Get Updates

Get notified about market trends, financial advice, and investment tips!

A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of India Tourism Development Corporation Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 60^th Annual Report together with the audited accounts of the Corporation for
the year ended 31st March, 2025.

2. Performance Highlights

The highlights of the financial results of the Corporation (Standalone) are given
below:-

S. No.	Particulars	Audited 2024-25	Audited 2023-24
1	Revenue from Operations	565.20	503.45
2	Total Income	587.78	523.67
3	Profit before tax	100.84	104.23
4	Profit after tax	82.94	66.17
5	EPS ( In Rupees)	9.67	7.71
6	Networth	401.33	341.95

1. During the Financial Year
2024-25, the corporation has
recorded a Revenue from Operation
of ''565.20 crore, reflecting an
increase of 12% as compared to
the previous fiscal year of ''503.45
crore during 2023-24. The Profit
after tax (PAT) increased to ''82.94
crore marking a 25% rise over
the preceding period figure of
''66.17 crore while Profit before tax
(PBT) stood at ''100.84 crore. The
Corporation continutes to register
growth in the topline year on year,
with a CAGR of 24.50% over the
last three years.

3. Division wise financial
performance :

The Division wise financial
performance of the Corporation is
summarized as under:-

i) Hotels Division has achieved
turnover of ''338.17 crore during
the year 2024-25 as against
''342.41 crore in the previous
year. The Division earned a
profit of ''74.45 crore as against
a profit of ''85.26 crore during
the previous year 2023-24.

ii) The turnover of Ashok Travels
& Tours (ATT) Division during
2024-25 is ''46.54 crore as
against ''29.98 crore during the
year 2023-24. The ATT Division
has earned profit of ''11.18 crore
as against profit of ''6.45 crore
in the previous year.

iii) The turnover of the Ashok
Events Division increased to
''153.86 crore during 2024Â¬
25 from ''106.06 crore during
2023-24 and it has earned a
profit of ''15.85 crore as against
profit of ''11.54 crore in the
previous year 2023-24.

iv) The turnover of Ashok
International Trade Division
(AITD) was ''13.24 crore during
the year 2024-25 as against
''15.87 crore in the previous year
2023-24. During the year 2024Â¬
25, 14 duty free shops were in
operation at seaports and one
Airport Visakhapatnam.

v) The Engineering Division
including SEL Projects achieved
a turnover of ''32.50 crore
during the year 2024-25 as
against the turnover of ''26.11
crore in the previous year
2023-24.

vi) The Ashok Institute of

Hospitality and Tourism
Management (AIH&TM)

achieved turnover of ''3.47
crore during 2024-25 as against
a turnover of ''3.24 crore in the
previous year 2023-24.

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
''150 crore and the paid-up Share

Capital is ''85.77 crore as on 31st
March, 2025.

5. Dividend

Board has recommended a
dividend of ''2.90 per share i.e.
29% on the equity share capital of
the company aggregating to ''24.88
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-Policy.pdf

6. Transfer to Reserve

No amount has been transferred to
the General Reserves.

7. Rating of ITDC vis-a-vis MoU
targets

Performance Evaluation against
MoU for F.Y. 2023-24 was done
by the DPE. ITDC received an
âExcellent'' MoU rating from the DPE
with 94 marks out of 100.

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 2024Â¬
25, the Corporation has procured
56% (previous year 61%) of
total procurement of goods and
services from the Micro and Small
Enterprises (MSEs) 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
NIL while procurement from MSEs
owned by Women Entrepreneurs is
1.94%. Further all tenders contained
a class for due preference to MSEs
as per GoI 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 2024-25, the
Company continued its effort to
give impetus to the use of Hindi in
official work through motivation
and training. Cash incentives were
granted to employees on doing
prescribed quantum of work in
Hindi. Hindi workshops were
organized to provide practical
training of Noting-Drafting and
other works in Hindi. Various
Hindi competitions were also
organized during Hindi Fortnight
celebrations for giving impetus to
the use of official language in day
to day work. Hindi Kavigoshthi,
Hindi Natya Manachan and Hindi
Prize Distribution Event were also
organized to encourage official
language in the Corporation. A
cultural program was organized at
Hotel the Ashok on 13 December,
2024 to celebrate âHindi Parvâ
which included performances by
prominent Hindi Poets as well
as various performances like
songs, drama, etc. by ITDC''s own
employees.

ITDC Conducted a Joint Seminar
on the Importance of Indian Vedic
Culture at The Ashok, New Delhi
New Delhi, on 25th March 2025, The
event witnessed the participation
of 53 PSUs.

The seminar was inaugurated
with the lighting of the lamp by
the Managing Director, Director
(Finance) and other senior officials.
In this seminar, the speakers
delivered their lectures on the
subject of Vedic culture. On this
occasion, a Hindi Kavi Goshthi was
also organized, in which renowned
national and international poets of
the literary world enthralled the
audience with their melodious and
humorous poetry recitation. The
Rajbhasha seminar was concluded
by giving encouragement and while
sharing experiences related to
regional languages including Hindi,
an appeal was made to all the
participants from all 53 PSUs to do
more and more work in Hindi.

11. Conservation of Energy &
Technology Absorption

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
2024-25 is ''10.90 crore against
''15.40 crore in the previous
financial year 2023-24.

13. Subsidiary Companies

As on 31.03.2025, 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
(AOC-1) is part of the Consolidated
Financial Statements.

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 2024-25, no
employee approached the Audit
Committee through Whistle Blower
Mechanism.

15. Board of Directors

During the year, Twelve 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. Managing Director, Director
(Finance), Director (Commercial
& Marketing), one Government
Nominee Director and one
Independent Director. The post of
Non-executive Chairman and the
post of two Independent Directors
including one Woman Independent
Director are vacant.

A) Non-Executive Chairman

Post is vacant.

B) Executive Directors

1. Ms. Mugdha Sinha, IAS (RJ:99)
appointed as Managing Director
w.e.f. 28.04.2025.

2. Shri Lokesh Kumar Aggarwal,
appointed as Director (Finance)
w.e.f. 24.08.2022.

3. Shri Rajesh Rana appointed
as Director (Commercial &
Marketing) w.e.f. 17.03.2025.

C) Other Part time Non-Executive
Directors

(a) Part-time Government

Nominee Directors:

Ms. Ranjana Chopra, IAS,
SS&FA (Tourism) appointed as
Government Nominee Director
w.e.f. 28.11.2022

(b) Independent part time
Directors :

Dr. Manan Kaushal re-appointed
as Independent Director w.e.f.
16.04.2025

During the financial year
2024-25, following directors
were appointed/ceased to be
appointed :

Dr. Manan Kaushal, Independent
Director ceased to be director
w.e.f. 24.01.2025.

Dr. Anju Bajpai, Independent
Director ceased to be director
w.e.f. 24.01.2025.

Sh. Rajesh Rana appointed
as Director (Commercial &
Marketing) w.e.f. 17.03.2025.

As per disclosure received from
the Directors, the Directors are not
related to one another.

Pursuant to Article 61 of the Article
of Association, Shri Lokesh Kumar
Aggarwal and Ms. Ranjana Chopra
retire by rotation at the ensuing
Annual General Meeting and being
eligible, offer themselves for reÂ¬
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
and Section 152,196 & 203 of the
Companies Act, 2013, approval of
shareholders will be sought for
appointment of following directors
in the upcoming AGM :

1. Ms. Mugdha Sinha, IAS
Managing Director- (Ordinary
Resolution)

2. Sh. Rajesh Rana, Director
(Commercial & Marketing)-
(Ordinary Resolution)

3. Dr. Manan Kaushal, Independent
Director- (Special Resolution)

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 nonÂ¬
official Directors, ITDC may also
arrange training on the role and
responsibilities of Directors from
the professional institutes like ICAI,
ICSI, ICMAI, IIM, SCOPE etc.

During the Financial Year 2024Â¬
25, three days Familirization
programme on âDirectors''
Certification Masterâ conducted
by Indian Institute of Corporate
Affairs in December, 2024 was
attended by Dr. Manan Kaushal.
Details are given in the website
https://itdc.co.in/wp-content/
uploads/2025/05/Familiarization-
Programme_2024-2025.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 measured also 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 vide
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
and investments

The details of investments made,
loans granted and guarantee given
by the Company during the financial
year 2024-25 under section 186
of the Companies Act, 2013 are
disclosed at Note No. 39 to the
standalone financial statements.

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: -

Â¦ that in the preparation of the
accounts for the financial year
ended 31st March, 2025, the
applicable accounting standards
have been followed read along
with proper explanation relating
to departures;

Â¦ 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;

Â¦ 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;

Â¦ that the Directors have
prepared the accounts for the
financial year ended 31st March
2025 on a âgoing concern'' basis;

Â¦ 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;

Â¦ 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. Audit of internal financial
control was completed by the
Board appointed Auditor.

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 except the
loan to subsidiary companies which
have been described at Note No. 39.
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/2024/08/RPT-
Policy_2024.pdf . This policy has
been revised by the Board in the
meeting held on 2nd August, 2024.

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 are given in prescribed
format AOC-2 at Annexure-A of the
Board Report.

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
i) Vigilance cases:

Number of Vigilance cases
disposed off during the FY
2024-25 (i.e., from 01.04.2024
to 31.03.2025) are 18(Eighteen)
whereas the pending Vigilance

cases are 05 (Five) as on
01.04.2025. The pending
disciplinary cases are 03(Three)
as on 01.04.2025.

The gist of nature of such cases
are the procedural lapses in
tendering cases, violation of
the terms & conditions of the
agreement, Award of work
without prior approval etc.

ii) Number of Directors/KMPs/
employees/workers against
whom disciplinary action was
taken by law enforcement
agency for charges of bribery/
corruption:

	FY	FY
	2024-25	2023-24
	(Current	(Previous
	Financial	Financial
	Year	Year)
Directors	NIL	NIL
KMPs	NIL	NIL
Employ-	Nil	Nil
ees
Workers	N.A.	N.A.

Audit Objections

There are total outstanding 230
para pending for resolution with
CAG for Transaction Audit as on
31.03.2025.

The reply to the said para are under
submission.

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 2024-25, four complaints
were received and one complaint
was pending at the end of the
year 2024-25 which is pending
since 31st January, 2025. Further
all women employees are covered
under Maternity Benefit scheme as
per the law.

26. Corporate Social Responsibility
and Sustainable Development

Pursuant to the recommendation
of the CSR Committee, Board
resolved to donate ''1.33 crore in
Prime Minister''s National Relief
Fund against CSR budget of
''1.3219 crore.

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 GM (Hotels)
has been constituted to oversee
and ensure compliances with the
risk management policy of the
Corporation.

During the Financial Year 2024Â¬
25, two meetings of the Risk
Management Compliance

Committee were held on 12.07.2024
and 24.12.2024.

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) Ms. Ranjana Chopra, SS&FA
(Tourism) - Member

(ii) Shri Lokesh Kumar Aggarwal,
Director (F) - Chairman

(iii) Shri Rajesh Rana, Director
(C&M) - Member

(iv) Dr. Manan Kaushal, Independent
Director - Member

(v) GM (Hotels) - Member

(vi) 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 2024-25,
two meetings of the Board Level Risk
Management Committee were held on
02.08.2024 and 27.12.2024.

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 02.07.2025 were as under :

1. Economic Risks: Dependence
on Govt. Business, Emergence
of new hotels, Dependence on
few verticals.

2. Industrial Risks: Threat to
Market share- More players
from both PSUs and Pvt. Sector
are coming in Hospitality and
Tourism related services.

3. Management & Operational

Risks: Up-gradation of

Technology, Cyber Security

4. Personnel Risks: NonÂ¬

availability of adequate skill sets

5. Political Risk: Ongoing

disinvestment of ITDC

properties

6. Legal Risk: Significant legal
case load.

The mitigation measures against
the above mentioned identified
risks are in place.

28. Auditors and Auditor''s Report

The Comptroller & Auditor General
of India have appointed M/s HDSG &
Associates, Chartered Accountants
the Statutory Auditors for entire
ITDC including its divisions/
units under section 134(5) of the
Companies Act, 2013.

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 NonÂ¬
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/2025/04/Annual-Return-
for-the-Financial-Year-2023-24.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

âNil'' 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, 2025 (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
2024-25 (Upto the date of Report):
Nil

Status of disinvestment of Properties of ITDC and its JV companies as on date is as under

Name of Property	Hotel Pondicherry Ashok, Puducherry
Current Status	Â¦ M/s CBRE South Asia Pvt. Ltd. appointed as Transaction Advisor (TA). Â¦ TA 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. Â¦ 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. Â¦ 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 0709.2021. 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. Â¦ The analysis report received from the CBRE. State Government gave some observations which are yet to be resolved by M/s CBRE. Â¦ 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. Â¦ 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. Â¦ 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. Â¦ Reply dated 18.07.2024 from the State Government is received regarding mode of valuation to be decided. Â¦ ITDC requested MoT to call the IMG meeting for appointment of Valuer/Transaction Advisor.
Name of Property	Hotel Kalinga Ashok, Bhubaneswar
Current Status	Â¦ 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. Â¦ In the IMG meeting held on 04.03.2021, TA presented the revised selection criteria. Â¦ Roadshows 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 0709.2021. IMG decided that a letter may be sent to the State Government seeking permission for subÂ¬ leasing 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. Â¦ 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.

Name of Property	Hotel Kalinga Ashok, Bhubaneswar
Current Status	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 ''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 2712.2021. Â¦ 38th IMG meeting was held on 02.05.2022 in which IMG discussed that since State Government has reiterated the consent fee for sub-leasing 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. Â¦ 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. Â¦ Proposal from M/s CBRE received and placed before the ITDC Board in the meeting held on 29.03.2023. Board approved the proposal. Letter dated 30.072024 sent from the Secretary (Tourism) to the Chief Secretary (Odisha). Â¦ Further meeting in this connection at the level of Secretary (Tourism),GoI and the Chief Secretary Odisha Govt. and the MD-ITDC and the Secretary (Tourism) Odisha Govt. were held in which it was decided that property on the leasehold land and also the freehold land will be divested by ITDC and the State Government will take the properties on basis of the valuation. Â¦ Further directions in this connection are awaited.
Name of Property	Hotel Ranchi Ashok, Ranchi
Current Status	Â¦ Operations of the Hotel is closed since 29.04.2018. Â¦ IMG in its meeting on 13-09-2018 had approved the valuation of RABHCL on âas is where is basisâ for the purpose of transfer of equity. Â¦ VRS was offered thrice. Presently, there are six employees who have not accepted the VRS so far. VRS dues were funded by ITDC by way of loan to Ranchi Ashok Bihar Hotel Corporation Ltd. (RABHCL) Â¦ 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.Dues like VRS dues and outstanding dues of employees remained pending. Â¦ 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. Revised Draft CCEA Note was sent in August, 2022. Â¦ Proposal for fourth time VRS was also approved by the Board and is pending for approval by the MoT. Â¦ In view of dire threats by employees of Hotel Ranchi Ashok due to non-payment of their dues, ITDC disbursed loan of ''6.13 crore to RABHCL to clear the outstanding dues of employees up to June 2022. BSTDC did not extend their share towards the same. Â¦ ITDC has also been extending loans regularly to meet statutory and security expenses. Present outstanding payable to ITDC is ''9.72 crores as on 31.05.2024. Â¦ DIPAM has advised for taking approval of Alternative Mechanism instead of CCEA route in the case of transfer of shareholding in Punjab Ashok Hotel Company Ltd. (PAHCL). Â¦ Note for Alternative Mechanism was sent ot the MoT on 04.09.2024. MoT vide email dated MoT vide email dated 15.07.2025 has communicated the approval of Alternative Mechanism.

Name of Property	Hotel Nilachal Ashok, Puri
Current Status	Â¦ 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 ''4.11 crore to the appellant and for the balace amount of ''4.41 crore, M/s Paulmech has been given liberty to file a civil suit for recovery of ''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. Â¦ As per the order of the Supreme Court, ITDC refunded the amount of ''4.11 crore to the Appellant. Â¦ 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. Â¦ IMG in its meeting held on 02.05.2022 decided that State Government must be involved in the matter. All options viz. Â¦ Taking back of the property by the State Government if they pay JV dues towards ITDC & equity valuation; or Â¦ Sub-leasing of the property as per the sub-leasing permission given by the State Government in 2007; or Â¦ O & M/Licensing out of the property in case State Government insists consent fee to be paid for subÂ¬ 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. Â¦ 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, 13.03.2023 and 21.11.2024. Â¦ Further meeting in this connection at the level of Secretary (Tourism),GoI and the Chief Secretary Odisha Govt. and the MD-ITDC and the Secretary (Tourism) Odisha Govt. were held in which it was decided that the share of ITDC in the paid up capital will be divested by ITDC and the State Government will take the properties on basis of the valuation. Â¦ Further directions in this connection are awaited. Â¦ M/s Paulmech has sent a demand notice dated 10.01.2025 for recovery of balance amount of ''4.11 crore Interest Damages and has filed a civil suit in Puri Court for the same.
Name of Property	Incomplete Project of Anandpur Sahib
Current Status	Â¦ In the IMG meeting held on 29.11.2018, it was decided to handover the incomplete project to the State Government. Â¦ 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. Â¦ Additional Chief Secretary, Govt. of Punjab vide its D.O. letter dated 25.08.2021 sent the proposal to ITDC to pay ''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. Â¦ In the IMG meeting held on 22.09.2022, IMG approved the Valuation of ''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. Â¦ MoU signed on 14.02.2023. Draft CCEA Note sent to the MoT on 17.02.2023 for further action. Â¦ CCEA Note was circulated by the MoT for inter ministerial consultations. DIPAM advised for taking approval of Alternative Mechanism instead of CCEA Note. Accordingly the note for Alternative Mechanism has been sent to MoT on 28.03.2024. Revised Note was sent on 03.07.2025.

Current Status

Hotel The Ashok, New Delhi

Current Status

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
20.072020 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
20.072020, 06.01.2021 and Core Group of Disinvestment (CGD) meetings held on 27.10.2020 and 15.03.2021.
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 :
âSince 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.â

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.

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 meetings held with the official of Niti Aayog and as per the advice, IIT Roorkee has been engaged for
structural study of the hotel building. The report has been received.

Further action in the matter is under process.

Name of Property

Hotel Jammu Ashok, Jammu

Current Status

Â¦ 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.

Â¦ Govt. of J & K vide letter dated 20.03.2020 informed about non-renewal of lease and resumption of land
by the State Govt.

Â¦ Pursuant to the Board decision, Operation of Hotel closed on 1706.2020 and employees were offered VRS.
Those who did not opt VRS, were adjusted in other units of ITDC.

Â¦ 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.

Â¦ In the IMG meeting held on 22.09.2022, IMG approved the Valuation of ''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 âAs is where
is basisâ.

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

MoT has circulated the Draft CCEA Note for Inter Ministerial Consultations. DIPAM advised to take approval of

Alternative Mechanism (AM) in place of CCEA.

Â¦ Note for Alternative Mechanism was sent to MoT on 29.08.2024.

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.

For and on behalf of Board of Directors
Sd/- Sd/-

Date : 20.08.2025 Lokesh Kumar Aggarwal Mugdha Sinha

Place : New Delhi Director (Finance) Managing Director

DIN 09714805 DIN 03527870

Mar 31, 2024

Your Directors have pleasure in presenting the 59^th Annual Report together with the audited accounts of the Corporation for the year ended 31^st March, 2024.

1. During the Financial Year 2023-24, your corporation has reached remarkable heights, achieving its highest-ever profit figures. The corporation has recorded a Revenue from Operation of Rs. 526.58 crore, reflecting an impressive 16% increase compared to the previous fiscal year of Rs. 455.31 corre. The Profit Before Tax (PBT) has surged to Rs. 109.93 crore marking a 34% rise over the preceding period, with a Profit After Tax (PAT) of Rs. 71.86 crore. Increased operational efficiancy in operations and overall growth of Tourism and Hospitality Sectors are the prime factors behind the impressive performance of the Corporation during Financial Year 2023-24.

2. Performance Highlights

The highlights of the financial results of the Corporation (Standalone) are given below:-

('' in Crore)

S. No.	Particulars	Audited	Audited
S. No.	Particulars	2023-24	2022-23
1	Revenue from Operations	526.58	455.31
2	Total Income	544.90	473.37
3	Profit before Tax	109.93	82.08
4	Profit after tax	71.86	56.29
5	EPS (In Rupees)	8.38	6.56
6	Networth	424.96	376.58

3. Division wise financial performance :

The Division wise financial performance of

the Corporation is summarized as under:-

i) Hotels Division has achieved turnover of Rs. 333.68 crore during the year 2023-24 as against Rs. 314.48 crore in the previous year, registering an increase of 6.11%. The Division earned a profit of Rs. 90.85 crore as against a profit of Rs. 68.19 crore during the previous year 2022-23.

ii) The turnover of Ashok Travels & Tours (ATT) Division during 2023-24 is Rs. 51.28 crore as against Rs. 60.11 crore during the year 2022-23. The ATT Division has earned profit of Rs. 6.32 crore as against profit of Rs. 8.71 crore in the previous year.

iii) The turnover of the Ashok Events Division increased to Rs. 103.30 crore during 2023-24 from Rs. 51.08 crore during 2022-23 and it has earned a profit of Rs. 11.71 crore as against profit of Rs. 5.25 crore in the previous year 2022-23.

iv) The turnover of Ashok International Trade Division (AITD) was Rs. 15.41 crore during the year 2023-24 as against Rs. 15.98 crore in the previous year 2022-23. During the year 2023-24, 14 duty free shops were in operation at seaports. The AIT division has earned Profit before Tax (PBT) of Rs. 2.19 crore as compared to PBT of Rs. 2.32 crore in the previous year.

v) The Engineering Division including SEL Projects achieved a turnover of Rs. 25.40 crore during the year 2023-24 as against the turnover of Rs. 13.71 crore in the previous year 2022-23. It has incurred loss of Rs. 0.96 crore during 2023-24 against loss of Rs. 2.52 Crore during 2022-23.

vi) The Ashok Institute of Hospitality and Tourism Management (AIH&TM) achieved turnover of Rs. 3.22 crore during 2023-24 as against a turnover of Rs. 3.85 crore in the previous year 2022-23.

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 31^st March, 2024.

5. Dividend

Board has recommended a dividend of Rs. 2.52 per share i.e. 25.2% on the equity share capital of the company aggregating to Rs. 21.61 crore approximately.

Corporationâs 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

Performance Evaluation against MoU for F.Y. 2022-23 was done by the DPE. ITDC

achieved 79.55 (Very Good) marks out of 100.

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 2023-24, the Corporation has procured 61% (previous year 70.72%) of total procurement of goods and services from Micro, Small and Medium Enterprises (MSMEs) against the prescribed target of 25% as per the procurement policy of Govt. of India. The procurement from MSMEs owned by SC/ST entrepreneurs is 0.4% while procurement from MSMEs owned by Women Entrepreneurs is 2.61%. 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 âBest Implementation of O.L under the aegis of NARAKAS (Undertakings-1), Delhi. Hindi Parv was celebrated from 14th-29th Sept, 2023 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.

11. Conservation of Energy & Technology Absorption

Since your Companyâs 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 2023-24 is Rs. 15.40 crore against Rs. 16.14 crore in the previous financial year 2022-23.

13. Subsidiary Companies

As on 31.03.2024, the Corporation has four subsidiary Companies, viz.

(i) Pondicherry Ashok Hotel Corporation Ltd.

(ii) Ranchi Ashok Bihar Hotel Corporation Ltd.

(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 2023-24.

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-Policv.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 2023-24, no employee approached the Audit Committee through Whistle Blower Mechanism.

15. Board of Directors

During the year, Eight 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. Managing Director, Director (Finance), one Government Nominee Director and two Independent Directors including one woman Independent Director as given below. Further, as on the date of this

Report, the post of 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 and ceased to be the director w.e.f. 28.03.2024.

B) Executive Directors

1. 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.

2. Shri Lokesh Kumar Aggarwal, appointed as Director (Finance) w.e.f. 24.08.2022. During the financial year 2023-24, he has been given the additional charge of Director (Commercial & Marketing) from 03.07.2023 to

02.10.2023.

3. Shri M.R. Synrem appointed as Managing Director w.e.f.

11.10.2023.

C) Other Part time Non-Executive Directors

(a) Part-time Government Nominee Directors:

1. 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 2023-24, following directors were appointed/ ceased to be appointed :

Shri Piyush Tiwari, Director (Commercial & Marketing) ceased to be director w.e.f.

01.07.2023.

Shri M.R. Synrem appointed as Managing Director w.e.f. 11.10.2023.

Dr. Sambit Patra ceased to be the Director/ Chairman w.e.f. 28.03.2024.

As per disclosure received from the Directors, the Directors are not related to one another.

Pursuant to Article 61 of the Article of Association, Shri Lokesh Kumar Aggarwal and Ms. Ranjana Chopra 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 and Section 152, 196 and 203 of Companies Act 2013, approval of shareholders through ordinary resolution will be sought for appointment of Shri M.R. Synrem as Director and Managing 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 2023-2024, Familirization programme conducted by Indian Institute of Corporate Affairs in November, 2023 was attended by Dr. Manan Kaushal and Dr. Anju Bajpai Independent Directors. Further Dr. Manan Kaushal Independent Director attended Orientation Programme organized by Department of Public Enterprises, Govt. of India in March, 2024. 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 measured also 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 Boardâs 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 2023-24 are as under :

During the year under review, ITDC Board approved following loans to its Joint Venture Subsidiary companies:

â¢ Ranchi Ashok Bihar Hotel Corporation Ltd. : ITDC Board approved loan of Rs. 19,32,000/- in its meeting held on 08.08.2023 for payment of Security Expenses @ rate of interest of 9% per annum. The loan was disbursed on 23.08.2023.

â¢ Punjab Ashok Hotel Company Ltd.: ITDC Board approved loan of Rs. 51,000/- in its meeting held on

07.11.2023 for payment of statutory / professional fee to auditors and for routine matters @ rate of interest of 9% per annum. The loan was disbursed on 21.12.2023.

â¢ Utkal Ashok Hotel Corporation Ltd. : ITDC Board approved loan of Rs. 6,21,042/- in its meeting held on 08.08.2023 for meeting security expenses and miscellaneous expenditures such as Statutory/ Legal charges etc. @ rate of interest of 9% per annum. The loan was disbursed on 10.10.2023.

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. Directorsâ Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed: -

â¢ that in the preparation of the accounts for the financial year ended 31^st March, 2024, the applicable accounting standards have been followed read along with proper explanation relating to departures;

â¢ 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;

â¢ 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;

â¢ that the Directors have prepared the accounts for the financial year ended 31^st March 2024 on a âgoing concernâ basis;

â¢ 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;

â¢ 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 in its meeting held on 19.01.2024 has resolved to appoint the Internal Financial Control (IFC) Auditors. The Auditors were appointed and the audit was completed in March, 2024.

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 :

i) Vigilance cases:

Number of Vigilance cases disposed off during the FY 2023-24 (i.e., from

01.04.2023 to 31.03.2024) are 23 (Twenty Three) whereas the pending Vigilance cases are 08(Eight) as on 31.03.2024. The pending disciplinary cases are 07(Seven) as on 31.03.2024.

The gist of nature of such cases pertaining to are non-finalization of tenders, recovery of outstanding payments & SEL projects matters, etc.

ii) Number of Directors/KMPs/employees/ workers against whom disciplinary action was taken by law enforcement agency for charges of bribery/corruption:

	FY 2023-	FY 2022-2023
	2024 (Current	(Previous
	Financial	Financial
	Year)	Year)
Directors	Nil	Nil
KMPs	Nil	Nil
Employees	Nil	Nil
Workers	NA	NA

Audit Objections

There are total outstanding 191 para pending for resolution with CAG for Transaction Audit as on 31.03.2024.

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 2023-24, three complaints were received and two complaints were pending at the end of the year 2023-24.

26. Corporate Social Responsibility and Sustainable Development

Pursuant to the recommendation of the CSR Committee, Board resolved to give two Ambulances in the Aspirational Districts (i.e. Chitrakoot (U.P.) and Ribhoi (Meghalaya) as per DPE guidelines. The CSR expenditures of Rs. 46.51 lakh against the budget of Rs. 44.32 lakhs were incurred. The CSR project was extended beyond the financial year 2023-24 due to General Elections and non-finalization of GeM tender.

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

a committee namely Risk Management Compliance Committee (RMCC) presently headed by VP (Security) and after his superannuation GM (Hotels) has been constituted to oversee and ensure compliances with the risk management policy of the Corporation.

During the Financial Year 2023-24, two meetings of the Risk Management Compliance Committee were held on

31.07.2023 and 02.02.2024.

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 - Chairman Aggarwal, Director (F)

ii) Dr. Manan Kaushal, - Member Independent Director

iii) Dr. Anju Bajpai, - Member

Independent Diector

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 2023-24, two meetings of the Board Level Risk Management Committee were held on

03.08.2023 and 05.02.2024.

as presented in the Board Level Risk Management Committee Meeting held on

05.02.2024 were as under :

Economic Risks : Emergence of new Hotels, Dependence on Govt. Business

Industrial Risks : Threat to Market share, Dependence on outside vendors for transport business

Management & Operational Risk :

Change in Technology/Upgradation, Low IT environment, Lack of Specialized manpower, Risk of Poor Brand Perception

Credit Risk & Liquidity Risk: Loss due to non-payment of dues by clients

Legal Risk : Various cases pending with appellant Custom Authorities in respect of erstwhile Duty Free Shops at Airports.

28. Auditors and Auditorâs Report

The Comptroller & Auditor General of India have appointed M/s HDSG & Associates, Chartered Accountants the Statutory Auditors for entire ITDC including its divisions/units under section 134(5) of the Companies Act, 2013.

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

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/2021/08/Annual-Return MGT-7 2019-2020.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 companyâs operation in future.

33. Comments of the Comptroller and Auditor General of India

âNilâ 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 31^st March, 2024 (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 2023-24 (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

Hotel Pondicherry Ashok, Puducherry

â¢ M/s CBRE South Asia Pvt. Ltd. appointed as Transaction Advisor (TA).

â¢ TA 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.

â¢ 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.

S. No.

Name of Property

Current Status

â¢ 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.

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

â¢ 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.

â¢ 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.

â¢ 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.

â¢ Reply dated 18.07.2024 from the State Government received regarding mode of valuation to be decided.

Hotel Kalinga Ashok,

Bhubaneswar

â¢ 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.

â¢ In the IMG meeting held on 04.03.2021, TA presented the revised selection criteria.

S. No.

Name of Property

Current Status

â¢ Roadshows were conducted from 15^th March, 2021 to 19^th 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 sub-leasing 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.

â¢ 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.

â¢ 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.

â¢ 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

S. No.

Name of Property

Current Status

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.

â¢ Proposal from M/s CBRE received and placed before the ITDC Board in the meeting held on 29.03.2023. Board approved the proposal. Letter dated 30.07.2024 sent from the Secretary (Tourism) to the Chief Secretary (Odisha).

â¢ 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.

â¢ 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.

â¢ In a meeting held with DIPAM on 18.03.2024, DIPAM apprised that now DIPAM does not deal with the proposal of monetization of land. Accordingly, the email was sent to DIPAM on 01.04.2024 for responding back in this regard. Reply is awaited.

Hotel Ranchi Ashok, Ranchi

â¢ Operations of the Hotel is closed since 29.04.2018.

â¢ IMG in its meeting on 13-09-2018 had approved the valuation of RABHCL on âas is where is basisâ for the purpose of transfer of equity.

â¢ VRS was offered thrice. Presently, there are six employees who have not accepted the VRS so far. VRS dues were funded by ITDC by way of loan to Ranchi Ashok Bihar Hotel Corporation Ltd. (RABHCL)

S. No.

Name of Property

Current Status

â¢ 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. Revised Draft CCEA Note was sent in August, 2022.

â¢ Proposal for fourth time VRS was also approved by the Board and is pending for approval by the MoT.

â¢ In view of dire threats by employees of Hotel Ranchi Ashok due to non-payment of their dues, ITDC disbursed loan of Rs. 6.13 crore to RABHCL to clear the outstanding dues of employees up to June 2022. BSTDC did not extend their share towards the same.

â¢ ITDC has also been extending loans regularly to meet statutory and security expenses. Present outstanding payable to ITDC is Rs.9.72 crores as on 31.05.2024.

â¢ DIPAM has advised for taking approval of Alternative Mechanism instead of CCEA route in the case of transfer of shareholding in Punjab Ashok Hotel Company Ltd. (PAHCL).

â¢ MoT vide email dated 01.04.2024 has been requested to consider the Alternative Mechanism route for Ranchi Ashok also.

Hotel Nilachal Ashok, Puri

â¢ 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.

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

â¢ 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.

â¢ 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

S. No.

Name of Property

Current Status

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.

â¢ 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.

Incomplete Project of Anandpur Sahib

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

â¢ 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.

â¢ 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.

â¢ 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.

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

S. No.

Name of Property

Current Status

â¢ CCEA Note was circulated by the MoT for inter ministerial consultations. DIPAM advised for taking approval of Alternative Mechanism instead of CCEA Note. Accordingly the note for Alternative Mechanism has been sent to MoT on 28.03.2024.

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.

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 :

âSince 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.

S. No.

Name of Property

Current Status

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 âcoreâ assets as far as financial rationale is concerned.â

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.

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 MoT 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 engaged for structural study of the hotel building. The report is expected to be received in August, 2024.

S. No.

Name of Property

Current Status

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.

Hotel Jammu Ashok, Jammu

â¢ 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.

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

â¢ 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.

â¢ 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.

â¢ 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 âAs is where is basisâ.

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

For and on behalf of Board of Directors

Sd/- Sd/-

M.R. Synrem Lokesh Kumar Aggarwal

Date : 13.08.2024 Managing Director Director (Finance)

Place : New Delhi DIN: 03619409 DIN: 09714805

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 Companyâs 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.

Mar 31, 2023

3. Division wise financial performance :

Your Directors have pleasure in presenting the 58^th Annual Report together with the audited accounts of the Corporation for the year ended 31^st 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.	Particulars	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 18^th 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

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.

Corporationâs 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

bagged consolation prize for the 2nd time for âBest 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 âHindi Parvâ which included performances by prominent Hindi poets as well as various performances like Bharatanatyam, monoacting, songs, drama etc. by ITDCâs 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

Since your Companyâs 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.

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 :

â¢ Ms. Rupinder Brar ceased to be Govt.

Nominee Director w.e.f. 22.07.2022

â¢ Shri Lokesh Kumar Aggarwal appointed as Director (Finance) w.e.f. 24.08.2022

â¢ Shri Chetan Prakash Jain ceased to be Govt. Nominee Director w.e.f.

07.11.2022

â¢ Ms. Ranjana Chopra appointed as Govt. Nominee Director w.e.f. 28.11.2022

â¢ 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 Boardâs 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 :

â¢ 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.

â¢ 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.

â¢ 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 :

â¢ 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

â¢ 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. Directorsâ Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed: -

â¢ that in the preparation of the accounts for the financial year ended 31^st March, 2023, the applicable accounting standards have been followed read along with proper explanation relating to departures;

â¢ 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;

â¢ 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;

â¢ that the Directors have prepared the accounts for the financial year ended 31^st March 2023 on a âgoing concernâ basis;

â¢ 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;

â¢ 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

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.

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 Auditorâs 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 29^thMarch, 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 companyâs operation in future.

33. Comments of the Comptroller and Auditor General of India

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

Hotel Pondicherry Ashok

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

â¢ 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.

â¢ 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

Hotel Kalinga Ashok

â¢ 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.

â¢ 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.

â¢ Roadshow were conducted from 15^th March, 2021 to 19^th 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

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.

â¢ 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.

â¢ 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.

â¢ 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

â¢ 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.

Hotel Ranchi Ashok

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

â¢ IMG in its meeting on 13-09-2018 had approved the valuation of RABHCL on âas is where is basisâ for the purpose of transfer of equity.

â¢ 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.

â¢ 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.

â¢ 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.

â¢ 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 CMâs Office, Ministry of Tourism-GoI, Govt of Bihar etc.

â¢ 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

â¢ 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.

Hotel Nilachal Ashok, Puri

â¢ 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.

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

â¢ 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.

â¢ 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.

â¢ 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

Incomplete Project of Anandpur Sahib

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

â¢ 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.

â¢ 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.

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

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)

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 :

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 âcoreâ assets as far as financial rationale is concerned.â

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:

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

â¢ 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

â¢ 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.

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

â¢ 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 :

âThe 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.â

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

Hotel Jammu Ashok

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

â¢ 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.

â¢ 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.

â¢ 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 Companyâs 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.

Mar 31, 2018

Boardâs Report (2017-18)

Dear Shareholders,

The Directors have pleasure in presenting the 53rd Annual Report together with the audited accounts of the Corporation for the year ended 31st March, 2018.

Your Corporation has achieved a total turnover of Rs, 370.64 crore during the financial year 2017-18 as against Rs, 356.11 crore in the previous year 2016-17 (As per Ind AS). During the financial year 2017-18, the Corporation has recorded a Net Profit (after tax) ofRs, 23.62 crore as against Net Profit (after tax) of Rs, 11.43 crore in previous year 2016-17 (As per Ind AS).

Performance Highlights

The highlights of the financial results of the Corporation (Standalone) are given below:

(Rs, in crore)

Particulars	Audited 2017-18	Audited 2016-17
Income from Operations	343.87	330.77
Operating Expenses	348.97	314.29
Operating Profit/Loss	-5.10	16.48
Other Income	26.78	25.34
Profit / Loss before
Depreciation, Finance
Cost, Exceptional Items
and Prior Period
Adjustments	21.68	41.82
Depreciation	7.15	6.18
Finance Cost	0.48	0.57

Profit / Loss before
Exceptional Items and
Prior Period Adjustments	14.05	35.07
Exceptional Items	30.89	-10.86
Profit / Loss before Prior
Period Adjustments	44.94	24.21
Provision for Income Tax	15.98	12.72
Deferred Tax	-7.28	-4.63
Provision for Income Tax
for earlier years written
back	0.05	-0.02
Profit/Loss from
Continuing Operations
after tax	36.19	16.14
Net Profit/ (Loss) from
Discontinuing Operation	-17.78	-7.20
Tax expense of
Discontinued Operation	-5.21	-2.49
Net Profit/ (Loss) from
Discontinued Operation
after tax	-12.57	-4.71
Net Profit/ (Loss) for
the period	23.62	11.43
Other Comprehensive
Income -
(i) Items that will not be
reclassified to Profit or
Loss	-6.28	-1.24
(ii) Income tax relating
to items that will not be
Reclassified to Profit or
Loss	1.79	0.43
Other Comprehensive
Income for the Period	-4.49	-0.81
Total Comprehensive
Income for the Period	19.13	10.62

During thefinancialyear2017-18, the Corporation has made a provision of Rs, 22.47 crore (excluding impact of Gratuity and Leave Encashment) towards approval of recommendation of 3rd Pay Revision Committee (PRC).

Note : The Ministry of Corporate Affairs vide its notification dated 16.02.2015 has notified the Companies (Indian Accounting Standards) Rules, 2015 which mandates application of Ind AS (known as Indian Accounting Standards) by the Companies whose equity or debt securities are listed on any stock exchange in India or outside India and having net worth of less than rupees five hundred crore. In compliance of the said notification, the financial statements for the year ended 31st March, 2018 have been prepared in accordance with Ind AS and figures of Financial Year 2016-17 have been re-cast to make them Ind-AS compliant.

Operating Ratio

The Operating Ratio has increased to 101.48% against 95.02% in the previous financial year.

Division wise Financial Performance

The Division wise financial performance of the Corporation is summarized as under

(i) Hotels Division has achieved a turnover of Rs, 269.33 crore during the year as against Rs, 280.98 crore in the previous year and earned the net profit of Rs, 1.45 crore as against the net profit of Rs, 33.66 crore in the previous year.

ii) The turnover of AIT Division was Rs, 15.03 crore against Rs, 18.36 crore in the previous year. During the year 2017-18, there are 12 duty free shops in operation at seaports i.e. at Goa, Haldia, Kolkata, Chennai, Mangalore, Vishakhapatnam, Mumbai, Paradip, Kakinada, Cochin,

Krishnapatnam and Tuticorin. The AIT division has earned Net Profit of Rs, 0.56 crore as compared to Net Profit of Rs, 3.32 crore in the previous year.

iii) The turnover of ATT Division has increased toRs,24.97crore (IndAS) fromRs, 16.31 crore (Ind AS) in the previous year, an increase by 53.1 %. The ATT Division has earned a profit of Rs, 2.22 crore as against the Net Loss of Rs, 18.18 crore in the previous year. The previous year loss was due to the deposit of demand of Rs, 14.99 crore in the âLâ Block property case where the appeal of ITDC before the High Court had been dismissed and the demand has been paid in full.

iv) The turnover of the Ashok Events Division has been increased to Rs, 37.12 crore (previous year Rs, 36.38 crore) and has earned a Profit of Rs, 4.91 crore as against Net Profit of Rs, 6.07 crore in the previous year.

v) The Engineering Division including SEL Projects has achieved a turnover of Rs, 10.12 crore during the year 2017-18 (previous year Rs, 11.04 crore) with Net Loss of Rs, 3.92 crore as against Net Loss of Rs, 3.21 crore in the previous financial year.

vi) The Ashok Institute of Hospitality and Tourism Management (AIH&TM) has achieved a turnover of Rs, 3.61 crore as against a turnover of Rs, 2.99 crore in the previous year with Net loss of Rs, 0.81 crore (previous year Net Loss of Rs, 0.81 crore).

vii) The Corporate HQ being the administrative office has earned an income of Rs, 26.68 crore (previous year Rs, 20.81 crore) mainly constituting income from interest on short term deposits with banks from the surplus funds available with it. During the year 2017-18, apart from interest income, HQ has also earned profit from disinvestment of hotel units/subsidiary companies of Rs, 24.13 crore.

Note: Division-wise Turnover and Profit comprises of Turnover and Profit of both Continuing as well as Discontinued Operations.

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, 2018.

Dividend

The Board of Directors recommended a dividend of 18.5% for the financial year 2017-18 on the equity share capital of the Company.

Transfer to Reserve

No amount has been transferred to the General Reserves.

Rating of ITDC vis-a-vis MoU targets

Performance of the Company for the year 2016-17 has been notified as âGoodâ with Composite Score 56.35 by Department of Public Enterprises (DPE) in terms of the MoU signed with the Government of India.

Management Discussion and Analysis

The report on the Management Discussion and Analysis is placed at Annexure-I.

Procurement from MSME

The Corporation has partly complied with guidelines issued by DPE in this regard in view of nature of operations and products/services consumed by the Corporation.

Implementation of Official Language Policy

During the year 2017-18, the Company continued its efforts to give impetus to the use of Hindi in official work through motivation and training. Cash incentives were granted to employees on doing prescribed quantum of work in Hindi. Hindi workshops were organized to provide practical training of noting-drafting and other works in Hindi. Various Hindi competitions were also organized during Hindi Parv (Fortnight) celebrations for giving impetus to the use of official language in day to day work. A cultural programme and Hindi Kavigoshthi were organized at Hotel The Ashok on 18th October, 2017 to celebrate âHindi Parvâ which included performances by prominent Hindi poets as well as various performances like songs, drama etc. by ITDCâs own employees besides Rajbhasha Prize Distribution Function to encourage Official language in the Corporation.

Conservation of Energy 6t Technology Absorption

Since your Companyâs 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.

Foreign Exchange Earnings 6t Outgo

The Direct Foreign Exchange Earnings during the year 2017-18 hasincreased toRs, 15.27 crore as against Rs, 15.20 crore in the previous financial year.

Subsidiary Companies

As on 31.03.2018, the Corporation has five subsidiary companies viz. (i) Donyi Polo Ashok Hotel Corporation Ltd (ii) Pondicherry Ashok Hotel Corporation Ltd (iii) Ranchi Ashok Bihar Hotel Corporation Ltd. (iv) Utkal Ashok Hotel Corporation Ltd. (v) Punjab Ashok Hotel Company Ltd. The Hotel Units were set up under the aforesaid subsidiary companies at Itanagar, Puducherry and Ranchi respectively. The operation of Hotel unit at Puri is closed since March, 2004 and the Hotel has been planned to be leased out. The Hotel project at Anandpur Sahib is incomplete. Due to continuous losses, the operations of Hotel Ranchi Ashok have also been closed w.e.f. 29.03.2018. Further, ITDC signed Share Transfer Agreement on 17.05.2018 for transferring its 51% equity stake in Donyi Polo Ashok Hotel Corporation Ltd. to the Govt, of Arunachal Pradesh. Thus, presently ITDC has following four subsidiary companies :

(i) Pondicherry Ashok Hotel Corporation Ltd

(ii) Ranchi Ashok Bihar Hotel Corporation Ltd. (Operation is closed).

(iii) Utkal Ashok Hotel Corporation Ltd (Operation is closed)

(iv) Punjab Ashok Hotel Company Ltd. (Incomplete Project)

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 subsidiaries in the prescribed format forms part of the Consolidated Annual Accounts 2017-18.

Vigil Mechanism and Whistle Blower Policy

The Corporation has a Whistle Blower Policy which is posted on the website http:// www.theashokgroup.com/Aboutus/rti. 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.

Board of Directors

During the year, nine Board meetings were held to transact the business of the Company.

The Board presently comprises of ten Directors i.e., Chairperson 6t Managing Director, Director (C&M), Director (Finance), two Government Nominee Directors and five Independent Directors as under:

A) Executive Directors

1. Smt. Ravneet Kaur, (IAS) has been appointed as Chairperson & Managing Director w.e.f. 24.07.2017

2. Shri Piyush Tiwari, Director (C&M) w.e.f. 28.05.2015

3. Shri Pradip Kumar Das, Director (Finance) w.e.f. 25.02.2016

B) Non-Executive Directors

(a) Part-time Government Nominee Directors:

1. Shri Shambhu Singh, IAS from 10.08.2018

2. Smt Meenakshi Sharma (IA&AS), from 11.07.2016

(b) Independent Part time Directors:

1. Shri Ajay Swarup from 08.08.2016

2. Shri Patel Karshanbhai Bhikhabhai from 08.08.2016

3. Dr. Paragbhai M. Sheth from

30.07.2018

4. Shri K. Padmakumar from 30.07.2018

5. Dr. Kamla Singh from 30.07.2018

As per disclosure received from the Directors, the Directors are not related to one another.

Pursuant to Article 61 of the Article of Association, Shri Piyush Tiwari and Shri Pradip Kumar Das retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Further, approval of the shareholders is being sought to the appointment of Dr. Paragbhai M.Sheth, Shri K. Padmakumar and Dr. Kamla Singh as Independent Directors in the Company as required under Section IV of Schedule IV to the Companies Act, 2013 read with Section 149(7) of the Companies Act, 2013. Details of profile etc. as required under Regulation 36(3) of SEBI (LODR) Regulations, 2015 in respect of Directors the approval of the appointment of whom are being sought in this AGM and the profile of Directors liable to retire by rotation and seeking re-appointment have been given at the end of the Notice of AGM.

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 SCOPE and DPE to the Board Members. Further, on induction of non-official Directors, ITDC may also arrange training on the role and responsibilities of Directors from the professional institutes like ICAI, ICSI, ICMAI, IIM, SCOPE etc.

During the financial year 2017-18, Nonofficial Directors did not participate in any training programme organized by DPE.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets 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.

Board Evaluation

The evaluation of the Board 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 measured also in six areas based on questionnaire designed on a scale of 1 to 5.

Particulars of loans, guarantee or investments

During the year under review, ITDC released loan of totalRs, 9,00,000/- on 27.04.2017 at a rate of interest of 12.5% per annum to M/s Utkal Ashok Hotel Corporation Ltd., a subsidiary of ITDC for meeting out payment towards ESI, Security Services, Advocates Fees and others and a loan of Rs, 96,39,000/- at a rate of interest of 12.5% per annum to M/s Ranchi Ashok Bihar Hotel Corporation Ltd. towards working capital and payment of unpaid salaries of staff.

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-ll 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 Companyâs Auditors [Clause E to Schedule V to SEBI (LODR) Regulations, 2015] along with the management reply to observations.

Directorsâ 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 31 st March, 2018, 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, 2018, on a âgoing concernâ 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.

Internal Financial Controls

The Corporation has adequate internal control system commensurate to its nature of business. Board has laid down adequate policies and procedures such as Licensing Procedure, Purchase Procedures, Engineering 6t Works Manual, 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 6t 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.

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 have approved a policy on materiality of the related party transactions, which is posted on the website of the company http://www.theashokgroup.com/ Aboutus/lnvestorcorner.

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 vigilance cases, 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 2017-18 are eight whereas the pending Vigilance/Disciplinary cases are six. The gist of the nature of such cases are that delinquent official failed to ensure the running of private licensees as per the agreement at Hotel, irregularities pertaining to installation of Wi-fi system at ITDC Hotels, irregularities in approving technical sanction while tendering for laying out of the Carpet at Ashok Hotel, irregularities in the payment of retention money to the party etc.

Audit Objections

There are total outstanding 126 para pending for resolution with CAG.

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.

Report under Section 22 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

During 2017-18, no case was registered.

Corporate Social Responsibility and Sustainable Development

The CSR activities undertaken during the financial year 2017-18 are as follows:

(i) Red Fort, Old Fort and Qutub Minar were adopted under CSR activities to maintain cleanliness and to educate visitors about importance of cleanliness.

(ii) Contribution to Prime Ministerâs National Relief Fund.

The Annual Report on CSR Activities and the Report on the Sustainable Development Activities are annexed as Annexure III.

Risk Management Policy and its Implementation

ITDC Board in its meeting held on 11 th May, 2010 has laid down the Risk Management Policy laying down a sound process for identification and mitigation of risks. In accordance with the policy, the unit head of all strategic divisions have been nominated as Risk Manager and a committee namely Risk Management Compliance Committee (RMCC) presently headed by Director (C&M) has been constituted to oversee and ensure compliances with the risk management policy of the Corporation.

Companyâs specific risks (Level of Risks : High/Likely) as was placed in the Board Meeting held on 08.09.2017:

Economic Risk:

i) More Dependence on one segment of clients i.e. Government

ii) Change in Government strategy to invite participation from private entities by following tendering route

iii) Loss of Chain/Group advantage

Personnel Risk: Non-availability of adequate skill sets and depleting manpower in Key positions.

Legal Risk:

i) Repeated assessment by the Statutory Authorities

ii) Result of contractual obligations

iii) Overdependence on contractual manpower due to depleting strength of permanent manpower

iv) Unavoidable litigation in estate related issues

v) Huge number of cases pending in courts as well as in arbitration

Management & Operational Risk:

i) Very Low IT environment in Corporation

ii) Low Vendor Base

Auditors and Auditorâs Report

The Comptroller & Auditor General of India has appointed M/s Kishore & Kishore, Chartered Accountants as Statutory Auditors of the Company and also various Branch Auditors for the year 2017-18 under 134(5) of the Companies Act, 2013. The Managementâs replies to the comments and observations of the Statutory Auditors on the accounts (Standalone) for the year 2017-18 are given in Annexure IV.

Secretarial Auditor and Secretarial Audit Report

ITDC Board in its meeting held on 27th March, 2018 has appointed M/s K J & Associates, Company Secretaries as the Secretarial Auditors for conducting the Secretarial Audit as required under Section 204 of the Companies Act, 2013. The Secretarial Audit Report is placed at Annexure-V and Management replies to the comments and observation of the Secretarial Auditors on the Secretarial Audit Report for the year 2017-18 are given at Annexure-VI.

Extract of Annual Return

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure -VII to the Boardâs Report.

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 companyâs operation in future.

Comments of the Comptroller and Auditor General of India

The Comments of the Comptroller 6t 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, 2018 are set out elsewhere in the Annual Report.

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 Subsidiaries:

No. of hotels disinvested during 2017-18

S.No.	Date of Disinvestment	Name of Property	Amount of Revenue received by ITDC
1	Share Transfer Agreement signed on 29.06.2017	51% Equity stake in MP Ashok Hotel Corporation Ltd. (Hotel Lake View Ashok)	Rs, 12.59 crore
2	Share Transfer Agreement signed on 29.06.2017	51% Equity stake in Assam Ashok Hotel Corporation Ltd. (Hotel Brahmaputra Ashok)	Rs, 2.14 crore
3	MoU signed on 27.04.2017	Hotel Bharatpur Ashok	Nil
4	Technical Possession of Land and Building of Hotel Janpath was handed over to Ministry of Urban Development by signing of handing over document on 31.10.2017	Hotel Janpath, New Delhi	Compensation for loss of business opportunity yet to be finalized
5	Property comprising leasehold land and incomplete hotel building on âas is where is basisâ was handed over to Govt, of J & K on 16.11.2017	Incomplete Project of Hotel Gulmarg Ashok	Nil

6	Transfer Agreement was signed on 09.12.2017	Hotel Jaipur Ashok	Rs, 14 crore. All liability of Hotel Jaipur Ashok to be borne by ITDC upto the date of transfer of hotel.
7	Share Transfer Agreement was signed on 17.05.2018	51% equity in Hotel Donyi Polo Ashok, Itanagar	Rs, 1.98 crore
8	Transfer Agreement was signed on 25.05.2018	Hotel Lalitha Mahal Palace, Mysore	Rs, 7.45 crore. All liabilities of hotel Lalitha Mahal Palace upto the date of transfer to be borne by ITDC.

Status of disinvestment of other hotels are as under :

S.No.	Name of Property	Current Status
1	Hotel Pondicherry Ashok, Puducherry	- The Subsidiary Company is in the process of appointing Transaction Advisor for Joint Leasing/PPP/ DBFOT etc. of Hotel Pondicherry Ashok.
2	Incomplete Project of Anandpur Sahib	- RFP for selection of bidders for Joint Leasing/PPP/ DBFOT etc. of project at Anandpur Sahib has been floated in October, 2017 and after some revision in February, 2018 but no response received. - The Subsidiary Company is in the process of floating revised RFP as approved by IMG.
3	Hotel Kalinga Ashok, Bhubaneswar (O&M Contract)	- RFP for selection of bidder for 0 & M operations of Hotel Kalinga Ashok was floated in December, 2017 but no response received. - Revised RFP has been floated on 20.07.2018 for selection of bidder for 0 & M operation of Hotel Kalinga Ashok.
4	Hotel Patliputra Ashok, Patna	- IMG approved the negotiated consideration of Rs, 13.005 crore for transfer of Hotel Patliputra Ashok, Patna to the Govt, of Bihar with the condition that the Government of Bihar would consider the transfer of BSTDCâs equity in Ranchi Ashok Bihar Hotel Corporation Ltd. to the Govt, of Jharkhand.
5	Hotel Ranchi Ashok, Ranchi	- M/s Delhi Integrated Multi-modal Transit System (DIMTS) has been appointed as TA for valuation of equity stake of ITDC in the Subsidiary Company. - Due to continuous losses in operating the property, operations of the Hotel have been closed w.e.f. 29.03.2018. Employees of the Hotel have been offered VRS twice.

Hotel Nilachal Ashok, Puri

- M/s Paulmech, the respondent filed an SLP in the Honâble Supreme Court challenging an earlier order of the Honâble High Court of Odisha.

- There is a stay on cancellation of Letter-of-intent (LOI) issued to M/s Paulmech and no fresh agreement with regard to property in question i.e. Hotel Nilachal Ashok, Puri shall be entered into as per court orders.

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 also gratefully acknowledges the support and guidance received from various Ministries of the Government of India particularly the Ministry of Tourism, i n Companyâs operations and developmental plans. 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.

For and on behalf of Board of Directors

Sd/-

(Ravneet Kaur)

Date: 11.08.2018 Chairperson 6t

Place: New Delhi Managing Director

Mar 31, 2017

Dear Shareholders,

The Directors have pleasure in presenting the 52nd Annual Report together with the audited accounts of the Corporation for the year ended 31st March, 2017.

Turnover and Profitability

Your Corporation has achieved a total turnover of Rs, 495.14 crore during the financial year 2016-17 as against Rs, 465.69 crore in the previous year 2015-16. During the financial year 2016-17, the Corporation has recorded a Net Profit (before tax) of Rs, 17.52 crore as against Net Profit (before tax) of Rs, 32.42 crore in previous year 2015-16.

Performance Highlights

The highlights of the financial results of the Corporation (Standalone) are given below:

(Rs, in crore)

Particulars	Audited 2016-17	Audited 2015-16
Income from Operations	473.15	437.13
Operating Expenses	457.65	415.08
Operating Profit/Loss	15.50	22.05
Other Income	21.99	28.56
Profit / Loss before
Depreciation, Finance
Cost, Exceptional Items
and Prior Period
Adjustments	37.49	50.61
Depreciation	7.87	8.03

Finance Cost	0.20	0.43
Profit / Loss before
Exceptional Items and
Prior Period Adjustments	29.42	42.15
Exceptional Items	10.71	8.10
Profit / Loss before Prior
Period Adjustments	18.71	34.05
Prior Period Adjustments	1.19	1.63
Profit / Loss before Tax	17.52	32.42
Provision for Income Tax	9.80	12.30
Deferred Tax	(4.31)	(2.43)
Provision for Income Tax
for earlier years
written back	(0.02)	-
Profit / Loss after Tax	12.05	22.55
Equity Capital	85.77	85.77
Capital Employed	286.76	282.94
Rate of Return on
Capital:-
Before Tax	20%	38%
After Tax	14%	26%
Rate of Return on
Capital Employed:-
Before Tax	6.11%	11%
After Tax	4.20%	8%

Operating Ratio

The Operating Ratio has marginally increased by 3.72% in the current year with the overall operating ratio of 94.59% as against 90.87% in the previous year 2015-16.

Division wise Financial Performance

The Division wise financial performance of

the Corporation is summarized as under :-

(i) Hotels Division has achieved a turnover of Rs, 282.51 crore during the year as against Rs, 277.55 crore in the previous year and earned the net profit of Rs, 34.47 crore as against the net profit of Rs, 38.90 crore in the previous year.

ii) The turnover of AIT Division has increased to Rs, 18.36 crore from Rs, 16.23 crore in the previous year. During the year 2016-17, there are 11 Duty Free Shops in operation i.e. at Goa Seaport, Coimbatore, Haldia Port, Kolkata Port, Chennai Port and Mangalore Port, Visakhapatnam, Mumbai Seaport, Paradip Sea Port, Kakinada, Krishnapatnam. The AIT Division has earned a Net Profit of Rs, 3.31 crore as compared to Net Profit of Rs, 2.37 crore in the previous year.

iii) Further, the turnover of ATT Division has increased to Rs, 123.06 crore from Rs, 104.37 crore in the previous year, an increase by 17.91 %. The ATT Division has incurred a loss of Rs, 18.08 crore as against the Net Loss of Rs, 10.37 crore in the previous year. The loss is due to the deposit of demand of Rs, 14.99 crore in the âLâ Block property case where the appeal of ITDC before the High Court has been dismissed and the demand has been paid in full.

iv) The turnover of the Ashok Events Division been recorded at Rs, 36.38 crore (previous year Rs, 23.66 crore) and has earned a Profit of Rs, 6.00 crore as against net profit of Rs, 4.01 crore during FY 2015-16.

v) The Engineering Division Including SEL Projects has achieved a turnover of Rs, 11.04 crore during the year 2016-17 (previous year Rs, 15.31 crore) with net loss of Rs, 2.97crore as against net loss of Rs, 2.84 crore in the last financial year.

vi) The Ashok Institute of Hospitality and Tourism Management (AIH&TM) has achieved a turnover of Rs, 2.99 crore as against Rs, 3.28 crore in the previous year with net Loss of Rs, 0.21 crore (previous year net loss of Rs, 1.54 crore).

vii) The Corporate HQ being the administrative office has earned an income of Rs, 20.81 crore (previous year Rs, 25.30 crore) mainly constituting of income from interest on short term deposits with banks from the surplus funds available with it.

Capital Structure

Dividend

The Board of Directors recommended a dividend of 13.30% for the financial year 201617 on the equity share capital of the Company

Transfer to Reserve

No amount has been transferred to the General Reserves.

Rating of ITDC vis-a-vis MoU targets

Performance of the Company for the year 2015-16 has been notified as âGoodâ with Composite Score 55.53 by Department of Public Enterprises (DPE) in terms of the MoU signed with the Government of India.

Management Discussion and Analysis

The report on the Management Discussion and Analysis is placed at Annexure-I.

Procurement from MSME

The Corporation has partly complied with guidelines issued by DPE in this regard.

Implementation of Official Language Policy

During the year 2016-17, the Company continued its efforts to give impetus to the use of Hindi in official work through motivation and training. Cash incentives were granted to employees on doing prescribed quantum of work in Hindi. Hindi workshops were organized to provide practical training of noting-drafting and other works in Hindi. Various Hindi competitions were also organized during Hindi Fortnight celebrations for giving impetus to the use of official language in day to day work. Hindi Kavigoshthi, Hindi Natya Manchan and Hindi Prize Distribution Event were also organized to encourage official language in the Corporation. A cultural program was organized at Hotel the Ashok on 28th September, 2016 to celebrate âHindi Pakhwadaâ which included performances by prominent Hindi Poets as well as various performances like songs, drama, etc. by ITDCâs own employees.

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. Hotel The Ashok was awarded with prestigious LEEDâs gold certificate in the month of January 2017.

Since your Companyâs 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.

Foreign Exchange Earnings & Outgo

The Direct Foreign Exchange Earnings during the year 2016-17 has decreased to Rs, 15.19 crore from Rs, 17.95 crore in the previous year.

Subsidiary Companies

The Corporation has seven subsidiary companies as on 31.03.2017 viz. (i) Donyi Polo Ashok Hotel Corporation Ltd. (ii) Assam Ashok Hotel Corporation Ltd. (iii) MP Ashok Hotel Corporation Ltd. (iv) Pondicherry Ashok Hotel Corporation Ltd. (v) Ranchi Ashok Bihar Hotel Corporation Limited (vi) Utkal Ashok Hotel Corporation Ltd. (vii) Punjab Ashok Hotel Company Ltd. The Hotel Units were set up under the aforesaid subsidiary companies at Itanagar, Guwahati, Bhopal, Puducherry and Ranchi respectively. The operation of Hotel unit at Puri is closed since March, 2004 and the Hotel has been planned to be leased out. The Hotel project at Anandpur Sahib is incomplete. Besides, the Corporation has one Associate Company i.e. ITDC Aldeasa India Private Limited which is under process of striking off.

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 subsidiaries in the prescribed format AOC-1 forms part of the Consolidated Annual Accounts 2016-17.

Vigil Mechanism and Whistle Blower Policy

Board of Directors

During the year, eight Board Meetings were held to transact the business of the Company.

The Board presently comprises of seven Directors i.e. Chairperson & Managing Director, Director (C&M), Director (Finance), two Government Nominee Directors and two Independent Directors as under:

A) Executive Directors

1. Smt. Ravneet Kaur, (IAS) has been appointed as Chairperson & Managing Director w.e.f. 24.07.2017

2. Shri Piyush Tiwari, Director (C&M)

3. Shri Pradip Kumar Das, Director (Finance)

B) Non-Executive Directors

(a) Part-time Government Nominee Directors:

1. Smt Meenakshi Sharma (IA&AS), from 11.07.2016

2. Smt. Leena Nandan, (IAS), from

14.08.2017

(b) Independent Part time Directors:

1. Shri Ajay Swarup from 08.08.2016

2. Shri Patel Karsanbhai Bhikhabhai from 08.08.2016

As per disclosure received from the Directors, the Directors are not related to one another.

Pursuant to Article 61 of the Article of Association, Shri Piyush Tiwari and Shri Pradip Kumar Das 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.

Training Policy and the training imparted to the Directors

During the financial year 2016-17, Nonofficial Directors participated in one training programme organized by DPE.

Declaration by Independent Directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015.

Board Evaluation

The evaluation of the Board as a whole and the Independent Directors is exempt for Government Companies vide MCA Notification dated June 05, 2015.

Particulars of loans, guarantee or investments

During the year under review, ITDC released loan of Rs, 13,50,000/- on 08.04.2016 at a rate of interest of 12.5% per annum to M/s Utkal Ashok Hotel Corporation Ltd., a joint venture subsidiary of ITDC for meeting out payment of outstanding salaries of staff, statutory obligations and day-to-day expenditures.

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 Companyâs Auditors [Clause E to Schedule V to SEBI (LODR) Regulations, 2015] along with the management reply to observations.

Directorsâ 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, 2017, the applicable accounting standards have been followed read along with proper explanation relating to departures;

- that the Directors have prepared the accounts for the financial year ended 31st March 2017 on a âgoing concernâ 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.

Internal Financial Controls

The Corporation has adequate internal control system commensurate to its nature of business. Board has laid down adequate policies and procedures such as Licensing Procedure, Purchase Procedures, Engineering & Works Manual, 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.

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 http://www.theashokgroup.com/Aboutus/ Investor corner.

Report under Section 22 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

During 2016-17, no case was filed.

Corporate Social Responsibility and Sustainable Development

The CSR activities undertaken during the financial year 2016-17 are as follows:

(i) Red Fort and Old Fort were adopted in addition to Qutub Minar under CSR activities to maintain cleanliness and to educate visitors about importance of cleanliness.

(ii) Contribution to Swachh Bharat Kosh.

The Annual Report on CSR Activities and the Report on the Sustainable Development Activities are annexed as Annexure III.

Risk Management Policy and its Implementation

ITDC Board in its meeting held on 11th May, 2010 has laid down the Risk Management Policy laying down a sound process for identification and mitigation of risks. In accordance with the policy, the unit head of all strategic divisions have been nominated as Risk Manager and a committee namely Risk Management Compliance Committee (RMCC) presently headed by Director (C&M) has been constituted to oversee and ensure compliances with the Risk Management Policy of the Corporation.

Companyâs specific risks as per the reports submitted by different units/divisions of ITDC during 2016-17 are as under:

Economic Risk: More dependence on one segment of clients i.e. Government

Industrial Risk: Threat to market share due to new players with wider facilities

Personnel Risk: Non-availability of adequate skill sets and depleting manpower in Key positions.

Legal Risk: Contractual risk & tax risk

Operational Risk: Ageing properties of Hotels

Others: Disinvestment/ Divestment of ITDC properties

Auditors and Auditorâs Report

The Comptroller & Auditor General of India have appointed M/s Kishore & Kishore, Chartered Accountants as Statutory Auditors of the Company and also various Branch Auditors for the year 2016-17 under Section 134(5) of the Companies Act, 2013. The Managementâs replies to the comments and observations of the Statutory Auditors on the accounts (Standalone and the Consolidated) for the year 2016-17 are given in Annexure IV & V(i) and V(ii).

Secretarial Auditor and Secretarial Audit Report

ITDC Board in its meeting held on February

14, 2017 has appointed M/s Chandradip Bharti & Associates, Company Secretaries as the Secretarial Auditors for conducting the Secretarial Audit as required under Section 204 of the Companies Act, 2013. The Secretarial Audit Report is placed at Annexure-VI and Management replies to the comments and observation of the Secretarial Auditors on the Secretarial Audit Report for the year 2016-17 are given at Annexure-VII.

Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure-VIII to the Boardâs Report.

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 companyâs operation in future.

Comments of the Comptroller and Auditor General of India

The comments of the Comptroller & Auditor General of India, under Section 134(6) of the Companies Act, 2013 on the Accounts of the Company for the financial year ended 31st March, 2017 are set out elsewhere in the Annual Report.

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 / Divestment of properties of ITDC and its JV Subsidiaries:

- As per decision dated May 24, 201 7 of the Cabinet Committee of Economic Affairs, property of Hotel Janpath is to be handed back to the Ministry of Urban Development. ITDC is to be compensated for loss of business opportunity with disputed liability to be sorted out. The exact financial implication of the project would be worked out in accordance with all stakeholders including the Ministry of Tourism, Ministry of Urban Development, NDMC and L&DO etc.

- As per MoU signed on April 27, 2017 Hotel Bharatpur Ashok, being a managed property of ITDC, was transferred to Rajasthan Government on April 30, 2017 (Transfer Agreement is to be executed shortly). The carrying amount of assets as on 31.03.2017 of Hotel Bharatpur Ashok was Rs, 55.51 lakh, liabilities of Rs, 76.69 lakh, Revenue of Rs, 110.10 lakh and net loss of Rs, 21.17 lakh.

- ITDC has transferred its Non Current Investments - Equity Shares of Subsidiary Companies - Assam Ashok Hotel Corporation Limited (AAHCL 51% Equity) and Madhya Pradesh Ashok Hotel Corporation Limited (MPAHCL 51% Equity) on June 29, 2017 to their respective State Government. The Investments have been transferred at a consideration of: AAHCL Rs, 214.00 lakh (Profit Rs, 163.00 lakh) and MPAHCL Rs, 1,259.00 lakh (Profit Rs, 1,177.40 lakh).

- The process of disinvestment is going on in respect of: Hotel Pondicherry Ashok, Hotel Jaipur Ashok, Hotel Lalitha Mahal Palace, Hotel Kalinga Ashok, Hotel Donyi Polo Ashok, Hotel Patliputra Ashok, Hotel Ranchi Ashok, Hotel Nilachal Ashok and incomplete Hotel Projects - Hotel Anandpur Sahib and Hotel Gulmarg Ashok.

Registrar of Companies has issued a public notice dated 27.04.2017 pursuant to section 248 of Companies Act 2013 proposing to remove /strike off the name of Joint Venture âITDC Aldeasa India Private Limitedâ from the Register of Companies. ITDC as a Joint Venture partner has submitted to the Registrar of Companies that the company i.e. âITDC Aldeasa India Private Limitedâ is not doing any business.

Acknowledgement

i. The Board places on records its sincere appreciation towards the Companyâs customers/clients 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 also gratefully acknowledges the support and guidance received from various Ministries of the Government of India particularly the Ministry of Tourism, in Companyâs operations and developmental plans. 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.

For and on behalf of Board of Directors

Sd/-

(Ravneet Kaur)

Date: 28.08.2017 Chairperson &

Place: New Delhi Managing Director

Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in presenting the 51st Annual Report together with the audited accounts of the Corporation for the year ended 31st March, 2016.

Your Corporation has achieved a total turnover of Rs. 465.69 crore during the financial year 2015-16 as against Rs. 504.19 crore in the previous year 2014-15. During the financial year 2015-16, the Corporation has recorded a Net Profit (before tax) of Rs. 32.42 crore as against Net Profit (before tax) of Rs. 38.95 crore in previous year 2014-15.

Performance Highlights

The highlights of the financial results of the Corporation (Standalone) are given below:

(Rs. in crore)

Particulars	2015-16	2014-15
Turnover	465.69	504.19
Operating Profit/(Loss)	42.51	51.68
Less: Depreciation	8.03	10.26
Less: Prior period adjustments 6t Extra ordinary items and Finance Cost	2.06	2.47

Profit/(Loss) before Tax	32.42	38.95
Add: Deferred Tax	2.43	4.42
Less: Provision for	12.30	9.50
Income Tax
Less:- Provision for	-	0.01
Wealth Tax
Add: Provision for	-	0.51
Income Tax for earlier
years written back
Profit/(Loss) after Tax	22.55	34.37
Amount available	22.55	34.37
for appropriation
Proposed Dividend	12.87	17.15
Dividend Tax	2.62	3.49
Equity Capital	85.77	85.77
Capital Employed	282.94	279.77
Rate of Return on
Capital:
Before Tax	37.80%	45.41%
After Tax	26.29%	40.07%
Rate of Return on
Capital Employed:
Before Tax	11.46%	13.92%
After Tax	7.97%	12.29%

Operating Ratio

The Operating Ratio has marginally increased by 1.12% in the current year with the overall operating ratio of 90.87% as against 89.75% in the previous year 2014-15.

Division wise Financial Performance

The Division wise financial performance of the Corporation is summarized as under

(i) Hotels Division achieved a turnover of Rs. 277.55 crore during the year 2015-16 as against Rs. 283.90 crore in the previous year 2014-15 and earned the net profit of Rs. 38.90 crore as against the net profit of Rs. 10.81 crore in the previous year.

(ii) The turnover of Ashok International Trade (AIT) Division increased to Rs. 16.23 crore from Rs. 10.96 crore in the previous year. The AIT Division earned Net Profit of Rs. 2.37 crore as compared to net profit of Rs. 0.84 crore.

(iii) The turnover of Ashok Travels 6t Tours Division is Rs. 104.37 crore in the year 2015-16 against Rs. 119.69 crore in the previous year 2014-15. The ATT Division incurred a loss ofRs. 10.37 crore as against net profit of Rs. 0.75 crore in the previous year 2014-15. The loss is due to providing a provision ofRs. 13.14 crore in the âLâ Block property case in which ITDC deposited a sum of Rs. 13.14 crore with the Registry of Delhi High Court for filing an appeal before the Division Bench of the High Court.

(iv) The turnover of the Ashok Events Division including Ashok Creatives has been recorded at Rs. 23.66 crore during 2015-16 as against Rs. 12.33 crore in the previous year 2014-15. The Division earned a profit of Rs. 4.01 crore during 2015-16 as against net profit of Rs. 2.11 crore during 2014-15.

(v) The Engineering Division including SEL Projects has achieved a turnover of Rs. 15.31 crore during the year 2015-16 as against Rs. 8.09 crore in the previous year 2014-15 with net loss of Rs. 2.84 crore during 2015-16 as against net loss of Rs. 5.34 crore in previous year 2014-15.

(vi) The Ashok Institute of Hospitality and Tourism Management (AIH&TM) achieved turnover of Rs. 3.28 crore during 2015-16 as against Rs. 18.23 crore in the previous year 2014-15 with net loss of Rs. 1.54 crore during 2015-16 as against a net profit of Rs. 2.79 crore during 2014-15.

(vii) The Corporate HQ being the administrative office earned an income of Rs. 25.30 crore (previous year Rs. 27.72 crore) mainly consisting of income from interest on short term deposits with banks from the surplus funds available with it.

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, 2016.

Dividend

The Board of Directors recommended a dividend of 15% for the financial year 2015-16 on the equity share capital of the company.

Transfer to Reserve

An amount of Rs. 7 crore has been transferred to the General Reserves.

Rating of ITDC vis-a-vis MoU targets

Performance of the Company for the year 2014-15 has been notified as âGoodâ with Composite Score 2.87 by Department of Public Enterprises (DPE) in terms of the MoU signed with the Government of India.

Management Discussion and Analysis

The report on the Management Discussion and Analysis is placed at Annexure-I.

Plan Schemes

The Revised Capital Budget Estimates towards capital expenditure for 2015-16 was Rs. 38.57 crore which included Rs. 36.67 crore for renovation/improvement on existing hotels and catering units. The capital expenditure during

2015-16 was Rs. 13.82 crore out of which Rs. 6.88 crore was capitalized and Rs. 6.94 crore was charged to revenue.

The Planned Capital outlay for the year

2016-17 is Rs. 57.05 crore out of which Rs. 54.58 crore relates to renovation/improvement in existing hotels and catering units.

Procurement from MSME

The Corporation has complied with guidelines issued by DPE in this regard.

Implementation of Official Language Policy

During the year 2015-16, the Company continued its efforts to give impetus to the use of Hindi in official work through motivation and training. Cash incentives were granted to employees on doing prescribed quantum of work in Hindi. Hindi workshops were organized to provide practical training of noting-drafting and other works in Hindi. Various Hindi competitions were also organized during Hindi Fortnight celebrations for giving impetus to the use of official language in day to day work. Hindi Kavigoshthi, Hindi Natya Manchan and Hindi Prize Distribution Event were also organized to encourage official language in the Corporation.

Conservation of Energy 6t Technology Absorption

Since your Companyâs 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.

Foreign Exchange Earnings 6t Outgo

The Direct Foreign Exchange Earnings during the year 2015-16 has increased toRs. 17.95 crore from Rs. 12.99 crore in the previous year.

Subsidiary Companies

The Corporation has seven subsidiary companies viz. (i) Donyi Polo Ashok Hotel Corporation Ltd (ii) Assam Ashok Hotel Corporation Ltd (iii) MP Ashok Hotel Corporation Ltd (iv) Pondicherry Ashok Hotel Corporation Ltd v) Ranchi Ashok Bihar Hotel Corporation Limited, (vi) Utkal Ashok Hotel Corporation Ltd, (vii) Punjab Ashok Hotel Company Ltd. The Hotel Units were set up under the aforesaid subsidiary companies at Itanagar, Guwahati, Bhopal, Puducherry and Ranchi respectively. The operation of Hotel unit at Puri is closed since March, 2004 and the Hotel has been planned to be leased out. The Hotel project at Anandpur Sahib is incomplete. Besides, the Corporation has one Associate Company i.e. ITDC Aldeasa India Private Limited.

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 subsidiaries in the prescribed format AOC-1 forms part of the Consolidated Annual Accounts 2015-16.

Vigil Mechanism and Whistle Blower Policy

The Corporation has a Whistle Blower Policy which is posted on the website http:// www.theashokgroup.com/Aboutus/rti . 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.

Board of Directors

During the year, six Board meetings held to transact the business of the Company.

During the year under review, following directors were appointed :

i) Shri Umang Narula appointed as Chairman 6t the Managing Director w.e.f. 24.04.2015

ii) Shri Piyush Tiwari, Director (C&M) w.e.f. 28.05.2015

iii) Shri Pradip Kumar Das, Director (Finance) w.e.f. 25.02.2016

iv) Shri Sanjeev Ranjan w.e.f.

01.10.2015

v) Shri Suman Billa w.e.f. 01.10.2015

During the year under review, following directors ceased to be on the Board :

i) Shri Girish Shankar, Director w.e.f 01.10.2015

ii) Shri Trinath Behera, Director(Finance) w.e.f 01.07.2015

iii) Dr. (Ms.) T. Kumar, Director w.e.f

01.10.2015

The Board appreciated the valuable services rendered by them during their tenure.

The present composition of the Board is as under:

i) Shri Umang Narula, Chairman 6t the Managing Director w.e.f.24.04.2015

ii) Shri Piyush Tiwari, Director (C&M) w.e.f. 28.05.2015

iii) Shri Pradip Kumar Das, Director (Finance) w.e.f. 25.02.2016

iv) Shri Sanjeev Ranjan w.e.f 01.10.2015

v) Ms. Meenakshi Sharma w.e.f 11.07.2016

vi) Shri Anugolu Venkata Ratnam w.e.f 07.10.2013

vii) Dr. Usha Kiran Rai w.e.f 10.12.2013

viii) Shri Ajay Swarup w.e.f. 08.08.2016

ix) Shri Patel Karsanbhai Bhikhabhai w.e.f. 08.08.2016

Pursuant to Article 61 of the Article of Association, Shri Piyush Tiwari and Shri Sanjeev Ranjan retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Details of profile etc. as required under Regulation 36(3) of SEBI (LODR) Regulations, 2015 in respect of Director liable to retire by rotation and seeking re-appointment and Directors for whose appointment, approval of shareholders is being sought in the ensuing AGM have been given at the end of the Notice of AGM.

Training Policy and the training imparted to the Directors

During the financial year 2015-16, Non-official Directors did not participate in any training programme through ITDC.

Declaration by Independent Directors

Board Evaluation

None of the independent directors are due for re-appointment in the ensuing Annual General Meeting.

Particulars of loans, guarantee or investments

During the year under review, ITDC released loan of total Rs. 3,52,50,000/- at a rate of interest of 12.5% per annum to M/s Utkal Ashok Hotel Corporation Ltd., a joint venture subsidiary of ITDC for meeting out VRS liability of employees, payment of outstanding salaries of staff, statutory obligations and day-to-day expenditures.

Corporate Governance

(i) CEO/CFO Certificate [as per Regulation 17(8) of SEBI (LODR) Regulations, 2015 ]; and

(ii) Certificate from the Companyâs Auditors as Corporate Governance [Clause E to Schedule V to SEBI (LODR) Regulations, 2015] along with the management reply to observations.

Directorsâ 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 31 st March, 2016, 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, 2016 on a âgoing concernâ 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.

Internal Financial Controls

The Corporation has an adequate internal control system commensurate to its nature of business. Board has laid down adequate policies and procedures such as Licensing Procedure, Purchase Procedures, Engineering 6t Works Manual, 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.

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 http://www.theashokgroup.com/Aboutus/ Investor corner.

Report under Section 22 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

During 2015-16, one case was filed against an employee in âThe Ashokâ before the Internal Complaint Committee. The Internal Complaint Committee investigated the case and has submitted its report in the matter to the Delhi Women Commission. The case has been closed.

Corporate Social Responsibility and Sustainable Development

The CSR activities undertaken during the financial year 2015-16 were âSwachh Bharatâ and the construction of Toilet Blocks in the backward area in Churu (Rajasthan).

The Annual Report on CSR Activities and the Report on the Sustainable Development Activities are annexed as Annexure III.

Risk Management Policy and its Implementation

Companyâs specific risks as per the reports submitted by different units/divisions of ITDC during 2015-16 are as under :

Economic Risk : More Dependence on one segment of clients i.e. Government

Industrial Risk : Threat to market share due to new players with wider facilities.

Personnel Risk : Non-availability of adequate skill sets and depleting manpower in Key positions.

Legal Risk : Contractual risk & tax risk

Operational Risk : Ageing properties of Hotels

Auditors and Auditorâs Report

The Comptroller & Auditor General of India have appointed M/s Kishore & Kishore, Chartered Accountants as Statutory Auditors of the Company and also various Branch Auditors for the year 2015-16 under Section 619(2) of the Companies Act, 1956/143(5) of the Companies Act, 2013. The Managementâs replies to the comments and observations of the Statutory Auditors on the accounts ( Standalone and the Consolidated) for the year 2015-16 are given in Annexure- IV & V.

Secretarial Auditor and Secretarial Audit Report

ITDC Board in its meeting held on 27th January, 2016 has appointed M/s Chandradip Bharti & Associates, Company Secretaries as the Secretarial Auditors for conducting the Secretarial Audit as required under section 204 of the Companies Act, 2013. The Secretarial Audit Report is placed at Annexure-VI and Management replies to the comments and observation of the Secretarial Auditors on the Secretarial Audit Report for the year 2015-16 are given at Annexure-VII.

Extract of Annual Return

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is appended as Annexure - VIII to the Boardâs Report.

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 companyâs operation in future.

Comments of the Comptroller and Auditor General of India

The comments of the Comptroller 6t Auditor General of India, under Section 143(6) of the Companies Act, 2013 on the Accounts of the Company for the financial year ended 31st March, 2016 are set out elsewhere in the Annual Report.

Material changes and commitments affecting the financial position of the Company between the end of the Financial year and the date of the Report

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report.

Acknowledgement

ii. The Board also gratefully acknowledges the support and guidance received from various Ministries of the Government of India particularly the Ministry ofTourism, in Companyâs operations and developmental plans. 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.

For and on behalf of Board of Directors

sd/-

Date: 12.08.2016 (Umang Narula)

Place: New Delhi Chairman 6t Managing Director

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 50th Annual Report together with the audited accounts of the Corporation for the year ended 31st March, 2015.

Your Corporation has achieved a total turnover of Rs. 504.19 crore during the financial year 2014-15 as against Rs. 469.58 crore in the previous year 2013-14 indicating an overall increase by 7.37%. The increase in overall turnover has been achieved in all the commercial divisions except ATT Division. During the financial year 2014-15, the Corporation has recorded a Net Profit (before tax) of Rs. 38.95 crore as against Net Profit (before tax) of Rs. 11.93 crore in previous year 2013-14.

Performance Highlights

The highlights of the financial results of the Corporation (Standalone) are given below:

(Rs. in crore)

Particulars 2014-15 2013-14

Turnover 504.19 469.58

Operating Profit/(Loss) 51.68 21.76

Less: Depreciation 10.26 5.96

Less : Finance Cost 0.20 -

Less: Prior period adjustments & Extra ordinary items 2.27 3.87

Profit/(Loss) before Tax 38.95 11.93

Add: Deferred Tax 4.42 1.00

Less: Provision for Income Tax 9.50 3.50

Less:- Provision for Wealth Tax 0.01 0.01

Add: Provision for Income Tax for earlier years written back 0.51 -

Profit/(Loss) after Tax 34.37 9.42

Amount available for appropriation 34.37 9.42

Proposed Dividend 17.15 4.29

Dividend Tax 3.49 0.73

Equity Capital 85.77 85.77

Capital Employed 279.77 276.23

Rate of Return on Capital :-

Before Tax 45.41% 13.91%

After Tax 40.07% 10.98%

Rate of Return on Capital Employed:-

Before Tax 13.92% 4.32%

After Tax 12.29% 3.41%

Operating Ratio

The Operating Ratio has decreased by 5.62% in the current year with the overall operating ratio of 89.75% as against 95.37% in the previous year 2013-14.

Division wise Financial Performance

The Division wise financial performance of the Corporation is summarized as under :Â

(i) Hotels Division has achieved turnover of Rs. 283.90 crore during the year as against Rs. 262.88 crore in the previous year indicating increase by 8% and earned the net profit of Rs. 10.81 crore as against the net loss of Rs. 4.58 crore in the previous year.

(ii) The turnover of Ashok International Trade (AIT) Division has increased to Rs. 10.96 crore from Rs. 9.40 crore in the previous year. The AIT Division has earned Net Profit of Rs. 0.84 crore as compared to net loss of Rs. 1.59 crore.

(iii) The turnover of Ashok Travels & Tours Division has slightly decreased to Rs. 119.70 crore from Rs. 123.08 crore in the previous year. The ATT Division has earned a Profit of Rs. 0.75 crore as against the net loss of Rs. 1.98 crore in the previous year.

(iv) The turnover of Ashok Tourist Service Station has decreased to Rs. 11.73 crore from Rs. 12.96 crore in the previous year. The ATSS has suffered a net loss of Rs. 0.31 crore as against the net loss of Rs. 0.28 crore in the previous year. The unit had been constantly making losses in the past. Pursuant to decision of the ITDC Board in the meeting held on 20th October, 2014 the ATSS has been closed w.e.f 17-02-2015.

(v) The turnover of the Ashok Creative Division (including SEL Red Fort) has been recorded at Rs. 12.34 crore (previous year Rs. 7.89 crore) and has suffered a loss of Rs. 0.43 crore as against net loss of Rs. 1.57 crore.

(vi) The Engineering Division has achieved a turnover of Rs. 8.09 crore during the year 2014-15 (previous year Rs. 6.91 crore) with net loss of Rs. 5.34 crore as against net loss of Rs. 6.84 crore in the last financial year.

(vii) The turnover of Ashok Events Division has increased to Rs. 11.51 crore (previous year Rs. 10.99 crore) with net profit of Rs. 2.11 crore as against profit of Rs. 0.66 crore in the previous year.

(viii) The Ashok Institute of Hospitality and Tourism Management (AIH&TM) has achieved turnover of Rs. 18.23 crore as against Rs. 8.71 crore in the previous year with net profit of Rs. 2.79 crore (previous year net profit of Rs. 1.35 crore).

(ix) The Corporate Head Quarter being the administrative office has earned an income of Rs. 27.72 crore (previous year Rs. 26.76 crore) mainly consisting of income from Interest on short term deposits with banks from the surplus funds available with it.

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, 2015.

Dividend

The Board of Directors recommended a dividend of 20% for the financial year 2014-15 on the equity share capital of the company.

Transfer to Reserve

An amount of Rs. 14 crore has been transferred to the General Reserves.

Rating of ITDC vis-Ã -vis MoU targets

Performance of the Company for the year 2013-14 has been notified as 'Good' with Composite Score 3.466 by Department of Public Enterprises (DPE) in terms of the MoU signed with the Government of India.

Management Discussion and Analysis

The report on the Management Discussion and Analysis is placed at Annexure-I.

Plan Schemes

The Revised Capital Budget Estimates towards capital expenditure for 2014-15 was Rs. 26.15 crore which included Rs. 23.83 crore for renovation/improvement on existing hotels, catering units and other divisions. The capital expenditure during 2014-15 was Rs. 11.54 crore out of which Rs. 4.77 crore was capitalized and Rs. 6.77 crore was charged to revenue.

The Plan outlay for the year 2015-16 is Rs. 45.64 crore out of which Rs. 42.47 crore relates to renovation/improvement in existing hotels, catering units, other divisions.

Procurement from MSME

During the financial year 2014-15, total procurement from MSME was Rs. 23 lakh approx.

Implementation of Official Language Policy

During the year 2014-15, the Company continued its efforts to give impetus to the use of Hindi in official work through motivation and training. Cash incentives were granted to employees on doing prescribed quantum of work in Hindi. Hindi workshops were organized to provide practical training of noting-drafting and other works in Hindi. Various Hindi competitions were also organized during Hindi Fortnight celebrations for giving impetus to the use of official language in day to day work. Hindi Kavigoshthi, Hindi Natya Manchan and Hindi Prize Distribution Event were also organized to encourage official language in the Corporation.

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 endeavours 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.

Foreign Exchange Earnings & Outgo

The Direct Foreign Exchange Earnings during the year 2014-15 has decreased to Rs. 12.99 crore as against Rs. 15.87 crore in the previous year.

Subsidiary Companies

The Corporation has seven subsidiary companies viz. (i) Donyi Polo Ashok Hotel Corporation Ltd (ii) Assam Ashok Hotel Corporation Ltd (iii) MP Ashok Hotel Corporation Ltd (iv) Pondicherry Ashok Hotel Corporation Ltd v) Ranchi Ashok Bihar Hotel Corporation Ltd (vi) Utkal Ashok Hotel Corporation Ltd, (vii) Punjab Ashok Hotel Company Ltd. The Hotel Units were set up under the aforesaid subsidiary companies at Itanagar, Guwahati, Bhopal, Puducherry and Ranchi respectively. The operation of Hotel unit at Puri is closed since March, 2004 and the Hotel has been planned to be leased out. The Hotel project at Anandpur Sahib is incomplete. Besides, the Corporation has one Associate Company i.e. ITDC Aldeasa India Private Limited.

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 subsidiaries in the prescribed format AOC-1 forms part of the Consolidated Annual Accounts 2014-15.

Vigil Mechanism and Whistle Blower Policy

The Corporation has a Whistle Blower Policy which is posted on the website http:// www.theashokgroup.com/Aboutus/rti. 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.

Board of Directors

During the year, eight Board meetings were held to transact the business of the Company.

During the year under review, Dr. Sameer Sharma (from 12.05.2014 to 09.12.2014) was appointed as Managing Director. Shri Girish Shankar, Govt. Nominee Director & Additional Secretary (Tourism) was given the additional charge of the Managing Director from 23.04.2013 to 11.05.2014 and the charge of the Chairman & Managing Director from 10.12.2014 to 23.04.2015.

During the year under review, Dr. Sameer Sharma and Cmde (Retd.) R. K. Okhandiar ceased to be on the Board of Directors. Sh. Trinath Behera, Director (Finance) and Chief Financial Officer tendered three months notice of Resignation on 30th March, 2015. His resignation was accepted by the President of India, Ministry of Tourism vide letter dated 30th June, 2015 and accordingly he was relieved from the services of ITDC on 30th June, 2015. The Board appreciated the valuable services rendered by them during their tenure. The present composition of the Board is as under:

i) Shri Umang Narula, Chairman & Managing Director w.e.f. 24.04.2015

ii) Shri Piyush Tiwari, Director (C&M) w.e.f. 28.05.2015

iii) Dr. (Ms.) T. Kumar, Govt. Nominee Director w.e.f. 04.09.2013

iv) Shri Girish Shankar, Govt. Nominee Director w.e.f. 24.04.2015

v) Shri Anugolu Venkata Ratnam, Independent Director w.e.f. 07.10.2013

vi) Dr. Usha Kiran Rai, Independent Director w.e.f. 10.12.2013

Pursuant to Article 61 of the Article of Association, Shri Girish Shankar, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment. Details of profle etc. as required under Clause 49 of the Listing Agreement in respect of Director liable to retire by rotation and seeking re-appointment and the Directors to be regularized in the ensuing AGM, has been given along with the Notice of AGM.

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 SCOPE and DPE to the Board Members. Further, on induction of non-official Directors, ITDC may also arrange training on the role and responsibilities of Directors from the professional institutes like ICAI, ICSI, ICMA, IIM etc.

During the financial year 2014-15, Non-official Directors attended a half-day workshop for Capacity Building of non-official directors of CPSEs with the Institute of Chartered Accountants of India (ICAI) as the knowledge partner organized by the Department of Public Enterprises (DPE).

Declaration by Independent Directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Board Evaluation

The evaluation of the Board as a whole and the Independent Directors was 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 was measured in six areas. The performance evaluation of the Independent Directors was measured also in six areas based on questionnaire designed on a scale of 1 to 5. Independent Directors evaluated the performance of the non-independent directors in a separate meeting of the Independent Directors.

None of the independent directors are due for re-appointment.

Particulars of loans, guarantee or investments

During the year under review, ITDC has given a loan of Rs. 7,32,320/- at a rate of interest of 12.5% per annum to M/s Utkal Ashok Corporation Ltd., a joint venture subsidiary of ITDC for meeting out statutory obligations and day-to-day expenditures.

Corporate Governance

As per the requirement of Clause 49 of the Listing Agreement, 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 Clause 49(ix)]; and

(ii) Certificate from the Company's Auditors [as per Clause 49 (xi)] along with the management reply to observations.

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, 2015, 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, 2015 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.

Internal Financial Controls

The Corporation has adequate internal control system commensurate to its nature of business. Board has laid down adequate policies and procedures such as Licensing Procedure, Purchase Procedures, Engineering & Works Manual, 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.

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 http://www.theashokgroup.com/Aboutus/ Investor corner.

Report under Section 22 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013

There are no cases to be reported under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Corporate Social Responsibility and Sustainable Development

The CSR activity undertaken during the financial year 2014-15 was "Clean India", a pilot project at Qutab Minar under the patronage of the Ministry of Tourism and the construction of Toilet Blocks in the remote village area of Jharkhand State.

Under "Clean India", ITDC has been entrusted with cleanliness and maintenance of Qutab Minar.

ITDC constructed three toilets as under:

1. Balika Vidyalaya, Sindori Village, Daltanganj, Jharkhand

2. Balika Vidyalaya, Pubiidia Village, Jharkhand

3. Balika Vidyalaya, Kuchchu Village, Hundru, Angara Block, Jharkhand

The construction of the above said toilet blocks was in progress as on 31.03.2015.

The Annual Report on CSR Activities and the Report on the Sustainable Development Activities are annexed as Annexure III Section A and Section B respectively.

Risk Management Policy and its implementation

ITDC Board in its meeting held on 11th May, 2010 has laid down the Risk Management Policy laying down a sound process for identification and mitigation of risks. In accordance with the policy, the unit head of all strategic divisions have been nominated as Risk Manager and a committee namely Risk Management Compliance Committee (RMCC) presently headed by Director (C&M) has been constituted to oversee and ensure compliances with the Risk Management Policy of the Corporation.

Company's specific risks as per the reports submitted by different units/divisions of ITDC are as under :

Economic Risk : Dependence on one client

Industrial Risk : Threat to market share

Personnel Risk : Non-availability of adequate skill sets

Political Risk : Threat to property safety

Legal Risk : Contractual Risk & tax risk

Auditors and Auditor's Report

The Comptroller & Auditor General of India have appointed M/s V. K. Verma & Company, Chartered Accountants as Statutory Auditors of the Company and also various Branch Auditors for the year 2014-15 under Section 619(2) of the Companies Act, 1956/134(5) of the Companies Act, 2013. The Management's replies to the comments and observations of the Statutory Auditors on the accounts ( Standalone and the Consolidated) for the year 2014-15 are given in Annexure- IV,V & VI.

Secretarial Auditor and Secretarial Audit Report

ITDC Board in its meeting held on 20th October, 2014 has appointed M/s P.C. Jain & Co., Company Secretaries as the Secretarial Auditors for conducting the Secretarial Audit as required under Section 204 of the Companies Act, 2013. The Secretarial Audit Report is placed at Annexure-VII and Management replies to the comments and observation of the Secretarial Auditors on the Secretarial Audit Report for the year 2014-15 are given at Annexure-VIII.

Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure-IX to the Board's Report.

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.

Comments of the Comptroller and Auditor General of India

The comments of the Comptroller & Auditor General of India, under Section 134(6) of the Companies Act, 2013 on the Accounts of the Company for the financial year ended 31st March, 2015 are set out elsewhere in the Annual Report.

Material changes and commitments affecting the financial position of the Company between the end of the Financial year and the date of the Report

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report.

Acknowledgement

i. The Board places on records its sincere appreciation towards the Company's customers/clients 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 also 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. 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.

For and on behalf of Board of Directors

sd/-

Date: 14.08.2015 (Umang Narula)

Place: New Delhi Chairman & Managing Director

Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 49th Annual Report together with the audited accounts of the Corporation for the year ended 31st March 2014.

Your Corporation has achieved a total turnover of Rs. 469.58 crore during the financial year 2013-14 as against Rs. 440.64 crore in the previous year 2012-13 indicating an overall increase by 6.57%. The increase in overall turnover has been achieved in all the commercial divisions except Hotel LMPH, Janpath, Jammu, Patna & AITD and Ashok Events Division. During the financial year 2013-14, the Corporation has recorded a Net Profit (before tax) of Rs. 11.93 crore as against net profit before tax of Rs. 5.48 crore in previous year 2012-13.

Performance Highlights

The highlights of the financial results of the corporation (Stand alone) are given below :-

(Rs. in crore) Particulars 2013-14 2012-13

Turnover 469.58 440.64

Operating Profit/(Loss) 21.73 13.73

Less: Depreciation 5.96 5.89

Add/(Less) Prior period adjustments & (-) 3.84 (-)2.36 Extra ordinary items

Profit before Tax 11.93 5.48

Add/(less): Deferred Tax 1.00 (-)0.59

Less: Provision for Income Tax -3.50 2.20

Less:- Provision for Wealth Tax -0.01 0.01

Add/(Less): Provision for Income Tax - 0.32 for earlier years written back

Profit after Tax 9.42 3.00

Amount available for appropriation 9.42 3.00

Proposed Dividend 4.29 0.00

Dividend Tax 0.73 0.00

Equity Capital 85.77 85.77

Capital Employed 278.98 277.25

Rate of Return on Capital :- Before Tax 13.91% 6.38%

After Tax 10.98% 3.5%

Rate of Return on Capital Employed

Before Tax 4.28% 1.98%

After Tax 3.38% 1.08%

Operating Ratio

The Operating Ratio has decreased by 1.51% in the current year with the overall operating ratio of 95.37% as against 96.88% in the previous year 2012-13.

Division wise financial performance

The Division wise financial performance of the Corporation is summarized as under:- Hotel Division has achieved turnover of Rs.262.88 crore during the year 2013-14 as against Rs. 250.59 crore in the previous year 2012-13 indicating increase by 4.90% and incurred the net loss of Rs.4.58 crore as against the net loss of Rs. 4.81 crore in the previous year .

(ii) The turnover of Ashok International Trade Division (A.I.T.Division) has decreased to Rs. 9.40 crore from Rs. 11.35 Crore in the previous year. During the year 2013-14, there are 7 duty free shops in operation i.e. at Goa, Goa Seaport, Coimbatore, Haldia Port, Kolkata Port, Chennai Port and Mangalore Port. During the year 2013-14, the AIT Division has incurred a Net Loss of Rs. 1.58 crore as compared to net loss Rs. 3.96 crore in the previous year.

(iii) Further, the turnover of Ashok Travels & Tours (ATT) Division has increased to Rs. 123.08 crore from Rs. 106.61 crore in the previous year registering an increase by 15.44%. The ATT Division has incurred a net loss of Rs. 1.78 crore as against the net loss of Rs. 1.99 crore in the previous year.

(iv) The turnover of Ashok Tourist Service Station (ATSS) has increased to Rs.12.96 crore from Rs. 10.45 crore in the previous year registering a increase by 24.02%. The ATSS has suffered a net loss of Rs. 0.49 crore as against the net loss of Rs. 0.17 crore in the previous year.

(v) The turnover of the Ashok Creative Division (including SEL Red Fort) has been recorded at Rs.7.89 crore (previous year Rs. 6.92 crore) and has incurred a loss of Rs. 1.57 crore as against net loss of Rs. 1.51 crore in the previous year 2012-13.

(vi) The Engineering Division has achieved a turnover of Rs. 6.91 crore during the year 2013-14 (previous year Rs. 4.57 crore) with net loss of Rs. 6.83 crore as against net loss of Rs.11.06 crore in the previous financial year 2012-13.

(vii) The turnover of Ashok Events division has decreased to Rs. 10.98 crore (previous year Rs. 17.06 crore) with net profit of Rs. 0.66 crore as against net profit of Rs. 2.94 crore in the previous year.

(viii) The Ashok Institute of Hospitality and Tourism Management (AIH&TM) has achieved turnover of Rs. 8.71 crore as against Rs. 7.76 crore in the Previous year with net profit of Rs. 1.35 crore (previous year net profit of Rs. 0.72 crore) .

(ix) The Corporate HQ. being the administrative office has earned an income of Rs. 26.76 crore (previous year Rs. 25.34 crore) mainly consisting of income from Interest on short term deposits with banks from the surplus funds available with it.

2 Capital Structure

There is no change in authorized and paid up capital of the Corporation. The Authorized Capital of the Corporation is Rs.150 crore and the paid up Share Capital of the Company is Rs.85.77 crore as on 31st March, 2014.

3 Dividend

The Board of Directors recommended a dividend of 5% on the equity share capital of the company.

4 Rating of ITDC vis-Ã -vis MOU targets

Performance of the Company for the year 2012-13 has been notified as ''Fair'' with Composite Score 3.844 by Department of Public Enterprises (DPE) in terms of the MOU signed with the Government of India.

5 Management Discussion and Analysis

The report on the Management Discussion and Analysis is placed at Annexure-I.

6 Plan Schemes

The Revised Capital Budget Estimates towards capital expenditure for 2013-14 was Rs.26.37 crore which included Rs.25.17 crore for renovation/improvement on existing hotels, catering units and other divisions. The capital expenditure during 2013-14 was Rs.1.47 crore out of which Rs. 0.75 crore was capitalized and Rs.0.72 crore was charged to revenue.

The Plan outlay for the year 2014-15 is Rs.71.12 crore out of which Rs.69.17 crore relates to renovation/improvement in existing hotels, catering units, other divisions.

7. Procurement from MSME

As per reports received from the different Hotel Units, Procurement from MSME is Rs.13.56 lac during the financial year 2013-14.

8 Implementation of official language policy

During the year 2013-14, the Company continued its efforts to give impetus to the use of Hindi in official work through motivation and training. Cash incentives were granted to them on doing prescribed quantum of work in Hindi. Hindi workshops were organized to provide practical training of noting-drafting and other works in Hindi. Various Hindi competitions were also organized during Hindi Fortnight celebrations for giving impetus to the use of official language in day to day work. Hindi Kavigoshthi, Hindi Natya Manchan and Hindi Prize Distribution Event were also organized to encourage official language in the Corporation.

9 Particulars of Employees

None of the employees of the Company is drawing remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975.

10 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.

ii. Since your Company''s operations do not involve technology absorption, the particulars as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding technology absorption, are not applicable.

11 Foreign Exchange Earnings & Outgo

i. The Direct Foreign Exchange Earnings during the year 2013-14 has decreased to Rs.15.87 crore as against Rs.19.72 crore in the previous year.

12 Subsidiary Companies

The Corporation has seven subsidiary companies viz. (i) Donyi Polo Ashok Hotel Corporation Ltd (ii) Assam Ashok Hotel Corporation Ltd (iii) MP Ashok Hotel Corporation Ltd (iv) Pondicherry Ashok Hotel Corporation Ltd v) Ranchi Ashok Bihar Hotel Corporation Limited. (vi) Utkal Ashok Hotel Corporation Ltd, (vii) Punjab Ashok Hotel Company Ltd. The Hotel Units were set up under the aforesaid subsidiary companies at Itanagar, Guwuhati, Bhopal, Puducherry and Ranchi respectively. The operation of Hotel unit at Puri is closed since March, 2004 and the Hotel has been planned to be leased out. The Hotel project at Anandpur Sahib is incomplete. The Annual Accounts of all the subsidiary companies have been audited and finalized and the Consolidated Annual Accounts pursuant to clause 32 of the Listing Agreement has been prepared and presented in this Annual Report.

13 Exemption under section 212(8) of the Companies Act, 1956

The Ministry of Corporate Affairs vide its General Circular No: 2/2011 has granted exemption for attaching the Balance Sheet of Subsidiary Companies with the Parent/Holding Company under Section 212(8) of the Companies Act, 1956 provided certain conditions are fulfilled. In terms of the said circular, a statement containing brief financial details of the Company''s subsidiaries for the year ended March 31, 2014 is enclosed as Annexure VI of this report. In terms of aforesaid circular it is affirmed that annual report of the subsidiary companies and the related detailed information shall be made available to shareholders of the ITDC and subsidiary companies as and when required. It is further affirmed that annual accounts of the subsidiary companies shall also be made available for inspection by any shareholders in the head office of the ITDC and of the subsidiary companies concerned. The shareholders, if they desire, may write to the company to obtain a copy of financials of the subsidiary companies.

14 Board of Directors

i. During the year, seven Board meetings were held to transact the business of the Company.

ii. During the year under review, Shri Trinath Behera (w.e.f. 26.04.2013) was appointed as Director (Finance) , Dr. (Ms.) T. Kumar, AS&FA-Tourism (w.e.f. 4.9.2013) was appointed as Govt. Nominee Director, Shri Anagolu Venkata Ratnam (w.e.f. 7.10.2013) and Prof. Usha Kiran Rai (w.e.f. 10.12.2013) were appointed as independent directors pursuant to Article 61 of the Articles of Association of the Corporation. Further Shri Girish Shankar, Govt. Nominee Director & Additional Secretary (Tourism) was given the additional charge of the Managing Director w.e.f. 23.04.2013.

iii. During the year under review, Dr. Lalit K. Panwar (w.e.f. 23.04.2013) and Shri J. S. Mathur (w.e.f. 4.9.2013) ceased to be on the Board of Directors. The Board appreciated the valuable services rendered by them during their tenure. The present composition of the Board is as under:

i) Dr. Sameer Sharma, Managing Director w.e.f. 12.05.2014

ii) Cmde (Retd.) R. K. Okhandiar, Director (C&M) w.e.f. 10.07.2012

iii) Shri Trinath Behera, Director (Finance) w.e.f. 26.04.2013

iv) Dr. (Ms.) T. Kumar, Govt. Nominee Director w.e.f. 4.9.2013

v) Shri Girish Shankar, Govt. Nominee Director w.e.f. 06.09.2012

vi) Shri Anagolu Venkata Ratnam, Independent Director w.e.f. 07.10.2013

vii) Prof. Usha Kiran Rai, Independent Director w.e.f. 10.12.2013

iv. Pursuant to Article 61 of the Article of Association, Cmde (Retd.) Shri Trinath Behera, Director (Finance) and Dr. (Ms.) T. Kumar retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. Details of profile etc. as required under clause 49 of the Listing Agreement in respect of Directors liable to retire by rotation and seeking re-appointment has given along with the Notice of AGM.

15 Corporate Governance

As per the requirement of clause 49 of the Listing Agreement, 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 clause 49(v) ]; and

(ii) Certificate from the Company''s Auditors [as per clause 49 (vii)] along with the management reply to qualifications .

16 Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956, it is hereby confirmed: -

-that in the preparation of the accounts for the financial year ended 31st March 2014, 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 1956 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 2014 on a ''going concern'' basis.

17 Auditors and Auditor''s Report

The Comptroller & Auditor General of India have appointed M/s V. K. Verma & Company, Chartered Accountants as Statutory Auditors of the Company and also various Branch Auditors for the year 2013-14 under Section 619(2) of the Companies Act, 1956. The Management''s replies to the comments and observations of the Statutory Auditors on the accounts ( Standalone and the Consolidated) for the year 2013-14 are given in Annexure- III, IV & V.

18 Comments of the Comptroller and Auditor General of India

The Accounts for the financial year ended 31st March, 2014 were sent for review by the Comptroller and Auditor General (CAG) of India. Their comments and reply of the Management are awaited and shall be sent as soon as these are received.

19 Acknowledgement

i. The Board places on records its sincere appreciation towards the Company''s customers/clients 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 also gratefully acknowledges the support and guidance received from various Ministries of the Government of India particul -arly the Ministry of Tourism, in Company''s operations and develop -mental plans. 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.

For and on behalf of Board of Directors

Sd/- Sd/-

Date : 03.09.2014 Trinath Behera (Dr. Sameer Sharma) Place : New Delhi Director (Finance) Managing Director

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 48th Annual Report together with the audited accounts of the Corporation for the year ended 31st March, 2013.

Your Corporation has achieved a total turnover of Rs. 440.64 crore during the fnancial year 2012-13 as against Rs. 423.06 crore in the previous year 2011-12 indicating an overall increase by 4.15%. The increase in overall turnover has been achieved in all the commercial divisions except Hotel Ashok and Engineering Division. During the fnancial year 2012-13, the Corporation has recorded a Net Proft (before tax) of Rs. 5.48 crore as against Net Proft of Rs. 22.02 crore in previous year 2011-12.

Performance Highlights

The highlights of the fnancial results of the Corporation (Standalone) are given below:

(Rs. in crore) Particulars 2012-13 2011-12

Turnover 440.64 423.06

Operating Proft/(Loss) 13.73 28.20

Less: Depreciation 5.89 5.53

Add/(Less) Prior period adjustments & extra- ordinary items (-)2.36 (-)0.65

Proft before Tax 5.48 22.02

Add/(less): Deferred Tax (-)0.59 (-)7.47

Less: Provision for Income Tax 2.20 6.00

Less: Provision for Wealth Tax 0.01 0.01

Add/(Less): Provision for Income Tax for earlier years written back 0.32 0.00

Proft after Tax 3.00 8.54

Amount available for appropriation 3.00 8.54

Proposed Dividend - 4.29

Dividend Tax - 0.70

Equity Capital 85.77 85.77

Capital Employed 277.25 271.91

Rate of Return on Capital:

Before Tax 6.38% 25.67%

After Tax 3.5% 9.96%

Rate of Return on Capital Employed:

Before Tax 1.98% 8.09%

After Tax 1.08% 3.14%

Operating Ratio

The Operating Ratio has increased by 3.55% in the current year with the overall operating ratio of 96.88% as against 93.33% in the previous year 2011-12.

Division wise Financial Performance

The Division wise fnancial performance of the Corporation is summarized as under:-

Hotels Division has achieved turnover of Rs. 250.59 crore during the year 2012-13 as againstRs. 257.70 crore in the previous year 2011-12 indicating decrease by 2.84% and incurred the net loss of Rs. 4.81 crore as against the net proft of Rs. 10.61 crore in the previous year mainly due to provision for property tax dues determined on assessment of Delhi based 3 hotel properties and increase in expenditure on power & fuel etc.

The turnover of Ashok International Trade Division (AIT Division) has increased to Rs. 11.35 crore from Rs. 9.18 Crore in the previous year. During the year 2012-13, there were 7 duty free shops in operation at Goa, Goa Seaport, Coimbatore, Haldia Port, Kolkata Port, Chennai Port and Mangalore Port. During the year 2012-13, the AIT Division has incurred a net loss of Rs. 3.96 crore as compared to a net loss of Rs. 2.49 crore in the previous year mainly due to high rent cost.

The turnover of Ashok Travels & Tours (ATT) Division has increased to Rs. 106.61 crore from Rs. 92.04 crore in the previous year registering an increase by 15.83%. The ATT Division has incurred a net loss of Rs. 1.99 crore as against the net proft of Rs. 0.07 crore in the previous year.

The turnover of Ashok Tourist Service Station (ATSS) has increased to Rs. 10.45 crore from Rs. 10.37 crore in the previous year registering a marginal increase by 0.77%. The ATSS has suffered a net loss of Rs. 0.17 crore as against the net loss of Rs. 0.20 crore in the previous year.

The turnover of the Ashok Creative Division (including SEL Red Fort) has been recorded at Rs. 6.92 crore (previous year Rs. 5.05 crore) and has incurred a loss of Rs. 1.51 crore as against net loss of Rs. 1.03 crore in the previous year 2011-12.

The Engineering Division has achieved a turnover of Rs. 4.57 crore during the year 2012-13 (previous year Rs. 5.73 crore) with net loss of Rs. 11.06 crore as against net loss of Rs. 8.11 crore in the previous fnancial year 2011-12 mainly due to provision of Rs. 5.77 crore as litigation loss on fnal resolution of the matter under litigation.

The turnover of Ashok Events Division has increased to Rs. 17.06 crore (previous year Rs. 13.98 crore) with net proft of Rs. 2.94 crore as against loss of Rs. 1.57 crore in the previous year.

The Ashok Institute of Hospitality and Tourism Management (AIH&TM) has achieved a turnover of Rs. 7.76 crore as against Rs. 4.80 crore in the previous year with net proft of Rs. 0.72 crore (previous year net proft of Rs. 0.53 crore).

The Corporate Headquarters, being the administrative offce, has earned an income of Rs. 25.34 crore (previous year Rs. 24.22 crore) mainly consisting of income from interest on short term deposits with banks from the surplus funds available with it.

Capital Structure

There is no change in authorized and paid- up capital of the Corporation. The Authorized Capital of the Corporation is Rs. 150 crore and the paid-up Share Capital of the Company is Rs. 85.77 crore as on 31st March, 2013.

Dividend

Since the Corporation has not earned adequate proft during the year 2012-13, no dividend for the year is proposed to be recommended by the Board.

Rating of ITDC vis-Ã -vis MoU Targets

Performance of the Company for the year 2011-12 has been notifed as ''Fair'' with Composite Score 3.921 by Department of Public Enterprises (DPE) in terms of the MoU signed with the Government of India.

Management Discussion and Analysis

The report on the Management Discussion and Analysis is placed at Annexure-I.

Plan Schemes

The Revised Capital Budget Estimates towards capital expenditure for 2012-13 was Rs. 43.12 crore which included Rs. 30.40 crore for renovation/improvement on existing hotels, catering units and other divisions. The capital budget for ATT was Rs. 0.20 crore and Rs. 2.52 crore for other activities of the Corporation. For setting up Global Tourism University, Rs. 10 crore was kept for investment in land. The capital expenditure during 2012-13 was Rs. 3.47 crore out of which Rs. 0.78 crore was capitalized and Rs. 2.69 crore was charged to revenue.

The Plan outlay for the year 2013-14 is Rs. 136.81 crore out of whichRs. 58.25 crore relates to renovation/improvement in existing hotels, catering units, other divisions and Rs. 8.56 crore relates to other activities of the Corporation. For setting up Global Tourism University, Rs. 70 crore was kept for investment in land.

Implementation of Offcial Language Policy

During the year 2012-13, the Company continued its efforts to give impetus to the use of Hindi in offcial work through motivation and training. Cash incentives were granted to them on doing prescribed quantum of work in Hindi. Hindi workshops were organized to provide practical training of noting-drafting and other works in Hindi. Various Hindi competitions were also organized during Hindi Fortnight celebrations for giving impetus to the use of offcial language in day to day work. Hindi Kavigoshthi, Hindi Natya Manchan and Hindi

Prize Distribution Event were also organized to encourage offcial language in the Corporation.

Particulars of Employees

None of the employees of the Company is drawing remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

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 endeavours made in this direction.

Since your Company''s operations do not involve technology absorption, the particulars as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding technology absorption, are not applicable.

Foreign Exchange Earnings & Outgo

The Direct Foreign Exchange Earnings during the year 2012-13 has decreased to Rs. 19.72 crore as against Rs. 20.38 crore in the previous year. The outgo of foreign exchange during the year 2012-13 is Rs. 4.87 crore as against Rs. 2.73 crore in the previous year 2011-12.

During the year, 8 offcials were sent on foreign tours at the cost of Rs. 10.16 lakh approximately in connection with promotion of the Company''s business.

Subsidiary Companies

The Corporation has seven subsidiary companies viz. (i) Donyi Polo Ashok Hotel Corporation Ltd (ii) Assam Ashok Hotel Corporation Ltd (iii) MP Ashok Hotel Corporation Ltd (iv) Pondicherry Ashok Hotel Corporation Ltd v) Ranchi Ashok Bihar Hotel Corporation Ltd (vi) Utkal Ashok Hotel Corporation Ltd and (vii) Punjab Ashok Hotel Company Ltd. The Hotel Units were set up under the aforesaid subsidiary companies at Itanagar, Guwuhati, Bhopal, Puducherry and Ranchi respectively. The operation of Hotel unit at Puri is closed since March, 2004 and the Hotel has been planned to be leased out. The Hotel project at Anandpur Sahib is incomplete. The Annual Accounts of all the subsidiary companies have been audited and fnalized and the Consolidated Annual Accounts pursuant to Clause 32 of the Listing Agreement has been prepared and presented in this Annual Report.

Exemption under Section 212(8) of the Companies Act, 1956

The Ministry of Corporate Affairs vide its General Circular No. 2/2011 has granted exemption for attaching the Balance Sheet of Subsidiary Companies with the Parent/ Holding Company under Section 212(8) of the Companies Act, 1956 provided certain conditions are fulflled. In terms of the said circular, a statement containing brief fnancial details of the Company''s subsidiaries for the year ended March 31, 2013 is enclosed as Annexure VI of this report. In terms of aforesaid circular, it is affrmed that annual reports of the subsidiary companies and the related detailed information shall be made available to shareholders of the ITDC and subsidiary companies as and when required. It is further affrmed that annual accounts of the subsidiary companies shall also be made available for inspection by any shareholders in the head offce of the ITDC and of the concerned subsidiary companies. The shareholders, if they desire, may write to the company to obtain a copy of fnancials of the subsidiary companies.

Board of Directors

During the year, nine Board meetings were held to transact the business of the Company.

During the year under review, Shri Shankersinh Vaghela (w.e.f. 13.06.2012) was appointed as Part time Chairman and Non-offcial Director in the rank of Cabinet Minister, Cmde (Retd.) R. K. Okhandiar (w.e.f. 10.07.2012) was appointed as Director (C&M), Shri Girish Shankar (w.e.f. 06.09.2012) Additional Secretary- Ministry of Tourism was appointed as Govt. Nominee Director and Shri J. S. Mathur (w.e.f. 04.03.2013) Additional Secretary & Financial Advisor-Ministry of Tourism was appointed as Govt. Nominee Director pursuant to Article 61 of the Articles of Association of the Corporation.

During the year under review, Shri Anand Kumar (w.e.f. 6.9.2012), Shri P. K. Agarwal (w.e.f. 28.9.2012), Shri Shankersinh Vaghela (w.e.f. 28.11.2012) and Shri Chirravuri Viswanath (w.e.f. 4.3.2013) ceased to be on the Board of Directors. The present composition of the Board is as under:

i) Shri Girish Shankar, Additional Secretary of the Ministry of Tourism was given Additional Charge of the post of Managing Director, ITDC w.e.f. 23.04.2013

ii) Cmde (Retd.) Ratan Kumar Okhandiar, Director (C&M) w.e.f. 10.07.2012

iii) Shri Trinath Behera, Director (Finance) w.e.f. 26.04.2013

iv) Dr. (Ms.) T. Kumar, Additional Secretary & Financial Advisor- Ministry of Tourism as Govt. Nominee Director w.e.f. 04.09.2013

Pursuant to Article 61 of the Articles of Association, Cmde (Retd.) R. K. Okhandiar, Director (C&M) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Cmde (Retd.) R. K. Okhandiar is M.Sc. (Physics); M.Sc.(Defence Studies & Management), M.Phil (Defence Studies & Management) and MBA (Marketing). He had served Indian Navy in the Executive Branch since 1st July, 1979 and has been a Gunnery & Missile specialist. He has commanded four warships and held several key appointments in the Navy including Principal Director of Staff Requirements at Naval

Headquarter. He was President of 33 Services Selection Board at Bhopal before leaving Indian Navy. He is also Director in all the eight Joint Venture Companies of ITDC.

Corporate Governance

As per the requirement of Clause 49 of the Listing Agreement, a detailed report on Corporate Governance together with the following is given in Annexure-II which forms part of this Report.

(i) CEO/CFO Certifcate [as per Clause 49(v)]; and

(ii) Certifcate from the Company''s Auditors [as per clause 49 (vii)] along with the management reply to qualifcations.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, it is hereby confrmed :-

- that in the preparation of the accounts for the fnancial year ended 31st March, 2013, 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 fnancial year and of the proft of the Company for the year under review.

- that the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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 fnancial year ended 31st March, 2013 on a ''going concern'' basis.

Auditors and Auditors'' Report

The Comptroller & Auditor General of India have appointed M/s V. K. Verma & Company, Chartered Accountants as Statutory Auditors of the Company and also various Branch Auditors for the year 2012-13 under Section 619(2) of the Companies Act, 1956. The Management''s replies to the comments and observations of the Statutory Auditors on the accounts (Standalone and the Consolidated) for the year 2012-13 are given in Annexures - III, IV & V.

Comments of the Comptroller and Auditor General of India

The comments of the Comptroller & Auditor General of India, under Section 619(4) of the Companies Act, 1956 on the Accounts of the Company for the fnancial year ended 31 March, 2013 is set out elsewhere in the Annual Report.

Acknowledgement

The Board places on records its sincere appreciation towards the Company''s customers/ clients for the support and confdence reposed by them in the organization and look forward to the continuance of this relationship in future.

The Board also 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. 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.

For and on behalf of Board of Directors

Date: 04.09.2013 (Girish Shankar)

Place: New Delhi Managing Director

Mar 31, 2012

The Directors have pleasure in presenting the 47th Annual Report together with the audited accounts of the Corporation for the year ended 31st March 2012.

Your Corporation has achieved a total turnover of Rs. 423.06 crore during the financial year 2011-12 as against Rs. 392.36 crore in the previous year 2010-11 indicating an overall increase by 7.82%. The increase in overall turnover has been achieved in all the commercial divisions except Ashok Creatives and Engineering Divisions and hotel 'The Ashok'. During the financial year 2011-12, the Corporation has recorded a Net Profit (before tax) of Rs. 22.02 crore as against Net loss (before Tax) of Rs. 11.73 crore in previous year.

Performance Highlights

The highlights of the financial results of the corporation(Stand alone) are given below

(Rs. in crore)

Particulars 2011-12 2010-11

Turnover 423.06 392.36

Operating Profit/(Loss) 28.20 (5.96)

Less: Depreciation 5.53 5.60

Add/(Less) Prior period adjustments & (-) 0.65 (-)0.17 Extra ordinary items

(Loss)/Profit before Tax 22.02 (11.73)

Add/(less): Deferred Tax (-)7.47 3.12

Less: Provision for Income Tax 6.00 0.00

Less:- Provision for Wealth Tax 0.01 0.01

Less:- Provision for Fringe Benefit Tax 0.00 0.00

Add/(Less): Provision for Income Tax 0.00 0.03 for earlier years written back

(Loss)/Profit after Tax 8.54 (8.59)

Add Currency Translation Reserve 0.00 0.00 Written back

Amount available for appropriation 8.54 (8.59)

Proposed Dividend 4.29 0.00

Dividend Tax 0.70 0.00

Equity Capital 85.77 85.77

Capital Employed 308.86 242.09

Rate of Return on Capital:-

Before Tax 25.67% (-) 13.68%

After Tax 9.96% (-) 10.01%

Rate of Return on Capital Employed

Before Tax 7.13% (-) 4.85%

After Tax 2.77% (-) 3.55%

Operating Ratio

The Operating Ratio has improved by 8.19% in the current year with the overall operating ratio of 93.33% as against 101.52% in the previous year.

Division wise financial performance

The Division wise financial performance of the Corporation is summarized as under:-

ii. Hotel Division has achieved turnover of Rs.257.70 crore as against Rs. 254.41 crore in the previous year indicating growth by 1.29% and earned the net profit of Rs. 10.61 crore as against the net loss of Rs. 22.92 crore in the previous year.

iii. The turnover of Ashok International Trade Division (AITD) has increased to Rs. 9.18 crore from Rs. 8.37 crore in the previous year. During the year 2011-12, there are 6 duty free shops in operation i.e. three in Airports viz. Goa Airport ( Arrival & Departure), Coimbatore Airport and three shops in Seaports viz. at Haldia Port, Kolkatta Port and Chennai Seaport.

iv. The AIT Division has incurred a Net Loss of Rs. 2.49 crore as compared to net loss of Rs. 2.49 crore in the previous year.

v. The turnover of Ashok Tours & Travels (ATT) has increased to Rs. 92.04 crore from Rs. 67.78 crore in the previous year registering an increase by 35.79%. The ATT Division has achieved a net profit of Rs. 0.07 crore as against the net loss of Rs. 1.07 crore in the previous year.

vi. The turnover of Ashok Tourist Service Station (ATSS) has increased to Rs. 10.37 crore from Rs. 9.36 crore in the previous year registering an increase by 10.79%. The ATSS has incurred a net loss of Rs. 0.20 crore as against the net loss of Rs. 0.31 crore in the previous year.

vii. The turnover of the Ashok Crcatives Division (including SEL Red Fort) has been recorded at Rs. 5.05 crore (previous year Rs. 11.23 crore). The Division has incurred a net loss of Rs. 1.03 crore as against net loss of Rs. 2.35crore.

viii. The Engineering Division has achieved a turnover of Rs. 5.73 crore during the year 2011- 12 as against turnover of Rs.l 1.09 crore in the previous year. Engineering Division has incurred net loss of Rs. 8.11 crore as against net loss of Rs. 1.52 crore in the previous year.

ix. The turnover of ARMS (Ashok Events) Division has increased to Rs. 13.98 crore as against turnover of Rs.7.22 crore in the previous year . The Division has incurred a net loss of Rs.l.57 crore as against a net profit of Rs. 0.72 crore in the previous year.

x. The Ashok Institute of Hospitality and Tourism Management(AlH&TM) has achieved turnover of Rs. 4.80 crore as against Rs. 2.62 crore in the previous year. The Division has earned a net profit of Rs.0.53 crore as against net loss of Rs. 0.64 crore in the previous year.

xi. The Corporate Headquarter, being the administrative office has earned an income of Rs. 24.22 crore (previous year Rs. 20.29 crore) mainly consisting of income from Interest on short term deposits with banks from the surplus funds available with it.

2 Capital Structure

There is no change in authorized and paid up capital of the Corporation. The Authorized Capital of the Corporation is Rs.150 crore and the paid up Share Capital of the Company is Rs.85.77 crore as on 31st March, 2012.

3 Dividend

The Board of Directors recommends a dividend of 5% for the financial year 2011-12 on the paid up capital of the Company.

4 Rating of ITDC vis-a-vis MOU targets

Performance of the Company for the year 2010-11 has been notified as 'Fair' with Composite Score 4.054 by Department of Public Enterprises (DPE) in terms of the MOU signed with the Government of India.

5 Management Discussion and Analysis

The report on the Management Discussion and Analysis is placed at Annexure-I.

6 Plan Schemes

The Revised Capital Budget Estimates towards capital expenditure for 2011-12 was Rs.41.58 crore which included Rs.37.92 crore for renovation/improvement on existing hotels, catering units and other divisions. The capital budget for ATT was Rs.1.00 crore and Rs.2.66 crore for other activities of the corporation. The capital expenditure during 2011-12 was RS.18.47 crore out of which Rs. 0.83 crore was capitalized and Rs. 17.64 crore was charged to revenue.

The Plan outlay for the year 2012-13 is Rs.48.62 crore out of which Rs.46.97 crore relates to renovation/improvement in existing hotels, catering units, other divisions and Rs. 1.65 crore relates to other activities of the Corporation.

7 Implementation of official language policy

During the year 2011-12, the Company continued its efforts to promote the use of Hindi in official work through motivation and training. Cash incentives were granted to the employees on doing prescribed quantum of work in Hindi. Hindi workshops were organized to provide practical training of noting-drafting and other works in Hindi. Various Hindi competitions were also organized during Hindi Fortnight celebrations for giving impetus to the use of official language in day to day work. On this occasion Hindi Kavigoshthi and Rajbhasha Puraskar Vitran Samaroh were also organized to motivate officers and employees.

8 Particulars of Employees

None of the employees of the Company is drawing remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975.

9 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.

ii. Since your Company's operations do not involve technology absorption, the particulars as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1088 regarding technology absorption, are not applicable.

10 Foreign Exchange Earnings & Outgo

i. The Direct Foreign Exchange Earnings during the year 2011-12 has increased to Rs.20.38 crore as against Rs.14.12 crore in the previous year. The outgo of foreign exchange during the year was Rs.2.58 crore as against Rs. 6.58 crore in 2010-11.

ii. During the year, 8 officials were sent on foreign tours at the cost of Rs.12.05 lakh approximately in connection with promotion of the Company's business.

11 Subsidiary Companies

The Corporation has seven subsidiary companies viz. (i) Donyi Polo Ashok Hotel Corporation Ltd (ii) Assam Ashok Hotel Corporation Ltd (iii) MP Ashok Hotel Corporation Ltd (iv) Pondicherry Ashok Hotel Corporation Ltd v) Ranchi Ashok Bihar Hotel Corporation Limited, (vi) Utkal Ashok Hotel Corporation Ltd, (vii) Punjab Ashok Hotel Company Ltd. The Hotel Units sel up under the aforesaid subsidiary companies at Itanagar, Guwuhati, Bhopal, Puducherry and Ranchi respectively. The operation of Hotel unit at Puri is closed since March, 2004 and the Hotel has been planned to be leased out. The Hotel project at Anandpur Sahib is incomplete. The Annual Accounts of all the subsidiary companies have been audited and finalized and the Consolidated Annual Accounts pursuant to clause 32 of the Listing Agreement has been prepared and presented in this Annual Report.

12 Exemption under section 212(8) of the Companies Act, 1956

The Ministry of Corporate Affairs vide its General Circular No: 2/201 1 has granted exemption under Section 212(8) of the Companies Act, 1956 provided certain conditions are fulfilled. Accordingly the Board of Directors has consented for not attaching the Balance Sheet of the subsidiary companies with the Balance Sheet of ITDC. In terms of the said circular, a statement containing brief financial details of the Company's subsidiaries for the year ended March 31, 2012 is enclosed as Annexure VI of this report. In term of aforesaid circular it is affirmed that annual report of the subsidiary companies and the related detailed information shall be made available to shareholders of the ITDC and subsidiary companies as and when required. It is further affirmed that annual accounts of the subsidiary companies shall also be made available for inspection by any shareholders in the head office of the ITDC and of the subsidiary companies concerned. The shareholders, if they desire, may write to the company to obtain a copy of financials of the subsidiary companies.

13 Board of Directors

i. During the year, six Board meetings were held to transact the business of the Company.

ii. During the year under review, Shri Ashish Bahuguna (w.e.f. 21.11.2011), Additional Secretary & Financial Advisor-Ministry of Tourism was appointed as Govt. Nominee Director vice Smt. Dipali Khanna and Shri Chirravuri Viswanath (w.e.f 23.01.12), Additional Secretary & Financial Advisor-Ministry of Tourism was appointed as Govt. Nominee Director vice Shri Ashish Bahuguna pursuant to Article 61 of the Articles of Association of the Corporation.

iii. During the year under review, Smt. Dipali Khanna as Govt. Nominee Director (from 10.1.11 to 21.11.11) and Shri Ashish Bahuguna as Govt. Nominee Director (from 21.11.11 to 23.01.12) ceased to be on the Board of Directors. The Board appreciates the valuable services rendered by them during their tenure. The present composition of the Board is as under:

i) Shri Shankersinh Vaghela, Part time Chairman cum Non-official (Independent) Director w.e.f. 13.06.2012

ii) Dr. Lalit K. Panwar, originally appointed as Chairman & Managing Director w.e.f. 21.04.2010, re-designated as Vice Chairman & Managing Director w.e.f. 13.06.2012

i) Shri Chirravuri Viswanath, w.e.f. 23.01.2012

ii) Shri Anand Kumar w.e.f. 7.7.2010

iii) Shri Pradeep Kumar Agarwal, Director(Finance) w.e.f. 29.7.2010

iv) Cmde. Retd. Ratan Kumar Okhandiar, Director (C&M) w.e.f. 10.07.2012

iv. Pursuant to Article 61 of the Article of Association, Shri Anand Kumar, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment. Shri Anand Kumar is an IAS of 1984 Batch from Kerala Cadre. He is presently holding the post of Joint Secretary (Tourism) in the Ministry of Tourism. He has also served as Resident Commissioner, Govt, of Kerala. His educational qualifications are M. Sc., M.Phil., and MBA. He does not hold directorship in other companies.

14 Corporate Governance

As per the requirement of clause 49 of the Listing Agreement, 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 clause 49(v) ]; and

(ii) Certificate from the Company's Auditors [as per clause 49 (vii)].

ii. As per the Certificate of the Company's Auditors on Corporate Governance as per clause 49 (VII) above, there is only one observation which is as under:

"As required by Para I A and II A of the Clause 49 of the Agreement, we were informed that the Corporation does not have any Independent Director after 19th July, 2010. However, the Govt, of India has appointed one independent director viz. Shri Shankersinh Vaghela on 13th June, 2012 but still Corporation needs two more independent directors to fulfill the requirements of clause 49 of the Listing Agreement."

iii. In view of the above observation, it may be submitted that ITDC is a Central Public Sector Undertaking under the administrative control of Ministry of Tourism (MOT), Govt, of India. Appointment of Directors are done by Ministry of Tourism with the approval of Cabinet Committee on Appointments (ACC). ITDC is pursuing with the Ministry of Tourism for the appointment of requisite number of independent directors. It may be submitted that the process of appointment of independent director has already been commenced.

16 Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956, it is hereby confirmed: -

- that in the preparation of the accounts for the financial year ended 31s1 March 2012, 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 1956 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 2012 on a 'going concern' basis.

17 Auditors and Auditor's Report

The Comptroller & Auditor General of India have appointed M/s V. K. Verma & Company, Chartered Accountants as Statutory Auditors of the Company and also various Branch Auditors for the year 2011-12 under Section 619(2) of the Companies Act, 1956. The Management's replies to the comments and observations of the Statutory Auditors on the accounts ( Standalone and the Consolidated) for the year 2011-12 are given in Annexure- III, IV & V.

18 Comments of the Comptroller and Auditor General of India

The Accounts for the financial year ended 31st March, 2012 were sent for review by the Comptroller and Auditor General (CAG) of India. Their comments and reply of the Management are awaited and shall be sent as soon as these are received.

19 Acknowledgement

i. The Board places on records its sincere appreciation towards the Company's customers/clients 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 also 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. 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.

For and on behalf of Board of Directors

Sd/-

Date : 31.08.2012 (Dr. Lalit K. Panwar)

Place : New Delhi Vice Chairman & Managing Director

Mar 31, 2010

The Directors have pleasure in presenting the 45th Annual Report together with the audited accounts of the Company for the year ended 31st March 2010.

Your Company has registered a turnover of Rs.299.75 crore during the financial year 2009-10 as against Rs.413.43 crore in the previous financial year 2008-09. The decline in turnover is mainly due to decline in turnover of some of the business segments like Ashok Creative Division due to non- receipt of business from the Ministry of Tourism, ATT Division, Hotel Division due to non- availability of rooms due to renovation of hotel properties mainly in The Ashok, Engineering Division due to deployment of Engineering staff in the renovation of hotel properties. The turnover is also adversely impacted by the Global recession. During the current year 2009-10 the Corporation suffered the loss (before tax) of Rs.20.51 crore as against profit before tax of Rs.38.19 crore in the previous year 2008-09. The loss occurred mainly due to decline in turnover, increase in wage cost as a result of implementation of revision in pay scales of non executive employees on IDA pattern w.e.f. 1.1.2007 and provision for arrears up to 31.3.2010 and liability for property tax to NDMC in respect of 3 Delhi based Hotels.

1. Performance Highlights

The highlights of the financial results of the corporation (Stand Alone) are given below :-

Particulars 2009-10 2008-09

Turnover 299.75 413.43

Operating Profit/(Loss) (8.54) 42.93

Less: Interest 0.00 0.00

Less: Depreciation 4.12 4.28

Add/(Less) Prior period adjustments & Extra(-)7.86 (-)0.46

ordinary items

(Lossy Profit before Tax (20.51) 38.19

Add/(less): Deferred Tax 13.09 3.12

Less: Provision for Income Tax 7.20 16.00

Less:- Provision for Wealth Tax 0.01 0.00

Less:- Provision for Fringe Benefit Tax 0.00 0.41

Add/(Less): Provision for Income Tax for earlier 0.32 0.46 years written back

(Loss>/ Profit after Tax (14.31) 25.36

Add Currency Translation Reserve Written back 0.00 0.02

Amount available for appropriation (14.31) 25.38

Proposed Dividend(MM) 0.00 8.58

Dividend Tax 0.00 1.44

Equity Capital 85.77 67.52

Capital Employed 231.14 291.74

Rate of Return on Capital:-

Before Tax (-) 23.91% 56.56%

After Tax (-) 16.68% 37.55%

Rate of Return on Capital Employed:-

Before Tax (-) 8.87% 13.09%

After Tax (-)6.19% 8.69%

1(a) DIVISION WISE FINANCIAL PEFORNACE

i. The turnover of Hotel Division during the year 2009-10 has decreased to Rs.196.71 crore from Rs.211.91 crore in the previous year 2008-09 mainly due to decrease in occupancy and non- availability of room due to renovation particularly The Ashok and as a result the division incurred the net loss of Rs.31.55 crore as against the net profit of Rs.12.94 crore in the previous year mainly due to increase in wage cost.

ii. The turnover of A.I.T. Division during the year 2009-10 has marginally increased to Rs.5.58 crore from Rs.5.56 Crore in the previous year 2008-09. During the year 2009-10, the duty free shops in operation are at Goa and Coimbtore. One Duty Free Shop at Coimbtore was opened in August 2009 during the current financial year 2009-10. Post financial year 2009-10, three shops i.e. one at Chennai Seaport (May-2010) and one at Kolkatta Seaport (September-2010) and the one at Haldia Seaport (September-2010) were opened during the year 2010-11. The AIT Division has incurred Net Loss of Rs. 2.34 crore as compared to net loss of Rs. 1.88 crore in the previous year mainly due to increase in wage cost.

iii. The turnover of ATT Division including the ATSS (i.e. Ashok Tourist Service Station) during the year 2009-10 has decreased to Rs.55.50 crore from Rs.75.94 Crore in the previous year 2008-09. The ATT Division has suffered a net loss of Rs. 2.43 crore as against the net loss of Rs.2.31 crore in the previous year mainly because of increase in wage cost.

iv. The turnover of the Ashok Creatives Division during the year 2009-10 has been recorded at Rs.3.01 crore (previous year Rs.53.06 crore) and as a result the division has suffered a loss of Rs.2.35 crore as against net profit of Rs.0.92 crore mainly because of reduced turnover due to non- receipt of international and domestic campaign business from the Ministry of Tourism.

v. The Engineering Division has achieved a turnover of Rs.3.91 crore during the year 2009-10 (previous year Rs.17.31 crore) with net loss of Rs.5.04 crore as against net loss of Rs. 3.94 crore in the previous financial year. The decline in turnover is due to deployment of engineering staff in the renovation of hotel properties particularly The Ashok.

vi. The turnover of ARMS (Events) division during the current financial year 2009-10 has decreased to Rs.7.20 crore as compared to Rs. 11.88 crore in the previous year 2008-09 with net profit of Rs.0.18 crore as against Rs.0.91 crore in the previous year mainly because of reduced turnover due to austerity measures announced by the Govt, of India which adversely affected the turnover of the Division.

vii. The Ashok Institute of Hospitality and Tourism Management(AIH&TM) during the current year 2009-10 has achieved turnover of Rs.4.45 crore as against Rs.5.42 crore in the Previous year 2008-09 with net profit of Rs.0.24 (previous year net profit of Rs. 1.54 crore). The turnover is reduced due to reduced business due to non-commencement of training courses from Ministry of DONER.

viii. The Sound and Light Shows have recorded a turnover of Rs. 0.73 crore (Previous year Rs.0.52 crore with net profit of Rs.0.16 crore(previous year profit of Rs. 0.01 crore).

ix. The Corporate H.Q. being the administrative office during the current financial year 2009-10 has earned an income of Rs. 22.64 crore as compared to Rs.31.83 crore in the previous year 2008-09 mainly consisting of income from Interest on short term deposits with banks from the surplus funds available with it. The decline in income from interest is mainly due to the expenditure on renovation of hotel properties being carried out during the year 2009-10 and onwards.

2 Capital Structure

As on 31" March 2010, the paid up share Capital of the Company increased from Rs.67.52 crore to Rs.85.77 crores due to preferential allotment of 182S0000 equity shares of Rs.10/- each at a premium of Rs.30/- per share on 14.09.2009.

3 Dividend

Since the Corporation has suffered the post tax loss of Rs.14.31 crore during the year 2009-10, no dividend for the year is proposed to be recommended by the Board.

4 Rating of ITDC vis-a-vis MOU targets

Performance of the Company for the year 2006-07 has been rated as Very Good in terms of the MOU signed with the Government of India. The Self Performance Evaluation Report for the year 2007-08 and 2008-09 has been sent to DPE and the rating is awaited.

5 Management Discussion and Analysis

A report on the Management Discussion and Analysis is placed at Annexure-I.

6 Plan Schemes

i. The Revised Budget Estimate towards capital expenditure for 2009-10 was Rs.97.45 crore which included Rs.95.80 crore for renovation of hotel properties and remaining fund for ATT Division and other activities of the Corporation. The Capital expenditure during 2009-10 was Rs. 16.30 crore out of which Rs. 11.17 crore was capitalized and Rs.5.12 crores was charged to revenue. Besides this Rs.40.45 crore relating to hotel units including Rs.39.31 crore for The Ashok has also been spent during the year on the incomplete works relating to renovation works of hotel properties.

ii. The plan outlay for the year 2010-11 is Rs.84.37 crore (including the major renovation work at Hotel properties for Rs.79.17 crores and ATT & Miscellaneous Schemes for Rs.5.20 crores. The plan outlay for the year 2010-11 includes plan outlay for Ashok Hotel where major renovation were carried out amounting Rs.34.30 croes approved by the Board in their meeting held on 28th day of January, 2010, was subsequently revised to Rs.65.26 by the Board due to the termination of the contract and the work was further re-awarded.

7 Implementation of official language policy

During the year 2009-10, the Company continued its efforts to give impetus to the use of Hindi in official work. To motivate employees for increasing use of Hindi in their official work, cash incentives were granted to them on doing prescribed quantum of work in Hindi. As part of Hindi Training Programme, employees were nominated for Hindi Typing/Stenography classes being conducted under the Hindi Teaching Scheme of the Government of India. Hindi Workshops were also organized to impart them training on noting-drafting and other works in Hindi. Various Hindi Competitions were also organized during Hindi Month celebrations for creating an environment conductive for promotion of Hindi.

8 Particulars of Employees

None of the employees of the Company is drawing remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975.

9 Conservation of Energy & technology absorption

The Hotels have been paying special attention to environmental issues. All the 3 hotels in Delhi have installed Rainwater Harvesting as one major step towards recharging the ground water levels. Energy conservation has also been high on the agenda for which energy audit was got done by BEE certified body. The recommendation of the audit are currently at various stages of implementation in all the three hotels.

Since your Companys operation do not involve technology absorption, the particulars as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding technology absorption, are not applicable.

10 Foreign Exchange Earnings & Outgo

i. The Direct Foreign Exchange Earnings during the year 2009-10 has decreased Rs. 15.09 crore as against Rs.20.10 crore in the previous year 2008-09. The outgo of foreign exchange during the year was Rs.9.54 crore as against Rs. 4.41 crore in 2008-09.

ii. During the year, 12 officials were sent on foreign tours at the cost of Rs.17.99 lakh approximately in connection with promotion of the Companys business.

11 Subsidiary Companies

The Corporation has seven subsidiary companies viz. (i) Donyi Polo Ashok Hotel Corporation Ltd (ii) Assam Ashok Hotel Corporation Ltd (iii) MP Ashok Hotel Corporation Ltd (iv) Pondicherry Ashok Hotel Corporation Ltd v) Ranchi Ashok Bihar Hotel Corporation Limited, (vi) Utkal Ashok Hotel Corporation Ltd, (vii) Punjab Ashok Hotel Company Ltd. The Hotel Units set up under the aforesaid subsidiary companies at Itanagar, Guwuhati, Bhopal, Pudicherry and Ranchi respectively. The operation of Hotel unit at Puri is closed since 2004 and the Hotel has been planned to be leased out and the Hotel project at Anandpur Sahib is incomplete. The Annual Accounts of all the subsidiary companies have been audited and finalized and the Consolidated Annual Accounts pursuant to clause 32 of the Listing Agreement has been prepared and presented in this Annual Report.

12 Exemption under section 212(8) of the Companies Act. 1956

The Ministry of Corporate Affairs vide its letter No. 47/709/2010-CL-III has granted exemption under Section 212(8) of the Companies Act, 1956 from annexing the annual accounts and other information of the subsidiary companies along with the Accounts of the Company for the financial year ended 31.03.2010. In terms of the said exemption letter, a statement containing brief financial details of the Companys subsidiaries for the year ended March 31, 2010 is enclosed as Annexure-VI of this report. The Annual Accounts of the subsidiary companies and the related detailed information are open for inspection by any shareholder including the shareholder of subsidiary companies at the registered office of the company and the subsidiaries concerned during the working hours on all working days. The Company will make available these documents to the shareholders including shareholders of subsidiary companies upon receipt of request from them. The shareholders, if they desire, may write to the company to obtain a copy of financials of the subsidiary companies.

13 Board of Directors

i. During the year, nine Board meetings were held to transact the business of the Company.

ii. During the year under review Shri Sanjay Kothari, Additional Secretary(Tourism) ( w.e.f. 1.12.2009) was appointed as C&MD pursuant to Article 61 of the Articles of Association of the Company. Further post financial year 2009-10, Dr. Lalit K. Panwar ( w.e.f. 22.4.2010) as C&MD, Shri Anand Kumar (w.e.f. 7.7.2010) as Govt. Nominee and Shri P. K. Agarwal ( w.e.f. 29.7.2010) as Director (Finance) joined the Board of Directors.

iii. During the year under review, Shri Parvez Dewan (w.e.f. 1.12.2009) as C&MD, Shri P.P. Singh (w.e.f. 1.3.2010) as Director (Finance), Smt. Leena Nandan ( w.e.f. 23.12.2009) as Govt. Nominee ceased to be on the Board of Directors of the company. Further post financial year 2009-10 Shri Sanjay Kothari (w.e.f. 21.4.2010) as C&MD, Shri Rajiv Makin (w.e.f. 1.8.2010) as Director (C&M), Shri Ashok Pahwa (w.e.f. 17.4.2010) as Non-official Director, Shri Romesh Chopra (w.e.f.

17.4.2010) as Non-official Director, Shri Jose Dominic (w.e.f. 17.4.2010) as Non-official Director, Shri Zubin Karkaria (w.e.f. 19.7.2010) as Non-official Director and Shri Jyotindra Jain (w.e.f. 19.7.2010) as Non-official Director ceased to be on the Board of Directors. The Board appreciates the valuable services rendered by them during their tenure on the Board of the Company. The present composition of the Board is as under:

Dr. Lalit K. Panwar - Chairman & Managing Director

Shri P. K. Agarwal - Director (Finance)

Shri E.K. Bharat Bhushan- Non-executive Director & part time Govt. Director

Shri Anand Kumar - Non executive & part time Govt. Director

iv. Pursuant to Article 61 of the Articles of Association of the Company, Shri Anand Kumar, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Shri Anand Kumar is an IAS and presently holding the post of Joint Secretary (Tourism) in the Ministry of Tourism. He has also served as Resident Commissioner, Govt, of Kerala. His educational qualification is M. Sc., M.Phil., and MBA. He does not hold directorship in any other companies. In ITDC, he is the member of the Audit Committee.

14 Corporate Governance

As per the requirement of clause 49 of the Listing Agreement, 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 clause 49(v) and)

(ii) Certificate from the Companys Auditors [as per clause 49 (vii)].

As per the Certificate of the Companys Auditors on Corporate Governance as per clause 49 (vii) above, there is only one observation which is as under:

"As required by Para IV C of the Clause 49 of the Agreement, we are informed that the Corporation is in the process of preparing a risk management policy."

In its reply, it may be submitted that the Risk Management Policy laying down a sound process for identification and mitigation of risks, as approved by the Board in its meeting held on the 11th May 2010, has been circulated on the 23rd September 2010 for implementation.

15 Corporate Social Responsibility (CSRV.

CSR Policy of the Corporation has been devised with the objective of Capacity Building leading to employment generation in the Hospitality/Tourism sector, thereby building value for its stakeholders and customers. In the background of guidelines issued by DPE on CSR, the Board has given mandate to give vocational training to the students belonging to poor, including below poverty line, economically backward classes, SCs/STs to equip them to get some employment in the market and include it as an activity in MOU 2010-11.

16 Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956, it is hereby confirmed: -

ÃÂ¦ that in the preparation of the accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed read along with proper explanation relating to departures;

ÃÂ¦ that the Directors have selected such accounting policies and applied them consistently and made judgements 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.

ÃÂ¦ 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 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

ÃÂ¦ that the Directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

17 Auditors and Auditors Report

The Comptroller & Auditor General of India have appointed M/s Grover Lalla & Mehta, Chartered Accountants as Statutory Auditors of the Company and also various Branch Auditors for the year 2009-10 under Section 619(2) of the CompaniesAct, 1956. The Managements replies to the comments and observations of the Statutory Auditors on the accounts ( Standalone and the Consolidated) for the year 2009-10 are given in Annexures in. IV & V.

18 Comments of the Comptroller and Auditor General of India

The Accounts for the year ended 31st March 2010 were sent for review by the Comptroller and Auditor General (CAG) of India. Their comments and reply of the Management thereto are awaited and shall be sent as soon as these are received.

19 Acknowledgement

i. The Board places on records its sincere appreciation towards the Companys customers/clients for the support and confidence reposed by them in the organisation and look forward to the continuance of this relationship in future.

ii. The Board also gratefully acknowledges the support and guidance received from various Ministries of the Government of India particularly the Ministry of Tourism, in Companys operations and developmental plans. 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.

For and on behalf of Board of Directors

Date : 07.12.2010 (Laht K. Panwar) Place : New Delhi Chairman and Managing Director

Mar 31, 2009

The Directors have pleasure in presenting the 44th Annual Report together with the audited accounts of the Corporation for the year ended 31st March 2009.

Your Corporation has registered a turnover of Rs.410.67 crore during the financial year 2008-09 as against Rs.470.27 crore in the previous financial year, registering a decline of 12.67%. The decline in turnover is mainly due to Global recession, 26/11 Mumbai attacks, closure of duty free shops etc. The profit (before tax) of your Corporation was down by 44.98% to Rs.38.19 crore during the financial year 2008-09 from Rs.69.41 crore in the previous financial year and the profit after tax was down by 42.42% to Rs.25.38 crore from Rs.44.08 crore in the previous financial year 2007-08. The decrease in profit is mainly due to reduced turnover and increase in wage cost as a result of implementation of 6* Pay Commissions recommendations in pay scales of CD A and recommendation of 2nd Pay Revision Committee constituted by Government for IDA pay pattern employees w.e.f. 1.1.2006 and 1.1.2007 respectively.

PERFORMANCE HIGHLIGHTS

The comparative position of the corporate profitability at a glance is tabulated below: -

(Rupees in crore)

Particulars 2008-09 2007-08

Turnover 410.67 470.27 Operating Profit 42.95 77.45 Less: Interest 0.02 0.02 Less: Depreciation 4.28 4.54 Add/(Less): Prior period adjustments and extra-ordinary items (-)0.46 (-)3.48 Profit/(Loss) before Tax 38.19 69.41 Add/(Less): Deferred Tax 3.12 3.82 Less: Provision for Income Tax 16.00 28.50 Less: Provision for Fringe Benefit Tax 0.41 0.50 Add: Provision for Income Tax for earlier year written back 0.46 (-)0.15 Transfer from Currency Translation Reserve 0.02 Profit/(loss) after Tax 25.38 44.08 Proposed Dividend 8.58 13.50 Dividend Tax 1.44 2.30 Equity Capital 67.52 67.52 Capital Employed 291.73 285.41

Capital Structure

As on 31st March 2009, the paid up share Capital of the Corporation remained unchanged as in the last year i.e. Rs.67.52 crore. The paid up capital has been increased to Rs.85.76 crore as a result of preferential allotment of 1,82,50,000 equity shares of Rs.10/- each at a premium of Rs.30/- per share to the President of India on 14th September, 2009 against equity contribution of Rs.73 crore received by the Corporation in December, 2007 for Renovation of Ashok Hotel, New Delhi.

DIVIDEND

Since the current years net profit after tax is lower by more than 20% of the average net profits after tax of the two financial years immediately preceding, it shall not be required to ensure the minimum distribution of dividend which comes out to 13.3% as prescribed in Rule 3 of Companies (Transfer of Profit to Reserves) Rules, 1975. The Board of Directors are pleased to recommend dividend of 10% on the Paid-up equity capital for the year 2008-09. The total liability for Dividend (Rs.8.58 crore) and Dividend Tax (Rs.1.44 crore) will be Rs. 10.02 crore.

RATING OF ITDC VIS-VIS MOU TARGETS

Performance of the Corporation for the year 2006-07 has been rated as Very Good in terms of the MOU signed with the Government of India. The Self Performance Evaluation Report for 2007-08 on the basis of audited data has been sent to DPE and the rating is awaited.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on the Management Discussion and Analysis is placed at Annexure-I.

DIVISION WISE PERFORMANCE

a) Hotels Division

The year gone by has been full of challenges for the hospitality industry. Falling occupancies levels and room rentals in the aftermath of the global recession and Mumbai terror attacks have weighed on the companys financial performance. However there are signs of improving prospects in the coming period.

The Hotels Division have three hotels in Delhi, five hotels in outside Delhi located at Mysore, Patna, Jammu, Bhubaneshwar and Jaipur. Two DOT properties are also managed by the Company. The occupancy of the Hotels was affected negatively in the last two quarter of the financial year especially through inbound travelers, which also becomes evident from the reduced forex earnings, even as the revenues showed marginal negative growth. To counter the recession and increased competition, competitive room pricing was worked out to market the hotels more aggressively.

The turnover of the Hotels Division during the financial year 2008-09 decreased by 5.15% to Rs.209.14 crore from Rs.220.49 crore in the previous financial year 2007-08. The decrease in turnover is mainly due to 26/11 Mumbai attacks. The net profit of Hotels Division decreased to Rs. 12.94 crore as against Rs.50.09 crore in the previous financial year 2007-08 mainly due to increased wage cost due to implementation of Wage Revision Recommendations and due to decrease in turnover.

b) Ashok Creative (AC Division)

Ashok Creative Division continued to play a key role in tourism promotion and developmental projects of the Ministry of Tourism. Ministry of Tourism is the biggest spender in terms of Media Campaigns - both International and Domestic. Ministry of Tourism is the Divisions major client in terms of turnover and revenue. However on withdrawal of PPP, winning campaigns for ITDC has become more difficult.

During the financial year 2008-09, the Division showed a turnover of Rs.53.06 croe against Rs.87.20 crore in previous year 2007-08 with a loss of Rs.0.92 crore against net profit of Rs.1.24 crore in the previous financial year 2007-08. The loss was due to primarily the fact that Ashok Creative is not INS accredited and neither does the Division has the expertise of bulk media buying from International and Domestic markets. Therefore, whenever the Division participates in any open bids for media buying activity it requires the expertise of empanelled advertising agencies. Since during the year under review the partnership with an empanelled advertising agencies did not materialize, the Division was entirely dependent on creative assignments, a few advertising campaigns and print production jobs of clients. However, the technical capability and expertise of the Division cannot be undermined as creativity and creative aspects continue to be the Divisions forte.

c) Ashok International Trade (AIT Division)

The Ashok International Trade Division (AITD) continued its efforts to sustain its operations despite many odds thrown up by the vastly transformed business environment and greatly reduced scale of its operations.

The Duty free shops at Goa and recently opened in August 2009 at Coimbatore offer world class duty free shopping facilities to international travelers earning crucial foreign exchange for the country and showcasing Indian products to the world.

The turnover of AIT Division has decreased to Rs.5.56 crore during the financial year 2008- 09 from Rs.31.33 crore in the previous year 2007-08 mainly due to closure of commercial activities of duty free shops at Custom domestic/international airports at Bangalore during May 2008. During the year AIT division has incurred Net Loss of Rs. 1.88 crore as compared to net loss of Rs. 10.53 crore in the previous financial year.

d) Ashok Travels & Tours (ATT Division)

Ashok Travels & Tours, an in-house IATA approved Travel Agency of the India Tourism Development Corporation Limited provides all travel related services primarily for the Government Sector as well as general public. Services include Airline Ticketing/Hotel Booking/Tour Packages/Car & Coach Rentals.

ATT Division during the financial year 2008-09 registered most impressive growth. The turnover of the Division increased to Rs.67.80 crore from Rs.49.77 crore in the previous financial year 2007-08 and has registered a increase of 36.22%. However the Division suffered a net loss of Rs. 1.68 crore as against Rs.0.39 crore in the previous financial year mainly due to higher wage cost due to wage revision impact.

On the whole it would be a period of growth and consolidations for ATT. The Division is now poised for a major growth initiative keeping in view of the opportunities created by forthcoming Common Wealth Games 2010.

e) Ashok Reservation and Marketing Services (ARMS Division-)

The erstwhile Marketing & Hotel Sales Division which later become ARMS Division had three main functions - Handling of events and conferences; promotion and marketing of ITDC Hotels and reservation of ITDC Hotels by Centralized Reservation Service. Later, the area of marketing of ITDC Hotels and Centralized Reservation Service has been constituted as Corporate Marketing Division and the area of handling the events and conferences as Events Division.

The Ashok Reservation & Marketing Service (ARMS) handles the Centralized Reservation Service and the Marketing of ITDC Hotels. The Event Division manages events, conferences and exhibitions both within the country and abroad and has established itself as a leader in the field of Event Management.

During the financial year 2008-09, the turnover of the ARMS (Events Division) decreased to Rs. 11.88 crore as against Rs. 19.33 crore in the previous financial year 2007-08. The net profit of the Division also decreased to Rs.0.91 crore as against Rs.2.59 crore in the previous financial year mainly due to reduced turnover and higher wage cost due to wage revision impact.

f) Ashok Consultancy & Engineering Division

The Ashok Consultancy & Engineering Division has been very actively working for the following activities :

i) Renovation and upgradation of ITDC Hotels.

ii) Implementation of Tourism infrastructure projects.

iii) Rendering consultancy services to Ministry of Tourism, Govt, of India and State Govt. Organizations.

During the financial year 2008-09, the turnover of the Division was Rs. 17.31 crore as against Rs.23.44 in the previous financial year 2007-08. The Division suffered a net loss of Rs.3.94 crore during the current financial year 2008-09 as against net loss of Rs.0.09 crore in the previous financial year 2007-08.

Despite all the odds like shortage of manpower, time bound Projects in hand, delay in releasing of funds from various clients and non-allotment of land by various State Government, the Division is doing extremely well. During the up-coming year the division has been turnarounded and is handling a turnover of Rs.150 crore including the most prestigious project of renovation of Ashok Hotel.

g) Ashok Institute of Hospitality & Tourism Management (AIH&TM Division)

The Ashok Institute of Hospitality & Tourism Management, an ISO 9001:2000 certified Institute run by ITDC in New Delhi has been undertaking Education & Training related activities during the year 2008-09 as a Strategic Business Unit of ITDC. The Division has been conducting 4 years Bachelors in International Hospitality Business Management Course affiliated to the Kurukshetra University, Kurukshetra (Haryana) since 2004 and from the current academic year, AIH & TM has started the 3 years BBA in International Hospitality affiliated to the IP University, Delhi.

During the year 2008-09, the unit achieved the turnover of Rs.5.42 crore as against Rs.5.09 crore in the previous financial year 2007-08. The net profit increased marginally to Rs.1.54 crore as against Rs.1.46 crore in the previous financial year 2007-08.

PLAN SCHEMES

The Revised Budget Estimate towards plan expenditure for 2008-09 was Rs.45.56 crore which included Rs.38.56 crore for renovation/improvement in existing hotels and remaining fund for other activities of the Corporation. The plan expenditure during 2008-09 was Rs.8.93 crore.

The plan outlay for the year 2009-10 is Rs. 165.55 crore which includes Rs. 158.49 crore for renovation of various hotels including major renovation of Ashok Hotel at an estimated cost of Rs.l 16.28 crore. For the renovation of Ashok Hotel, the Ministry of Tourism has provided budgetary support of Rs.73 crore in the form of equity. The balance plan outlay of Rs.7.06 crore is for other activities of the Corporation.

IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY

During the year 2008-09, the Corporation continued its efforts to give impetus to the use of Hindi in official work. To motivate employees for making increasing use of Hindi in their official work, cash incentives were granted to them on doing prescribed quantum of work in Hindi. As part of Hindi Training Programme, employees were nominated for Hindi Typing/Stenography classes being conducted under the Hindi Teaching Scheme of the Government of India. Hindi Workshops were also organized to impart them training on noting-drafting and other works in Hindi. Various Hindi Competitions were also organized during Hindi Month celebrations for creating an environment conductive for promotion of Hindi.

PARTICULARS OF EMPLOYEES

None of the employees of the Corporation is drawing remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975.

CONSERVATION OF ENGERGY AND TECHNOLOGY ABSORPTION

Your Corporation is committed to energy conservation at every stage of its operation. In order to conserve energy, various measures were taken which included preventive maintenance schedule for plant & machinery, use of lower energy consuming devices, improvement in power factor and economizing the use of gas & fuel. Hotels have significantly saved on the energy consumption by switching over to energy efficient lighting and locking system. Water harvesting has also been taken as a high concern area. Further, general awareness was created amongst the staff and engineers to conserve energy in every operation they undertook. All these measures contributed in effecting economy and saving of resources.

Since your Companys operation do not involve technology absorption, the particulars as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding technology absorption, are not applicable.

FOREIGN EXCHANGE EARNINGS & OUTGO

The Direct Foreign Exchange Earnings during the year 2008-09 were Rs.20.10 crore as against Rs.57.23 crore in the previous year 2007-08. The outgo of foreign exchange during the year was Rs.4.41 crore as against Rs. 33.98 crore in 2007-08.

During the year, 25 officials were sent on foreign tours at the cost of Rs.13.83 lakh approximately in connection with promotion of the Companys business.

SUBSIDIARY COMPANIES

The Annual Accounts for the year 2008-09 in respect of the six out of seven subsidiary companies viz. (i) Donyi Polo Ashok Hotel Corporation Ltd (ii) Utkal Ashok Hotel Corporation Ltd, (iii) Punjab Ashok Hotel Company Ltd.(iv) Assam Ashok Hotel Corporation Ltd (v) Pondicherry Ashok Hotel Corporation Ltd (vi) Ranchi Ashok Hotel Corporation Limited has been finalized and audited. The Annual Accounts of MP Ashok Hotel Corporation Limited is under finalization and audit. The Ministry of Corporate Affairs have granted exemption under Section 212(8) of the Companies Act, 1956 from annexing the annual accounts of the subsidiary companies. The audited accounts of the subsidiary companies for the year 2008-09 will be circulated as soon as these are available after adoption in their AGM. A statement pursuant to the exemption u/s 212(8) of the Companies Act, 1956 giving required details together with the reasons for non-finalization/adoption of Annual Accounts is annexed as Annexture A.

BOARD OF DIRECTORS

During the year, six Board meetings were held to transact the business of the Company.

During the year under review Shri Rajiv Makin was appointed as Director (C&M) pursuant to Article 61 of the Articles of Association of the Company. He assumed the charge on 17th October 2008. Shri Sanjay Kothari has been appointed as C&MD, ITDC vice Shri Parvez Dewan. He assumed the charge on 1st of December, 2009.

Pursuant to Article 61 of the Articles of Association of the Company, S/Shri Zubin Karkaria and Jose Dominic Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. In compliance with clause 49(G)(i) of the Listing Agreement, their brief resume, nature of expertise in specific functional areas are as under:-

Shri Zubin Karkaria

Shri Zubin Karkaria has been the Director of ITDC since 19th July, 2007. Shri Zubin Karkaria is the CEO & Managing Director of India & South Asia Kuoni Travels Group. Shri Zubin Karkaria is also the Director of several Group Companies of India & South Asia Kuoni Travels Group.

Shri Jose Dominic has been the Director of ITDC since 17th April, 2007. Shri Jose Dominic is, since 1980, the Managing Director and CEO of CGH Earth (formerly Casino Group of Hotels), a hotel group who have been pioneers in tourism development in Kerala.

Shri Jose Dominic has served on several National and State advisory panels on tourism of the Government and Industry bodies. Some of these include, National Tourism Advisory Council of the Government of India and the Government of Kerala, Tourism Think Tank of Government of India, Member - Expert Panel on Tourism of ASSOCHAM (Associated Chambers of Commerce and Industry of India, and CII (Confederation of Indian Industry) etc. He has been invited to speak at major conferences and seminars on Tourism including Conference on Tourism Taxation organized by World Tourism Organization, Colloquium of Conservation and Heritage Tourism organized by the British Council, presented papers on Sustainable Tourism at the Annual Convention of the Indian Association of Tour Operators.

He has served as Hon. Secretary of the Federation of Hotel and Restaurant Associations of India and Founder President of Kerala Travel Mart, which has now acquired the reputation as the most significant travel-marketing event in India. He has been closely associated with the conservation movement and serves as the Co-convener of INTACH (Indian National Trust for Art and Cultural Heritage). He is past President of TiE - Kerala Chapter (The Indus Entrepreneurs) and KTM (Kerala Travel Mart Society) and also was the President of the Cochin Chamber of Commerce. He is a member of the National Tourism Advisory Committee.

He is a Chartered Accountant by qualification and prior to joining Casino Group of Hotels (now CGH Earth) worked with the countries leading firm of Chartered Accountants Messrs. A.F. Ferguson & Co. He is a graduate of Commerce from Loyola College, Chennai and he received his early education in Lawrence School, Lovedale.

The names of the Committee of the Board of ITDC in which above Directors are members are given in the Report on Corporate Governance.

CORPORATE GOVERNANCE

As per the requirement of clause 49 of the Listing Agreement, a detailed report on Corporate Governance together with the following is given in Anexure-II which forms part of this Report.

(i) CEO/CFO Certificate [as per clause 49(v) and]

(ii) Certificate from the Companys Auditors [as per clause 49 (vii)] and the Managements reply thereto.

DIRECTION ISSUED PURSUNAT TO CLAUSE 96 OF THE ARTICLE OF ASSOCIATION

Pursuant to Article 96 of the Articles of Association of the Company, the President of India may from time to time, issue such directives or instructions as may be considered necessary in regard to the finance, conduct of the business and affairs of the company. Such Directives issued by the President shall be in writing addressed to the Chairman. Pursuant to this, the directive issued vide Ministry of Tourism letter No. 5/l/2009-PSU(T) dated 24.06.2009 under Regulation 96 of the Articles of Association of the Corporation is enclosed as Annexture III.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956, it is hereby confirmed: -

" that in the preparation of the accounts for the financial year ended 31st March 2009, the applicable accounting standards have been followed read along with proper explanation relating to departures;

ÃÂ¦ 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 Corporation at the end of the financial year and of the profit of the Corporation for the year under review.

ÃÂ¦ 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 1956 for safeguarding the assets of the Corporation and for preventing and detecting fraud and other irregularities;

ÃÂ¦ that the Directors have prepared the accounts for the financial year ended 31st March 2009 on a going concern basis.

AUDITORS AND AUDITORS REPORT

The Comptroller & Auditor General of India have appointed M/s Khanna & Annadhanam, Chartered Accountants as Statutory Auditors of the Corporation and also various Branch

Auditors for the year 2008-09 under Section 619(2) of the Companies Act, 1956. The Managements replies to the comments and observations of the Statutory Auditors on the accounts for the year 2008-09 are given in Annexures-IV and V.

COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA

The Accounts for the year ended 31st March 2009 were sent for review by the Comptroller and Auditor General (C AG) of India. Their comments are awaited and shall be sent as soon as these are received along with the Managements replies thereto.

ACKNOWLEDGEMENT

The Board places on records its sincere appreciation towards the Companys customers/clients for the support and confidence reposed by them in the organisation and look forward to the continuance of this relationship in future.

The Board also gratefully acknowledges the support and guidance received from various Ministries of the Government of India particularly the Ministry of Tourism, in Companys operations and developmental plans. The Board also wishes to record its deep gratitude to all the members of ITDC family whose enthusiasm, dedication and co-operation not only made the radical turnaround possible but also put the Corporation on this path of progress.

For and on behalf of Board of Directors Sd/- Date : 08.12.2009 (Sanjay Kothari) Place : New Delhi Chairman and Managing Director

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article