Howard Hotels Ltd

Dear Members,

Your Directors have pleasure in presenting the 35th (Thirty Fifth) Annual Report of the Company along with the Audited Financial Statements for the financial year 2023-24.

1) FINANCIAL HIGHLIGHTS

The financial results of the Company for the financial year ended March 31, 2024 are summarized below for your consideration:

(Rs. in Lakhs)

Notes:

1. The above figures have been extracted from the audited standalone and consolidated financial statements as per Indian Accounting Standard (IND-AS).

2. Previous year figures have been regrouped/rearranged wherever necessary.

2) RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS

During the financial year under review, the Company has total revenues of 1,338.63 Lakhs as compared to 1033.50 Lakhs during the previous year. The net profit for the year under review has been 95.09 Lakhs against profit of 74.14 Lakhs during the previous year. Your directors are continuously looking for avenues for future growth of the Company in Hotel Industry.

3) DIVIDEND

Your Directors has decided not to recommend any dividend for the financial year ended March 31, 2024.

4) TRANSFER TO RESERVES

The amount of profits of Rs. 95.09 Lakhs is proposed to be carried to reserves during the period under review.

5) SHARE CAPITAL

The authorized share capital of the Company as on March 31, 2024 was Rs. 10,00,00,000/- (Rupees Ten Crore Only) consisting of Rs. 10,00,00,000 (Rupees Ten Crore only) consisting of 10,00,000 (Ten Lakhs Only) Equity Shares of Rs. 10/- each.

The issued, subscribed and paid capital of the Company, as on March 31 2024, is Rs. 9,11,32,000/- (Rupees Nine Crore Eleven Nine Lakhs Thirty-Two Thousand Only) consisting of Rs. 9,11,32,000/- (Rupees Nine Crore Eleven Nine Lakhs Thirty-Two Thousand Only) comprising Rs. 91,13,200/- (Rupees Ninety-One Lakhs Thirteen Thousand and Two Hundred Only) equity shares of Rs. 10/- each, fully paid - up.

During the year under review, there was no change in the capital structure of the Company.

During the year under review, the Company has neither issued shares with Deferential Voting Rights nor granted Stock Options nor Sweat Equity.

6) DEMATERIALISATION OF SHARES

As on March 31, 2024, 84.86 % of the Company's total equity paid up capital representing 77,33,343 equity shares are held in dematerialized form. SEBI (LODR) Regulations, 2015 mandates that the transfer, transmission etc., shall be carried out in dematerialized form only. The Company has directly sent intimation to shareholders who hold shares in physical form advising them to get their shares dematerialized.

7) LISTING OF SHARES

The Company's equity shares are listed at the BSE Limited (the stock exchange). The annual listing fee for the year 2024-25 has been paid to stock exchange.

A. DIRECTORS

Pursuant to the provisions of section 149 of the Act, Mr. Rakesh Kumar Agarwal, Mr. Ravi Kant Bansal and Mrs. Archana Jain were Non-Executive Independent directors of the Company as on 31/03/2024. They have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

However, during the year, Mrs. Archana Jain (DIN: 02420715), was re-appointed for a further period of Five years, starting from 11th February, 2024 and ending on 10th February, 2029 as Independent Director.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shrikant Mittal, Whole-Time Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the Annual General Meeting.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

In pursuance of the recommendations of Nomination & Remuneration Committee, Mr. Sanjay Kumar Pathak (DIN: 01591365) is proposed as an Independent Director of the Company for a period of Five years, starting from 29th May, 2024 and ending on 28th May, 2029 subject to the approval of the shareholders in ensuing Annual General Meeting. The Company has, in terms of Section 160(1) of the Act, received in writing a notice from Member, proposing his candidature as Independent Director.

Mr. Sanjay Kumar Pathak resigned from the directorship of the company with effect from 24th June, 2024. The Board places on record its appreciation for the contributions made by her during her association with the company.

Further, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have recommended the appointment of Mr. Kshitiz Agarwal & Mr. Ankit Agrawal as Independent Directors with effect from 08th July, 2024 for a period of 5 years, subject to approval of shareholders at the ensuing Annual General Meeting (AGM). They are established expert in taxation and finance.

The brief profile of Mr. Shrikant Mittal, Mr. Kshitiz Agarwal and Mr. Ankit Agrawal along with details as regards their expertise, other directorships, and membership in committees of other companies and shareholding in the Company are annexed as Annexure - I to the notice of AGM in accordance applicable provisions of SEBI Regulations and the Companies Act, 2013.

The Board has carried out performance evaluation of all its Independent Directors and is of the opinion that all the Independent Directors of the Company are competent and eligible to continue as Independent Directors of the Company.

B. KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the Company has following Key Managerial Personnel as per the definition of Section 2(51) read with Section 203 of the Companies Act 2013: -

During the year under review, there were no changes in the key managerial personnel of the Company.

9) INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and the SEBI (LODR) Regulations,2015, Mrs. Archana Jain, Mr. Kshitiz Agarwal (Additional Director), and Mr. Ankit Agrawal (Additional Director) are the Independent Directors of the Company as on date of this Report. All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and regulations 16(1)(b) of the SEBI (LODR) Regulations,2015. In terms of Regulation 25(8) of the SEBI (LODR) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Independent Directors of the Company have undertaken that they have registered themselves with the Independent Director's Database maintained by the Indian Institute Corporate Affairs (IICA) and possess proficiency certificates.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

10) NUMBER OF MEETINGS OF THE BOARD

During the financial year ended March 31, 2024, 06 (Six) meetings of the Board were held, as follows:

Board Committees:-

The Company has 3 Board Level Committees. All decisions and recommendations of the Committees are placed before Board for information and approval. The role and composition of these Committees, including the number of meetings held during the financial year and the related attendance, are provided below:

A. Audit Committee

B. Nomination & Remuneration Committee

C. Stakeholder's Relationship Committee.

A. Audit Committee

The composition, quorum, powers, role and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the SEBI (LODR) Regulations, 2015. Mrs. Archana Jain, Non -Executive Independent Director is the Chairperson of the Audit Committee. The other members of the Audit Committee include Mr. Kshitiz Agarwal and Mr. Ankit Agrawal. All the recommendations made by the Audit Committee were accepted by the Board.

During the financial year ended March 31, 2024, 4 (Four) meeting of the Audit Committee were held, as follows:

B. Nomination & Remuneration Committee

The composition, quorum, powers, role and scope are in accordance with Section 178 of the Companies Act, 2013 and the provisions of Regulation 19 of the SEBI (LODR) Regulations, 2015. Mrs. Archana Jain, Non -Executive Independent Director is the Chairperson of the Nomination & Remuneration Committee. The other members of the Nomination & Remuneration Committee include Mr. Kshitiz Agarwal and Mr. Ankit Agrawal.

During the financial year ended March 31, 2024, 1 (One) meeting of the Nomination & Remuneration Committee was held as follows:

Moreover, the Company's Nomination & remuneration policy for Directors, Key managerial personnel and other employees is posted on the website of the Company and can be accessed at https://www.howardhotelsltd.com/ files/ugd/ 3c3272 557c36b94b334010967366f8fb85b12a.pdf

C. Stakeholders' Relationship Committee

The composition, quorum, powers, role and scope are in accordance with Section 178 of the Companies Act, 2013 and the provisions of Regulation 20 of the SEBI (LODR) Regulations, 2015. Mrs. Archana Jain, Non -Executive Independent Director is the Chairperson of the Stakeholders' Relationship Committee. The other members of the Stakeholders' Relationship Committee include Mr. Kshitiz Agarwal and Mr. Ankit Agrawal.

During the financial year ended March 31, 2024, 1 (One) meetings of the Stakeholders' Relationship Committee were held as follows:

• There were no pending share transfers/ investors' complaints as on March 31, 2024.

12) ATTENDANCE OF DIRECTORS

The detail of Director's attendance in the Board Meeting and their Committees during the F.Y. ended as on March 31, 2024 and in the last AGM of the Company is as follows:

13) MEETINGS OF INDEPENDENT DIRECTORS

The Company's Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Company's affairs and put forth their views to the Lead Independent Director. The Lead Independent Director takes appropriate steps to present Independent Directors' views to the Chairman and Managing Director. One meeting of Independent Directors was held during the year i.e. on 01th February, 2024.

14) STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified for the financial year 2023-24 as per the provisions of Section 164 and 167 of the Companies Act, 2013 Act. The Directors of the Company have made necessary disclosures as required under various provisions of the Companies Act, 2013 and the SEBI (LODR), Regulations 2015.

15) PUBLIC DEPOSITS

During the year under review, your Company did not invite /accept any deposits from public in terms of provisions of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 and no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Pursuant to the Companies (Acceptance of Deposits) Rules, 2014, the Company has filed requisite annual return in e-Form DPT-3 for outstanding receipt of money/loans which are not considered as deposits for unancial year ended March 31, 2024 with the Registrar of Companies (ROC).

16) PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans, investments, guarantees etc. covered under the provisions of Section 186 of the Companies Act, 2013 and Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 are mentioned in the notes forming part of the Financial Statements.

17) PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review, the Company entered into the transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014 and provisions of the SEBI (LODR) Regulations, 2015, all of which were entered in the ordinary course of business and at arm's length basis. However, no materials Related Party Transactions were entered into by the Company which might have any potential conflict with the interests of the Company.

During the year under review, all Related Party Transactions were prior-approved by the Audit Committee. All repetitive Related Party Transactions along with the estimated transaction value and terms thereof were approved by the Audit Committee under "Omnibus Approval" before the commencement of financial year and thereafter reviewed them quarterly. The Board also reviewed and approved the transactions with related parties on the recommendation of the Audit Committee. The Company has a Board approved policy on dealing with Related Party Transactions and the same has been uploaded on the Company's website at:

https://www.howardhotelsltd.com/ files/ugd/3c3272 fbb38fca410046d8a677a4a61a35e077.pdf.

The details on Related Party Transactions as per Indian Accounting Standard (IND AS) - 24 are set out in Note No. 33 to the Standalone Financial Statements forming a part of this Annual Report.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure- I to this report.

18) RISK MANAGEMENT COMMITTEE

The Company has not constituted the risk management committee in accordance with Section 134 (3) (n) of the Companies Act, 2013 as the said provision is not applicable to the Company.

19) VIGIL MECHANISM/ WHISTLE BLOWER COMMITTEE

The Company has established a "Vigil Mechanism" for its employees and directors, enabling them to report any concerns of unethical behavior, suspected fraud or violation of the Company's code of conduct. To this effect the Board has adopted a "Whistle Blower Policy" which is overseen by the Audit Committee. The policy provides safeguards against victimization of the whistle blower. Employees and other stakeholders have direct access to the Chairman of the Audit Committee for lodging concern if any, for necessary action. The details of such policy are available on the website of the Company and can be accessed at https://www.howardhotelsltd.com/ files/ugd/ 3c3272 c693411a387241fe81604537244aea39.pdf

During the year under review, there were no complaints received under the mechanism.

20) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of the report.

21) SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there were no significant and material orders passed by any regulators/courts/tribunals that could impact the going concern status and the Company's operations in future.

22) INDUSTRIAL RELATIONS

The industrial relations remained cordial and peaceful throughout the year in the Company. The Directors wish to place on record their appreciation for the contribution of the workers and officers of the Company at all level.

23) ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as under:

i. CONSERVATION OF ENERGY

I. Steps taken or impact on conservation of energy.

The company remains in constant pursuit to carry out its activities in an environment friendly manner as well as to reduce the consumption of energy. This is monitored regularly and suitable actions are implemented wherever needed & feasible.

II. The steps taken by the company for utilizing alternate source of energy.

The Company takes adequate measures in conserving energy in all its activities.

III. Capital Investment on energy conservation equipment's: NIL

ii. TECHNOLOGY ABSORPTION

The Company strives continuously to use the updated technology in all its activities.

iii. FOREIGN EXCHANGE EARNINGS AND OUTGO Foreign Exchange Earnings: 1,84,50,810/- INR Foreign Exchange Outgo: NIL

24) REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

The Company has constituted a Nomination and Remuneration Committee in accordance with the requirements Section 178 of the Companies Act, 2013 read with the Rules made thereunder and Regulation 19 of the SEBI (LODR) Regulations, 2015. The details relating to the Committee are given in the Corporate Governance section forming a part of the Board Report.

The details of the remuneration of directors, key managerial personnel and employees in terms of Section 197(12) read with Companies (Appointment and Remuneration Managerial Personnel) 2014 are provided in Annexure- II to this report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee of the Company employed throughout the year that was in receipt of remuneration of rupees one crore two lakh or more. Further, during the year under review, there was no employee of the Company employed for a part of year who was in receipt of remuneration of rupees eight lakh and fifty thousand or more per month. Further, there were no employee(s) in the Company who was in excess of the remuneration drawn by the Managing Director during the financial year 2023-24 and held by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company.

The Company has not granted any loan to its employees for purchase of its own shares pursuant to section 67 of the Companies Act, 2013.

Furthermore, a list of top ten employees in terms of remuneration drawn during the unancial year 2023-24 is annexed with the report as Annexure- III.

A. STATUTORY AUDITORS

M/s. B G G & Associates, Chartered Accountants (ICAI Firm Registration No. 016874N), were appointed as the Statutory Auditors of the Company, for a second term of subsequent five years commencing from the financial year 2023-24, to hold office from the conclusion of the 34th Annual General Meeting until the conclusion of the 39th Annual General Meeting, to be held in 2028, on such remuneration plus service taxes, out-of-pocket expenses, etc. as may be mutually agreed upon by the Board of Directors and the Auditors. The Auditors have confirmed that they are eligible and not disqualified to continue as statutory auditors.

B. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s Satyendra Sharma & Associates, a firm of Company Secretaries in Practice (C.P.No.4843) to undertake the Secretarial Audit of the Company.

C. INTERNAL AUDITORS

The Company has appointed M/s Raj Singhal & Co., a reputed firm of Chartered Accountants as internal auditor of the Company to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational effciency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors' findings are discussed with the management and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve euciency in operations.

D. COST AUDITORS

In terms of the provisions of Section 148 of the Companies Acts, 2013 read with the Rules made there under, the provisions of maintenance of cost records and the provisions of cost audit are not applicable to your Company.

E. AUDITORS' REPORT

a) The Auditors' Reports for the financial year 2023-24 does not contain any qualification, reservation or adverse remark. Further, the report read together with the notes on accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. The Auditors' Report is enclosed with the financial statements in this Annual Report.

b) The Secretarial Auditors' Report (Form MR-3) for the financial year 2023-24 is enclosed as Annexure IV to the Board's Report in this Annual Report. The Secretarial Audit Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark.

26) REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported any instance of fraud committed against the Company by its oucers or employees under Section 143(12) of the Companies Act, 2013

27) CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 and Rules framed thereunder for Corporate Social Responsibility (CSR) are not applicable to your Company.

28) SECRETARIAL STANDARDS

Your Directors state that applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by Ministry of Corporate Affairs (MCA) have been duly followed by Company.

29) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, we hereby state:

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation and that there are no material departures;

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit and loss of the Company for that period;

iii) 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;

iv) that the directors have prepared the Annual Accounts on a going concern basis.

v) that the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

30) MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the provision of Regulation 34(2)(e) read with Schedule V of SEBI (LODR) Regulations, 2015, a Management Discussion & Analysis Report, for the unancial year under review, is presented in a separate section forming a part of the Annual Report. This report is annexed herewith as "Annexure -V".

31) PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

Your Directors state that during the year under review, pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, there were no complaints or cases uled pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32) REGISTRAR AND SHARE TRANSFER AGENT Link Intime India Pvt. Ltd.

Noble Heights, 1st Floor,

NH-2 C-1, Block LSC,

Near Savitri Market,

Janakpuri, New Delhi - 110058

33) PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the revised 'Code of Conduct to regulate, monitor and report trading by designated persons in Listed or Proposed to be Listed Securities' of the Company ('the Insider Trading Code'). The object of the Insider Trading Code is to set framework, rules and procedures, which all concerned should follow, both in letter and spirit, while trading. The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ('the Code') in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018 and formulated a Policy for determination of 'legitimate purposes' as a part of the Code. The Code also includes policy and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information ('UPSI') and aims at preventing misuse of UPSI.

The policy and the procedures are periodically reviewed and Trading window closure is intimated to all concerned and to the Stock Exchanges in advance. A digital platform is being maintained by the Company, which contains the names and other prescribed particulars of the persons covered under the Insider Trading Code.

34) DISCLOSURE OF AGREEMENT

There are no agreements which are required to be reported in accordance with clause 5A of paragraph A of Part A of Schedule III of these regulations.

35) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As the company is not falling under the Top-1000 listed entities, the provisions of regulation 34(2)(f) of the Listing Regulations pertaining to the Business Responsibility and Sustainability Report (BRSR), are not applicable.

36) CORPORATE GOVERNANCE

Pursuant to regulation 15(2) of Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 provisions of regulation 27 i.e. Corporate Governance and Para C, D & E of Schedule V of SEBI (LODR) Regulations, 2015 are not applicable to the Company.

37) POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2024, the Board consist of 6 members, three of whom are executive/whole-time directors and three are independent directors. The Board periodically evaluates the need for change in its composition and size.

The policy of the Company on director's appointment and other matters provided under sub section 3 of section 178 of the Companies Act, 2013 can be assessed at

https://www.howardhotelsltd.com/ files/ugd/3c3272 557c36b94b334010967366f8fb85b12a.pdf.

38) ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year 2023-24 is uploaded on the website of the Company and the same is available on: https://www.howardhotelsltd.com.

39) STATEMENT CONTAINING SALIENT FEATURES OF SUBSIDIARIES. JOINT VENTURE ASSOCIATE COMPANIES

During the year under review, your Company does not have any Subsidiary Company or joint venture Company.

40) BOARD POLICIES/CODES

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI (LODR), Regulations, 2015, the details of the policies/codes approved and adopted by the Board are uploaded on Company's website:

https://www.howardhotelsltd.com/copy-of-documents-information

41) FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board and its powers) Rules, 2014 and SEBI (LODR), Regulations, 2015, your Company has adopted familiarization programs for Independent Directors and other directors to familiarize them with the Company, their role, rights, responsibilities, nature of the industry in which the Company operates, business model, management structure, industry overview, internal control system and processes, risk management framework etc.

Your Company aims to provide its Independent Directors, insight into the Company's business model enabling them to contribute euectively. The details of familiarization programs may be accessed on the website of the Company, at:

https://www.howardhotelsltd.com/ files/ugd/3c3272 416ed04d72b74835b65ea3e2f81c1249.pdf

42) EVALUATION OF BOARD, COMMITTEES, DIRECTORS AND KMP

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the Pursuant to Sections 134(3)(p), 178(2) of the Companies Act, 2013 read with Part-VIII of Schedule IV of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

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

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the targets/criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Company has devised a policy for performance evaluation of Independent Directors, Board Committees and other Individual directors which includes criteria for evaluation of the non-executive directors which can be accessed at https://www.howardhotelsltd.com/ files/ ugd/3c3272 3e1c2ad490ba429bbd841ba33859da59.pdf.

43) INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY

The Company has put in place, an internal financial control system, within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 to ensure the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors and proper recording of financial & operational information, compliance of various internal control and other regulatory/statutory compliances.

All Internal Audit findings and control systems are periodically reviewed by the Audit Committee, which provides strategic guidance on internal control.

For the financial year ended March 31, 2024, your directors are of the opinion that the Company has adequate IFC commensurate with the nature and size of its business operations and it is operating euectively and no material weakness exists.

44) DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND SETTLEMENT OF LOAN, IF ANY

There were no applications made or any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

Further, there was no instance of valuation of amount for settlement of loan(s) from Banks and Financial Institutions.

45) ADDITIONAL INFORMATION TO SHAREHOLDERS

All important and pertinent investor's information such as financial results, policies/codes, disclosures and project updates are made available on the Company's website (www.howardhotelsltd.com) on a regular basis.

46) ACKNOWLEDGEMENT

The Board acknowledges with gratitude the assistance, co-operation and encouragement extended to the Company by Central Government, State Government, Financial Institutions, SEBI, Stock Exchanges, Custodian, Regulatory/Statutory Authorities, Registrars & Share Transfer Agent and other related Department of Tourism. Your directors thank the customers, client, vendors, dealers, Company's bankers and other business associates for their continuing support and unstinting efforts in the Company's growth. The Board also wishes to place on record their deep appreciation for the commitment displayed by all the executives, officers and staff, resulting in successful performance during the year. The company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors is also thankful to the stakeholders, shareholder and depositors for their continued patronage.