EIH : Annual Report Mashobra Resort Limited

DIRECTORS' REPORT

The Members

Mashobra Resort Limited

The Board presents its Twenty Seventh Annual Report together with the Audited Financial Statement and the Auditor's Report for the Financial Year ended on 31st March 2022.

FINANCIAL HIGHLIGHTS

The financial highlights of the year under review as compared to the previous year are as follows:

Particulars	Rs. in Million
	2021-22	2020-21
Total Revenue	738.55	390.75
Operating Profit before Interest, Depreciation, Taxes,	418.60	197.46
Amortisations and Exceptional Items (EBIDTA)
Interest	1.03	0.99
Depreciation and Amortization Expenses	14.16	14.20
Profit /(Loss) before Tax	403.41	182.27
Tax including Deferred Tax	118.79	54.48
Profit/ (Loss) after Tax	284.62	127.79
Other Comprehensive Income/(Loss), net of tax	0.04	1.11
Total Comprehensive Income	284.66	128.90
Profit/(Loss) Brought Forward from earlier year	417.32	288.42
Profit/(Loss) Carried Over	701.98	417.32

PERFORMANCE

The performance of the Company was affected due to the outbreak of second and third waves of the Covid-19 pandemic during the Financial Year. The lockdowns imposed by the Central and State Governments as well other countries globally and consequent travel restrictions to avoid spread of the Covid-19 pandemic had an impact on almost all business segments i.e. corporate, leisure, MICE and direct business, all of which were severely impacted. The hospitality industry, in general has been severely impacted in terms of occupancy, ARR, RevPAR, turnover and profitability resulting from the Covid- 19 pandemic. Due to travel bans by several countries foreign travellers coming to India

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has become almost negligible. This has severely impacted the hotel industry in the Financial Year 2021 - 22. However, with India's very successful vaccination drive that resulted in Covid-19 pandemic infection declining, domestic travel and marketing and sales initiative taken by the Hotels to boost occupancies resulted in strong performance by the Company for the Financial Year.

A note on the impact of Covid-19 on the Company's operations is given in Note No. 45 of the Notes to the Accounts.

The Company and the Hotel have taken various initiatives to protect the Health and Safety of Guests and Employees. All precautions as per the World Health Organisation guidelines and directions of the Central and State Government have been implemented and are being strictly adhered to including to the following:

• All public areas such as Restaurants, SPA, Gym, swimming pool etc. made non- operational on States directives;
• Temperature measuring devices provided at the hotel for continuous monitoring of guests and employees;
• General Manager of the Hotel in continuous touch with local health officials for implementation of necessary guidelines.
• All the staff fully vaccinated.

DIRECTORS' RESPONSIBILITY STATEMENT

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

1. in the preparation of the annual accounts, applicable Accounting Standards have been followed and there are no material departures;
2. the directors have selected such accounting policies and 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 as at the end of the Financial Year and of the profit of the Company for that period;
3. the directors, to the best of their knowledge and ability, have taken proper and sufficient care in maintaining adequate accounting records in accordance with the provisions of the Act and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. the directors have prepared the Annual Accounts of the Company on a "going concern" basis; and
5. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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DIRECTORS

Mr. Anil Kumar Khachi, Mr. Devesh Kumar and Mr. S.N. Sridhar ceased to be Directors of the Company w.e.f. 26th October 2021, 22nd July 2021 and 1st September 2021 respectively. The Board places on record its deep appreciation of the services rendered and valuable contributions made by Mr. Anil Kumar Khachi, Mr. Devesh Kumar and Mr. S.N. Sridhar during their tenure as Director on the Board of the Company.

Mr. Ram Subhag Singh, (DIN: 02659274) and Mr. Subhasish Panda (DIN: 02331848) were appointed as Additional Directors on the Board of the Company w.e.f. 26th October 2021. Pursuant to provision of Section 161(1) of the Act, they hold office upto the date of the forthcoming Annual General Meeting.

The Government of Himanchal Pradesh has nominated Mr. Devesh Kumar, IAS to be appointed as Director in place Mr. Subhasish Panda, IAS. Therefore, Mr. Subhasish Panda had relinquished the office of Director and Mr. Devesh Kumar, IAS was appointed as Additional Director on the Board of the Company w.e.f. 29th April 2022, who shall hold office upto the date of the forthcoming Annual General Meeting, pursuant to provision of Section 161(1) of the Act. The Directors recommend the appointment of Mr. Ram Subhag Singh and Mr. Devesh Kumar as a regular Director at the ensuing Annual General Meeting, liable to retire by rotation.

Mr. Kallol Kundu (DIN: 09377233) was appointed as Director by the Board on 26th October 2021 in the casual vacancy caused due to the vacation of office by Mr. S.N. Sridhar. The appointment of Mr. Kallol Kundu is required to be approved by the Shareholders at the next Annual General Meeting of the Company. Mr. Kallol Kundu will hold office as a Director up to the date up to which Mr. S.N. Sridhar would have held office, had he not vacated his office as Director. The Directors recommend appointment of Mr. Kallol Kundu as a regular Director on the Board, liable to retire by rotation.

Mr. T.K. Sibal (DIN: 00038992) will retire by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment. The Directors recommend re-appointment of Mr. T.K. Sibal as Director on the Board, liable to retire by rotation.

BOARD MEETING

During the year, the Company held four Board Meetings on 23rd April 2021, 23rd July 2021, 26th October 2021 and 1st February 2022. The attendance of the Directors is as under:

Name of the Director	No. of Meetings attended
Mr. Anil Kumar Khachi##	2
Mr. Prabodh Saxena	4
Mr. Devesh Kumar#	1
Mr. Arjun Singh Oberoi	4

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Mr. Vikramjit Singh Oberoi	4
Mr. T.K. Sibal	4
Mr. S.N. Sridhar@	2
Mr. Kallol Kundu*	2
Mr. Ram Subhag Singh*	2
Mr. Subhasish Panda*	1

*appointed as a Director with effect from 26th October 2021 and ceased to be the Director w.e.f. 29th April 2022

• ceased to be a Director with effect from 22nd July 2021 and again appointed as director w.e.f. 29th April 2022
  ## ceased to be a Director with effect from 26th October 2021 @ ceased to be a Director with effect from 1st September 2021

AUDIT COMMITTEE AND THE NOMINATION AND REMUNERATION COMMITTEE

The Company is a Joint Venture between EIH Ltd and the Government of Himachal Pradesh. Therefore, the Company is not required to comply with the provisions relating to Audit Committee (Section 177) and Nomination and Remuneration Committee (Section 178) pursuant to Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

INDEPENDENT DIRECTORS AND THEIR MEETING

The Company is a Joint Venture between EIH Ltd and the Government of Himachal Pradesh. Therefore, in accordance with Section 149(4) of the Act read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 as amended by Companies (Appointment and Qualification of Directors) Amendment Rules, 2017, with effect from 5th July 2017, the Company is not required to appoint Independent Directors and as such requirement of holding at least one meeting of the Independent Directors in a year pursuant to Schedule V of the Act is not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company's CSR Policy formulated in the Financial Year 2014-15 can be accessed on the holding Company, EIH Limited website, www.eihltd.com.

The Annual Report with details on Corporate Social Responsibility activities for the Financial Year 2021-22 is attached as Annexure -I and forms part of this report.

DIRECTORS APPOINTMENT AND REMUNERATION POLICY

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 does not apply to the Company.

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BOARD EVALUATION

The Company has put in place a policy and process for evaluation of the Board of Directors, Individual Directors and Committees etc. M/s Excellence Enablers Private Limited has conducted the evaluation of the Board, Committees and Individual Directors. The Board Evaluation Report for the Financial Year 2021-22 submitted by M/s Excellence Enablers Private Limited has been taken on record by the Board.

RISK MANAGEMENT

The Company is a subsidiary of EIH Limited. EIH Limited has in place a comprehensive Risk Management policy, framework and risk committee which is made applicable to the Company's hotel, Wildflower Hall and the Company. The risks, if any, on the Company and the Company's hotel is monitored periodically and reported to the Board.

ENERGY CONSERVATION MEASURES

Focussed Energy Conservation efforts continued during the year. Action taken during the year include installation of Heat Pump for swimming pool heating and Installation of Electric heater for Jacuzzi water heating so as to reduce consumption of diesel. Energy efficient LED lamps were installed in Back of the House areas and motion sensor to control lighting operation were also installed.

Furthermore, conservation measures in form of tight operational control of Kitchen and Laundry equipment. Major plant and machinery like Elevators, Chillers, boilers, ventilation equipment, etc. were operated with adaptive control in relation to occupancy and ambient weather conditions.

Some of the action planned for coming year are replacement of remaining fluorescent tube lights & incandescent lamps with energy efficient LED lights, installation of water flow optimisers & Heat pumps for domestic water heating.

With various energy conservation measures taken in FY 2021-22, we were able to reduce our overall absolute energy consumption by about 4.5% in comparison to FY 2019-20. These energy savings have resulted in reduction of our carbon dioxide emissions by about 58 metric tonnes in comparison to FY 2019-20.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign exchange earnings during the year amounted to Rs 37.62 Million as compared to Rs. 24.20 Million in the previous year. The outflow of foreign exchange during the year was Rs. 6.58 Million as compared to Rs. 5.13 Million in the previous year.

SECRETARIAL STANDARDS

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

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