three domestic Associate Companies, namely, EIH Associated Hotels Ltd (a listed entity), Mercury Travels Ltd (an unlisted entity) and USmart Education Ltd (an unlisted entity). During the year, Company has divested its entire holding in Mercury Travels Ltd. As a result, Mercury Travels Ltd has ceased to be an "associate" of the Company with effect from 7th August 2018. By virtue of Share Purchase Agreement (SPA) for sale of Mercury Travels Ltd, its wholly owned subsidiary, USmart Education Ltd has become an "associate" of the Company with effect from 31st July 2018 as the Company has 25.10% investment in USmart Education Ltd.

Joint Ventures

The Company has three Joint Venture Companies, one domestic, namely, Mercury Car Rentals Private Ltd and two foreign Companies, namely, Oberoi Mauritius Ltd and La Roseraie De L''Atlas (also an Associate as per IndAS requirement) through its wholly owned foreign subsidiary.

The policy on material subsidiaries can be accessed on the Company''s website www.eihltd.com.

Directors/Key Managerial Personnel (KMP) Remuneration

a) During the year, in accordance with regulation 17(6)(e) of the listing regulations, special resolutions were passed by the shareholders by way of postal ballot and remote e-voting on 16th March 2019 in respect of remuneration of Mr. Prithviraj Singh Oberoi (DIN: 00051894), Mr. Shib Sanker Mukherji (DIN: 00103770), Mr. Vikramjit Singh Oberoi (DIN: 00052014), and Mr. Arjun Singh Oberoi (DIN: 00052106).

b) The ratio of the remuneration of each Director to the median employees remuneration for the Financial Year is as under:

(Rs. Million)

S.No	Name of the Director	Directors'' Remuneration	Median Employees Remuneration	Ratio
1.	Mr. Prithviraj Singh Oberoi, Executive Chairman	33.02	0.40	83:1
2.	Mr. Shib Sanker Mukherji, Executive Vice Chairman	32.93	0.40	82:1
3.	Mr. Vikramjit Singh Oberoi Managing Director & CEO	35.84	0.40	90:1
4.	Mr. Arjun Singh Oberoi ManagingDirector- Development	33.31	0.40	83:1

Directors'' remuneration includes retirement benefits, wherever applicable

c) The percentage increase in remuneration of each Executive Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any in the Financial Year:

(Rs. Million)

S.No	Name	Total Remuneration 2018-19	Total Remuneration 2017-18	Percentage Increase / Decrease
1.	Mr. Prithviraj Singh Oberoi	33.02	40.05	(17.55)
2.	Mr. Shib Sanker Mukherji	32.93	36.89	(10.73)
3.	Mr. Vikramjit Singh Oberoi	35.84	44.70	(19.82)
4.	Mr. Arjun Singh Oberoi	33.31	42.16	(20.99)
5.	Chief Financial Officer *	15.75	15.90	(0.94)
6.	Chief Financial Officer**	10.97	-	-
7.	Company Secretary	6.88	6.59	4.21

Total remuneration includes retirement benefits, wherever applicable

* Mr. Biswajit Mitra- CFO up to 30^th September 2018 ** Mr. Kallol Kundu - CFO with effect from 1^st October 2018

d) The percentage increase in the median remuneration of employees in the Financial Year is 3.02%.

e) The number of permanent employees on the rolls of the Company at the end of the Financial Year 3,919.

f) The average percentage increase already made in the salaries of employees of the Company other than the managerial personnel in the last Financial Year is 7.1%. The average percentage increase in the managerial remuneration is Nil.

It is hereby affirmed that the remuneration of the Executive Directors and Key Managerial Personnel are as per the Remuneration Policy of the Company.

Internal Financial Controls and Risk Management Systems

Compliance of the above is given in the Management Discussion & Analysis Report on page nos. 49 to 50.

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, the Board as a whole and also its Committees were undertaken in a separate meeting of Independent Directors held on 28^th March 2019, without the attendance of Non-Independent Directors and members of management. At the meeting, the performance of the Chairman of the Company was reviewed taking into account the views of the Executive Directors, 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 directors 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

Company is not required to maintain cost records in accordance with Section 148 of the Act read with Rule 3 of the Companies (Cost Record 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 or material orders passed by the regulators, 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 thereunder, the Company has constituted an Internal Compliant Committee (ICC) in all its hotels, Oberoi Flight Services (OFS), Oberoi Airport Services (OAS), Printing Press and Corporate Office. During the year, the ICC received six complaints. All the complaints have been disposed of within the statutory period. During the year, the company has duly complied with the applicable provisions of the Redressal Act.

Particulars of Employees

In accordance with Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014 the following are annexed and forms part of this Report:

i) List of top ten employees of the Company in terms of remuneration;

ii) List of employees employed who received remuneration for the year which in aggregate was not less than Rs. 10.2 million;

iii) List of employees who were employed for a part of the year and who received remuneration which in the aggregate, was not less than Rs. 0.85 million per month.

Cautionary Statement

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 ARJUN SINGH OBEROI VIKRAMJIT SINGH OBEROI

30th May 2019 Managing Director - Development Managing Director &

Chief Executive Officer

Mar 31, 2018

The Board presents the Sixty Eighth Annual Report together with the Audited Financial Statement and the Auditorâs Report for the Financial Year ended on 31st March 2018.

Financial Highlights

The financial highlights are set out below:

(Rs. in million)

Particulars	Standalone		Consolidated
Year	2017-18	2016-17	2017-18	2016-17
Total Revenue	14,340.43	13,767.75	17,048.31	16,182.90
Earnings Before Interest, Depreciation, Taxes, Amortisations and Exceptional items (EBIDTA)	3,024.09	2,910.64	4,049.28	3,506.91
Interest and Finance Charges	195.70	145.04	231.12	178.51
Depreciation	1,089.72	1,104.87	1,173.33	1,281.06
Exceptional Income/ (Expenditure)	-	(382.22)	-	(382.22)
Share of Profit of Associate and Joint Venture Companies	_-		168.54	117.89
Profit Before Tax	1,738.67	1,278.51	2,813.37	1,783.01
Current Tax	589.71	479.45	817.17	711.83
Deferred Tax	26.25	(166.31)	38.13	(111.75)
Net Profit for the year	1,122.71	965.37	1,958.07	1,182.93
Other Comprehensive Income /(Loss) for the year, net of tax	(71.63)	(81.38)	(196.59)	(235.15)
Total Comprehensive Income	1,051.08	883.99	1,761.49	947.78
Less: Share of profit of Non Controlling Interest			160.04	148.47
Total Comprehensive Income attributable to Group	_-		1,601.43	799.31
Profit for the Year attributable to the Group	_-		1,792.03	1,031.13
Balance Brought Forward	3,991.67	3,307.68	3,765.93	3,053.13
Accumulated Balance	5,114.38	4,273.05	5,557.96	4,084.26
Final Dividend paid for the year 2016-17	(514.41)	-	(514.41)	-
Dividend Tax	(59.60)	-	(59.60)	(31.53)
Transfer to General Reserve	-	(200.00)	-	(200.00)
Other Comprehensive Income / (Loss) for the year, net of tax	(71.63)	(81.38)	(73.78)	(86.80)
Balance carried over	4,468.74	3,991.67	4,910.17	3,765.93

Directorsâ Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 (âthe Actâ) 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;

d) the Directors have prepared the Annual Accounts of the Company on a âgoing concernâ basis;

e) the Directors have laid down internal financial controls to be followed by the Company. These 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. These systems are adequate and are 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 2017-18 as well as the future outlook.

Corporate Governance Report

In accordance with Regulation 34(3) read with Schedule V(C) of the Listing Regulations, the report on Corporate Governance along with the Auditorâs Certificate is attached to this Report.

Dividend

The Board recommends a Dividend of Rs.0.90 per Equity Share of Rs.2 each for the Financial Year 2017-18, for approval by the Shareholders at the forthcoming Annual General Meeting. The dividend, if declared at the Annual General Meeting, will be paid on 2nd August 2018 to those Shareholders whose name appear in the Register of Shareholders /Beneficial Owners as on 24th July 2018. In accordance with the Income Tax Act, 1961, the tax on dividend will be borne by the Company.

Board Meetings

During the year, five Board Meetings were held on 30th May 2017, 1st August 2017, 30th October 2017, 30th January 2018 and 27th March 2018 respectively.

Directors

Mrs. Renu Sud Karnad, an Independent Director, resigned from the Board on 2nd August 2017. The Board places on record its deep appreciation of the valuable contributions made by Mrs. Renu Sud Karnad during her tenure as an Independent Director on the Board.

At the Board Meeting held on 30th October 2017, the Board, on the recommendation of the Nomination and Remuneration Committee, appointed Dr. Chhavi Rajawat as an Independent Director on the Board in the casual vacancy caused due to the resignation of Mrs. Renu Sud Karnad. In accordance with Section 161(4) of the Act, the appointment of Dr. Chhavi Rajawat in the casual vacancy is required to be approved by the Shareholders at the ensuing Annual General Meeting of the Company. Notice under Section 160 of the Act has been received from a Shareholder proposing the appointment of Dr. Chhavi Rajawat as an Independent Director, not liable to retire by rotation. Dr. Chhavi Rajawat has given a declaration to the Company that she meets the criteria of Independence prescribed under Section 149(6) of the Act and the Listing Regulations.

The Board, after satisfying itself about the Independence of Dr. Chhavi Rajawat, recommend to the Shareholders, appointment of Dr. Chhavi Rajawat as an Independent Director on the Board.

At the first meeting of the Board for the Financial Year 2017-18 held on 30th May 2017, the Independent Directors have confirmed that they meet the criteria of independence required under sub-section (7) of Section 149 of the Act. 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

The Annual Report on Corporate Social Responsibility activities for the Financial Year 2017-18 is given in Annexure 1 and 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 Companyâs Hotels and Service Units have also taken the following CSR initiatives:

a. The Oberoi Grand, Kolkata supports Sasha, an NGO which works with local artisans for the upliftment and self-employment of women by purchasing handcrafted products made by them. The Hotel also invited Ankur Kala and Aspire, NGOâs working for the rehabilitation and empowerment of marginalised and economically challenged women and children to showcase and sell their products viz. batik, tie-n-dye, tailoring, applique, block printing, silk-screen, handmade gift packets, candles, bags and stationery products.

Besides this, discarded uniforms, restaurant linen and newspapers were donated to Sarada Seva Sangha and Shrimad Rajchandra Aatma Tatva Research Centre who work with women and children.

c. The Oberoi and Trident Nariman Point, Mumbai organised Blood Donation Camps for Thalassemia patients and facilitated the sale of products in the Hotels by NGOâs Advitya, Kurprkabi Foundation, National Association of Blind and Womenâs Trust of India.

d. The Oberoi, Bengaluru nurtures physically challenged girls and economically challenged senior citizens in association with Cheshire Home Trust. The Hotel also works with a NGO which collects used soap from the Hotels, recycle the soap and distribute it to the economically challenged.

e. The Oberoi Vanyavilas, Ranthambore was involved in the welfare of local communities by providing life insurance and basic equipment to forest guards in Ranthambhore. The Hotel had promoted âDhonkâ, a socially responsible enterprise that aims at creating sustainable jobs for local villagers through art and crafts. The hotel also contributed to the Ranthambore Tiger Conservation foundation to deal with the water crisis in the jungle.

f. The Oberoi and Trident, Gurgaon took a number of initiatives to provide education, food and basic facilities to women and children from underprivileged backgrounds through a scheme known as âHarmony Houseâ and âRitanjaliâ. The hotels work with the Concern India Foundation to organise workshops for the underprivileged. In addition to this, the hotels work with Pallavanjali Institute, an NGO that supports education, training and therapy for young adults with special needs.

g. Maidens Hotels, Delhi employees visited Palana and Mother Teresa Home where breakfast and gifts were distributed. Employees also visited Rajkiya Vikas Pratibha Vidhalaya where students were educated on hand hygiene and soaps and sanitizer were distributed.

Business Responsibility Report

As stipulated under the Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached as Annexure-2 and forms part of the Annual Report.

Audit Committee

The composition of the Audit Committee is as under:

- Mr. Anil Nehru - Independent Director & Chairperson

- Mr. L. Ganesh - Independent Director

- Mr. S.K. Dasgupta - Independent Director

- Mr. Rajeev Gupta - Independent Director

- Mr. S.S. Mukherji - Executive Vice Chairman; and

- Mr. Arjun Oberoi - Managing Director, Development

For other details relating to the Audit Committee, please refer to page nos. 61 to 62.

Companyâs Policy on Directorsâ Appointment and Remuneration and Senior Management Personnel Appointment and Remuneration

The Companyâs Policy on Directorsâ Appointment and Remuneration (âDirectorsâ Policyâ) 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 Directorsâ 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 on the management and the general affairs of the Company;

- 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 Directorâs ability to exercise independent judgement;

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

The Directorsâ Policy can be accessed on the Companyâs website www.eihltd.com.

The Senior Management Appointment and Remuneration Policy (âSenior Management Policyâ) was formulated in the year 2014-15 and revised in May, 2018 by the Nomination and Remuneration Committee. The Salient features of the âSenior Management Policyâ are as under:

- Appointment & Remuneration of Key Managerial Personnel and Core Management Team are aligned to the interests of the Company and its Shareholders within an appropriate governance framework;

- Remuneration is structured to align with the Companyâs interests, taking into account the Companyâs 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. The Senior Management Policy can be accessed on the Companyâs website www.eihltd.com Energy Conservation Measures

During the year, energy conservation measures taken by the Company include:

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

- replacement of old chillers with energy efficient VRF chillers;

- installation of primary & secondary pumps in chilled water systems along with two way energy valves for air handling units;

- installation of variable frequency drives in chilled water systems;

- de-scaling of heat exchangers;

- installation of automatic tube cleaning systems for chillers;

- replacement of DC motors by energy efficient AC - VFD controlled motors in elevators; and

- installation of water conservation devices in taps and showers.

Besides these, conservation measures were continued to control energy consumption by operational control of lighting and other equipment, regulating air conditioning set points based on ambient temperatures, taking guest floors out of order during periods of low occupancy and optimisation of laundry and boiler operations.

Actions planned for the next year are:

- installation of two way valves for fan coil units;

- automatic tube cleaning systems for additional chillers;

- replacement of the remaining incandescent & CFL lamps with energy efficient LED lamps;

- upgrading sewage treatment plants; and

- installation of variable frequency drives for air conditioning & ventilation equipment.

Energy Conservation Committees will continue to closely monitor and control energy consumption. A pilot project initiated for online monitoring for the optimum use of energy has been implemented and is operational.

Foreign Exchange Earnings and Outgo

During the Financial Year 2017-18, the foreign exchange earnings of the Company amounted to Rs.4,355 million as compared to Rs.4,255 million in the previous year. The expenditure on foreign exchange during the Financial Year was Rs.841 million as compared to Rs.1,160 million in the previous year.

Auditors

At the 67th 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) (âDeloitteâ) 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.

Proviso (1) of 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 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 ending on 31st March 2018. The Secretarial Audit Report submitted by the Secretarial Auditors does not contain any qualification, reservation or adverse remark. The Secretarial Auditorâs Report forms part of the Annual 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 are on an armâs length basis. During the year, the Company has not entered into any contract, arrangement or transaction with Related Parties that 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 Companyâs website www.eihltd.com.

The details of Related Party Transactions are set out in Note nos. 40 and 43 to the Standalone and Consolidated Financial Statements respectively.

Extract of Annual Return

The Extract of the Annual Return for the Financial Year ended on 31st March 2018 in Form MGT-9 is annexed as Annexure 3.

Loan, Guarantees or Investments

Deposits

During the year, the Company did not accept any deposits from the public.

Vigil Mechanism/Whistleblower Policy

In accordance with the Section 177(9) of the Act and rules framed thereunder read with Regulation 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 Companyâs Code of Conduct, âThe Oberoi Dharmaâ. The Policy provides for protected disclosures for the whistle blower. Discolsures 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 Companyâs website www.eihltd.com.

During the year ended 31st March 2018, one complaint was received from an employee of The Oberoi Mumbai in respect of a suspected irregularity at the Front Office of the Hotel. The Complaint was thoroughly investigated by the Whistle Officer and the Whistle Committee. The Report of the Whistle Officer and the Whistle Committee and its recommendations on the action which the Management proposed to take was placed before the Audit Committee. The Audit Committee deliberated and approved the action proposed by Management where after, necessary action was taken by the Management to the satisfaction of the Audit Committee.

Subsidiaries, Associates and Joint Ventures

The Company has three Indian Subsidiaries which are also Joint Ventures, namely, Mumtaz Hotels Ltd, Mashobra Resort Ltd and Oberoi Kerala Hotels and Resorts Ltd. The Companyâs overseas Subsidiaries are EIH Flight Services Ltd, Mauritius; EIH International Ltd, BVI; EIH Holdings Ltd, BVI; J&W Hong Kong Ltd, Hongkong (dissolved on 27th November 2017); EIH Investments NV Netherlands; EIH Management Services BV, Netherlands; PT Widja Putra Karya, Indonesia; PT Waka Oberoi Indonesia, Indonesia and PT Astina Graha Ubud, Indonesia.

The Company has two domestic Associate Companies, namely, EIH Associated Hotels Ltd and Mercury Travels Ltd and three Joint Venture Companies, one domestic, namely, Mercury Car Rentals Private Ltd and two foreign, namely, Oberoi Mauritius Ltd and

La Roseraie De LâAtlas.

A Report on the performance and financial position of each of the Subsidiaries, Associate and Joint Venture Companies are provided in the Annexure to the Consolidated Financial Statement and hence are not repeated here for the sake of brevity. The policy on material subsidiaries can be accessed on the Companyâs website www.eihltd.com.

Directors/Key Managerial Personnel (KMP) Remuneration

a) The ratio of the remuneration of each Director to the median employees remuneration for the Financial Year is as under:

(Rs. Million)

S. No	Name of the Director	Directorsâ Remuneration	Median Employees Remuneration	Ratio
1.	Mr. P.R.S Oberoi, Executive Chairman	40.05	0.40	100:1
2.	Mr. S.S Mukherji, Executive Vice Chairman	36.89	0.40	92:1
3.	Mr. Vikram Oberoi Managing Director & CEO	44.70	0.40	112:1
4.	Mr. Arjun Oberoi Managing Director-Development	42.16	0.40	105:1

Directorsâ remuneration includes retirement benefits, wherever applicable

b) The percentage increase in remuneration of each Executive Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any in the Financial Year:

(Rs. Million)

S. No	Name	Total Remuneration 2017-18	Total Remuneration 2016-17	Percentage Increase / Decrease
1.	Mr. P.R.S. Oberoi	40.05	28.95	38
2.	Mr. S.S. Mukherji	36.89	30.99	19
3.	Mr.Vikram Oberoi	44.70	30.54	46
4.	Mr. Arjun Oberoi	42.16	32.38	30
5.	Chief Financial Officer	15.90	14.66	9
6.	Company Secretary	6.59	6.92	-0.5

Total remuneration includes retirement benefits, wherever applicable

c) The percentage increase in the median remuneration of employees in the Financial Year is 0.50%.

d) The number of permanent employees on the rolls of the Company at the end of the Financial Year is 4,052.

e) The average percentage increase already made in the salaries of employees of the Company other than the managerial personnel in the last Financial Year is 9.67%. The average percentage increase in the managerial remuneration is about 30%. The increase in the managerial remuneration is due to increase in the commission of the managerial personnel which is due to increase in Net Profit in the Financial Year 2017-18.

It is hereby affirmed that the remuneration of the Executive Directors and Key Managerial Personnel are as per the Remuneration Policy of the Company.

Internal Financial Controls and Risk Management Systems

Compliance of the above is given in the Management Discussion & Analysis Report on page nos. 53 to 55.

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 outside agency covering various aspects of the Boardâs 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, the Board as a whole and also its Committees were undertaken in a separate meeting of Independent Directors held on 27th March 2018, without the attendance of Non-Independent Directors and members of management. At the meeting, the performance of the Chairman of the Company was reviewed taking into account the views of the Executive Directors, 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.

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 practice the highest standards of Corporate Governance.

Significant and Material orders, if any

During the Financial Year, there were no significant or material orders passed by the regulators, courts or tribunals impacting the going concern status and the Companyâs 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 thereunder, the Company has constituted an Internal Compliant Committee (ICC) in all its hotels, Oberoi Flight Services (OFS), Oberoi Airport Services (OAS), Printing Press and Corporate Office. During the year, the ICC received two complaints. Both the complaints have been disposed of within the statutory period.

Particulars of Employees

In accordance with Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014 the following are annexed and forms part of this Report:

i) List of top ten employees of the Company in terms of remuneration;

ii) List of employees employed who received remuneration for the year which in aggregate was not less than Rs.10.2 million.

iii) List of employees who were employed for a part of the year and who received remuneration which in the aggregate, was not less than Rs.0.85 million per month.

Cautionary Statement

Risks, uncertainties or future actions could differ materially from those expressed in the Directorsâ 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.

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 PR.S. OBEROI

30th May 2018 Managing Director & Chief Executive Officer Executive Chairman

Mar 31, 2017

DIRECTORS'' REPORT

The Board presents the Sixty-seventh Annual Report together with the Audited Financial Statement and the Auditor''s Report for the Financial Year ended on 31st March 2017.

Financial Highlights

The Financial Highlights are set out below:

(Rs, in million)

Particulars	Standalone		Consolidated
Year	2016-17	2015-16	2016-17	2015-16
Total Revenue	13,767.75	14,696.23	16,182.90	17,003.43
Earnings Before Interest, Depreciation, Taxes, Amortizations and Exceptional items (EBIDTA)	2,910.64	3,194.38	3,506.91	3,839.06
Interest and Finance Charges	145.04	227.36	178.51	283.73
Depreciation	1,104.87	1,135.48	1,281.06	1,333.71
Share of Profit of Associate and Joint Venture Companies			117.89	203.74
Exceptional Profit/(Loss)	(382.22)	(182.59)	(382.22)	(182.59)
Profit Before Tax	1,278.51	1,648.95	1,783.01	2,242.77
Income Tax	479.45	547.32	711.83	767.69
Deferred Tax	(166.31)	11.39	(141.34)	45.10
Profit for the year	965.37	1,090.24	1,212.52	1,429.98
Other Comprehensive Income/(Loss) for the year, net of tax	(81.38)	(65.74)	(234.54)	156.31
Total Comprehensive Income	883.99	1,024.50	977.98	1,586.29
Less: Share of profit of Non Controlling Interest			148.47	111.88
Total Comprehensive Income attributable to Group			829.51	1,474.41
Profit for the Year attributable to the Group			1,060.73	1,310.67
Balance Brought Forward	3,307.68	3,917.09	3,241.17	3,658.71
Accumulated Balance	4,273.05	5,007.33	4,301.90	4,969.38
Final Dividend paid for the year 2014-15	-	628.73	-	628.73
Interim Dividend paid for the year 2015-16	-	628.73	-	628.73
Dividend Tax	-	176.45	31.53	201.66
Transfer to General Reserve	200.00	200.00	200.00	200.00
Other Comprehensive Income/(Loss) for the year, net of tax	(81.38)	(65.74)	(87.41)	(69.09)
Balance carried over	3,991.67	3,307.68	3,982.96	3,241.17

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) i n 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;

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. These 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. These systems are adequate and are 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 2016-17 as well as the future outlook.

Corporate Governance Report

In accordance with Regulation 34(3) read with Schedule V(C) of 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 '' 0.90 per Equity Share of '' 2 each for the Financial Year 2016-17, for approval by the Shareholders at the forthcoming Annual General Meeting. The dividend, if declared at the Annual General Meeting, will be paid on 3rd August 2017 to those Shareholders whose name appear in the Register of Shareholders/Beneficial Owner as on 25th July 2017. As per the Income Tax Act, 1961, the tax on dividend will be borne by the Company.

Board Meetings

During the year, six Board Meetings were held on 26th May 2016, 2nd August 2016, 3rd November 2016, 12th December 2016, 23rd January 2017 and 28th March 2017 respectively.

Directors

Mr. Arjun Oberoi retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Directors recommend re-appointment of Mr. Arjun Oberoi as a Director on the Board.

At the first meeting of the Board for the Financial Year 2016-17 held on 30th May 2017, the six Independent Directors have confirmed that they meet the criteria of independence required under sub-section (7) of Section 149 of the Act. The Board was also of the opinion that the six Independent Directors meet the criteria of independence under sub-section (6) of Section 149 of the Act.

Corporate Social Responsibility

The Company''s Corporate Social Responsibility Policy formulated in accordance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is available on the Company''s website www.eihltd.com_

The Annual Report on Corporate Social Responsibility activities for the Financial Year 2016-17 is given in Annexure 1 and 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 and Service Units have also taken the following CSR initiatives:

a. The Oberoi Grand, Kolkata supports Sasha, an NGO which works with the local artisans for the upliftment and self-employment of women by purchasing handcrafted products made by them;

b. The Oberoi, Udaivilas, Udaipur employees visited Mother Teresa Orphanage and Asha Dham Ashram for the poor, sick and mentally challenged old people and supported them by taking care of their needs. Furthermore, during the year the hotel team, with the pledge of contributing to the environment, removed 270 kg of plastic items from Lake Pichola.

c. The Oberoi and Trident Nariman Point, Mumbai organized Blood Donation Camps for Thalassemia patients. It also organised vocational training internships for 52 aspirants under the "Hunar se Rozgaar Tak" scheme. Furthermore, the hotel donated linen and clothes to hospitals treating cancer patients.

d. The Oberoi, Bengaluru nurtures physically challenged girls and economically challenged senior citizens in association with Cheshire Home Trust. The Hotel also celebrated the World Environment Week by planting tree saplings together with guests of the Hotel.

e. The Oberoi Vanyavilas, Ranthambore was involved in the welfare of local communities by providing life insurance and basic equipment to forest guards in Ranthambhore. The hotel also supports "Tiger Watch", an NGO working for the conservation of tigers in Ranthambhore. The Hotel had promoted "Dhonk", a socially responsible enterprise that aims at creating sustainable jobs for local villagers through art. The Hotel also supports "Yash Rehabilitation Centre" for handicapped children.

f. The Oberoi and Trident, Gurgaon took a number of initiatives in providing education, food and basic facilities to women and children from underprivileged backgrounds through a scheme known as "Harmony House" and "Ritanjali". The hotels work with the Concern India Foundation to organise workshops for the underprivileged. In addition to this, the hotels work with Pallavanjali Institute, an NGO that supports education, training and therapy for young adults with special needs.

Business Responsibility Report

As stipulated under the Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report describing the initiatives taken by the Company from environmental, social and governance perspective is attached as Annexure-2 and forms part of the Annual Report.

Audit Committee

The composition of the Audit Committee is as under:

- Mr. Anil Nehru - Independent Director & Chairperson

- Mr. L. Ganesh - Independent Director

- Mr. S.K. Dasgupta - Independent Director

- Mr. Rajeev Gupta - Independent Director

- Mr. S.S. Mukherji - Executive Vice Chairman; and

- Mr. Arjun Oberoi - Managing Director, Development

For other details relating to the Audit Committee, please refer to page nos. 66 & 67.

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

In accordance with Section 178 of the Act read with Regulation 19 of the Listing Regulations, the policies on Directors'' Appointment and Remuneration and Senior Management Personnel Appointment and Remuneration which were formulated in the year 2015 are enclosed as Annexure 3 and 4 and form part of this Report. The policies can also be accessed on the Company''s website www.eihltd.com.

Energy Conservation Measures

During the year, energy conservation measures taken by the Company include:

- installation energy efficient cooling towers;

- installation of energy efficient chilled water control valves;

- replacement of chilled water piping system;

- replacement of incandescent and fluorescent lamps with energy efficient LED lamps;

- enhancement of Business Management Systems;

- installation of variable frequency drives for exhaust fans;

- use of recycled water for cooling tower application;

- installation of occupancy sensors in the back of the house areas;

- installation of aerators to reduce water consumption; and

- replacement of old laundry machines with energy and water efficient laundry machines.

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

- controlled use of lighting and other equipment;

- regulating chilled water set points based on ambient temperature; and

- providing high density insulation to avoid temperature losses.

Action planned for next year are:

- installation of solar power generation systems on the rooftop;

- replacement of old chillers with energy efficient chillers;

- replacement of old treated fresh air units;

- replacement of chilled water control valves with energy efficient chilled water control valves;

- upgrading building management systems;

- replacement of fluorescent lamps with energy efficient LED lamps; and

- replacement of old motors with energy efficient motors.

Energy Conservation Committees will continue to closely monitor and control energy consumption. A pilot project initiated for online monitoring for optimal use of energy has been implemented. If this pilot project is successful, it will be extended to other hotels and business units.

Foreign Exchange Earnings and Outgo

During the Financial Year 2016-17, the foreign exchange earnings of the Company amounted to '' 4,255 million as against '' 5,625 million in the previous year. The expenditure in foreign exchange during the Financial Year was '' 1,160 million as compared to '' 591 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 67th Annual General Meeting. They are not eligible for re-appointment as the period of 3 years available to them under 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 six 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 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 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 Audit Report does not contain any qualification, reservation or adverse remarks. The Secretarial Auditor''s Report forms part of the Annual Report.

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 that 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''s website www.eihltd.com.

The details of Related Party Transactions are set out in Note nos. 40 and 42 to the Standalone and Consolidated Financial Statements respectively.

Extract of Annual Return

The Extract of the Annual Return for the Financial Year ended on 31st March 2017 in Form MGT-9 is annexed as Annexure 5.

Loan, Guarantees or Investments

Particulars of loans given, investment made, guarantees given, if any, and the purpose for which the loan, guarantee and investment will be utilized are provided in the Standalone Financial Statement in Note nos. 6 & 8.

Deposits

During the year, the Company did not accept any deposits from the public.

Vigil Mechanism/Whistleblower Policy

In accordance with the Section 177(9) of the Act and rules framed there under read with Regulation 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 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 Whistleblower Policy is accessible on the Company''s website www.eihltd.com.

During the year ended on 31st March 2017, the Company did not receive any complaint under the scheme.

Subsidiaries, Associates and Joint Ventures

The Company has three Indian Subsidiaries which are also Joint Ventures, 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; J&W Hongkong Ltd, Hongkong; EIH Investments NV, Netherlands; EIH Management Services BV, Netherlands; PT Widja Putra Karya, Indonesia; PT Waka

Oberoi Indonesia, Indonesia and PT Astina Graha Ubud, Indonesia.

The Company has an Associate Company, namely, EIH Associated Hotels Ltd. and Joint Venture Companies, Mercury Car Rentals Private Ltd and Oberoi Mauritius Limited.

A Report on the performance and financial position of each of the Subsidiaries, Associate and Joint Venture Companies are provided in the Annexure to the Consolidated Financial Statement and hence are not repeated here for the sake of brevity. The policy on material subsidiaries as approved by the Board last year is given on the Company''s website www.eihltd.com.

Directors/Key Managerial Personnel (KMP) Remuneration

a) The ratio of the remuneration of each Director to the median employees remuneration for the Financial Year is as under:

(Rs, in millions)

S. No	Name of the Director	Directors'' Remuneration	Median Employees Remuneration	Ratio
1.	Mr. P.R.S Oberoi, Executive Chairman	28.95	0.40	72:1
2.	Mr. S.S Mukherji, Executive Vice Chairman	30.99	0.40	77:1
3.	Mr. Vikram Oberoi Managing Director & CEO	30.54	0.40	76:1
4.	Mr. Arjun Oberoi Managing Director -Development	32.38	0.40	81:1

Directors'' remuneration includes retirement benefits, wherever applicable

b) The percentage increase in remuneration of each Executive Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any in the Financial Year:

(Rs, in million)

S. No	Name	Total Remuneration 2016-17	Total Remuneration 2015-16	Percentage Increase/ Decrese
1.	Mr. P.R.S. Oberoi	28.95	35.84	-19
2.	Mr. S.S. Mukherji	30.99	37.88	-18
3.	Mr. Vikram Oberoi	30.54	36.60	-17
4.	Mr. Arjun Oberoi	32.38	38.96	-17
5.	Chief Financial Officer	14.66	10.48	40
6.	Company Secretary	6.92	6.69	3

Total remuneration includes retirement benefits, wherever applicable

c) The percentage increase in the median remuneration of employees in the Financial Year is 25%.

d) The number of permanent employees on the rolls of the Company at the end of the Financial Year is 3,758;

e) The average percentile increase already made in the salaries of employees of the Company other than the managerial personnel in the last Financial Year is 8.5%. Percentile increase in the managerial remuneration is Nil.

It is hereby affirmed that the remuneration of the Executive Directors and Key Managerial Personnel are as per the Remuneration Policy of the Company.

Internal Financial Control and Risk Management Systems

Compliance of the above is given in the Management Discussion & Analysis Report on page nos. 60 & 61.

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 2016-17. 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 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 Directors and 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.

Based on the findings from the evaluation process, the Board will continue to review its procedures and effectiveness in the Financial Year 2017-18 with a view to practising the highest standards of Corporate Governance.

Significant and Material orders, if any

During the Financial Year, there were no significant or material orders passed by the regulators, 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 2016-17. All complaints have been disposed off within the statutory period.

Particulars of Employees

In accordance with Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014 the following are annexed and forms part of this Report:

1) List of top ten employees of the Company in terms of Remuneration;

2) List of employees employed throughout the year who received remunerations for the year which in aggregate was not less than '' 10.2 million. List of employees who were employed for a part of the year and who received remunerations which in the aggregate, was not less than '' 0.85 million per month.

Cautionary Statement

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

30th May 2017 Managing Director & Chief Executive Officer Executive Chairman

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* Â6.31

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 actÃ) 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 concernÃ 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 (Ãthe ActÃ) 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 concernÃ 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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