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Directors Report of Taj GVK Hotels & Resorts Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the Twentieth Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2015.

FINANCIAL RESULTS

The performance ofthe Company for the financial year ended 31st March 2015 is summarized below:

(RsIn Crores) PARTICULARS 2014-15 2013-14

Turnover 250.02 245.13

Profit before Depreciation, 50.72 56.77

Interest & Tax (PBDIT)

Less: Depreciation 24.77 24.64

Profit Before Interest & Tax 25.95 32.13

Less: Interest 27.77 23.40

Profit Before Tax / (loss) (1.83) 8.73

Less: Provision for

- Current Tax & Wealth Tax 1.90

- Deferred Tax 0.14 3.75

- MAT credit entitlement (1.90)

Profit After Tax / (loss) (1.97) 4.98

Balance brought forward 198.91 195.40

from previous year

Profit available for appropriation 196.95 200.38

Less:Proposed Dividend 0 1.25

Dividend Tax on the above 0 0.22

Transfer to General Reserve 0 —

Balance carried over to 196.95 198.91

balance sheet

Earnings per Share (-) (0.31) 0.79

INCOME

The Total Income for the year ended March 31, 2015 at -250.02 crores was higher than that of the previous year by 2%. While Room Income was higher by 4%, Food & Beverage income increased by 2% over the previous year, aided by growth in restaurant sales and banqueting income. During the year, the Company continued to face a challenging environment, wherein the Company owns / operates hotels and / or markets that are a source of business for us.

DEPRECIATION AND FINANCE COSTS

Depreciation for the year was marginally higher at -24.77 crores as compared to -24.64 crores for the previous year. Finance costs for the year ended March 31, 2015 was -27.7V crores which is higher by -4.3V crores than the finance costs of the preceding year.The company has re- financed the existing term loans with new Rupee Term Loans with a 2 year moratorium on the repayment of principle amount.

DIVIDEND

On account of the Loss after Tax reported by the Company during the current financial year, the Board of Directors do not recommend a dividend for the year 2014/15 (previous year -0.10 per share).

BUSINESS OVERVIEW

India's travel and tourism industry has huge growth potential. The medical tourism market in India is projected to hit US$ 3.9 billion mark this year having grown at a compounded annual growth rate (CAGR) of 27 per cent over the last three years, according to a joint report by FICCI and KPMG. Also, inflow of medical tourists is expected to cross 320 million by 2015 compared with V5 million in 2012. The tourism industry is also looking forward to the E-visa scheme which is expected to double the tourist inflow to India. Enforcing the electronic travel authorization (ETA) before the next tourism season, which starts in November, will result in a clear jump of at least 15 per cent.

ICRA ltd rating agency expects the revenue growth of Indian hotel industry strengthening to 9-11 per cent in 2015-16.

India is projected to be number one for growth globally in the wellness tourism sector in the next five years, clocking over 20 per cent gains annually through 2017, according to a study conducted by SRI International.

The policies and changes implemented by the Government of India have been instrumental in providing the necessary boost to the Indian tourism and hospitality industry and attracting more and more foreign tourists every year.

Government of India launched Tourist Visa on Arrival (TVoA) enabled by Electronic Travel Authorization (ETA), presently known as e-Tourist Visa scheme, on 27th November 2014 for 43 countries. The Government extended this Scheme to the citizens of Guyana and Sri Lanka in tanuary, 2015 and April, 2015, respectively. The e-Tourist Visa facility is extended to the nationals of 31 countries in May, 2015.

Even though the tourism sector in India is growing, it is over a narrow base. Considering India's potential, the gains made are relatively modest. Therefore a set of ambitious targets are required which define clear, cohesive, sustainable and equitable approaches to delivering performance in line with opportunities available for growth and diversification.

The growth of the tourism sector will have a direct and tangible impact on the Indian economy in terms of spreading benefits across the country including remote areas and providing employment and entrepreneurial opportunities to youth, women, marginalized sections of the society and those in the

informal sector. In addition tourism will facilitate the preservation of cultural and historical traditions. These positive outcomes on ecological, social, cultural and economic impacts along with a robust community involvement can be achieved by following a paradigm of responsible tourism as clearly defined by the UNWTO through their Global Code of Ethics.

Tourism, with its positive impact on economic growth, employment generation and sustainable development can, therefore, play a significant role in the achievement of the UN Millennium Development Goals, in particular those relating to eradication of poverty, gender equality, environmental sustainability and global partnerships for development.

BORROWINGS/ INDEBTNESS

The total borrowings stood at -269.35 crores as at March 31, 2015 as against -216.86 crores as on March 31, 2014, an increase of -52.49 crores.

EXPANSIONS / RENOVATION PLANS TAJ KRISHNA

Your Company has completed the construction of multi level car park, large banquet lawn and connecting bridge between Ta] Krishna and Ta] Deccan and the renovation of Swimming Pool, Spa / Gym in advance stage and will be completed during the current financial year. The additional facility will bring in more room and F&B business to both properties.

GINGER HOTEL PROJECT

The Company is also planning to enter the value for money segment through the 'Ginger' brand in the State of Telangana and Andhra Pradesh. The excavation works on the first Ginger hotel near the Shamshabad International Airport have been completed. The Company is expecting the final building approvals shortly and thereafter the construction work will start.

MUMBAI HOTEL PROJECT

The Company ]ointly with M/s. Greenridge Hotels & Resorts LLP (Greenridge - a GVK Company) through SPV M/s. Green Woods Palaces & Resorts Private Limited (Green Woods) is setting up a 5 Star Deluxe Luxury Hotel comprising of 279 rooms near Terminal 1C, Mumbai International Airport, Santacruz, Mumbai under the 'TAJ SANTACRUZ' brand. Necessary agreements to this effect have been entered into and the pro]ect work is progressing as per schedule. The Company invested -110.25 crores in the Hotel Pro]ect and the hotel shall commence commercial operations during the financial year 15-16.

BENGALURU HOTEL PROJECT

Company has been allotted around 7.5 acres land in Yellahanka, Bengaluru for hotel pro]ect. The construction of bridge across the land abutting Company land to connecting to National Highway is completed. The hotel building plans are under evaluation, and expect to approach the authorities shortly for building approval and there after the construction work will commence.

HUMAN RESOURCES

Your Company, operating in a competitive and dynamic environment, places great importance in the overall training and development of its employees, who make the decisive difference in the hotel industry.

The total strength of employees of your Company for the year under review was about 1857, which includes executives, bargainable staff, probationers, trainees, apprentices and outsourced contract employees.

Industrial Relations throughout the year continued to remain cordial.

QUALITY

The three properties at Hyderabad and the property at Chandigarh are HACCP (Hazard Analysis Critical Control Points) certified by the international certification agency BVQI. The 3 properties at Hyderabad and the property at Chandigarh, Chennai are also ISO 22000:2005 compliant by maintaining the desired norms for Food Safety Management Systems in Food & Beverage operations.

LISTING

The Equity Shares of your Company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. It may be noted that there are no payments outstanding to the Stock Exchanges by way of Listing Fees, etc.

NUMBER OP MEETINGS OP THE BOARD OP DIRECTORS

During the year 2014-15 four (4) Board meetings were held. And one independent directors meeting was held on 19.03.2015 as required under the schedule IV section vii of Companies Act, 2013

The dates on which the Board meetings were held are 12.05.2014, 01.08.2014, 30.10.2014 and 29.01.2015.

MECHANISM POR EVALUATION OP BOARD

Evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and individual Directors.

1. Criteria for evaluation of Board of Directors as a whole

i. The frequency of meetings;

ii. The length of meetings;

iii. The administration of meeting;

iv. The number of committees and their notes;

v. The flow of information to board members and between board members;

vi. The quality and quantity of information; and

vii. The Disclosure of information to the stakeholders.

2. Criteria for evaluation of the Individual Directors

i. Ability to contribute and monitor corporate governance practices;

ii. Ability to contribute by introducing best practices to address top management issues;

iii. Participation in long term strategic planning;

iv. Commitment to the fulfilment of director obligations and fiduciary responsibilities;

v. Guiding strategy

vi. Monitoring management performance and development;

vii. Statutory compliance & Corporate Governance;

viii. Attendance and contribution at Board / Committee meetings;

ix. Time spent by each of the member; and

x. Core competencies.

DIRECTORS

In accordance with the Companies Act, 2013 read with the Articles of Association of the Company, Mr. G V Sanjay Reddy and Mr. Krishnaram Bhupal, Directors, retires by rotation and being eligible offered themselves for re-appointment.

Mr. RakeshSarnahas been co-opted as an Additional Director on 30th October 2014 and shall hold the office up to this Annual General Meeting. Your company is in receipt of notice under section 160, 161(1) of the Companies Act, 2013 for his appointment as a Director liable to retire by rotation under the category of Promoter Non-executive Non-Independent Director of the Company. The Board recommends his appointment as Director liable to retire by rotation.

Mrs. Santha John has been co-opted as an Additional Director on 29th tanuary 2015 and shall hold the office up to this Annual General Meeting. Your company is in receipt of notice under section 160, 161(1) of the Companies Act, 2013 for her appointment as an Independent Director of the Company. The Board recommends the appointment of Mrs. Santha John, as an Independent Director not liable to retire by rotation and to hold office for a fixed term of 5 (five) years from the date of appointment.

RE-APPOINTMENT OP INDEPENDENT DIRECTORS UNDER SECTION 149 (10) OP THE COMPANIES ACT, 201Q

Mr. K Jayabharath Reddy, Mr. D R Kaarthikeyan, Mr. M B N Rao, Mr. Ch G Krishna Murthy and Mr. S Anwar, Directors who were appointed as an Independent Directors liable to retire by rotation, the Company has received individual notice from shareholder(s) proposing them as an Independent Directors not liable to retire by rotation. The Board recommends the appointment of Mr. K Jayabharath Reddy Mr. D R Kaarthikeyan, Mr. M B N Rao, Mr. Ch G Krishna Murthy and Mr. S Anwar, Directors, as an Independent Directors not liable to retire by rotation and to hold office for a fixed term of 5 (five) years from the date of appointment.

SECRETARIAL AUDIT

Your Company appointed M/s. Narender & Associates, Practicing Company Secretaries, (C.P. No.5024) Hyderabad to conduct the Secretarial Audit of the Company as per the provisions under section 204(1) of the Companies Act, 2013 and other laws as applicable for the financial year 2014-15. The Report in Form MR-3 is enclosed as Annexure - 1 to this Annual Report and there are no adverse observations by the Secretarial Auditors other than the amount not spent on Corporate Social Responsibility (CSR) expenses during financial year 2014-15. The detailed explanation on this is captured under the head "CSR".

INTERNAL AUDITORS

Pursuant to section 138 and any other applicable provisions of the Companies Act, 2013, M/s. PKF Sridhar & Santhanam, Chartered Accountants, Chennai has been appointed as the internal auditors for the financial year 2014-15.

AUDIT COMMITTEE

Audit Committee consists of the following Directors namely Mr. K tayabharath Reddy, Chairman, Mr. Rakesh Sarna, Mr. Anil P Goel, Mr. M B N Rao, Mr. D R Kaarthikeyan and Mr. C D Arha.

Except Mr. Rakesh Sarna and Mr. Anil P Goel all the members of the Audit Committee are Independent Directors.

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

STATUTORY AUDITORS

The Statutory Auditors, M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. Your Directors propose the re-appointment of M/s Brahmayya & Co., as Statutory Auditors

to hold office until the conclusion of the next Annual General Meeting of the Company.

M/s. Brahmayya & Company, Chartered Accountants (Regn. No.000513S) have issued Auditors' Report for the Financial Year ended 31st March, 2015 and there are no qualifications in Auditors' Report.

PUBLIC DEPOSITS

During the year under review, your company has neither invited nor accepted any deposits from the public.

INSURANCE

All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company.

THE DETAILS OP SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future as per Annexure - 2 to this Annual Report.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments in the business operations of the company for the financial year ended 31st March, 2015 to the date of signing of the Director's Report.

STATEMENT UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There are no employees drawing remuneration of more than -60 lacs or drawing remuneration of -5 lacs per month if employed part of the year as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) rules 2014 as per Annexure - 3 to this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b. The directors had 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 at the end of the financial year i.e. 31st March 2015 and of the profit and loss of the Company for that period.

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The directors had prepared the annual accounts on a going concern basis; and

e. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organisation. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit function monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.

f. 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.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB SECTION 6 OF SECTION 149

The independent Directors have submitted the declaration of independence, as required pursuant section 149(6) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub section 6.

NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee consists of the following directors namely Mr. K layabharath Reddy, Chairman, Mr. Rakesh Sarna, Mr. D R Kaarthikeyan and Mr. C D Arha.

Brief description of terms of reference:

- Identifying persons who are qualified to become directors and

- Identifying persons who may be appointed as Key Managerial Person, senior management in accordance with the criteria laid down and recommend to the Board for their appointment and removal;

- Carry on the evaluation of every director's performance;

- Formulation of the criteria for determining qualifications, positive attributes and independence of a director;

- Recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

- Formulation of criteria for evaluation of Independent Directors and the Board;

- Devising a policy on Board diversity; and

- Any other matter as the Board may decide from time to time.

The Brief Policy for Selection of Directors and determining Directors' independence is annexed to this report.

NOMINATION AND REMUNERATION POLICY The objectives of the Policy

1) To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

2) To determine remuneration based on the Company's size and financial position and trends and practices on remuneration prevailing in peer Companies.

3) To carry our evaluation of the performance of Directors,

4) To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations.

5) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

The brief Nomination and Remuneration policy is annexed to this report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditors' certificate on the compliance of Corporate Governance are annexed and form part of the Annual Report.

RISK MANAGEMENT COMMITTEE

Pursuant to Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are set out in the Corporate Governance Report.

Risk Management Committee consists of the following persons namely Ms. G. Indira Krishna Reddy - Managing Director, Ms. Shalini Bhupal - Executive Director, General Managers of Hotel TAl Krishna, Hotel TAl Deccan, Hotel TAl Banjara and Hotel Vivanta By Taj, Begumpet. Mr. l Srinivasa Murthy, CFO & Company Secretary acts as secretary to the committee.

The Company has a robust Risk Management framework to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on business objective and enhance the Company's competitive advantage. The risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting.

The framework enables risks to be appropriately rated and graded in accordance with their potential impact and likelihood. The two key components of risks are the probability (likelihood) of occurrence and the impact (consequence) of occurrence, if the risk occurs. Risk is analyzed by combining estimates of probability and impact in the context of existing control measures.

Existing control measures are evaluated against Critical Success Factors (CSFs) and Key Performance Indicators (KPIs) identified for those specific controls. Guiding principles to determine the risk consequence (impact), probability of occurrence (likelihood factor) and mitigation plan effectiveness have been set out in Risk Register.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organization. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.

EXTRACTS OF ANNUAL RETURN

The extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule IP of Companies (Management and Administration) Rules, 2014 is enclosed as Annexure - 4 to this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of Loans, Guarantees, Investments given during the Financial Year ended March, 31, 2015 is enclosed as Annexure - 5 to this Annual Report in compliance with the provisions of section 186 of the Companies, Act, 2013 read with Companies (Meetings of Board and its powers) Rules, 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB SECTION I OF SECTION 188 OF THE COMPANIES ACT, 2013

The company has not entered into any related party contracts/ agreements during the year under review. But the company has executed the Hotel Operating Agreements (HOA) for management and operation of the hotels with M/s Indian Hotels Company Limited (IHCL) and they are continuing contracts and no terms are changed or amended during the year under review. The company has placed the existing Related party agreements/ contracts to Audit Committee and Board for ratification at the meeting held on 29.01.2015.

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: www.tajgvk.in under the corporate policies section.

Contracts / arrangement entered to by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 which are at arm's length basis is furnishing as Annexure - 6 to this Annual Report.

TRANSFER OF AMOUNT TO RESERVES

As the company reported Loss after tax, the company does not propose to transfer any amount to reserves.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Corporate Social Responsibility (CSR) Committee consists of the following directors namely Mrs. G Indira Krishna Reddy, Managing Director, Mr. D R Kaarthikeyan, Independent Director and Mr. Ch G Krishna Murthy, Independent Director.

CSR policy was adopted by the Board of Directors on the recommendation of CSR committee. Report on CSR as per Rule 8 of Companies (CSR Policy) Rules, 2014 is prepared, and average net profits of the Company for last three Financial Years is -2,854.50 lacs and prescribed 2% expenditure for the Financial Year 2014-15 is -57.09 lacs. The policy is uploaded on the Company's website:www.tajgvk.in under the corporate policies section.

During the year under review, the company has not spent any amount earmarked for the CSR activities due to delay in execution and handing over of the Lake by Bangalore Development Authority (BDA). The company executed MOU with BDA for development and maintenance of lake before the company's land at Yelahanka, Bangalore. The entire amount pertaining to FY 14-15 and FY15-16 shall be utilized towards the development of lake during the current financial year.

VIGIL MECHANISM

The Board of Directors has adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis of the financial condition and results of operations of the Company for the period under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given as separate statement in the Annual Report.

OTHER INFORMATION

The Audit Committee of the Company reviewed the financial statements for the year under review at its meeting held on

11th May 2015 and recommended the same for the approval of the Board of Directors.

Information to be furnished under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Disclosure of information under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Director's Report as per Annexure - 7 to this Annual Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OE WOMEN AT The Workplace (Prevention, Prohibition 8 REDRESSAL) ACT, 2013

"The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15

Number of complaints received : 1

Number of complaints disposed off : 1

DISCLOSURE OE INEORMATION AS REQUIRED UNDER SECTION 134(3)(m) OE THE COMPANIES ACT, 2013 (ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014

(I) CONSERVATION OE ENERGY

The Company continued to focus on energy conservation measures during the year. Measures include replacement of incandescent lights with low power consumption LED lights, compact fluorescent and IR lights, installation of solar films to reduce heat loads, replacement of old chiller with energy efficient Screw chiller replacement of old boilers with high efficiency boilers and installation of high efficiency secondary treatment plants with improved recycling. Besides these, operational measures were continued to reduce energy consumption by regulating chiller set points according to ambient temperatures, minimizing steam consumption by optimizing steam utilization in kitchens and laundries.

Some of the actions planned for next year include replacement of energy intensive pumps with high efficiency pumping systems, replacement of energy intensive fans with energy efficient fans and the increased use of Secondary Treatment Plant water for cooling towers. Operational measures include close monitoring and control of energy consumption and

frequent energy audits by the hotel Engineering Department.

Your Company remains focused on giving importance towards conservation of energy, which results in savings in consumption of electricity, a significant component of the energy cost, in an ongoing process.

(II) TECHNOLOGY ABOSORPTION

The Company continues to absorb and upgrade modern technologies and advanced hotel management techniques in various guest contact areas, which includes wireless internet connectivity in all the hotels.

(iii) EOREIGN EXCHANGE EARNINGS AND OUTGO

As 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,the information relating to foreign exchange earnings and outgo is given in Note No. 21(iii) is prepared and the same is hereunder.

RsIn lacs

Particulars March 31, 2015 March 31, 2014

Used 253 83 3 71.51

Earned 4163.46 4698.84

acknowledgements

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from customers, banks, suppliers, shareholders, Central and State Governments and other statutory authorities and others associated with the Company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by employees at all levels, which enabled the Company to achieve sustained growth in the operational performance during the year under review. By Order of the Board of Directors For TAJGVK Hotels 8 Resorts Limited

Dr G V Krishna Reddy Place: Hyderabad Chairman Date: 11th May, 2015 DIN00005212

Registered Office: Taj Krishna, Road No.1, Banjara Hills, Hyderabad 500 034. CIN: L40109AP1995PLC019349 Email: tajgvkshares.hyd@tajhotels.com Website: www.tajgvk.in Ph No. : 040- 66662323


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the Eighteenth Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2013 is summarized below:

(Rs.in crores)

Particulars 2012-13 2011-12

Turnover 254.23 255.94

Profit before Depreciation, Interest & Tax (PBDIT) 60.80 80.02

Less: Depreciation 24.85 22.10

Profit Before Interest & Tax 35.95 57.92

Less: Interest 22.35 15.14

Profit Before Tax 13.60 42.78

Less: Provision for

- Current Tax & Wealth Tax 3.05 8.70

- Deferred Tax 4.82 13.48

- MAT credit entitlement (3.05) (8.70)

- Short provision for earlier years - (0.03) Profit After Tax 8.78 29.33

Balance brought forward from previous year 191.28 177.88

Profit available for appropriation 200.06 207.21

Less: Proposed Dividend 3.13 9.40

Dividend Tax on the above 0.53 1.53

Transfer to General Reserve 1.00 5.00

Balance carried over to balance sheet 200.06 207.21

Earnings per Share (Rs.) 1.40 4.68

OPERATIONS / PERFORMANCE

During the year 2012-13 your Company''s turnover decreased by 1% from Rs.255.94 crores to Rs.254.23 crores. The gross operating profit (PBDIT) was lower by 24% at Rs.60.80 crores from the previous year''s Rs.80.02 crores and the net profit was lower by 70% in the current year at Rs.8.78 crores compared to Rs.29.33 crores of the previous year.

DIVIDEND

Your Directors are pleased to recommend a dividend of 25% (Rs.0.50 per equity share) on the Equity Shares of the Company for the financial year 2012-13. The outflow on account of the dividend would be Rs.3.67 crores including tax on Dividend.

EXPANSION PLANS Taj Krishna

The construction of an additional car parking facility along- with connecting bridge at the existing premises of Taj Krishna has been completed.

Work has started on a 20,000 sq.ft. open banqueting facility over the car park which will attract larger functions, exhibitions, conferences and events and with the synergy already available between Taj Krishna and Taj Deccan with the interconnecting brigde, the additional facility will bring in more room and F & B business to both properties. Further, the landscaping at Taj Krishna is also planned to be improved along with a new swimming pool, fitness centre and Jiva Spa.

GINGER HOTEL PROJECTS

The Company is also planning to enter the value for money segment through the ''Ginger'' brand in Andhra Pradesh. Various options are being worked out by the Ginger team based on the market survey.

INVESTMENT IN MUMBAI HOTEL PROJECT

The Company jointly with M/s. Greenridge Hotels and Resorts LLP (Greenridge - a GVK Company) through its SPV M/s. Green Woods Palaces & Resorts Private Limited (Green Woods) are setting up a 5 Star Deluxe (Luxury category) Hotel Project comprising of 275 rooms near Terminal 1C, at Mumbai International Airport Private Limited (MIAL), Santacruz, Mumbai under the ''TAJ'' brand.

Necessary agreements to this effect have been entered into and the work is progressing well on this project. TAJGVK in tranches would invest around ''110.25 crores in the Hotel Project.

OTHER PLANS

Company has been allotted around 6 acres land in Yellahanka, Bengaluru for hotel project. The Company is building a bridge across the land abutting Company land to connect the National Highway. The hotel building plans are under evaluation.

HUMAN RESOURCES

Your Company, growing in a competitive and dynamic environment, places great importance in the overall training and development of its employees, who make the decisive difference in the hotel industry.

The total strength of employees of your Company for the year under review was about 1969, which included executives, bargainable staff, probationers, trainees, apprentices and contract employees.

Industrial Relations throughout the year continued to remain cordial.

QUALITY

The three properties at Hyderabad and the property at Chennai are ISO 22000:2005 compliant by maintaining the desired norms for Food Safety Management Systems in Food

& Beverage operations.

LISTING

The Equity Shares of your Company are listed on Bombay Stock Exchange Limited and The National Stock Exchange of India Limited. It may be noted that there are no payments outstanding to the Stock Exchanges by way of Listing Fees, etc.,

DIRECTORS

During the year Dr. Abid Hussain, Independent Director expired on 21st June, 2012. Dr. Abid Hussain was the Director since 2001. The Board acknowledged the immense contribution of Dr. Abid Hussain and deeply regretted his demise.

In accordance with the Companies Act, 1956 read with the Articles of Association of the Company, Mr. D R Kaarthikeyan, Mr. P Abraham, Mr. K Jayabharath Reddy and Mr. Krishnaram Bhupal Directors, retire by rotation and being eligible have offered themselves for re-appointment.

Mr. S Anwar has been co-opted as an Additional Director on 4th February 2013 and shall hold the office up to this Annual General Meeting. Your company is in receipt of individual notice under section 257 of the Companies Act, 1956 for his appointment as Director of the company. Your Board recommends the above appointment/ reappointment of Directors in the best interest of the company.

INTERNAL AUDIT

M/s. A F Fergusson & Company, Chartered Accountants, Hyderabad acting as the internal auditors, have been conducting periodic audit of the operations of the Company, and the Audit Committee has reviewed their findings.

AUDITORS

The Statutory Auditors, M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. Your Directors propose the reappointment of M/s Brahmayya & Co., as Statutory Auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

PUBLIC DEPOSITS

During the year under review, your company has neither invited nor accepted any deposits from the public.

PARTICULARS OF EMPLOYEES

Information as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 will be made available on request by the Members.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Board of Directors, based on the representations received from the Operations Management, hereby confirms that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has applied them consistently and made judgements 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 31st March 2013 and of the profit of the Company for that period.

iii. It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognised while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditors'' certificate on the compliance of Corporate Governance are annexed and form part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis of the financial condition and results of operations of the Company for the period under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given a separate statement in the Annual Report.

IMPACT ON HOSPITALITY BUSINESS

The year 2012-13 was a challenging and tough year due to influx of competition, slow down in the Indian economy along with global economic crisis. Though the storm had passed there were still signs of turbulent weather for the global hospitality industry in the year 2012-13. As whole, the industry looked pretty bright in many parts of the world. There were some geographies of the globe that did well, while other geographies struggled to achieve positive growth. An increase in the supply of new hotel rooms put pressure on hotel rates throughout the season, but efforts on achieving higher occupancy rates and garnering higher food and beverage business helped the hotel industry sail through this year.

OTHER INFORMATION

The Audit Committee of the Company reviewed the financial statements for the year under review at its meeting held on 30th April 2013 and recommended the same for the approval of the Board of Directors. Your Company''s effort towards conservation of energy, which results in savings in consumption of electricity, a significant component of the energy cost, is an ongoing process.

The Company continues to absorb and upgrade modern technologies and advanced hotel management techniques

in various guest contact areas, which includes wireless internet connectivity in all the hotels.

FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1)(e) of the Companies Act, 1956, read with rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to foreign exchange earnings and outgo is given in Note No.22 iii & iv.

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from customers, banks, suppliers, shareholders, Central and State Governments and other statutory authorities and others associated with the Company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by employees at all levels, during the year under review.

By Order and on behalf of the Board

Dr. G V Krishna Reddy Executive Chairman

Place: Hyderabad

Date: 30th April 2013

Registered Office:

Taj Krishna, Road No.1

Banjara Hills, Hyderabad - 500 034


Mar 31, 2012

The Directors have pleasure in presenting the Seventeenth Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2012 is summarized below:

(Rs in crores)

Particulars 2011/12 2010/11

Turnover 255.94 260.66

Profit before Depreciation, Interest & Tax (PBDIT) 80.02 97.74

Less: Depreciation 22.10 20.61

Profit Before Interest & Tax 57.92 77.03

Less: Interest 15.14 11.30

Profit Before Tax 42.78 65.73

Less: Provision for

- Current Tax & Wealth Tax 8.70 19.22

- Deferred Tax 13.48 3.19

- MAT credit entitlement (8.70) -

- Short provision for earlier years (0.03) (0.02)

Profit After Tax 29.33 43.34

Balance brought forward from previous year 177.88 159.12

Profit available for appropriation 207.21 202.46

Less: Proposed Dividend 9.40 12.54

Dividend Tax on the above 1.53 2.03

Transfer to General Reserve 5.00 10.00

Balance carried over to balance sheet 207.21 177.88

Earnings per Share (Rs) 4.68 6.91

OPERATIONS / PERFORMANCE

During the year 2011-12 your Company's turnover decreased by 2% from Rs260.66 crores to Rs255.94 crores. The gross operating profit (PBDIT) was lower by 18.04% at Rs80.02 crores from the previous year's Rs97.64 crores and the net profit was lower by 32.33% in the current year at Rs29.33 crores compared to Rs43.34 crores of the previous year.

DIVIDEND

Your Directors are pleased to recommend a dividend of 75% (Rs 1.50 per equity share) on the Equity Shares of the Company for the financial year 2011/12. The outflow on account of the dividend would be Rs10.93 crores including tax on Dividend.

INVENTORY ADDITION

During the financial year 2011-12, new five star hotel by name Vivanta By Taj Begumpet, Hyderabad became operational. This 181 room hotel was well received by the city and with this expansion, the Company's room inventory has gone up from 902 rooms to 1083 rooms.

EXPANSION PLANS

Taj Krishna

The construction of an additional Car parking facility along- with enhanced landscaping and connecting bridges at the existing premises of Taj Krishna is nearing completion.

GINGER HOTEL PROJECTS

The Company is also planning to enter the value for money segment through the 'Ginger' brand in Andhra Pradesh. The excavation works on the first Ginger hotel on a site located near the Shamshabad International Airport have been completed and civil work is expected to commence shortly. INVESTMENT IN MUMBAI HOTEL PROJECT The Company jointly with M/s. Greenridge Hotels & Resorts Private Limited (Greenridge - a GVK Company) through its SPV M/s. Green Woods Palaces & Resorts Private Limited (Green Woods) are setting up a 5 Star Deluxe (Luxury category) Hotel Project comprising of 275 rooms near Terminal 1C, Santacruz, Mumbai at Mumbai International Airport under the 'TAJ' brand. Necessary agreements to this effect have been entered into. TAJGVK in tranches would invest around Rs110.25 crs in the Hotel Project.

OTHER PROJECTS

Company has been allotted around 6 acres land in Yellahanka Bengaluru for hotel project. Plans are under evaluation. HUMAN RESOURCES

Your Company, growing in a competitive and dynamic environment, places great importance in the overall training and development of its employees, who make the decisive difference in the hotel industry.

The total strength of employees of your Company for the year under review was about 1956, which included executives, bargainable staff, probationers, trainees, apprentices and contract employees.

Industrial Relations throughout the year continued to remain cordial.

QUALITY

The three properties at Hyderabad and Chandigarh property are HACCP (Hazard Analysis Critical Control Points) certified by the international certification agency BVQI. The 3 properties at Hyderabad, Chandigarh and Chennai are also ISO 22000:2005 compliant by maintaining the desired norms for Food Safety Management Systems in Food & Beverage operations.

LISTING

The Equity Shares of your Company are listed on Bombay Stock Exchange Limited and The National Stock Exchange of India Limited. It may be noted that there are no payments outstanding to the Stock Exchanges by way of Listing Fees, etc. DIRECTORS

During the year 2011, Mr. Ajit Singh, Independent Director expired on 24th December, 2011. Mr. Ajit Singh was the Director since 2009 and he was also a Director in the erstwhile GVK Hotels Limited and the Company has availed his services for the Hospitality business since inception of the GVK's flagship hotel under the name Krishna Oberoi. The Board acknowledged the immense contribution of Mr. Ajit Singh and deeply regretted his demise.

In accordance with the Companies Act, 1956 read with the Articles of Association of the Company, Mr. G V Sanjay Reddy, Dr. Abid Hussain, Dr. A Ramakrishna and Mr. M B N Rao Directors, retire by rotation and being eligible have offered themselves for re-appointment.

Mrs. Deepa Misra Harris, Mr. Ch G Krishna Murthy have been co-opted as an Additional Directors on 30th January 2012, 30th April 2012 respectively and shall hold the office up to this Annual General Meeting. Your company is in receipt of individual notice under section 257 of the Companies Act, 1956 for their appointment as Director of the company.

Your Board recommends the above appointments/ reappointment of Directors in the best interest of the company.

INTERNAL AUDIT

M/s. A F Fergusson & Company, Chartered Accountants, Hyderabad acting as the internal auditors, have been conducting periodic audit of the operations of the Company, and the Audit Committee has reviewed their findings.

AUDITORS

The Statutory Auditors, M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. Your Directors propose the reappointment of M/s Brahmayya & Co., as Statutory Auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

PUBLIC DEPOSITS

During the year under review, your company has neither invited nor accepted any deposits from the public.

PARTICULARS OF EMPLOYEES

Information as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 will be made available on request by the Members. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Board of Directors, based on the representations received from the Operations Management, hereby confirms that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has applied them consistently and made judgements 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 31st March 2012 and of the profit of the Company for that period.

iii. It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognised while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditors' certificate on the compliance of Corporate Governance are annexed and form part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis of the financial condition and results of operations of the Company for the period under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given a separate statement in the Annual Report.

IMPACT ON HOSPITALITY BUSINESS

The hospitality business is presently passing through a challenging phase with increasing inventory and competition. However the medium and long term prospects of the industry remain intact with growing demand in a booming economy. OTHER INFORMATION

The Audit Committee of the Company reviewed the financial statements for the year under review at its meeting held on 30th April 2012 and recommended the same for the approval of the Board of Directors. Your Company's effort towards conservation of energy, which results in savings in consumption of electricity, a significant component of the energy cost, is an ongoing process.

The Company continues to absorb and upgrade modern technologies and advanced hotel management techniques in various guest contact areas, which includes wireless internet connectivity in all the hotels.

FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1)(e) of the Companies Act, 1956, read with rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to foreign exchange earnings and outgo is given in Note No.21 (iii).

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from customers, banks, suppliers, shareholders, Central and State Governments and other statutory authorities and others associated with the Company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by employees at all levels, which enabled the Company to achieve sustained growth in the operational performance during the year under review.

By Order and on behalf of the Board

Place: Hyderabad G V Krishna Reddy

Date: 30th April 2012 Executive Chairman

Registered Office:

Taj Krishna, Road No.1

Banjara Hills, Hyderabad - 500 034


Mar 31, 2011

The Directors have pleasure in presenting the Sixteenth Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2011.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2011 is summarised below:

(Rs. in Crores)

Particulars 2010/11 2009/10

Turnover 260.66 229.25 Profit before Depreciation,

Interest & Tax (PBDIT) 97.64 86.74

Less: Depreciation 20.61 19.61

Profit Before Interest & Tax 77.03 67.13

Less: Interest 11.30 12.17

Profit Before Tax 65.73 54.96

Less: Provision for

- Current Tax & Wealth Tax 19.22 15.02

- Deferred Tax 3.19 3.84

- Short provision for earlier years (0.02) (0.17)

Profit After Tax 43.34 36.27

Balance brought forward from previous year 159.12 147.47

Profit available for appropriation 202.46 183.74

Less: Proposed Dividend 12.54 12.54

Dividend Tax on the above 2.03 2.08

Transfer to General Reserve 10.00 10.00

Balance carried over to balance sheet 177.88 159.12

Earnings per Share (Rs.) 6.91 5.78

OPERATIONS / PERFORMANCE

The year 2010-11 saw a slight improvement in the GDP growth in the country. The Indian economy grew at 8.5% during the year 2010-11. The last two quarters of the fiscal saw the revival in growth rates across all sectors.

During the year 2010-11 your Companys turnover increased by 13.70% from Rs. 229.25 crores to Rs. 260.66 crores. The gross operating profit (PBDIT) was higher by 12.57% at Rs. 97.64 crores from the previous years Rs. 86.74 crores and the net profit was higher by 19.49% in the current year at Rs. 43.34 crores compared to Rs. 36.27 crores of the previous year.

DIVIDEND

Your Directors are pleased to recommend a dividend of 100% (Rs. 2.00 per equity share) on the Equity Shares of the Company for the financial year 2010/11. The outflow on account of the dividend would be Rs. 14.57 crores including tax on Dividend.

EXPANSIONS AT HYDERABAD

The civil works and interiors for the new five star hotel project site at Begumpet, Hyderabad is in advanced stages. As per asset light strategy of the Company, the owner of land has put up the structure and the Company is doing the interiors. The project would consist of around 181 rooms with cost of interiors estimated at around Rs. 100 crores, and is expected to be operational in 2011.

The Company is proposing the construction of a 12000 sq ft spa and an additional Car parking facility along-with enhanced landscaping and connecting bridges at the existing premises of Taj Krishna, at an estimated cost of Rs. 20 Crores. The excavation works have been completed and the construction work on the car-parking facility has commenced.

The Company is also planning to enter the value for money segment through the Ginger brand in Andhra Pradesh. The excavation works on the first Ginger hotel on a site located near the Shamshabad International Airport have been completed. The hotel is expected to be completed over the next two years.

HUMAN RESOURCES

Your Company, growing in a competitive and dynamic environment, places great importance in the overall training and development of its employees, who make the decisive difference in the hotel industry.

The total strength of employees of your Company for the year under review was about 1798, which included executives, bargainable staff, probationers, trainees, apprentices and contract employees.

Industrial Relations throughout the year continued to remain cordial.

QUALITY

The three properties at Hyderabad and the property at Chandigarh are HACCP (Hazard Analysis Critical Control Points) certified by the international certification agency BVQI. The 3 properties at Hyderabad are also ISO 22000:2005 compliant by maintaining the desired norms for Food Safety Management Systems in Food & Beverage operations.

LISTING

The Equity Shares of your Company are listed on Bombay Stock Exchange Limited and The National Stock Exchange of India Limited. It may be noted that there are no payments outstanding to the Stock Exchanges by way of Listing Fees, etc.

AWARDS

During the year 2011, your Companys Executive Chairman Dr. G V Krishna Reddy was conferred the prestigious Padma Bhushan award by the Government of India in the discipline of Trade and Industry from Andhra Pradesh. He has been a pioneer in private participation in infrastructure development, mainly in power, roads and urban landscape. The "Padma Bhushan" award is the third highest civilian award in the Republic of India. Dr G V Krishna Reddy is the Chairman of the diversified GVK Group, which operates also the Mumbai and Bengaluru Airports.

INTERNAL AUDIT

M/s. A F Fergusson & Company, Chartered Accountants, Hyderabad acting as the internal auditors, have been conducting periodic audit of the operations of the Company, and the Audit Committee has reviewed their findings.

AUDITORS

The Statutory Auditors, M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. Your Directors propose the re-appointment of M/s Brahmayya & Co., as Statutory Auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

PUBLIC DEPOSITS

During the year under review, your company has neither invited nor accepted any deposits from the public.

PARTICULARS OF EMPLOYEES

Information as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 will be made available on request by the Members.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Board of Directors, based on the representations received from the Operations Management, hereby confirms that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has applied them consistently and made judgements 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 31st March 2011 and of the profit of the Company for that period.

iii. It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognised while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditors certificate on the compliance of Corporate Governance are annexed and form part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis of the financial condition and results of operations of the Company for the period under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given in a separate statement in the Annual Report.

IMPACT ON HOSPITALITY BUSINESS

The hospitality business has revived riding on the booming Indian economy and improving Global economic factors.

OTHER INFORMATION

Disclosure of quantitative data details under section 211(4) of the Companies Act, 1956 has been notified under general exemption with effect from for the Financial Year 2010-11.

The Audit Committee of the Company reviewed the financial statements for the year under review at its meeting held on 28th April 2011 and recommended the same for the approval of the Board of Directors.

Your Companys effort towards conservation of energy, which results in savings in consumption of electricity, a significant component of the energy cost, is an ongoing process.

The Company continues to absorb and upgrade modern technologies and advanced hotel management techniques in various guest contact areas, which includes wireless internet connectivity in all the hotels.

FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1)(e) of the Companies Act, 1956, read with rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988,

the information relating to foreign exchange earnings and outgo is in Note Nos.11 (iii) and (iv) of the Notes to Balance Sheet and Profit and Loss Account.

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from customers, banks, suppliers, shareholders, Central and State Governments and other statutory authorities and others associated with the Company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by employees at all levels, which enabled the Company to achieve sustained growth in the operational performance during the year under review.

By Order and on behalf of the Board

Place : Hyderabad G V Krishna Reddy

Date : 28th April 2011 Executive Chairman

Registered Office:

Taj Krishna, Road No.1

Banjara Hills

Hyderabad - 500 034.




Mar 31, 2010

The Directors have pleasure in presenting the Fifteenth Annual Report of the Company together with the Audited Accounts for the year ended 31 st March 2010.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31 st March 2010 is summarised below:

(Rs. inCrores) Particulars 2009/10 2008/09 Turnover 229.25 238.21 Profit before Depreciation, Interest & Tax (PBDIT) 86.74 101.46 Less: Depreciation 19.61 13.61 Profit Before Interest & Tax 67.13 87.85 Less: Interest 12.17 6.16 Profit Before Tax 54.96 81.69 Less: Provision for - Current Tax & Wealth Tax 15.02 25.21 - Deferred Tax 3.84 3.32 - Fringe Benefit Tax - 0.31 - Short provision for earlier years (0.17) 0.09 Profit After Tax 36.27 52.76 Balance brought forward from previous year 147.47 116.68 Withdrawal of Foreign Exchange earnings reserve no longer utilised - 2.70 Profit available for appropriation 183.74 172.14 Less: Proposed Dividend 12.54 12.54 Dividend Tax on the above 2.08 2.13 Transfer to General Reserve 10.00 10.00 Balance carried over to balance sheet 159.12 147.47 Earnings per Share (Rs.) 5.78 8.42

OPERATIONS / PERFORMANCE

The year 2009-10 saw a slight dip in the GDP growth in the country. The Indian economy grew at 6.1 % during the year 2009-10. The last two quarters of the fiscal saw the revival in growth rates across all sectors.

During the year 2009-10 your Companys turnover fell by 4% from Rs.238.21 crores to Rs.229.25 crores. The gross operating profit (PBDIT) was lower by 14% at Rs.86.74 crores from the previous years Rs. 101.46 crores and the net profit was lower by 33% in the current year at Rs.54.96 crores compared to Rs.81.69 crores of the previous year.

Though the Companys financials were hit badly in the first half of the year, the recovery in second half moderated impact on annual results.

DIVIDEND

Your Directors are pleased to recommend a dividend of 1 00% (Rs.2.00 per equity share) on the Equity Shares of the

Company for the financial year 2009/10. The outflow on account of the dividend would be Rs.14.62 crores including tax on Dividend.

CHENNAI HOTEL

Taj Mount Road, Chennai recorded a cash profit for the year 2009-10. By breaking even at cash profit level in the first financial year of full operations, the Chennai property is bound to play a leading role in ramping up both total revenues and profitability of the Company for the 2010-11 fiscal.

EXPANSIONS AT HYDERABAD

The civil works and interiors for the new five star hotel project site at Begumpet, Hyderabad is progressing as per schedule. As per asset light strategy of the company, the owner of land has put up the structure and the company is doing the interiors. The project would consist of around 189 rooms with cost of interiors estimated at around Rs.80 crores, and is expected to be operational by 2011.

The Company is proposing the construction of service apartments (43 nos.), 7000 sq ft spa and the additional Car parking facility at the existing premises of Taj Krishna, at an estimated cost of Rs. 75 Crores. The excavation works for the car park facility has been completed and plans approved for multi level car parking to be build in first phase.

HUMAN RESOURCES

Your Company, growing in a competitive and dynamic environment, places great importance in the overall training and development of its employees, who make the decisive difference in the hotel industry.

The total strength of employees of your Company for the year under review was about 1769, which included executives, bargainable staff, probationers, trainees, apprentices and contract employees.

Industrial Relations throughout the year continued to remain cordial.

QUALITY

The three properties at Hyderabad and the properties at Chandigarh and Chennai are HACCP (Hazard Analysis Critical Control Points) certified by the international certification agency BVQI. The properties at Hyderabad and Chennai are also ISO 22000:2005 compliant by maintaining the desired norms for Food Safety Management Systems in Food & Beverage operations.

LISTING

The Equity Shares of your Company are listed on Bombay Stock Exchange Limited and The National Stock Exchange of India Limited. It may be noted that there are no payments outstanding to the Stock Exchanges by way of Listing Fees, etc.

AWARDS

During the year 2009, your Companys Executive Chairman Dr. G V Krishna Reddy was conferred the "Entrepreneur of

the Year, 2009" award and the award was given at the 12th Economic Times Awards for Corporate Excellence, held at Mumbai on 10th January, 2010. Mr. D R Kaarthikeyan, Director was conferred the prestigious Padma Shri award by the Government of India for the excellent services rendered by him during his tenure in various fields.

DIRECTORS

During the year 2009, Sri Somanadri Bhupal promoter director expired on 1st September 2009. Sri Bhupal was associated with GVK Croup of Companies for a long period of time and was member of Board of our Company right from its inception in 2000. The Board acknowledged the immense contribution of Sri Bhupal to development of the Company and deeply regretted his sudden demise.

The Board at its meeting held on January 29th, 2010 re- appointed Dr. G V Krishna Reddy as an Executive Chairman with effect from April 25th 2010 for a period of 5 years subject to the approval of the members of the Company. The resolution on re-appointment and remuneration of Dr. G V Krishna Reddy has been put up for consideration and approval of the members.

The Board at its meeting held on January 29th, 2010 re- appointed Mrs. G Indira Krishna Reddy as the Managing Director with effect from April 25th 2010 for a period of 5 years subject to the approval of the members of the Company. The resolution on re-appointment and remuneration of Mrs. G Indira Krishna Reddy has been put up for consideration and approval of the members.

In accordance with the Companies Act, 1956 read with the Articles of Association of the Company, Mr.G V Sanjay Reddy, Dr. Abid Hussain, Dr. A Ramakrishna, Mr. P Abraham and Mr. K Jayabharath Reddy Directors, retire by rotation and being eligible have offered themselves for re- appointment.

Mr.Krishnaram Bhupal, Mr. M B N Rao have been co-opted as an Additional Directors on 24th October 2009 and shall hold the office upto this Annual General Meeting. Your company is in receipt of individual notice under section 257 of the Companies Act, 1956 for their appointment as Director of the company.

Your Board recommends the above appointments/ reappointment of Directors in the best interest of the company.

INTERNAL AUDIT

M/s. A F Fergusson & Company, Chartered Accountants, Hyderabad acting as the internal auditors, have been conducting periodic audit of the operations of the Company, and the Audit Committee has reviewed their findings.

AUDITORS

The Statutory Auditors, M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. Your Directors propose the reappointment of M/s Brahmayya & Co., as

Statutory Auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

PUBLIC DEPOSITS

During the year under review, your company has neither invited nor accepted any deposits from the public.

PARTICULARS OF EMPLOYEES

Information as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 will be made available on request by the Members.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Board of Directors, based on the representations received from the Operations Management, hereby confirms that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has applied them consistently and made judgements 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 31st March 2010 and of the profit of the Company for that period.

iii. It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognised while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditors certificate on the compliance of Corporate Governance are annexed and form part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis of the financial condition and results of operations of the Company for the period under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given a separate statement in the Annual Report.

IMPACT ON HOSPITALITY BUSINESS

The hospitality sector as a whole was affected drastically due to global meltdown and the Mumbai terror attack, which

adversely impacted the occupancy levels and Average Room Revenues during the financial year 2009-10.

OTHER INFORMATION

The Department of Corporate Affairs under section 211(4) of the Companies Act, 1956 exempted your Company from disclosing quantitative particulars in the Annual Report for a period of three years with effect from the financial year 2007-08.

The Audit Committee of the Company reviewed the financial statements for the year under review at its meeting held on 27th April 2010 and recommended the same for the approval of the Board of Directors.

Your Companys effort towards conservation of energy, which results in savings in consumption of electricity, a significant component of the energy cost, is an ongoing process.

The Company continues to absorb and upgrade modern technologies and advanced hotel management techniques in various guest contact areas, which includes wireless internet connectivity in all the hotels.

FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1)(e) of the Companies Act, 1956, read with rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to foreign exchange earnings and

outgo is in Note Nos.10 (iv) and (v) of the Notes to Balance Sheet and Profit and Loss Account.

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from customers, banks, suppliers, shareholders, Central and State Governments and other statutory authorities and others associated with the Company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by employees at all levels, which enabled the Company to achieve sustained growth in the operational performance during the year under review.

By Order and on behalf of the Board Place : Hyderabad G V Krishna Reddy Date : 27th April 2010 Executive Chairman

Registered Office: Taj Krishna, Road No.1 Banjara Hills Hyderabad - 500 034.

 
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