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EQUITY - MARKET SCREENER

Indian Hotels Co Ltd
Industry :  Hotels
BSE Code
ISIN Demat
Book Value()
500850
INE053A01029
57.0245862
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
INDHOTEL
137.66
47121.76
EPS(TTM)
Face Value()
Div & Yield %
2.41
1
0.12
 

As on: Oct 02, 2022 02:13 AM

To the Members,

The Directors take pleasure in presenting the Integrated Annual Report of The Indian Hotels Company Limited ('the Company' or 'IHCL') along with the Audited Financial Statements for the Financial Year ended March 31, 2022. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial Results

(Rs Crores)

Standalone

Consolidated

2021-22 2020-21 2021-22 2020-21
Revenue 2,003.34 1,133.15 3,056.22 1,575.16
Other income 149.08 110.52 155.16 164.72
Total income 2,152.42 1,243.67 3,211.38 1,739.88
Expenses Operating expenditure 1,615.07 1,230.05 2,651.47 1,936.92
Depreciation and amortization expenses 203.03 203.81 406.05 409.63
Total Expenses 1,818.10 1,433.86 3,057.52 2,346.55
Profit/(Loss) before finance cost and tax 334.32 (190.19) 153.86 (606.67)
Finance cost 304.50 294.79 427.66 402.82
Profit/(Loss) before Exceptional Items, Tax and share of equity accounted investees 29.82 (484.98) (273.80) (1,009.49)
Add/(Less): Exceptional Items (56.93) (155.30) 15.62 159.95
Profit/(Loss) before Tax and share of equity accounted investees (PBT) (27.11) (640.28) (258.18) (849.54)
Tax expense 7.34 (115.50) (35.78) (155.33)
Profit/(Loss) after Tax before share of equity accounted investees (34.45) (524.78) (222.40) (694.21)
Add: Share of Profit/(Loss) of Associates and Joint Ventures net of tax NA NA (42.57) (101.42)
Profit/(Loss) for the year (34.45) (524.78) (264.97) (795.63)
Attributable to:
Shareholders of the Company (34.45) (524.78) (247.72) (720.11)
Non-Controlling Interest NA NA (17.25) (75.52)
Opening Balance of Retained Earnings 250.64 808.52 (760.70) 152.26
Adjustment on account of transition to the new lease standard, net of taxes *

*

*

*

Profit / (Loss) for the Year (34.45) (524.78) (247.72) (720.11)
Other comprehensive income / (losses) 6.05 26.36 7.37 29.97
Total comprehensive income (28.40) (498.42) (240.35) (690.14)
Dividend Paid * (47.57) (59.46) * (47.57) (59.46)
Tax on Dividend * * * *
Realised gain / (loss) on sale of investment transferred from OCI *

*

*

5.80
Adjustments on account of change in non-controlling interest

*

*

(0.04) (169.16)
Closing Balance of Retained Earnings 174.67 250.64 (1,048.66) (760.70)

'Dividend declared in FY 2020*21 and paid during the year under review

2. Dividend

The Board recommended a dividend of Rs 0.40 per fully paid Equity Share on 1,42,03,99,602 Equity Shares of face value Rs 1 each, for the year ended March 31, 2022 (Previous YearRs 0.40 per share) based on the parameters laid down under the Dividend Distribution Policy.

The dividend on Equity Shares is subject to the approval of the Shareholders at the Annual General Meeting ('AGM') scheduled to be held on Thursday, June 30,2022. The dividend once approved by the Shareholders will be paid on and after Thursday, July 7, 2022.

The dividend on Equity Shares if approved by the Members, would involve a cash outflow of Rs 56.82 Crores and shall be paid out of profits of the Company for previous financial years forming a part of retained earnings pursuant to Section 123 (1) of the Companies Act, 2013 ('the Act').

3. Transfer to Reserves

During the year under review, an amount of Rs 103.20 Crores was transferred from Debenture Redemption Reserve to General Reserve consequent to the redemption of Unsecured Non-Convertible Redeemable Debentures of Rs 550 Crores. Due to losses in FY 2021-22, no amount has been transferred to any other reserves.

4. Company's performance

On a standalone basis, the Total Income for FY 2021-22 was Rs 2,152.42 Crores, which was higher than the previous year's Total Income of Rs 1,243.67 Crores by 73% enabled by improving business situation across accommodation and food and beverages as lockdowns were relaxed and vaccination coverage increased. Consequently, the Company reported a Loss after tax for FY 2021-22 of Rs 34.45 Crores in comparison with Rs 524.78 Crores for FY 2020-21.

On a consolidated basis, the Total Income for FY 2021-22 was Rs 3,211.38 Crores, higher than the previous year's Total Income of Rs 1,739.88 Crores by 85%. The Loss after tax attributable to shareholders and non-controlling interests for FY 2021-22 was Rs 264.97 Crores as against Rs 795.63 Crores for FY 2020-21. The Loss attributable to shareholders of the Company for FY 2021-22 was Rs 247.72 Crores as against Rs 720.11 Crores for the previous year.

Depreciation and Finance Costs

Depreciation at Rs 203.03 Crores was in line with that of FY 2020-21. Finance costs for FY 2021-22 at Rs 304.50 Crores was higher than FY 2020-21 by Rs 9.71 Crores.

Exceptional Items

Exceptional Items include an exchange gain on change in fair value of derivative contractsRs 6.29 Crores (Previous Year Rs 25.00 Crores) and a provision for impairment due to losses in overseas subsidiaries of Rs 63.22 Crores (PreviousYearRs 179.52 Crores).

Fund Raising

During the year under review, the Company issued 13,21,31,257 fully paid up Equity Shares of face value of Rs 1 each at a price of Rs 150 per Equity Share to existing equity shareholders on the record date on 'rights' basis for an amount aggregating to Rs 1,981.97 Crores. The Company also issued 9,90,09,900 fully paid up equity shares at an issue price of Rs 202 per share to Qualified Institutional Buyers in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 for an amount aggregating to Rs 2,000 Crores. The aggregate amount of both the issues including securities premium, net of share issue expenses, Rs 3,945.95 Crores have been/will be utilised as per the objects of the issue.

Borrowings

The total long-term borrowings stood at Rs 942.53 Crores as on March 31, 2022 as against Rs 2,572.25 Crores as on March 31, 2021.

Debentures

During the year under review, the Company raised 2,500, 6.70% Unsecured Non-Convertible Redeemable Debentures of face value Rs 10 lakhs each aggregating to Rs 250 Crores and redeemed the same on January 7,2022.

The Company also redeemed 2,500, 9.95% Secured Non-Convertible Redeemable Debentures of face value Rs 10 lakhs each aggregating to Rs 250 Crores on July 27,2021 and 3,000,10.10% Secured Non-Convertible Redeemable Debentures of face value Rs 10 lakhs each aggregating to Rs 300 Crores on November 18, 2021.

Capital Expenditure

During FY 2021-22, the Company's outlay towards capital expenditure was Rs 141.26 Crores.

Business Overview

An analysis of the Business and Financial Results are given in the Management Discussion and Analysis, which forms a part of the Annual Report.

5. Subsidiary Companies

The Company has 26 subsidiaries, 7 associates and 6 joint venture companies as on March 31, 2022. There has been no material change in the nature of the business of the subsidiaries.

During the year under review:

i. Taj Madras Flight Kitchen Private Limited earlier being a Subsidiary of the Company, amalgamated with Taj SATS Air Catering Limited.

ii. Two new companies viz. Genness Hospitality Private Limited and Qurio Hospitality Private Limited were incorporated as Wholly Owned Subsidiaries ('WOS') of the Company for the purpose of development of 4-star (Vivanta) and 3-star (Ginger) hotels in Gujarat, Kevadia.

iii. Zarrenstar Hospitality Private Limited earlier being a Joint Venture to the Company has now been classified as an Associate of the Company.

iv. The Company purchased the balance stake of 14.28 % of ELEL Hotels and Investments Limited ('ELEL') pursuant to which ELEL has now become a WOS of the Company.

v. The Company acquired 97 % Equity Shares of Roots Corporation Limited and completed acquisition of the balance stake of 3 % on April 26, 2022 making it a WOS of the Company.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at https://www.ihcltata.com/AGM/2022/ AGM-FY2022/.

6. Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2021-22.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. They have selected such accounting policies and applied them consistently and made judgments 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 loss of the Company for that period;

iii. They have taken proper and sufficient care for the maintenance of 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;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed bytheCompanyand such internal financial controls are adequate and operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

7. Directors and Key Managerial Personnel

Based on the recommendations of the Nomination and Remuneration Committee ('NRC') and in accordance with the provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), Mr. Anupam Narayan was appointed as an Additional Director and as an Independent Director of the Company for a term of five years with effect from August 23, 2021 subject to the approval of the Members at the ensuing AGM. In the opinion of the Board, Mr. Narayan is a person of integrity and possesses the requisite qualifications, experience and expertise required for discharging his duties as an Independent Director. A resolution seeking shareholders' approval for his appointment forms part of the Notice.

In accordance with the requirements of the Act and the Company's Articles of Association, Mr. Venu Srinivasan retires by rotation and being eligible, offers himself for re-appointment and his term would be up to December 10, 2022 as per the retirement age policy of Non-Executive Directors of the Company. A resolution seeking shareholders' approval for his re-appointment forms part of the Notice.

During the year under review, Ms. Vibha Paul Rishi ceased to be an Independent Director of the Company with effect from September 9, 2021 upon completion of her second term. The Board places on record its appreciation for her invaluable contribution and guidance provided to the Company during her tenure.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(l)(b) of SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The Independent Directors of the Company have confirmed that they have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended). The Independent Directors of the Company possess the requisite experience and hence shall not be required to pass the online proficiency self- assessment test as per the proviso to Rule 6(4) of the aforesaid rules.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and remuneration.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2022 are:

• Mr. Puneet Chhatwal - Managing Director & Chief Executive Officer

• Mr. Giridhar Sanjeevi - Executive Vice President & Chief Financial Officer

• Mr. Beejal Desai, Senior Vice President - Corporate Affairs & Company Secretary (Group)

8. Number of Meetings of the Board

Five meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which forms a part of the Annual Report.

9. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual Directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the Board Composition and Structure; Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.); Effectiveness of board processes, information and functioning, etc.;

Extent of co-ordination and cohesiveness between the Board and its Committees; and Quality of relationship between Board Members and the Management.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the Board Meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its Committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

10. Policy on Directors' Appointment and Remuneration and other Details

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on https://www. ihcltata.com/board diversity director attributes.pdf and https://www.ihcltata.com/Remuneration Policy KMP Directors Emplovees.pdf.

On March 18, 2021, the Ministry of Corporate Affairs had notified the amendments to Sections 149(9) and 197(3) of the Act by the Companies (Amendment) Act, 2020 to enable companies faced with no profits / inadequate profits to pay certain fixed remuneration to their Non-Executive Directors (including Independent Directors) in accordance with the provisions of Schedule V to the Act.

Accordingly, the Members at the 120th AGM approved payment of a fixed remuneration to Non-Executive Directors (including Independent Directors) in case of no profits/ inadequate profits in accordance with the limits prescribed under Schedule V to the Act for FYs 2020-21, 2021-22 and 2022-23.

In view of the aforesaid authority and valuable services being rendered by the said Directors to the Company, as recommended by the NRC, the Board of Directors at their meeting held on April 27, 2022 approved payment of remuneration to them for FY 2021-22 in accordance with the limits provided under Schedule V to the Act to be distributable in accordance with the directions given by the Board of Directors and shall be in addition to the fee payable to the Directors for attending the meetings of the Board or Committee thereof or for any other purpose whatsoever as may be decided by the Board. The details of remuneration are captured in the Corporate Governance Report.

11. Vigil Mechanism

The Company has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. The details of the policy have been disclosed in the Corporate Governance Report, which forms a part of the Annual Report and is also available on https://www.ihcltata.com/Whistle Blower Policv.pdf.

12. Internal Financial Control Systems and their Adequacy

The Company's internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis, which forms a part of the Annual Report.

13. Committees of the Board

a. Audit Committee

b. Nomination and Remuneration Committee

c. Corporate Social Responsibility and Sustainability (ESG) Committee

d. Risk Management Committee

e. Stakeholders' Relationship Committee

During the year under review, all recommendations of the Committees were approved by the Board. The details including the composition of the committees, attendance at the meetings and terms of reference are included in the Corporate Governance Report, which forms a part of the Annual Report.

14. Auditors

At the 116th AGM held on August 21, 2017, the Members approved the appointment of B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/ W-100022) as the Statutory Auditors of the Company to hold office for a period of five consecutive years from the conclusion of the 116th AGM till the conclusion of the 121st AGM. Accordingly, B S R & Co. LLP will complete its first term as the Statutory Auditors of the Company at the conclusion of the 121st AGM and are eligible to be re-appointed as the Statutory Auditors of the Company for another term of five years.

The Board of Directors based on the recommendation of the Audit Committee approved the re-appointment of BS R&Co. LLP as the Statutory Auditors of the Company for a second term of five consecutive years, i.e. to hold office from the conclusion of the ensuing 121st AGM till the conclusion of the 126th AGM of the Company, to audit and examine the books of accounts of the Company, subject to approval of the Members at the ensuing AGM.

The necessary resolution for the re-appointment of B S R & Co. LLP, forms a part of the Notice convening the ensuing AGM scheduled to be held on Thursday, June 30, 2022

15. Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Amendment Rules 2021. For other details regarding the CSR and Sustainability (ESG) Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on https://www.ihcltata.com/CSR Policv.pdf.

16. Auditor's Report and Secretarial Audit Report

The Statutory Auditor's Report and the Secretarial Auditor's Report do not contain any qualifications, reservations, or adverse remarks or disclaimer.

Secretarial Auditor's Report is attached to this report as Annexure II. As per Regulation 24A of SEBI Listing Regulations, the Secretarial Audit Reports of the Company's material unlisted subsidiaries viz. Piem Hotels Limited, ELEL Hotels and Investments Limited and Skydeck Properties and Developers Private Limited are also attached as Annexure III, IV & V, respectively.

17. Risk Management

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis which forms a part of the Annual Report.

18. Particulars of Loans, Guarantees or Investments

Your Company falls within the scope of the definition 'infrastructure company' as provided by the Act. Accordingly, the Company is exempt from the provisions of Section 186 of the Act with regards to Loans, Guarantees, Securities provided and Investments. Therefore, no details are provided.

19. Related Party Transactions

The Company has revised the policy on Related Party Transactions to include changes based on Companies (Meetings of Board and its Powers) Amendment Rules,

2021 and SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations,

2022 and the revised policy was approved by the Board at its meeting held on April 27, 2022 and the same can be accessed on the Company's website at https://www.ihcltata.com/RPT.pdf.

During the year under review, all Related Party Transactions that were entered into were in the Ordinary Course of Business and at Arms' Length Basis. All transactions entered into with related parties were approved by the Audit Committee.

None of the transactions with related parties are material in nature or fall under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for the FY 2021-2022 and hence the same is not provided.

20. Annual Return

As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII, Companies (Management and Administration) Amendment Rules, 2020, Annual Return in Form MGT-7 for FY 2021-22 is uploaded on the website of the Company and can be accessed at https://www.ihcltata.com/AGM/2022/AGM- FY2022/.

21. 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, is appended as Annexure VI to this report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary at investorrelations@taihotels. com.

22. Disclosure Requirements

As per SEBI Listing Regulations, the Corporate Governance Report with the Practicing Company Secretary's Certificate thereon, and the Management Discussion and Analysis are attached as a separate section which forms a part of the Annual Report.

As per Regulation 34(2) of the SEBI Listing Regulations, the Business Responsibility Report forms a part of the Annual Report.

As per Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy is disclosed in the Corporate Governance Report and is uploaded on the Company's website at https://www.ihcltata.com/ Dividend Distribution Policv.pdf.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

23. Deposits from Public

The Company does not accept and/or renew Fixed Deposits from the general public and shareholders. There were no over dues on account of principal or interest on public deposits other than the unclaimed deposits at the end of FY 2021-22 which is Rs 45,000/- (Previous year Rs 45,000/-).

24. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo [Pursuant to Companies (Accounts) Rules, 2014]

A. Conservation of Energy: The Company has a longstanding history of stewardship through efficient management of all its assets and resources. The Company's conscious efforts are aligned with the Tata ethos of keeping communities and environment at the heart of doing business. In line with IHCL's commitment to safeguard the environment, we have been the flagbearers of responsible tourism through elimination of two million plastic straws across all our properties. Our renewable energy proportion has improved to 29.3% from 14% in the past five years. In this rapidly transforming world, our sustainability goals will certainly evolve as our industry grows and as per the needs arising in the society.

B. Technology Absorption: There is no material information on technology absorption to be furnished. The Company continues to adopt and use the latest technologies to improve the efficiency and effectiveness of its business operations.

C. Foreign Exchange Earnings and Outgo:

• Earnings : Rs 149.92 Crores (Previous Year Rs 56.74 Crores)

• Outgo : Rs 44.46 Crores (Previous Year Rs 47.32 Crores)

25. Material changes and commitment affecting the financial position of the Company

The ongoing impact of COVID-19 on the Company's financial statements has been given in Note 2(d) of the notes to financial statements for the year ended March 31, 2022 and the Company's response to the situation arising from the pandemic has been explained in the Management Discussion and Analysis, which forms a part of the Annual Report.

26. Significant and material orders passed by the regulators

During the year under review, no significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations. However, Members' attention is drawn to the Statement on Contingent Liabilities and Commitments in the Notes forming part of the financial statements.

27. Cost Auditors

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Act is not applicable to the Company.

28. Proceedings under Insolvency and Bankruptcy Code, 2016

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

29. Valuation

During the year under review, there were no instances of onetime settlement with any Banks or Financial Institutions.

30. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act)

The Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the POSH Act, and the rules framed thereunder, including constitution of the Internal Complaints Committee. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the POSH Act and the same is available on the Company's website at https://www.ihcltata.com/ POSH Policv.pdf

Status of corrmlaints as on March 31. 2022:

SI. No. Particulars Number of Complaints
i. Number of complaints filed during the financial year 14
2. Number of complaints disposed during the financial year 13
3. Number of complaints pending at the end of the financial year 1*

^Complaint was received only in March 2022 and appropriate steps have been initiated since then.

31. Integrated Report

With the corporate landscape rapidly evolving, Integrated Reporting has been an ideal tool to explore value creation. The Company being an iconic brand, has voluntarily provided Integrated Report, which encompasses both financial and non-financial information to enable the Members to take well informed decisions and have a better understanding of the Company's long-term perspective.

The Company has progressed in the journey of Integrated Reporting and is focused on driving more authentic, comprehensive and meaningful information about all aspects of the Company's performance and value creation story delivering benefits for both internal and external stakeholders.

The Report also touches upon aspects such as organisation's strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital.

32. Acknowledgement

The Directors thank the Company's customers, vendors, investors and academic partners for their continuous support.

The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation.

The Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic.

The Directors appreciate and value the contribution made by all our employees and their families and the contribution made by every other member of the IHCL family, for making the Company what it is.

On behalf of the Board of Directors
N. Chandrasekaran
Chairman
Mumbai, April 27, 2022 (DIN: 00121863)