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Company Information

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INDIA TOURISM DEVELOPMENT CORPORATION LTD.

14 June 2024 | 12:00

Industry >> Hotels, Resorts & Restaurants

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ISIN No INE353K01014 BSE Code / NSE Code 532189 / ITDC Book Value (Rs.) 45.36 Face Value 10.00
Bookclosure 27/09/2023 52Week High 879 EPS 8.20 P/E 98.07
Market Cap. 6897.15 Cr. 52Week Low 315 P/BV / Div Yield (%) 17.73 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2023-03 

3. Division wise financial performance :

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:-

(Rs. in Crore)

S.

Particulars

Audited

Audited

No.

2022-23

2021-22

1

Revenue from Operations

458.08

289.54

2

Total Income

476.43

305.33

3

Profit Before Tax

85.94

7.62

4

Profit After Tax

60.33

4.38

5

EPS (In Rupees)

7.03

0.51

6

Networth

376.58

316.83

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

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 nonofficial 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 202223.

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

Personnel Risk : Non-availability of adequate skill sets

Credit Risk : Non payment of dues by clients resulting in bad debts

Engineering Division

Economic Risk : Dependence on Govt. Business

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 :

S.No.

Name of Property

Current Status

1

Hotel Pondicherry Ashok

• M/s CBRE South Asia Pvt. Ltd. has been appointed as Transaction Advisor (TA).

• TA has submitted the Inception Report and Draft Valuation Report. M/s CBRE also gave an option of selling the vacant land and giving existing hotel on O & M to third party in PPP mode.

• IMG in the meeting held on 04.03.2021 decided to give the existing Hotel along with 8 acres of land for development on O & M basis for 50 years and remaining land of Hotel Pondicherry Ashok will be monetized through DIPAM. IMG directed the ITDC officials for roadshow.

• Roadshow conducted by ITDC officials along with State Government officials from 15th March, 2021 to 19th March, 2021. Participants in the roadshow gave various suggestions including the option of lease in place of O & M as in case of O & M, additional construction is not allowed. Report of Roadshow was presented to the IMG in the meeting held on 07.09.2021. IMG directed M/s CBRE to do the analysis on various options viz. O&M/Lease/Licensing including its tenure and place their analysis report along with recommendations in the next IMG meeting.

• The analysis report received from the CBRE. State Government gave some observations which are yet to be resolved by M/s CBRE.

S.No.

Name of Property

Current Status

• Joint Secretary-(UT)-MHA held a meeting on 12.04.2022 with the office of the Chief Secretary, Govt. of Puducherry. It was discussed that the current law in Puducherry allows lease of 19 years only and any lease can be given under the extant law of the State.

• In the IMG meeting held on 02.05.2022, IMG discussed that if permission for leasing beyond 19 years is not possible, we may propose to the State Government for buying out the equity stake of ITDC in the JV Company. Letter sent from Secretary (Tourism), GoI to the Chief Secretary on 10.06.2022 offering to buy out the 51% stake of ITDC in the PAHCL.

• In the IMG meeting held on 22.09.2022, MD-Pondicherry Industrial Promotion and Development Investment Corporation (PIPDIC) apprised that the PIPDIC Board had accorded approval to buy out the 51% equity of ITDC in the Pondicherry Ashok Hotel Corporation Limited. PIPDIC vide letter dated 03.11.2022 forwarded the resolution of the PIPDIC Board conveying the acceptance of the proposal in principle subject to State Government approval. Reply from the State Govt. is awaited. Reminder letter sent by the Secretary (Tourism) to Chief Secretary on 23.11.2022.

2

Hotel Kalinga Ashok

• RFP floated in 2017, 2018 and 2019 but remained unsuccessful. IMG in the meeting held on 06.03.2020 decided to retender with revised selection criteria.

• In the IMG meeting held on 04.03.2021, TA presented the revised selection criteria. IMG decided the Minimum Guarantee Option as the selection criteria with Rs. 10 crore as the upfront amount 15% minimum revenue share number and the revenue numbers of each year cannot be increased by more than 5% throughout the period of O&M. The bidding parameter will be the highest NPV of the Minimum Annual Guarantee of 30 years. The O & M period will be 30 years balance period of lease with the condition of First right of refusal. IMG directed the ITDC officials to do the road show with this parameter and apprise the result/inputs within 2 weeks to IMG to take a final call. Like previous tender, the reserve price will be fixed by the constituted committee of Ministry of Tourism in consultation with the IFD.

• Roadshow were conducted from 15th March, 2021 to 19th March, 2021. Participants in the roadshow gave various suggestions including the option of lease in place of O & M as in case of O & M, additional construction is not allowed. Report of Roadshow was presented to the IMG in the meeting held on 07.09.2021. IMG decided that a letter may be sent to the State Government seeking permission for subleasing of property and for increasing the lease tenure for developing the property on PPP model. Letter accordingly sent by Secretary (Tourism), GoI to the Chief Secretary, Govt. of Odisha on 12.10.2021. Reminder was sent on 27.12.2021.

S.No.

Name of Property

Current Status

• On 22.04.2022, a meeting of DG (Tourism)/MD-ITDC was held with the Chief Secretary-Odisha and Principal Secretary (Tourism), Govt. of Odisha regarding request of Secretary (Tourism)-GoI vide letter dated 12.10.2021 and 27.12.2021 for allowing ITDC to sub-lease the property of Hotel Kalinga Ashok and for increasing the lease tenure of the property.

Regarding sub-leasing of the property, officials of Odisha Govt. apprised that as per the extant laws of the Odisha Govt., for allowing sub-leasing a consent fee of Rs. 15 crore per acre is charged and needs to be paid by the Concessionaire. Regarding increasing the lease tenure, officials of the Odisha Govt. apprised that property has still left 50 years of remaining lease tenure. For increasing/ extension of the lease tenure, GA Department has to move fresh proposal, the premium is to be charged de novo.

• Govt. of Odisha was requested to send the reply of the letter sent by the Secretary (Tourism), GoI on 12.10.2021 and 27.12.2021.

• 38th IMG meeting was held on 02.05.2022 in which IMG discussed that since State Government has reiterated the consent fee for subleasing permission, property can be tendered for O & M for 30 20 years instead of sub-leasing as approximately 52 years lease period is left. IMG decided that if State Government is interested to take back the property, the matter may be discussed with the State Government along with Hotel Nilachal Ashok, Puri. IMG directed that a clear reply of the State Government should be obtained before the next IMG meeting. Letter sent from Secretary (Tourism), GoI to the Chief Secretary, Odisha on 10.06.2022. Reply of the State Govt. is awaited.

• IMG in the meeting held on 22.09.2022 was apprised that in the meeting held on 06.09.2022 between the Chief Secretary, Odisha and MD-ITDC, ITDC was requested to send the terms & conditions for transfer of land and building of Hotel Kalinga Ashok to the Govt. of Odisha. IMG directed ITDC to send the reply to the Odisha Government at the earliest. Director (Tourism) Govt. of Odisha was also requested to send the reply of the letter dated 10.06.2022 sent by Secretary (Tourism), GoI to the Chief Secretary, Odisha. IMG directed that Govt. of Odisha and ITDC to discuss mutually on the terms of transfer and apprise the result to the IMG in the next meeting. Regarding detailed proposal from ITDC side to Odisha Govt, this was discussed that consultant appointed for Hotel Kalinga Ashok would be asked to work out a proposal on behalf of ITDC considering all the aspects to safeguard interest of ITDC.

• Proposal from M/s CBRE received and placed before the ITDC Board in the meeting held on 29.03.2023. Board approved the proposal. Draft Letter to be sent from the Secretary (Tourism) to the Chief Secretary (Odisha) sent to MoT on 21.04.2023.

S.No.

Name of Property

Current Status

• Regarding owned land, proposal was sent to DIPAM for monetization of land. DIPAM asked to send estimated value of land and circle rate of property. Letters/Reminders sent to Collector/DM with a copy to Sec.(T), Odisha requesting to inform the circle rate, registry value and estimated market value of land. Reply is awaited.

• In the IMG meeting held on 22.09.2022, the official of the GA Department present apprised that the circle rate is Rs. 15 crore per acre in the area of Hotel Kalinga Ashok for the vacant land. The same was apprised to DIPAM vide email dated 28.11.2022.

3

Hotel Ranchi Ashok

• Operations of the Hotel is closed since 29.04.2018. VRS was offered twice but only 4 persons applied and were given VRS.

• IMG in its meeting on 13-09-2018 had approved the valuation of RABHCL on “as is where is basis” for the purpose of transfer of equity.

• MoU for transfer of 51% equity stake of ITDC in RABHCL to Govt. of Jharkhand signed on 24.11.2020. Consideration against the equity shares and dues of ITDC have been received on 28.12.2020 however the VRS amount and outstanding dues of employees of RABHCL are yet to be received. Letters and reminders sent to Govt. of Jharkhand requesting to remit the amount of outstanding dues of employees to RABHCL, reply is awaited.

• Meanwhile Draft Cabinet Note for taking approval of CCEA in this regard was sent to Ministry of Tourism for taking necessary action for taking approval of CCEA.

• VRS was offered third time and 15 employees out of 24 employees have applied for VRS. Since funds for VRS, salary and other dues of employees have not been received from the Govt. of Jharkhand, ITDC provided funds to RABHCL as loan for payment of VRS only. ITDC may recover the loan amount from Govt. of Jharkhand/RABHCL.

• Employees of Hotel Ranchi Ashok have been repeatedly threatening of self immolation with their families if their legitimate dues towards salary, PF, leave encashment, gratuity etc are not cleared immediately and have written to various authorities and forums including to H.E. The President of India, PMO, Jharkhand CM’s Office, Ministry of Tourism-GoI, Govt of Bihar etc.

• A proposal has been approved by the JV Board requesting to ITDC Board to give the loan of Rs. 613.44 lakh for clearing all the dues of JV Hotel employees due to sufferings of staffs of Hotel Ranchi Ashok as the JV partner i.e. BSTDC/Govt. of Bihar has not been releasing its share of loans despite repeatedly requesting with the Govt. of Bihar and placing the matter in the JV Board.

S.No.

Name of Property

Current Status

• The request of JV Board was approved and the Loan amount has been released and dues of the employees have been paid upto June, 2022. Further a letter dated 23.02.2023 has been sent from the MD-ITDC to the Secretary (Tourism) for expediting the CCEA approval. Further as desired by the Board, the proposal for the fourth time VRS for remaining employees of RABHCL has been sent to the MoT vide letter dated 23.02.2023 for approval. Approval is awaited.

4

Hotel Nilachal Ashok, Puri

• Property was tendered out for sub-leasing. LoI issued to successful bidder in 2010. The bidder could not fulfill the terms of the LoI. LoI was cancelled. Bidder went to the Court. Supreme Court on 04.10.2021 dismissed the appeal of bidder and pronounced judgement in favour of ITDC. Supreme Court has directed ITDC to refund the amount of Rs. 4.11 crore to the appellant and for the balace amount of Rs. 4.41 crore, M/s Paulmech has been given liberty to file a civil suit for recovery of Rs. 4.41 crores and all contentions of the parties in that regard are left open. Supreme Court in its judgement has also observed that pendency of the Civil Suit that may be filed by M/s Paulmech shall not be an impediment for UAHCL to deal with the property or to re tender the same in any manner.

• As per the order of the Supreme Court, ITDC refunded the amount of Rs. 4.11 crore to the Appellant.

• UAHCL Board in its meeting held on 06.01.2022 approved that proposal of initiating disinvestment process of Hotel Nilachal Ashok, Puri be sent to IMG for taking a decision.

• IMG in its meeting held on 02.05.2022 decided that State Government must be involved in the matter. All options viz.

i. Taking back of the property by the State Government if they pay JV dues towards ITDC & equity valuation; or

ii. Sub-leasing of the property as per the sub-leasing permission given by the State Government in 2007; or

iii. O & M/Licensing out of the property in case State Government insists consent fee to be paid for sub-leasing of property etc.

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.

• Letter sent on 08.06.2022 from DG (Tourism), GoI to the Chief Secretary, Odisha in this regard, reply is awaited. Reminder letter sent on 02.12.2022 and 13.03.2023.

S.No.

Name of Property

Current Status

5

Incomplete Project of Anandpur Sahib

• In the IMG meeting held on 29.11.2018, it was decided to handover the incomplete project to the State Government.

• In the IMG held on 06.03.2020, representative of Govt. of Punjab proposed for sharing depreciated cost of building and actual cost of other expenditure being incurred by the company. IMG directed Punjab Govt. to send the proposal to ITDC for bringing the same before IMG after its approval from the JV Board and ITDC Board.

• Additional Chief Secretary, Govt. of Punjab vide its D.O. letter dated 25.08.2021 sent the proposal to ITDC to pay Rs. 79,39,257/- as depreciated cost of building as full and final amount to ITDC against transfer of all rights and ownership of the project to PTDC and other expenses will be borne by both the Joint Venture Partners as per their respective shareholding and will be booked as loss in their books of accounts. . The proposal was examined and placed in the ITDC Board Meeting held on 28.03.2022 for approval. Board approved the proposal.

• In the IMG meeting held on 22.09.2022, IMG approved the Valuation of Rs. 79,39,257/- for transfer 51% equity of ITDC in the Punjab Ashok Hotel Company Limited to the PTDC/Govt. of Punjab. The Share Transfer Agreement will be executed after the CCEA approval and receipt of funds from the Punjab Government. IMG also directed to send the Draft MoU to the Govt. of Punjab.

• MoU signed on 14.02.2023. Draft CCEA Note sent to the MoT on 17.02.2023 for further action.

6

Hotel The Ashok, New Delhi

M/s Feedback Infra appointed as Transaction Advisor by DIPAM, MoF, GoI on 14.01.2020 for studying lease terms & conditions of land, O & M/ Sub-leasing of Hotel Ashok and utilization of vacant land in Hotel Ashok-Hotel Samrat Complex. M/s Feedback submitted the report to DIPAM which was discussed in the IMG on 20.07.2020 held by DIPAM. Consultant recommended dividing the site into 4 land parcels as under :

Parcel 1- Samrat Hotel : Samrat Hotel will be retained by ITDC.

Parcel 2 - Ashok Hotel : Consultant has recommended licensing out of Ashok Hotel for (30 30) years on Operation, Management and Development (OMD) model.

Parcel 3 : Commercial Development -spare land (1.83 acres)

Parcel 4- Hotel/Serviced apartments development - spare land (6.3 acres)

The recommendations of the Consultant was discussed in the Inter Ministerial Group (IMG) meetings held on 20.07.2020, 06.01.2021 and Core Group of Disinvestment (CGD) meetings held on 27.10.2020 and 15.03.2021.

S.No.

Name of Property

Current Status

Last CGD meeting was held on 15.03.2021 in which the recommendations of IMG meeting held on 06.01.2021 were upheld.

DIPAM asked the Ministry of Tourism to take the approval of the Cabinet Committee on Economic Affairs (CCEA) for the recommendations of the CGD and for conducting roadshows.

Draft CCEA Note was issued by the Ministry of Tourism on 11.01.2022 for further actions.

Ministry of Tourism has forwarded a note dated 31.05.2022 in which following observations were given :

“Since there are restrictions for making changes in the existing building of Hotel Ashok, the concessionaire may need flexibility of space to create an entire experience of luxury, essential for developing a hotel of this class. To the extent, the land is required functionally, it will become a Core Asset and not handled as a separate Parcel. Therefore a clarification is required, whether this requirement has been appropriately taken into consideration before carving out these two Land Parcels (Parcel 3 and Parcel 4). Inputs from the market players/potential bidders may also be taken in this regard.

Further, in order to form a view on the relative pros and cons of various options worked out by the Consultants, inputs from the market players/ potential bidders would be required.

Further a clarification is also sought from the Ministry as to whether these parcels can be considered as ‘core’ assets as far as financial rationale is concerned.”

With regard to above observations, matter was discussed with the Consultant. A roadshow was held on 22nd August, 2022 at Ashok to obtain the views of market players/potential bidders on the models suggested in the feasibility report. More than 80 private players, from national and international markets, pioneering in the sectors of Hospitality, Real Estate Development and Investment were contacted. 23 Hotels/ companies participated in the roadshow physically and 10 parties participated online.

The consultant, M/s Feedback Infra, has summarised the feedback / inputs from the market players / potential bidders as under:

• Roadshow was conducted on 22nd August 2022 with a participation of more than 25 entities including real estate players, hotel operators, PE funds etc.

• A formal feedback session was conducted during the roadshow which was followed by a written feedback from participants.

S.No.

Name of Property

Current Status

• In terms of parcellation of the property, majority of the respondents preferred bidding of all the three parcels separately. The feedback is important since the aim of hotel operators vis-a-vis a real estate operators are different, most of the respondents preferred a clean, separate bidding and may lead to participation by entities in line with their respective objectives for select projects only.

• In terms of License period, the majority of respondents preferred long license period for all the three parcels viz. 90-99 years.

• In terms of bid parameter for Hotel Ashok, majority of respondents preferred Revenue Share with / without minimum guarantee.

The Consultant has arrived at the at two options of reconfigured proposition,

a) Since the vision is to upgrade and modernize Hotel Ashok, combining Parcel 3 with Hotel Ashok with limitation on development on parcel 3 (to maintain view of the hotel and green areas which are essential part of a five star hotel) and development of parcel 4 being undertaken at a subsequent stage. This will enable the project to remain Hotel centric and retain the legacy.

b) Bidding the entire land parcel of 19 acres including Hotel Ashok as a one block with limitation on utilization of the balance built up area on demarcated portion of the land parcel (on the back side- parcel 4 in the current context).

Accordingly, the reply was sent to the Ministry of Tourism with reference to the note dated 31.05.2022.

MoT vide letter dated 09.12.2022 requested DIPAM to call the next CGD meeting. DIPAM vide its letter dated 15.12.2022 requested inputs for preparing agenda note for the CGD meeting. Inputs were provided by MoT vide letter dated 16.12.2022. Further as requested by DIPAM, the CGD Note (Agenda papers) were sent to DIPAM on 26.12.2022 requesting to send the notice and agenda papers for the CGD members. Agenda is to be discussed to guide the course of action and make recommendations to the higher authority (Cabinet /CCEA/PMO).

DIPAM vide its letter dated 30.12.2022 addressed to MoT with copy to Cabinet Secretariat stated as under :

“The present proposal is a case of PPP/Asset Monetization project to be executed through long term lease/concession of select parcels of land on PPP mode based on OMD Model and is included in National Monetization Pipeline/Plan of Ministry of Tourism. If prior to obtaining approval of the Cabinet, Ministry of Tourism wishes to work out any changes in the contours of the transaction, it may suitably place the matter before the appropriate body for PPP projects, Public Private Partnership Appraisal Committee (PPPAC) under the auspices of Department of Economic Affairs.”

S.No.

Name of Property

Current Status

The Cabinet Secretariat vide its note dated 09.01.2023 conveyed that it is agreed with the views of DIPAM and Ministry of Tourism was requested to take necessary action.

The above views of DIPAM and Cabinet Secretariat were forwarded by MoT to ITDC. ITDC vide email dated 12.01.2023 submitted that recommendations given in the feasibility report were placed in the Draft Cabinet Note for in-principle approval which is awaited. MoT note asked for the roadshow and two options had emerged out of the response of roadshow. It was submitted to MoT that MoT may form the IMG to decide the further course of action. It was also submitted that since any proposal before the PPPAC requires clearance of the requisite authorities hence all the stakeholders including NDMC, L&DO and MHA etc. should also be included in the IMG constitution.

A meeting of the Secretary (Tourism), GoI with the official of Niti Aayog was held on 27.01.2023 in which the official of ITDC were present wherein the modalities for going through PPPAC mode was discussed.

Further based on the observations of the PMO Note and discussions with Niti Aayog, the Consultant has worked out different alternatives (Revised Options) for Monetisation of Hotel Ashok. The Consultant has suggested bidding for the entire land parcel of 19 acre including Hotel Ashok as one block. For development of unutilised land parcel of 6.3 acres, the consultant has worked out three options with financial viability of two options.

Further meetings held with the official of Niti Aayog and as per the advice, IIT Roorkee has been approached and they have submitted their Proposal on 17.01.2023 for conducting a detailed structural analysis of hotel building for checking the remaining life. IIT Roorkee has indicated a time frame of six months to carry out the structural study. The proposal has been approved by the Board and the LoI has been issued.

Meanwhile the Consultant has submitted the Draft Concessionaire Agreement which has been sent to the MoT and Neeti Aayog for comments, if any.

Final Concessionaire Agreement will be sent to the PPPAC through MoT after approval from the ITDC Board.

S.No.

Name of Property

Current Status

6

Hotel Jammu Ashok

• 40 years lease period of the land expired in January 2010. ITDC had first requested for an extension in February 2007. ITDC repeatedly requested State Government for renewal but the renewal of land lease remained pending with the State Government.

• Govt. of J & K vide letter dated 20.03.2020 informed about nonrenewal of lease and resumption of land by the State Govt.

• Pursuant to the Board decision, Operation of Hotel closed on 17.06.2020 and employees were offered VRS. Those who did not opt VRS, were adjusted in other units of ITDC.

• Matter was pursued with the State Govt. for taking possession of the Hotel after payment of compensation in accordance with clause 3 (ii) of the lease deed.

• In the IMG meeting held on 22.09.2022, IMG approved the Valuation of Rs. 11,09,75,370/- for transfer of all property, Plant and Equipment items constructed by ITDC on the leased land such as Building, Plant & Machinery, Furniture, Fixtures, Office Equipment and Inventory including Capital WIP etc. on “As is where is basis”.

• MoU signed on 09.02.2023. Draft CCEA Note sent to the Ministry of Tourism for further action.

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.