Subsidiary companies annual reports 2023-24

To

The Members

Mumtaz Hotels Limited

The Board presents its Thirty Fourth Annual Report together with the Audited Financial Statement and the Auditor's Report in respect of the Financial Year ended 31st March 2024.

Financial Highlights

The Financial Highlights of the year under review as compared to the previous year are given below:

There were no material changes affecting the financial position of the Company which occurred between the end of the Financial Year to which the Financial Statement relates and the date of this report.

Performance

The Board of Directors are pleased to present the performance of the Company the best in its history resulting from high a higher hotel Average Room Rate and Occupancy.

PROJECT UNDER DEVELOPMENT

The Oberoi Gandikota, Andhra Pradesh

During the Financial Year, construction of a luxury resort at Gandikota, Kadapa District was approved by the Board of Directors on land measuring 50 acres offered by the Government of Andhra Pradesh on a lease of 90 years. A lease deed was executed between the Company and Andhra Pradesh Tourism Development Corporation (Wholly owned Corporation of the Government of Andhra Pradesh).

A luxury resort comprising 20 rooms will be operational by January 2028. A Management and Technical Service Agreement was executed between the Company and EIH Limited for managing and operating The Oberoi, Gandikota. A royalty agreement was also signed and executed between the Company and Oberoi Hotels Private Limited for using the "The Oberoi" brand at Gandikota, Andhra Pradesh.

Trident Tirupati, Andhra Pradesh

During the Financial Year, construction of a luxury hotel comprising of 100 rooms and suites at Tirupati, Andhra Pradesh was approved by the Board of Directors on land measuring 20 acres on the foothills of the Balaji Temple in Tirupati offered by the Andhra Pradesh Tourism Development Corporation (Wholly owned Corporation of Government of Andhra Pradesh) with a lease period of 90 years. This hotel will be operational by March 2027.

A Management and Technical Service Agreement was executed between the Company and EIH Limited for managing and operating Trident - Tirupati. A royalty agreement was also signed and executed between the Company and Oberoi Hotels Private Limited for using the "Trident" brand in Tirupati, Andhra Pradesh.

Dividend

The Board of Directors approved an interim dividend of Rs. 2.5/- (25%) per share of Rs.10 each during the Financial Year 2023-24 and this was paid to the Shareholders.

The Board of Directors also recommended final dividend of Rs. 10/- (100%) per share of Rs.10 each to the Shareholders for the Financial Year 2023-24.

Directors' Responsibility Statement

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

1. in preparing the annual accounts, applicable Accounting Standards have been followed and there are no material departures;
2. the Directors selected such accounting policies, applied them consistently and made judgements and estimates that are reasonable and prudent so as 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 that period;
3. 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;
4. the Directors ensured the Annual Accounts of the Company were prepared on a "going concern" basis; and
5. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Directors

Mr. Manish Goyal (DIN: 00059182) was re-appointed as Managing Director for a further term of 5 years w.e.f. 17th

May 2024 by the Board of Directors at the Board Meeting held on 31st January 2024. The Board recommends the reappointment of Mr. Manish Goyal as Managing Director to the Shareholders in the ensuing Annual General Meeting.

Mr. Vikramjit Singh Oberoi (DIN: 00052014), Mr. Shivy Bhasin

(DIN: 01261843) and Mr. Manav Goyal (DIN: 00066861) are due for retirement by rotation at the ensuing Annual General Meeting. The Board recommends the re- appointment of Mr. Vikramjit Singh Oberoi, Mr. Shivy Bhasin and Mr. Manav Goyal, as Directors on the Board, liable to retire by rotation.

Key Managerial Personnel

Mr. Manish Goyal, Managing Direcror, Mr. Kallol Kundu, Chief Financial Officer and Mr. Lalit Kumar Sharma, Company Secretary are the Key Managerial Personnel of the Company. There was no change in Key Managerial Personnel during the Financial Year.

Board Meeting

During the year, the Company held five Board Meetings on 12th May 2023, 02nd July 2023, 04th August 2023, 01st November 2023 and 31st January 2024.

The attendance of the Directors in the Board meetings are as under:

Amendment Rules, 2017, the Company is not required to appoint Independent Directors. Therefore, the requirement of holding at least one meeting of Independent Directors in a year pursuant to Schedule IV of the Act is not applicable.

Corporate Social Responsibility

In accordance with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR Policy was formulated by the Company. The policy can be accessed on the holding Company's website, www.eihltd.com.

The report on Corporate Social Responsibility activities for the Financial Year 2023-24 is attached as an annexure and forms part of this report.

Company's Policy on Directors' Appointment and Remuneration

The Company is not covered under sub-section (1) of Section 178 of the Act, being a Joint Venture Company. Therefore, the requirement of clause (e) of sub- section 3 of Section 134 of the Act does not apply to the Company.

Risk Management

The Company is a subsidiary of EIH Limited. EIH Limited has a comprehensive Risk Management Policy, which is

Name of the Director

Mr. Arjun Singh Oberoi

Mr. Shivy Bhasin

Mr. Manish Goyal

Mr. Vikramjit Singh Oberoi

Mr. Manav Goyal

Mr. Tej Kumar Sibal

Mr. Rajkumar Kataria

Mr. Sandeep Kumar Barasia

Ms. Chhavi Rajawat

No. of Meetings attended/held

5 / 5

5 / 5

5 / 5

5 / 5

4 / 5

5 / 5

3 / 5

5 / 5

4 / 5

being followed by the Company. The risk(s), if any, on the Company and the Company's hotel is monitored periodically and reported to the Board.

Energy Conservation Measures and Technology Absorption

Dedicated energy conservation efforts were maintained throughout the year. Major actions taken during the year include replacement of various pumps with energy efficient pumps, replacement of swimming pool & under water halogen lights to LED lights, installation of motion sensors

Audit Committee/Nomination and Remuneration Committee

The Company is a Joint Venture between EIH Limited and GB Group. Therefore, during the year under review, the Company is not required to comply with the provisions of Section 177 of the Act relating to constitution of an Audit Committee and Section 178 of the Act relating to constitution of a Nomination and Remuneration Committee pursuant to Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Rule 4 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended by Companies (Appointment and Qualifications of Directors) Amendment Rules, 2017.

Independent Directors and their Meeting

The Company is a Joint Venture between EIH Limited and GB Group. Therefore, in accordance with Section 149(4) of the Act read with Rule 4 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended by Companies (Appointment and Qualifications of Directors)

in team lockers and heart of house areas, overhauling of the cooling tower, boilers and ventilation system. Furthermore, conservation measures in kitchen and laundry operation were implemented during period of low occupancy. Major plant and machinery like chillers, boilers, ventilation equipment, etc. were maintained at optimum performance levels and operated with adaptive control in relation to occupancy and ambient weather conditions.

Key initiatives planned for the coming year include installation of heat pumps for domestic water heating and space heating, installation of a solar power generation plant, installation of demand based control in ventilation system of kitchens, overhauling of transformer, installation of water flow optimizers and upgrading the condensate recovery system.

With various energy conservation measures taken in F.Y. 2023-24, we were able to reduce energy consumption by 72,154 kWh in comparison to F.Y. 2022-23 in spite of an

increase in room nights and food & beverage covers. Carbon dioxide emissions related to energy use were also kept in control.

Foreign Exchange Earnings and outgo

Foreign Exchange earnings during the year amounted to Rs. 5199.78 Lacs as compared to Rs. 4528.8 Lacs in the previous year. The expenditure outflow in foreign exchange during the year was Rs. 117.88 Lacs as compared to Rs. 64.7 Lacs in the previous year.

Auditors

At the 32nd Annual General Meeting of the Company held in the year 2022, Members approved the appointment of M/s Deloitte Haskins & Sells LLP, Chartered Accountants (FRN 117366W/W-100018) ("DHS LLP") as the Statutory Auditors of the Company to hold office for 5(five) consecutive years from the conclusion of the 32nd Annual General Meeting till the conclusion of the 37th Annual General Meeting.

Auditor's Report

The Auditor's Report does not contain any observation, qualification or adverse remark.

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 year, there were no significant and material orders passed by Regulators, Courts or Tribunals impacting the going concern status and the Company's operations.

Prevention of Sexual Harassment at Work Place

During the year, there was no complaint of sexual harassment at the workplace. The Company has complied with the provisions relating to the constitution of an Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and filed necessary returns.

Related Party Transactions

The contracts, arrangements or transactions with related parties are in the ordinary course of business and are at arm's length. There are material contracts, arrangements or transactions entered into by the Company with its Related Parties, required to be reported in the Form AOC-2 in terms of Section 188 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Form AOC-2 is annexed and forms part of this Report. The Related Party Transactions entered during the year are given in Note no. 37(b) and 37(c) of the Financial Statement.

Place: Agra

Date: 13th May 2024

Internal Financial Controls

The Company has put in place adequate Internal Financial Control systems commensurate with the size and operations of the business.

Loans, Guarantees or investments

During the year, the Company has not given any loan or guarantee and has not made any investments.

Deposits

During the year, the Company has not accepted Public Deposits.

Secretarial Audit

The Secretarial Audit of the records of the Company was conducted by a Practicing Company Secretary. The Report submitted by the Practicing Company Secretary does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is annexed and forms part of this Report.

Internal Audit and Vigil Mechanism

The requirement for appointment of an Internal Auditor is not applicable to the Company under the Act. The requirement for establishment of a Vigil Mechanism as required under Section 177 of the Act read with Rule 7 (1) of the Companies (Meetings of Board and its Powers) Rules, 2014 is also not applicable to the Company.

Subsidiaries, Associates and Joint Ventures

The Company does not have any Subsidiary, Associate or Joint Venture Company.

Director/KMP Remuneration

The Directors are not paid any remuneration except sitting fee for each meeting of the Board or Committee thereof. The Managing Director, Chief Financial Officer and Company Secretary do not draw any remuneration from the Company.

Total sitting fee paid during the Financial Year 2023-24 was Rs. 45 Lacs.

Secretarial Standards

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

Acknowledgement

The Board expresses its gratitude to the Government of India, Department of Tourism and all other Central and State Government Departments, Banks and other stakeholders for their continued co-operation and support.

The Board also takes the opportunity to thank all employees for their commitment and dedication.

For and on behalf of the Board

Arjun Singh Oberoi

Chairman

DIN: 00052106

(ANNEXURE -I)

• Brief outline on CSR Policy of the Company
  The CSR Policy focuses on addressing the critical social, economic and educational needs of the marginalised under-privileged children of the society and primary health care services for India's elderly population (60+ years) who are poor and needy. Directing its energies to orphan and homeless children and care for their educational, nutritional, health and psychological development needs, along with providing primary health care for the elderly population and disaster management, including relief, rehabilitation and reconstruction activities. The policy also focusses on sanitation including contribution to the Swachh Bharat Kosh set up by the Central Government for the promotion of sanitation, contribution to Clean Ganga Fund set up by the Central Government for rejuvenation of river Ganga and also for contribution to the Prime Minister's National Relief Fund.
  The Board of Directors at the Board Meeting held on 12th May 2023, on the recommendation of the CSR Committee, approved a CSR spend of Rs. 24,89,937 for the Financial Year 2023-24, being 2% of average net profit of the Company in the last three Financial Years. The amount was spent on primary healthcare services for India's elderly population (60+ years) who are poor and needy through Help Age India;
  The CSR Policy and the activities of the Company are available on the website of the holding Company, EIH Limited, www.eihltd.com.

• Composition of the CSR Committee

3. Provide the web-link where composition of CSR Committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company:

The Composition of the CSR Committee of the Company and the CSR projects approved by the Board are available on the website of the Holding Company, EIH Limited, www.eihltd.com.

1. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of Rule 8, if applicable

Not applicable.

1. (a) Average Net profit of the Company as per Section 135(5): Rs. 12,44,96,826
2. 1. Two-percentof average net profit of the Company as per Section 135(5): Rs. 24,89,936.52
   2. Surplus arising out of CSR projects or programmes or activities of the previous financial years - Nil
   3. Amount required to be set off for the financial year, if any - Nil
   4. Total CSR obligation for the financial year [(b)+(c)- (d)] - Rs. 24,89,936.52
3. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project) - Rs. 24,89,937
4. 1. Amount spent in Administrative overheads - Nil
   2. Amount spent on Impact Assessment, if applicable- Nil
   3. Total amount spent for the Financial Year [(a)+(b)+(c)] - Rs. 24,89,937
   4. CSR amount spent or unspent for the Financial Year:

NA

1. Excess amount for set off, if any: