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:
|Name||Designation||Category||Attendance||No. of other Directorships*||No. of Board Committees (other than EIH Associated Hotels Limited)|
|Board Meetings||Last AGM|
|Mr. P.R.S. Oberoi||Chairman and Chief Executive||Executive||5||Yes||11||1**|
|Mr. S.S. Mukherji||Vice Chairman||Executive||5||Yes||7||2|
|Mr. Vikram Oberoi||Joint Managing Director||Executive||5||Yes||3||3|
|Mr. Arjun Oberoi||Joint Managing Director||Executive||5||Yes||2||2|
|Mr. S.K. Dasgupta||Director||Non-Executive Independent||5||Yes||3||2***|
|Mr. Rajan Raheja||Director||Non-Executive Independent||5||No||7||3|
|Mr. Anil Nehru||Director||Non-Executive Independent||5||Yes||3||2**|
|Mr. L. Ganesh||Director||Non-Executive Independent||5||Yes||10||10****|
* 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:
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.
|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|
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.
Person who conducted the Postal Ballot exercise: Mr. Salil Banerjee, a Practising Company Secretary, appointed as the Scrutiniser, conducted the Postal Ballot voting process.
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.
|Salary Rs./million||Perquisites and Retirement Benefits Rs./million|
|Mr. P.R.S. Oberoi||Nil||0.84|
|Mr. S.S. Mukherji||10.02||1.58|
|Mr. Vikram Oberoi||5.04||2.39|
|Mr. Arjun Oberoi||5.04||2.28|
|Mr. P.R.S. Oberoi||24,960,730|
|Mr. S.S. Mukherji||14,976,440|
|Mr. Vikram Oberoi||7,488,220|
|Mr. Arjun Oberoi||7,488,220|
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.
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
|Sl. No.||Nature of Communication||Media used for Publication||Dates of Publication||Forwarded/to be forwarded to Stock Exchanges on|
|1||Quarterly Unaudited Financial Statements (First Quarter 2009-2010)||Newspapers||28.07.2009||27.07.2009|
|2||Half-yearly Unaudited Financial Statements (Second Quarter 2009-2010)||Newspapers||29.10.2009||28.10.2009|
|3||Quarterly Unaudited Financial Statements (Third Quarter 2009-2010)||Newspapers||29.01.2010||28.01.2010|
|4||Publication of Annual Audited Results 2009-2010 in accordance with Clause 41 of the Listing Agreement with the Stock Exchanges||Newspapers||29.05.2010||28.05.2010|
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.
|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|
The Register of Shareholders will remain closed from Monday, 9th August, 2010 to Tuesday, 24th August, 2010, both days inclusive.
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.
The Stock Exchanges with their respective Stock Codes are as follows:
(in respect of outstanding Global Depository Receipts)
The ISIN Number of the Company’s shares in the dematerialised mode is INE 230A01023.
There are no arrears of Listing Fees.