As on: May 11, 2025 06:22 PM
Dear Shareholders,
Your Directors have pleasure in presenting the 58th Annual Report together with the audited accounts of the Corporation for the year ended 31st March, 2023.
1. Your Corporation has achieved Revenue from Operations of Rs. 458.08 crore during the financial year 2022-23 as against Rs. 289.54 crore in the previous year 2021-22. This is the highest ever Revenue from Operations of ITDC and a jump of 58% over the previous year. During the financial year 2022-23, the Corporation has earned profit before tax of Rs. 85.94 crore as compared to profit before tax of Rs. 7.62 crore during 2021-22. This is the highest ever profit before tax of Rs. 85.94 crore which is eleven times more as compared to profit before tax of Rs. 7.62 crore of financial year 2021-22. The performance of the Corporation is improved due to overall growth of tourism & hospitality sector in the country.
2. Performance Highlights
The highlights of the financial results of the Corporation (Standalone) are given below:-
3. Division wise financial performance :
The Division wise financial performance of the
Corporation is summarized as under:-
i) Hotels Division has achieved Revenue from Operations of Rs. 314.48 crore during the year 2022-23 as against Rs. 199.61 crore in the previous year, registering an increase of 58%. The Division earned a profit of Rs. 84.50 crore as against a profit of Rs. 13.20 crore during the previous year 2021-22.
ii) The Revenue from Operations of Ashok Travels & Tours (ATT) Division during 202223 increased to Rs. 62.87 crore from Rs. 23.66 crore during the year 2021-22. The ATT Division has earned profit of Rs. 16.19 crore as against loss incurred of Rs. 1.72 crore in the previous year.
iii) The Revenue from Operations of the Ashok Events Division increased to Rs. 51.08 crore during 2022-23 from Rs. 29.30 crore during 2021-22 and it has earned a profit of Rs. 8.20 crore as against profit of Rs. 3.31 crore in the previous year 2021-22.
iv) The Revenue from Operations of Ashok International Trade Division (AITD) was Rs. 15.98 crore during the year 2022-23 as against Rs. 20.15 crore in the previous year 2021-22. During the year 2022-23, 15 duty free shops were in operation at seaports. The shop at Mumbai was closed on 18th April, 2023 due to unviability. The AIT division has earned Profit before Tax (PBT) of Rs. 3.24 crore as compared to PBT of Rs. 5.74 crore in the previous year.
v) The Engineering Division including SEL Projects achieved a Revenue from Operations of Rs. 13.71 crore during the year 2022-23 as against the Revenue from Operations of Rs. 14.98 crore in the previous year 2021-22.
vi) The Ashok Institute of Hospitality and Tourism Management (AIH&TM) achieved Revenue from Operations of Rs. 3.85 crore during 2022-23 as against a Revenue from Operations of Rs. 4.86 crore in the previous year 2021-22.
4. Capital Structure
There is no change in authorized and paid-up share capital of the Corporation. The Authorized Share Capital of the Corporation is Rs. 150 crore and the paid- up Share Capital is Rs. 85.77 crore as on 31st March, 2023.
5. Dividend
Board has recommended a dividend of Rs. 2.20 per share i.e. 22% on the equity share capital of the company aggregating to Rs. 18.87 crore approximately.
Corporation's Dividend Distribution Policy is available at the website link https:// itdc.co.in/wp-content/uploads/2019/07/ ITDC-Dividend-Distribution-Policv.pdf
6. Transfer to Reserve
No amount has been transferred to the General Reserves.
7. Rating of ITDC vis-a-vis MoU targets
For the Financial Year 2021-22, ITDC got exemption and therefore has not entered into the MoU with the Ministry of Tourism, Government of India. For the Financial Year 2022-23, MoU was signed. Performance evaluation for the MoU for the financial year 2022-23 will be done by
the DPE during financial year 2023-24.
8. Management Discussion and Analysis
The report on the Management Discussion and Analysis is placed at Annexure-I.
9. Procurement from MSME
During the financial year 2022-23, the Corporation has procured 70.72% (previous year 64.26%) of total procurement of goods and services from Micro and Small Enterprises (MSMEs) against the prescribed target of 25% as per the procurement policy of Govt. of India. The procurement from MSEs owned by SC/ST entrepreneurs is 0.03% while procurement from MSEs owned by Women Entrepreneurs is 1.53%. Further all tenders contained a clause for exemption of tender fee and EMD for MSEs. Tender also contained the clause for due preference to MSEs as per Gol guidelines. Continuous Vendor Registration for MSEs is allowed through our websites and Vendor Development Programmes are conducted at regular intervals for the MSEs.
10. Implementation of official language policy
During the year, the Corporation continued its efforts to promote the use of Hindi in official work through promotion and training. Cash prizes were given to the employees/Divisions under O.L. Incentive Award Schemes for doing prescribed quantity of work in Hindi, for performing in Hindi through Unicode etc. Hindi Workshops were organized to provide practical training in noting-drafting, Unicode, Google Voice Type and other tasks in Hindi. Besides, the Corporation bagged consolation prize for the 2nd time for "Best Implementation of O.L under the aegis of NARAKAS (Undertakings-1), Delhi. Hindi Parv was celebrated from 14th -29th Sept, 2022 in Corporate Headquarters and all the Hotel Units of ITDC. During this period, series of activities including various Hindi competitions, quiz and workshops, etc. were conducted for creating an encouraging environment to propagate and promote the use of Hindi language. Online Hindi Sangoshthi was also held during Hindi Parv. Besides, banners, standees and posters were prepared displaying quotations in Hindi.
A cultural programme and Hindi Kavi Goshthi were organized at The Ashok on 17th November, 2022 to celebrate "Hindi Parv" which included performances by prominent Hindi poets as well as various performances like Bharatanatyam, monoacting, songs, drama etc. by ITDC's own employees as well as their children besides Rajbhasha Prize Distribution Function to encourage Official Language in the Corporation and winners were felicitated with cash prize, mementos and certificates. On this occasion, MD, ITDC urged all the officers and employees to do their day-to-day official work in Hindi.
11. Conservation of Energy & Technology Absorption
Commitment towards energy conservation remains in the units at various stages of operations. Commercial considerations, energy conservation policies and practices play a vital role in the endeavors made in this direction.
Since your Company's operations do not involve technology absorption, the particulars as per Rule 8(3)(B) of the Companies (Accounts) Rules 2014 regarding technology absorption are not applicable.
12. Foreign Exchange Earnings & Outgo
The Direct Foreign Exchange Earnings during the year 2022-23 has decreased to Rs. 16.14 crore from Rs. 20.15 crore in the previous financial year 2021-22 mainly due to lower Revenue from Operations of AIT Division.
13. Subsidiary Companies
As on 31.03.2023, the Corporation has four subsidiary Companies, viz.
(i) Pondicherry Ashok Hotel Corporation Ltd
(ii) Ranchi Ashok Bihar Hotel Corporation Limited.
(iii) Utkal Ashok Hotel Corporation Ltd.
(iv) Punjab Ashok Hotel Company Ltd.
The Hotel Units were set up under the aforesaid subsidiary Companies at Puducherry, Ranchi and Puri respectively. The Hotel project at Anandpur Sahib is incomplete.
The operation of Hotel unit at Puri is closed since March, 2004. Process for its disinvestment has been started. Status of disinvestment has been given elsewhere in the report.
Regarding incomplete project at Anandpur Sahib, Inter Ministerial Group (IMG) set up by the Ministry of Tourism in its meeting held on 29.11.2018 has approved the transfer of the incomplete project to the Government of Punjab. Status of disinvestment has been given elsewhere in the report.
Operations of Hotel Ranchi Ashok have been closed w.e.f. 29.03.2018. IMG in its meeting held on 13.09.2018 has accorded approval for sale of equity of ITDC in the JV Company to the Government of Jharkhand. Status of disinvestment has been given elsewhere in the report.
Hotel Pondicherry Ashok under Pondicherry Ashok Hotel Corporation Limited is also under disinvestment process. All the subsidiary companies are under disinvestment process, the status of disinvestment has been given elsewhere in the report.
The Annual Accounts of all the subsidiary companies have been audited and finalized and the Consolidated Annual Accounts have been prepared and presented in this Annual Report. A statement containing the salient features of the subsidiary companies forms part of the Consolidated Annual Accounts 2022-23.
14. Vigil Mechanism and Whistle Blower Policy
The Corporation has a Whistle Blower Policy which is posted on the website https:// itdc.co.in/wp-content/uploads/2019/07/ Whistle-Blower-Policy.pdf. Being a Central Public Sector Enterprise, the Corporation has a Vigilance Department. Chief Vigilance Officer, the Head of the Vigilance Division, is under the direct control of the Central Vigilance Commission (CVC), an independent Govt. Agency. During 2022-23, no employee approached the Audit Committee through Whistle Blower Mechanism.
15. Board of Directors
During the year, Eleven Board meetings were held to transact the business of the Company.
The Board presently (on date of this report) comprises of five directors i.e. Chairman, Director (Finance), one Government Nominee Director and two Independent Directors including one woman Independent Director. Further, as on the date of this Report, the post of Managing Director, Director (Commercial & Marketing) and one Independent Director are vacant.
A) Non-Executive Chairman
Dr. Sambit Patra, Part Time NonExecutive Director and Chairman w.e.f. 02.12.2021.
B) Executive Directors
1. Shri Ganji Kamala Vardhana Rao, appointed as Chairman and Managing Director w.e.f. 11.11.2019, redesignated as Managing Director w.e.f. 02.12.2021 and ceased to be the director w.e.f. 03.02.2023.
2. Shri Piyush Tiwari, Director (Commercial & Marketing) w.e.f. 28.05.2015 to 30.06.2023. During the financial year he held the additional charge of Managing Director w.e.f 03.02.2023 to 02.05.2023. He ceased to be the director w.e.f. 01.07.2023.
3. Shri Lokesh Kumar Aggarwal, appointed as Director (Finance) w.e.f. 24.08.2022. Presently he is also holding the additional charge of Director (Commercial & Marketing)
C) Other Part time Non-Executive Directors
(a) Part-time Government
Nominee Directors:
1. Ms. Rupinder Brar, ADG (Tourism), Govt. Nominee Director w.e.f. 11.10.2019 to 22.07.2022.
2. Shri Chetan Prakash Jain, JS&FA (Tourism), Government Nominee Director w.e.f. 09.06.2021 to 07.11.2022.
3. Ms. Ranjana Chopra, AS&FA (Tourism) appointed as Government Nominee Director w.e.f. 28.11.2022.
(b) Independent part time Directors :
1. Dr. Manan Kaushal appointed as Independent Director w.e.f. 24.01.2022
2. Dr. Anju Bajpai appointed as Woman Independent Director w.e.f. 24.01.2022 During the financial year 2022-23, following directors were appointed/ ceased to be appointed :
Part time Non-Executive directors :
• Ms. Rupinder Brar ceased to be Govt.
Nominee Director w.e.f. 22.07.2022
• Shri Lokesh Kumar Aggarwal appointed as Director (Finance) w.e.f. 24.08.2022
• Shri Chetan Prakash Jain ceased to be Govt. Nominee Director w.e.f.
07.11.2022
• Ms. Ranjana Chopra appointed as Govt. Nominee Director w.e.f. 28.11.2022
• Shri Ganji Kamala Vardhana Rao ceased to be Director w.e.f. 03.02.2023
As per disclosure received from the Directors, the Directors are not related to one another.
Pursuant to Article 61 of the Article of Association, Dr. Sambit Patra and Shri Lokesh Kumar Aggarwal retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Details of profile etc. as required under Regulation 36(3) of SEBI (LODR) Regulations, 2015 in respect of Directors liable to retire by rotation and seeking re-appointment have been given at the end of the Notice of AGM. Further pursuant to Regulation 17 (1C) of SEBI (LODR) Regulations, approval of shareholders through ordinary resolution will be sought for appointment of Ms. Ranjana Chopra as Director.
16. Training Policy and the training imparted to the directors
The Corporation has formulated a training policy for Board Members. As per the policy, ITDC offers training programmes organized by Standing Conference on Public Enterprises (SCOPE), Department of Public Enterprises (DPE) and Indian Institute of Corporate Affairs (IICA) to the Board Members. Further, on induction of non-official Directors, ITDC may also arrange training on the role and responsibilities of Directors from the professional institutes like ICAI, ICSI, ICMAI, IIM, SCOPE etc.
During the Financial Year 2022-23, no new Independent Directors were inducted in the Board. Familiarization programme conducted by ITDC for existing Nonofficial directors on 28.03.2022 which was attended by the two Non-official directors. Details are given in the website https:// itdc.co.in/wp-content/uploads/2022/03/ Familiarization-Programme- -2021-2022. pdf
17. Declaration by Independent Directors
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (LODR) Regulations, 2015. The declaration were placed before the Board.
18. Board Evaluation
The evaluation of the Board including its committees as a whole and the Independent Directors is conducted on the basis of criteria and framework laid down by the Nomination & Remuneration Committee of the Board. Based on the evaluation criteria laid down by the Committee, the performance evaluation of the Board is measured in six areas. The performance evaluation of the Independent Directors is also measured in six areas based on questionnaire designed on a scale of 1 to 5.
ITDC is a Government Company under the administrative control of Ministry of Tourism. The functional directors including Chairman and Managing Director/Managing Director (CMD/MD) are selected on the recommendations of Public Enterprises Selection Board (PESB)/ Appointments Committee of the Cabinet (ACC) in accordance with the procedure and guidelines laid down by Government of India.
The Company enters into Memorandum of Understanding (MoU) with the administrative ministry, i.e., Ministry of Tourism, Government of India every year, containing key performance parameters for the company. The performance of the Company is evaluated by Department of Public Enterprise vis-a-vis MoU entered into with the Ministry of Tourism, Government of India.
The performance evaluation of CMD/ MD includes self evaluation and final evaluation by the Ministry of Tourism (based on the MoU rating received). The evaluation of performance of Functional Directors includes self-evaluation by the respective functional directors and subsequent assessment by CMD/MD (on the basis of achievement of MoU targets and MoU rating received), with final evaluation by the Ministry of Tourism (the administrative ministry).
In respect of Government nominee directors, their evaluation is done by the Ministry of Tourism as per the procedure laid down by the Government of India.
The independent directors are appointed by the administrative ministry, their evaluation is also done by the Ministry of Tourism and Department of Public Enterprises as per the procedure defined DPE DO dated 08.05.2018, DPE OM No. 9(14)/2009-GM-Part 3/FTS-9036 dated 22.04.2022 and 30.05.2022.
It is also submitted that Ministry of Corporate Affairs (MCA) vide its circular dated June 5, 2015 had exempted Government Companies from the provisions of section 178(2) of the Companies Act, 2013, which requires performance evaluation of every director by the Nomination & Remuneration Committee. The circular further exempted Govt. Companies from the provisions of Section 134 (3) (p) of Companies Act 2013, which provide about manner of formal evaluation of its own performance by the Board and that of its Committees and Individual Director in Board's Report, if directors are evaluated by the Ministry which is administratively in-charge of the Company as per its own evaluation methodology. Further, Ministry of Corporate Affairs vide its notification dated 5th July, 2017 has exempted the provisions relating to review of performance of Chairperson and non-independent directors and the Board as a whole and evaluation mechanism, prescribed in Schedule IV of the Companies Act, 2013, for Government Companies.
19. Particulars of loans, guarantee or investments
Extracts of the Register of Loans, Guarantee and Investments during the financial 2022-23 are as under :
During the year under review, ITDC Board approved following loans to its Joint Venture Subsidiary companies:
a) Ranchi Ashok Bihar Hotel Corporation Ltd. : ITDC Board approved following loans during 2022-23 :
• Loan of Rs. 17,51,000/- in its meeting held on 18.05.2022 for payment of TDS being statutory liability and payment of Security Services at a rate of interest of 9% per annum. The loan was disbursed on 10.08.2022.
• Loan of Rs. 48,96,000/- in its meeting held on 14.07.2022 for payment of salaries and statutory dues at a rate of interest 9% per annum. The loan was disbursed on 10.08.2022.
• Loan of Rs. 6,13,44,000/- in its meeting held on 28.11.2022 for payment of past salaries, VRS dues, PF, Gratuity etc. of employees of Hotel Ranchi Ashok at a rate of interest of 9% per annum. The loan was disbursed on 07.03.2023.
b) Utkal Ashok Hotel Corporation Ltd.: ITDC Board approved following loans during 2022-23 :
• Loan of Rs. 10 lakh in its meeting held on 17.10.2022 for payment of Security Expenses, Legal Expenses and Miscellaneous expenditures at a rate of interest of 9% per annum out of which Rs. 5,40,000/- was disbursed on 22.12.2022
• Loan of Rs. 36,13,000/- in its meeting held on 07.02.2023 for payment of Statutory Liability of TDS. The loan was disbursed on 13.03.2023.
20. Corporate Governance
As per the requirement of Clause C of Schedule V to SEBI (LODR) Regulations, 2015, a detailed report on Corporate Governance together with the following is given in Annexure-II which forms part of this Report.
(i) CEO/CFO Certificate [as per Regulation 17(8) of SEBI (LODR) Regulations, 2015]; and
(ii) Certificate from the Practicing Company Secretary [Clause E to Schedule V to SEBI (LODR) Regulations, 2015] along with the management reply to observations.
21. Directors' Responsibility Statement
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed: -
• that in the preparation of the accounts for the financial year ended 31st March, 2023, the applicable accounting standards have been followed read along with proper explanation relating to departures;
• that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;
• that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
• that the Directors have prepared the accounts for the financial year ended 31st March 2023 on a ‘going concern' basis;
• that the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;
• that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
22. Internal Financial Controls
The Corporation has adequate internal controls system commensurate to its nature of business. Board has laid down adequate policies and procedures such as Licensing Procedure, Purchase Procedures, Engineering & Works Manual, SoP for Cash & Bank Transactions, Internal Financial Control Policy, Risk Control Mechanism, Delegation of Powers etc. for ensuring the orderly and efficient conduct of business.
Professional services of Chartered Accountant Firms are availed to conduct Internal Audit of all units/verticals of ITDC. A detailed Internal Audit manual duly approved by the Board of Directors has been circulated to all the units.
Internal Auditors monitor and evaluate the efficacy and adequacy of the internal checks & control systems. Quarterly Internal Audit Reports are submitted by Internal Auditors. Corrective actions, wherever required, are taken by the units/ verticals. Significant observations, if any, are reported to the Audit Committee.
23. Related Party Transactions
There are no materially significant related party transactions reportable under Section 188 of the Companies Act, 2013. The Audit Committee and the Board has approved a policy on materiality of the related party transactions, which is posted on the website of the company https:// itdc.co.in/wp-content/uploads/2019/03/ Revised-RPT-Policv.pdf.
24. Disclosure as per OM of Ministry of Parliamentary Affairs
In compliance with the OM F.No. 28(1 )/2016-Leg.I dated 24.01.2018 of Ministry of Parliamentary Affairs, Government of India on the recommendations made by the Committee on Papers Laid on the Table (Rajya Sabha), details related to vigilances, Audit Objections and RTI matters etc. are required to be included in the Annual Report of the Company. The relevant details are as under :
Vigilance Cases
Number of Vigilance cases disposed off during the financial year 2022-23 are 21 (Twenty one) whereas the pending Vigilance cases are 15(Fifteen). The pending disciplinary cases are 03(Three). The nature of such cases includes alleged financial irregularities in license agreement, difference in cash balance at a Duty Free Shop and missing stock bottles from Duty Free Shop-Mumbai.
Audit Objections
There are total outstanding 159 para pending for resolution with CAG for Transaction Audit.
RTI Matters
The Corporation is a Public Authority under clause (h) of Section 2 of Right to Information Act, 2005. The Corporation has taken necessary steps for the implementation of the Right to Information Act, 2005. The Corporation is in compliance with the RTI Act, 2005.
25. Report under section 22 of The Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013
The Corporation has constituted necessary Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During 2022-23, no complaint was received and one complaint (carried from 2021-22) was pending at the end of the year 2022-23.
26. Corporate Social Responsibility and Sustainable Development
Pursuant to the recommendation of the CSR Committee, Board resolved to donate Rs. 7.64 lakh to the Armed Forces Flag Day Funds (AFFDF) for Ex-Servicemen (ESM).
The Annual Report on CSR Activities and the Report on the Sustainable Development Activities are annexed as Annexure III .
27. Risk Management Policy and its implementation
ITDC has a Board approved Risk Management Policy laying down a sound process for identification and mitigation of risks. In accordance with the policy, the heads of all strategic divisions/units have been nominated as Risk Manager and a committee namely Risk Management Compliance Committee (RMCC) presently headed by VP (Security) has been constituted to oversee and ensure compliances with the risk management policy of the Corporation.
During the Financial Year 2022-23, two meetings of the Risk Management Compliance Committee were held on 04.08.2022 and 11.01.2023.
As per clause 21 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, a Board level Risk Management Committee has been constituted. Present constitution of the committee is as under:
i) Shri Lokesh Kumar Aggarwal, Director (F) - Member
ii) Dr. Manan Kaushal, Independent Director -Member
iii) Dr. Anju Bajpai, Independent Diector - Member
iv) GM (Hotels) - Member
v) VP (F&A), HOD - Member
The role and responsibilities of the Risk Management Committee is defined in Part D of the Schedule II to SEBI (LODR) Regulations which is duly approved by the Board.
During the financial year 2022-23, two meetings of the Board Level Risk Management Committee were held on 10.08.2022 and 06.02.2023.
Summary of Critical Risks requiring immediate action and medium risks not requiring immediate action having combined score of 6 and above as per new format and Risks in the category of Likely and Almost Certain as per old format as presented in the Board Level Risk Management Committee Meeting held on 06.02.2023 were as under :
Hotels Division :
Economic Risks : Dependence on Govt. and PSUs Business.
Industrial Risks : Threat to Market share, Change in Technology/Upgradation
Personnel Risks : Non-availability of Adequate Skill set
Political Risks : Uncertainty on continuation of ITDC-Threat of Disinvestment
Pollution and Environmental Risk : Compliance with Health and Safety guidelines
System Risk : Risk due to low IT infrastructure
Legal Risks : Contractual Risk and Tax Risk (Property Tax)
ATT Division :
Economic Risk : Dependence on Govt. Sector
Industrial Risk : Threat to Market share, Dependence on outside vendors for transport business
Management & Operational Risk : Low IT environment and lack of specialized manpower, Change in Technology/up- gradation
Personnel Risks : Non availability of adequate executives from the industry and skilled staff Credit Risk and liquidity Risk: Loss due to non-payment of dues by client resulting in bad debts
AIT Division
Personnel Risk : Non-availability of adequate skill sets
Legal Risk : Various cases pending with appellant Custom Authorities
Ashok Events Division
Economic Risk : Dependence on Govt. Business
Industrial Risk : Threat to Market share
Credit Risk : Non payment of dues by clients resulting in bad debts
Engineering Division
28. Auditors and Auditor's Report
The Comptroller & Auditor General of India have appointed M/s J.K.S.S. & Associates, (Formerly known as M/s JK Sarawgi & Company) Chartered Accountants and M/s Doogar & Associates, Chartered Accountants as Joint Statutory Auditors for entire ITDC including its divisions/units under section 134(5) of the Companies Act, 2013. Earlier CAG used to appoint separate auditors for divisions/units.
Management Reply to the Qualifications given by the Auditors Report (Standalone and Consolidated) are placed at Annexure-IV.
29. Secretarial Auditor and Secretarial Audit Report
ITDC Board in its meeting held on 29th March, 2023 appointed M/s P.C. Jain & Company, Company Secretaries as the Secretarial Auditors for conducting the Secretarial Audit as required under Section 204 of the Companies Act, 2013 for a period of three years. The Secretarial Audit Report is placed at Annexure-V and Certificate of Non-Disqualification of Directors given by the Secretarial Auditor is placed at Annexure-VI and management replies to the comments and observations of the Secretarial Auditors on the report are given at Annexure VII.
30. Cost Records
Corporation 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 service of the Company are not covered under the said rules.
31. Extract of Annual Return
In accordance with Section 134(3)(a) and Section 92 of the Companies Act, 2013, the annual return of company is available on the website and can be accessed at https://itdc.co.in/wp-content/ uploads/2022/11/Annual-Return-for-the- Financial-Year-2021-22.pdf
32. Significant and material orders
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operation in future.
33. Comments of the Comptroller and Auditor General of India
‘Nil' Comments received from the Comptroller & Auditor General of India, under Section 143(6) of the Companies Act, 2013 on the Accounts (Standalone and Consolidated) of the Company for the financial year ended 31st March, 2023 (enclosed at the end of the Annual Report).
34. Material changes and commitments affecting the financial position of the Company between the end of the Financial year and the date of the Report
Status of Disinvestment of properties of ITDC and its JV Subsidiaries:
No. of hotels disinvested during 2022-23 (Upto the date of Report) : Nil
Status of disinvestment of Properties of ITDC and its JV companies as on date is as under :
to be discussed with the State Government and the views of the State Government should be taken in writing. After having taken the views of the State Government, financial and legal pros and cons of all the options to be analyzed and if needed, opinion of outside legal expert may be taken and the report to be put up to the IMG in the next meeting for taking a decision.
Acknowledgement
i. The Board places on record its sincere appreciation towards all the stakeholders of the Company including customers/ clients, suppliers/vendors/service providers for the support and confidence reposed by them in the organization and look forward to the continuance of this relationship in future.
ii. The Board gratefully acknowledges the support and guidance received from various Ministries of the Government of India particularly the Ministry of Tourism, in Company's operations and developmental plans.
iii. The Board also wishes to record its deep gratitude to all the members of ITDC family whose enthusiasm, dedication and co-operation, put the Company on the path of progress.