• Overview
• Oberoi Dharma
• The Oberoi Group Mission
• Code of Conduct
• Founder
• Chairman
• Board of Directors
• Corporate Governance
• Businesses
• Awards
• History

 

As on 31st March, 2010, the Company had eight Directors on the Board. Fifty per cent of the Board comprised of Non-executive Directors. All Non-executive Directors are Independent Directors.

Mr. P.R.S. Oberoi, Chairman and Chief Executive, Mr. S.S. Mukherji, Vice Chairman, Mr. Vikram Oberoi and Mr. Arjun Oberoi, Joint Managing Directors are Executive Directors. The other four are Non-executive Directors.

The Board met five times during the Financial Year on 30th June, 2009, 27th July, 2009, 28th October, 2009, 27th January, 2010 and on 30th March, 2010.

Details of attendance of Directors at Board Meetings during the Financial Year and at the Company's Fifty-ninth Annual General Meeting together with the number of other Directorships and Committee Memberships held by them are as follows:

* Excludes directorships contemplated under Section 278 of the Companies Act, 1956

** Chairman of one Committee

** Chairman of five Committees

**** Chairman of three Committees

Mr. Arjun Oberoi and Mr. S.K. Dasgupta retire by rotation at the forthcoming Sixtieth Annual General Meeting. They are eligible for re-appointment.

Their particulars are enclosed as an Appendix to the Notice convening the Sixtieth Annual General Meeting.

All Directors and Members of Senior Management have, as on 31st March, 2010, affirmed their compliance with:

• The Oberoi Dharma, the Fundamental Code of Conduct for all Members of The Oberoi Group;
• The Company’s Code of Conduct for Prevention of Insider Trading in its shares.

Composition, Meetings and Attendance thereat

The Audit Committee consists of four Board Members, viz. Mr. S.K. Dasgupta, Mr. Arjun Oberoi, Mr. Rajan Raheja and Mr. Anil Nehru. All Audit Committee Members, except Mr. Arjun Oberoi, are Non-executive Directors. They are also Independent Directors. The quorum for an Audit Committee Meeting is two Members personally present. Mr. Dasgupta is the Chairman of the Committee. He is a past President of The Institute of Chartered Accountants of India and has expert knowledge in finance and accounting. All other Members of the Committee are financially literate within the meaning of Explanation 1 to Clause 49 II(A)(ii) of the Listing Agreement.

The Audit Committee met on five occasions during the Financial Year - on 30th June, 2009, 27th July, 2009, 28th October, 2009, 27th January, 2010 and 30th March, 2010. Mr. S.K. Dasgupta, Mr. Arjun Oberoi and Mr. Anil Nehru attended all five Meetings. Mr. Rajan Raheja attended two Meetings.

The Auditors, the Chief Internal Auditor, the Vice Chairman and the Joint Managing Directors are invitees to the Audit Committee Meetings. The Company Secretary acts as the Secretary to the Committee.

The Auditors, the Chief Internal Auditor, EIH Limited and the Managing Director are invitees to the Audit Committee Meetings.

Terms of Reference

The Terms of Reference of the Audit Committee are in accordance with those specified in Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956.

Composition, Meetings & Attendance thereat

The Investors’ Grievances Committee consists of the following Directors viz. Mr. P.R.S. Oberoi, Mr. S.S. Mukherji, Mr. S.K. Dasgupta, Mr. Vikram Oberoi and Mr. Arjun Oberoi. The Secretary of the Company is the Compliance Officer.

The quorum for a Meeting is two Directors personally present. A Non-executive Director chairs these Meetings.

The Committee met on four occasions during the Financial Year - on 22nd April, 2009, 7th July, 2009, 12th October, 2009 and 13th January, 2010. Mr. S.K. Dasgupta and Mr. S.S. Mukherji attended all four Meetings.

Terms of Reference

The Committee monitors the response of the Company to investor complaints. It is also authorised to approve the issue of duplicate share certificates in lieu of those lost or destroyed.

In accordance with the provisions of Clause 49IV(G)(iv) of the Listing Agreement, the power to approve transfers, transmissions, etc., of shares in the physical form has been delegated to a Committee of Executives.

As on 31st March, 2010, 28 requests for dematerialisation of shares were pending. These were cleared by the first week of April, 2010. There were no valid physical transfers or rematerialisation requests pending as on 31st March, 2010.

One complaint was received from an investor during the year regarding non-receipt of Annual Accounts, 2009. This was promptly redressed. No complaints were pending as on 31st March, 2010.

1. Location and time of the last three Annual General Meetings and Special Resolutions passed at these Meetings:

   Financial Year	Location	Date	Time	Number of Special Resolutions Passed
   31st March, 2007	The Oberoi Grand, Kolkata	27th August, 2007	11:30 A.M.	Two. i.Re-appointment of Mr. P.R.S. Oberoi as Chairman and Chief Executive ii.Alteration of certain Clauses of the Articles of Association.
   31st March, 2008	The Oberoi Grand, Kolkata	14th August, 2008	11:30 A.M.	Nil
   31st March, 2009	The Oberoi Grand, Kolkata	20th August, 2009	11:30 A.M.	Nil

2. Special Resolution passed through Postal Ballot: A Special Resolution under Section 314 of the Companies Act, 1956 was passed by Postal Ballot on 30th July, 2009. The Resolution approved the holding of an Office or Place of Profit under the Company by Ms. Priyanka Mukherjee, a relative of a Director.
   The Resolution was passed with 99.80% voting in favour.

3. Person who conducted the Postal Ballot exercise: Mr. Salil Banerjee, a Practising Company Secretary, appointed as the Scrutiniser, conducted the Postal Ballot voting process.

4. Procedure for Postal Ballot: The Postal Ballot was conducted as per the procedure set out in Section 192A of the Companies Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001.

5. Whether any Special Resolution is proposed to be conducted through Postal Ballot: There is no proposal, at present, to pass any Special Resolution by Postal Ballot.

Apart from Meeting Fees, no remuneration is paid to Non-executive Directors. Non-executive Directors who attend Board or Committee Meetings are paid Rs. 20,000 per Meeting. During the Financial Year, the total amount paid to Non-executive Directors for attending Board and Committee Meetings amounted to Rs. 640,000.

1. A summary of transactions with related parties, in the ordinary course of business, is placed before the Audit Committee.
2. There were no material individual transactions with related parties that were not in the ordinary course of business during the Financial Year ended 31st March, 2010.
3. All material transactions during the Financial Year ended 31st March, 2010, either with related parties or others, were at arm's length.
4. There were no materially significant transactions during the Financial Year with related parties such as the Promoters, Directors, key managerial personnel, relatives or subsidiary that could have potential conflict of interest with the Company.
5. The mandatory disclosure of transactions with related parties, in compliance with the Accounting Standard (AS-18), is part of the Annual Report and disclosed on page 51.
6. None of the Non-executive Directors hold any shares in the Company.
7. In preparing the Annual Accounts in respect of the Financial Year ended 31st March, 2010, no accounting treatment was different from that prescribed in the Accounting Standards.
8. There was no instance of non-compliance on any matter relating to the capital markets during the past three years.
9. The Company has a Code of Conduct for Prevention of Insider Trading in the shares of the Company for Directors and other identified persons in accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; and
10. The Company did not make any public issue, rights issue or preferential issue of any security during the Financial Year ended 31st March, 2010.

Annual Reports in respect of each Financial Year are mailed to all Shareholders in June/July of each calendar year. Each Report contains the Annual Accounts of the Company in respect of the Financial Year with the Directors’ and Auditor’s Reports. Also included in each Annual Report is the Notice convening the Annual General Meeting, the Financial Year’s Corporate Governance Report and the Cash Flow Statement together with the corresponding Reports of the Auditors, the Consolidated Accounts and the Auditor’s Report thereon.

The Financial Results of the Company were officially released or would be released in accordance with the following schedule

The Financial Results are usually published in The Economic Times, The Times of India, The Financial Express, The Indian Express, Business Line, Aajkaal or Ekdin.

Filing of corporate information on the Electronic Data Information Filing and Retrieval (“EDIFAR”) system on the Securities and Exchange Board of India (“SEBI”) portal www.sebi.gov.in as per Clause 51 of the Listing Agreement has been discontinued, under SEBI directions, effective 1st April, 2010. A new portal www.corpfiling.co.in has been installed by the Bombay Stock Exchange and the National Stock Exchange as per Clause 52 of the Listing Agreement. Effective 1st April, 2010, corporate information filed by the Company with the Stock Exchanges are being uploaded on www.corpfiling.co.in and can be viewed on this portal.

The Management Discussion and Analysis in respect of the Financial Year is a part of the Directors’ Report.

1. The Sixtieth Annual General Meeting will be held at 11.30 A.M. on Tuesday, 24th August, 2010, at The Oberoi Grand, Kolkata.
2. The tentative Financial Calendar is as follows:

   • Audited Annual Accounts for 2009-2010	Friday, 28th May, 2010
     Mailing of Annual Report for 2009-2010	Tuesday, 27th July, 2010
     Unaudited First Quarter Financial Results 2010-2011	Saturday, 31st July, 2010
     Sixtieth Annual General Meeting	Tuesday, 24th August, 2010
     Payment of Dividend for 2009-2010	Wednesday, 25th August, 2010
     Unaudited Second Quarter Financial Results 2010-2011	Thursday, 28th October, 2010

3. Register of Shareholders
   

   The Register of Shareholders will remain closed from Monday, 9th August, 2010 to Tuesday, 24th August, 2010, both days inclusive.

4. Payment of Dividend
   

   Dividend in respect of the Financial Year 2009-2010, if declared by the Company at the Sixtieth Annual General Meeting, will be paid on or about Wednesday, 25th August, 2010, to those Shareholders whose names will appear in the Register of Shareholders of the Company at the close of business on Friday, 6th August, 2010.

5. Listing of Shares on Stock Exchanges
   

   The Stock Exchanges with their respective Stock Codes are as follows:

   Calcutta	05
   Bombay	500840
   National	EIHOTEL
   London (in respect of outstanding Global Depository Receipts)	EIHD

   The ISIN Number of the Company’s shares in the dematerialised mode is INE 230A01023.

   There are no arrears of Listing Fees.