Enter the first few characters of Company and click 'Go'

Directors Report of Taj GVK Hotels & Resorts Ltd.

Mar 31, 2019

DIRECTORSâ REPORT

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Fourth Annual Report of the Company together with the Consolidated and Standalone Audited Accounts for the year ended 31st March, 2019.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2019 is as below:

(Rs. In Crores)

	Standalone		Consolidated
Particulars	2018-19	2017-18	2018-19	2017-18
Total Revenue	324.09	290.88	324.09	290.88
Operating expenses	247.68	216.82	247.60	216.82
Depreciation	16.70	17.27	16.70	17.27
Finance cost	21.58	24.97	21.58	24.97
Profit Before Tax	38.13	32.20	38.05	32.20
Tax expense:
Current tax	12.37	7.40	12.37	7.40
Deferred tax	1.03	3.61	1.03	3.61
Short provision of tax of earlier years	0.41	-	0.41	-
Profit After Tax	24.32	21.19	24.24	21.19
Total Comprehensive Income for the year	24.24	21.19	27.11	20.57
Share of profit / (loss) from joint venture	-	-	2.88	(0.62)
Profit brought forward from previous year	231.18	212.93	219.61	201.98
Profit available for appropriation	255.42	234.12	246.73	222.55
Less: Dividend paid	3.76	2.51	3.76	2.51
Less: Dividend tax	0.66	0.43	0.66	0.43
Profit carried forward to Balance Sheet	251.00	231.18	242.31	219.61
Earnings per share (Rs.)	3.87	3.38	4.32	3.28

COMPANYâS PERFORMANCE

The total income for the year ended 31st March, 2019 increased by Rs.33.21 crores or 11% to Rs.324.09 crores, within the total income the Room Revenue increased by 8.50% mainly on account of improved Average Room Revenue (ARR) and occupancies. Food & Beverages (F&B) increased by 9.50% over the last year aided by growth in Banqueting Income. The Company could achieve higher Room and F&B Income for the year under review, due to buoyancy in the markets, where the Company Hotels are located mainly aided by higher occupancy and improved Banqueting business.

The occupancy increased from 63% to 66% and REVPAR also increased from Rs.3281 to Rs.3573.

DEPRECIATION AND FINANCE COSTS

Depreciation for the year was lower at Rs.16.75 crores as compared to Rs.17.27 crores for the previous year.

Finance costs for the year ended 31st March, 2019 was Rs.21.58 crores, which is lower by Rs.3.39 crores than previous year, on account of repayment of term loans, reduction in interest costs of the term loan and better working capital management.

TRANSFER OF AMOUNT TO RESERVES

The company does not propose to transfer any amount to reserves.

DIVIDEND

The Board of Directors are pleased to declare a dividend of Rs.0.60 (Rupees Sixty Paisa) per equity share of Rs.2/- each (i.e. 30%) for the Financial Year 2018-19. The total dividend distribution for the financial year amounts to Rs.376 lakhs plus Dividend Distribution Tax of Rs.66 lakhs. The total dividend payout shall be 18% of Profit After Tax (PAT) for the year.

The Dividend subject to approval of the Members at the Annual General Meeting on 25th July, 2019 will be paid on or after 29th July, 2019 to the Members whose names appear in the Register of Members as on the date of Book closure i.e., 18th July, 2019 to 25th July, 2019 (both days inclusive).

FINANCIAL RESULTS OF JOINT VENTURE (JV) COMPANY

The performance of Green Woods Palaces and Resorts Private Limited, the JV Company for the financial year ended 31st March, 2019 is as below :

(Rs. In Crores)

Particulars	2018-19	2017-18
Total Revenue	137.81	122.73
Operating expenses	80.97	74.30
Depreciation	25.17	25.66
Finance cost	23.67	25.92
Profit / (Loss) Before Tax	8.00	(3.15)
Tax expense:
Current tax	-	-
Deferred tax	2.12	(1.89)
Short provision of tax of earlier years	-	-
Profit / (Loss) After Tax	5.88	(1.26)
Earnings per share (Rs.)	0.78	(0.17)

CONSOLIDATED FINANCIAL PERFORMANCE

As required under the Listing Agreement entered into with the Stock Exchanges, a consolidated financial statement of the Company which includes Green Woods Palaces and Resorts Private Limited (the JV Company) is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rule, 2015 (as amended). The Company consolidated the proportional Profit after tax /( Loss after Tax) in accordance with Accounting Standards of Ind AS 110 read with Ind AS 28.

BORROWINGS / INDEBTNESS

The total long term borrowings of the company stood at Rs197.88 crores for the year ended 31st March, 2019 as compared to Rs.228.60 crores as at 31st March, 2018. During the financial year under review, the company repaid Rs30.72 crores.

BENGALURU HOTEL PROJECT

The Company has been allotted around 7.5 acres land in Yellahanka, Bengaluru for the hotel project. The construction of 2 bridge(s) across the land abutting Company land to connect to the National Highway is completed. During the year under review, the Company has completed the construction of compound wall to secure the site and also completed the rejuvenation of lake in front of the site as per the terms of MOU signed with Bengaluru Development Authority (BDA). Recently Honâble Supreme Court has set aside the Honâble National Green Tribunal ( NGT) order banning construction activity within 75 meters from the lake bed. On account of this favorable Judgment, the company is now planning to build around 250 rooms luxury hotel. The hotel building plans are under evaluation and the company is planning to submit the drawings shortly to government authorities.

HOTEL RENOVATION / REFURBISHMENTS :

TAJ KRISHNA

The Company has taken up the phased refurbishments works of Guest Rooms and during the financial year under review, the company completed the renovation/ refurbishment of 3 floors and also completed the renovation of Restaurants. The company is taking up renovation of 2 more floors during the financial year 2019-20.

TAJ DECCAN

The Company has taken up the phased refurbishments of Guest Rooms in TAJ Deccan and the mock-up construction in TAJ Deccan Rooms is underway and after receipt of mock-up approval, the renovation of 72 rooms will be taken up during Financial year 2019-20.

MEETINGS OF THE BOARD OF DIRECTORS

Five meetings of the Board of Directors were held during the year. Dates of the meetings are given in the Report on Corporate Governance.

DIRECTORS

Re-appointments

In accordance with the provisions of Companies Act, 2013 read with the Articles of Association of the Company, Dr.GVK Reddy and Mr. Krishna R Bhupal, Promoter Directors, retire by rotation and being eligible offered themselves for re-appointment.

Resignation/Cessation of office of Director

During the year Mrs. Santha Kunnenkeril John (DIN:00848172), has vacated the office of Director in the Company with effect from

01.02.2019 pursuant to provisions of section 167(1) of the Companies Act, 2013. The Board of Directors took the same on record. The Board of Directors placed on record its appreciation for the services rendered by her during the tenure as Director of company.

Mr. C D Arha (DIN:02226619) Non-Executive Independent Director of the Company completed his term of 5 years as Independent Director on 31.03.2019 and the Board of Directors placed on record its appreciation for the services rendered during his tenure as Director of the company.

Mr. A Rajasekhar (DIN:01235041), Non-Executive Independent Director of the Company completed his term of 5 years on 31.03.2019. The company proposes to re-appoint him for another term of 5 years and based on the recommendation of the Nomination and Remuneration Committee and Board of Directors appointed and recommends, the re-appointment of Mr. A Rajasekhar as Independent Director of the company by passing a special resolution.

Appointments

In order to comply with the SEBI (Listing Obligations and Disclosure Requirements) Regulations on Board composition of Promoter Directors and Independent Directors, the Board appointed Mr. A. Rajasekhar, Mr. N Sandeep Reddy and Mr. N Anil Kumar Reddy were appointed as an Additional Directors (Independent Directors) of the Company w.e.f. 15.05.2019 at their meeting held on 15.05.2019 under Section 161 of the Companies Act, 2013. The appointment is subject to the approval of the shareholders at the ensuing Annual General Meeting.

The Company also received i) consent in writing to act as a Directors in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014; ii) intimation in Form DIR-8 pursuant to terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that they are not disqualified as per Section 164(2) of the Companies Act, 2013; and iii) a declaration to the effect that he meets the criteria of independence as provided under Section 149 of the Companies Act, 2013.

Mr. A.Rajasekhar, Mr. N Sandeep Reddy and Mr. N Anil Kumar Reddy, Independent Directors shall hold office for a term of 5 years i.e.

15.05.2019 to 14.05.2024.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2019 are: Mrs. G Indira Krishna Reddy, Managing Director and Mr. J Srinivasa Murthy, CFO & Company Secretary of the Company.

PERFORMANCE EVALUATION CRITERIA FOR DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Board has carried out an Annual Evlauation of its own performance, Board Committees and Individual Directors.

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. Performance evaluation of independent directors was done by the entire Board, excluding the Independent Director being evaluated.

In a separate meeting of independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company and Whole time Directors was evaluated.

The Chairman of the Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria approved by the Board. Each Committee and the Board expressed satisfaction on the performance of each Director.

INDEPENDENT DIRECTORS DECLARATION

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 (the Act) and the Listing Regulations.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of Independent Directors as required under the Schedule IV of the Companies Act, 2013 was held on 15th March, 2019, without presence of Executive Directors. Such meeting was conducted to review and evaluate a) the performance of Non-Independent Directors and the Board as a whole, (b) the performance of the Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors and (c) assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors expressed their satisfaction with the performance of Non-Independent Directors and the Board as a whole and the Chairman of the Independent Directors meeting briefed the outcome of the meeting to the Chairman of the Board.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors have appointed M/s. Narender & Associates, Practicing Company Secretaries, (Certificate of Practice No.5024), Hyderabad to undertake the Secretarial Audit of your Company for the financial year 2018-19.

The Secretarial Audit Report does not contain any qualifications, reservation or adverse remarks. The Report in Form MR-3 is enclosed as Annexure-1.

AUDIT COMMITTEE

Details pertaining to composition of the Audit Committee are included in the Report on Corporate Governance. All the recommendations made by the Audit Committee were accepted by the Board.

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

STATUTORY AUDITORS

M/s.M. Bhaskara Rao & Co., Chartered Accountants (Firm Registration No.000459S) were appointed as Statutory Auditors of your Company to hold office from the conclusion of the 22nd AGM held in the year 2017, until the conclusion of the 27th AGM to be held in the year 2022.

Accordingly, M/s.M. Bhaskara Rao & Co, Chartered Accountants, Statutory Auditors of the Company will continue till the conclusion of Annual General Meeting to be held in 2022. In this regard, the Company has received a Certificate from the Auditors to the effect that their continuation as Statutory Auditors, would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Auditors Report

The Statutory Auditors have issued unmodified opinion in their Consolidated and Standalone Auditorâs Report for the financial year ended 31st March, 2019 and there are no qualifications, reservations or adverse remarks in the Auditorâs Report.

INTERNAL AUDITORS

The Board of Directors of the Company have appointed M/s. Price Waterhouse & Co., as Internal Auditors to conduct Internal Audit of the Company for the Financial Year 2018-19 and the Internal Auditors have presented the observations to the Audit Committee at their meeting held on 15.05.2019.

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 OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS

There were no instances of non-compliance by the company and no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.

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, 2019 to the date of signing of the Directorâs Report.

INFORMATION TO BE FURNISHED UNDER RULE 5(1) OF COMPANEIS (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Disclosure of information under Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Directorâs Report is annexed to this Report.

STATEMENT UNDER Rule 5(2) of COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There are no employees drawing remuneration of more than Rs.102 lakhs or drawing remuneration of Rs.8.50 lakhs 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.

REPORT ON THE INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

The statutory auditors of the company have tested the financial controls and they have not found any adverse/ non-compliance of the control mechanisms.

DIRECTORSâ RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS), the provisions of the Act (to the extent notified) and guidelines issued by SEBI. Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directorsâ Responsibility Statement, the Board of Directors of the Company hereby confirms:

a. In the preparation of the annual accounts, the applicable accounting standards (Ind AS) had been followed and that no material departures have been made from the same.

b. They 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 at the end of the financial year i.e. 31st March, 2019 and of the profit of the Company for that period.

c. They 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.

d. that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2019 on a going concern basis.

e. They have laid down internal financial controls for the company and such internal financial controls are adequate and were operating efficiently, and

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

NOMINATION AND REMUNERATION COMMITTEE

Details pertaining to composition of the Audit Committee are included in the Report on Corporate Governance.

Brief description of terms of reference:

- Identifying persons who are qualified to become directors and

- Identifying persons who may be appointed as Key Managerial Personnel, 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 directorâs 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 Directorsâ 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 Companyâs size and financial position and trends and practices on remuneration prevailing in peer companies.

3) To carry out evaluation of the performance of Directors.

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

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

The brief policy of Nomination and Remuneration is available on the Companyâs website at www.tajgvk.in under corporate policies.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. As required under Regulations 34 of the Listing Regulations, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditorsâ certificate on the compliance of Corporate Governance are annexed and form part of the Annual Report.

RISK MANAGEMENT COMMITTEE

Pursuant to Regulations 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the Listing Agreement entered with the Stock Exchanges, the Company has constituted a Risk Management Committee (RMC). The details of the Committee and its terms of reference are set out in the Corporate Governance Report. The RMC is entrusted with the responsibility to frame, implement and monitor the Risk Management Plan and also ensure its effectiveness. The Audit Committee has a oversight in the areas of financial risks and controls.

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 Auditor is well defined in the company. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor 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 Auditor, 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.

SUBSIDIARY / ASSOCIATE COMPANIES

As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015 (as amended. A separate statement containing the salient features of the financial statements of the Joint Venture in Form AOC-1 is enclosed as Annexure-2 to this Report.

EXTRACTS OF ANNUAL RETURN

As required by Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of the Annual Return for the Financial Year 2019 is enclosed as Annexure-3 in the prescribed Form MGT-9, which is a part of this report. The same is available on the Companyâs website at www.tajgvk.in/invester relations/annual report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee to monitor implementation of CSR activities of your Company.

The detailed report on CSR as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 on the composition of the CSR Committee, CSR policy, CSR initiatives and activities during the year are enclosed as Annexure - 4 to this Report.

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

The company has not given any Loans / Guarantees and not made any Investments during the FY 2018-19, as required under the provisions of section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, the disclosure in the prescribed format is annexed as Annexure-5.

VIGIL MECHANISM

Your Companyâs Vigil Mechanism provides a formal mechanism to the Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct or ethics policy. The policy provides for adequate safeguards against victimization of Directors and Employees who avail of the mechanism and also have provided them direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The said policy is available on the Companyâs website at www.tajgvk.in under corporate policies.

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 regulation 34(2) of the Listing Regulations, a Management Discussion and Analysis Report is set out part of this Report.

ECONOMY AND MARKETS

Economy and markets for the year under review is given in the Management Discussion and Analysis Report.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Companyâs website at www.tajgvk.in under corporate policies. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Armâs Length and on quarterly basis the transactions done during the quarter are placed before the audit committee for approval / ratification.

All Related Party Transactions are subjected to approval by Audit committee to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and Listing Regulations.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Armâs Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

OTHER INFORMATION

The Audit Committee of the Company reviewed the Consolidated and Standalone Financial statements for the year under review at its meeting held on 15th May, 2019 and recommended the same for the approval of the Board of Directors.

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.

Your Company understands the importance of having the right people with right skills, to deliver the strong and exceptional service and also requisite expertise, which is the basis of our relationships with the guests.

To deliver that service and expertise, we are continuously improving our talent pool and are committed to training and educating the future generation.

LEARNING AND DEVELOPMENT:

The employees are encouraged to develop and manage their careers and this is facilitated by providing relevant Job training and where appropriate, the Company encourages to fill vacancies with existing staff, when the employees are suitably qualified and experienced.

The Company is committed to improve employee engagement and learning more about the needs of our employees. In addition to our training and development programme, the Company also communicate frequently with the employees and value highly the commitment of the employees and recognize the important role, the communication has in festering the good working relationships.

The Company also ensure that employees are informed on matters relating to their employment and on financial and economic factors affecting the companyâs business. At this same time we also seek feedback and Ideas from employees to improve our operations.

The total strength of employees of your Company for the year under review was about 520 permanent employees which includes Unit staff and Deputed staff and 1215 employees on FTC and outsourced.

QUALITY

Your Companyâs Hotel properties at Hyderabad, Chandigarh & Chennai are certified by Food Safety and Standards Authority of India (FSSAI) for the desired norms in F&B operations and also TAJ Krishna, Hyderabad certified and assessed as meeting Gold Certification requirements of the Earth Check Standards during the year under review.

During the year Taj Krishna received "Excellent Energy Efficient Unit" award at 19th National Award for Excellence in Energy Management 2018 from Confederation of Indian Industry (CII)

LISTING

The Equity Shares of your Company are listed on Bombay Stock Exchange Limited (Scrip Code: 532390) and National Stock Exchange of India Limited (Scrip Code: TAJGVK). It may be noted that there are no payments outstanding to the Stock Exchanges by way of Listing Fees. The company has paid the listing fee for the financial year 2019-20.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Committee has been set up to redress complaints received regarding sexual harassment. The Company has designated the external independent member as a Chairperson of the Committee.

The following is a summary of sexual harassment complaints received and disposed off during the year 2018-19 Number of complaints received : 2 (Two)

Number of complaints disposed off : 2 (Two)

Compliance with Secretarial Standards

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India.

DISCLOSURE OF INFORMATION AS REQUIRED UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 (ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014 (I) CONSERVATION OF 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. 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 ABSORPTION

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) FOREIGN 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 hereunder.

(Rs. In lakhs)

Particulars	March 31, 2019	March 31, 2018
Earned	4786.00	4522.00
Used	382.34	346.34

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and cooperation received from customers, bankers, suppliers, shareholders, Central and State Governments, 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 of the Board of Directors

For TAJGVK Hotels & Resorts Limited

Place : Hyderabad Dr. GVK Reddy

Date : 15.05.2019 Chairman

DIN:00005212

Mar 31, 2017

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Second Annual Report of the Company together with the Consolidated and Standalone Audited Accounts for the year ended 31^st March, 2017.

FINANCIAL RESULTS

The Standalone performance of the Company for the financial year ended 31^st March, 2017 is as below:

(Rs. In Crores)

Particulars	2016-17	2015-16
Total Revenue	269.77	272.00
Operating expenses	204.10	206.96
Depreciation	18.13	18.47
Finance cost	29.07	31.33
Profit before tax	18.47	15.24
Tax expense:
Current tax	-	-
Deferred tax	7.41	6.80
Short provision of tax of
earlier years	0.84	0.23
Profit After Tax	10.22	8.21
Profit brought forward from
previous year	205.72	197.51
Profit available for appropriation	215.94	205.72
Less: Dividend paid	2.51	-
Less: Dividend tax	0.51	-
Profit carried forward to
Balance Sheet	212.92	205.72
Earnings per share (Rs.)	1.63	1.31

COMPANYâS PERFORMANCE

The total Income for the year ended 31^st March, 2017 at Rs.269.77 Crores was lower than that of the previous year by 1%. While Room Income was higher by 1%, Food & Beverage income was lower by 6% over the previous year. The F&B income was lower during second half of FY 2017 which resulted in the overall drop in top line compared to previous year. The Company continued to face challenging environment in the markets, where the Company owns / operates hotels and / or markets that are a source of business for the company.

DEPRECIATION AND FINANCE COSTS

Depreciation for the year was lower at Rs.18.13 crores as compared to Rs.18.47 crores for the previous year.

Finance costs for the year ended 31^st March, 2017 was Rs.29.07 crores, which is lower by Rs.2.26 crores than previous year, on account of commencement of repayment of term loans, lower rate of interest and also better working capital management.

TRANSFER OF AMOUNT TO RESERVES

The company does not propose to transfer any amount to reserves.

DIVIDEND

During the financial year 2016-17, the Board of Directors are pleased to declare a dividend of Rs.0.40 (Rupees Forty paisa) per equity share of Rs.2/- each (i.e. 20%). The total dividend distribution for the financial year amounts to Rs.302 lakhs including Dividend Distribution Tax of Rs.51 lakhs. The total dividend payout shall be 30% of Profit After Tax (PAT) for the year.

The Dividend subject to approval of the members at the Annual General Meeting on 1^st August, 2017 will be paid on or after 6^th August, 2017 to the Members whose name appear in the Register of Members as on the date of Book closure i.e., 26^th July, 2017 to 1^st August, 2017 (both days inclusive).

FINANCIAL RESULTS OF JOINT VENTURE (JV) COMPANY

The performance of Green Woods Palaces and Resorts Private Limited, the JV Company for the financial year ended 31^st March, 2017 is as below :

(Rs. In Crores)

Particulars	2016-17	2015-16
Total Revenue	99.16	14.37
Operating expenses	64.37	18.17
Depreciation	25.59	3.24
Finance cost	27.25	3.97
Profit / (loss) before tax	(18.05)	(11.01)
Tax expense:
Current tax	-	-
Deferred tax	(5.45)	(1.60)
Short provision of tax
of earlier years	(0.06)	-
Profit / (loss) after tax	(12.54)	(9.41)
Earnings per share (Rs.)	(1.67)	(1.25)

CONSOLIDATED FINANCIAL PERFORMANCE

As required under the Listing Agreement entered into with the Stock Exchanges, a consolidated financial statement of the Company which includes Green Woods Palaces and Resorts Private Limited (the JV Company) is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015 (as amended). The company Consolidated the proportional Loss after tax in accordance with Accounting Standards Ind AS 110 read with Ind AS 28.

BORROWINGS / INDEBTNESS

The total long term borrowings of the company stood at Rs.256.38 crores for the year ended 31^st March, 2017 as compared to Rs.269.35 crores as at 31^st March, 2016 (excluding Ind AS adjustments). The company repaid Rs.12.98 crores of principal during the FY 2016-17.

EXPANSIONS / RENOVATION PLANS : BENGALURU HOTEL PROJECT

TAJ KRISHNA / TAJ DECCAN

The Company has taken up the renovation of TAJ Krishna / TAJ Deccan Rooms during the current financial year, mock up designs are finalised and approved and construction of mock up rooms are underway and expect to complete the entire renovation in the next 2-3 years.

During the FY 2016-17, the company completed the renovation of Kohinoor-Banquet Hall in TAJ Deccan and Seasons Bar and Garden Room in TAJ Krishna.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 2016-17, Five (5) Board meetings were held on 13.05.2016, 12.08.2016, 02.1 1.2016, 01.02.2017 and 09.03.2017.

PERFORMANCE EVALUATION CRITERIA FOR DIRECTORS

Nomination and Remuneration Committee has devised criteria for evaluation of the performance of the Directors including Independent Directors. The said criteria provide certain parameters like attendance, acquaintance with business, communicating inter-se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers etc., which is in compliance with applicable laws, regulations and guidelines.

The Company has a Broad policy for evaluation of all Board Members on an annual basis. The evaluation done by the Board, Nomination and Remuneration Committe and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

For the Financial year under review, the Board of Directors, Audit Committee, Nomination & Remuneration Committee, CSR Committee met on 1705-2017 and reviewed and evaluated the performance of each Member of the Committee respectively and the Board of Directors evaluated the performance of each Independent Director and also the Chairman of Board and Managing Director of the Company.

Each Committee and the Board expressed satisfaction on the performance of the each Director.

DIRECTORS

In accordance with the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Rakesh Sarna and Mr. Krishna R Bhupal, Promoter Directors, retires by rotation and being eligible offered themselves for re-appointment.

During the year Mr. Anil P Goel, Non-Executive Non-Independent Director has tendered his resignation from the Board with effect from 15.10.2016 and the same was approved by the Board of Directors at their meeting held on 02.11.2016. The Board of Directors appreciated the valuable services rendered by Mr. Anil P Goel who has been a Director on the Board for more than a decade and his vast experience in the fields of Finance, Accounts, Corporate Law, Taxation and Business Development benefited the Company immensely.

INDEPENDENT DIRECTORS DECLARATION

The independent directors have submitted their declaration of independence, as required pursuant to sub-section (7) of Section 149 of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6) of Section 149.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of Independent Directors as required under the Schedule IV of the Companies Act, 2013 was held on 9^th March, 2017, without presence of Executive Directors. Such meeting was conducted to review and evaluate a) the performance of Non-Independent Directors and the Board as a whole, (b) the performance of the Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors and (c) assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors expressed their satisfaction with the performance of Non-Independent Directors and the Board as a whole and the Chairman of the Independent Directors meeting briefed the outcome of the meeting to the Chairman of the Board.

SECRETARIAL AUDIT

Your Company appointed M/s. Narender & Associates, Practicing Company Secretaries, (Certificate of Practice 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 2016-17.

The Secretarial Audit Report does not contain any qualifications, reservation or adverse remarks. The Report in Form MR-3 is enclosed as Annexure-1.

AUDIT COMMITTEE

Audit Committee consists of the following Directors namely Mr. K Jayabharath Reddy, Chairman, Mr. Krishna R Bhupal, Mr. Rakesh Sarna, Mr. M B N Rao, Mr. D R Kaarthikeyan and Mr. C D Arha.

Except Mr. Krishna R Bhupal and Mr. Rakesh Sarna all the Members of the Audit Committee are Independent Directors. During the year under review, Mr. Anil P Goel has resigned as Member of the Committee and in his place Mr. Rakesh Sarna has been inducted in the Audit Committee.

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

STATUTORY AUDITORS

In terms of the provisions of Section 139(1) of Companies Act, 2013 (the âActâ), no listed company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. The Act further prescribes as per section 139(2), that the Company shall comply with requirements within a period not later than the date of First AGM held after three years from the commence of this Act.

M/s. Brahmayya & Company, Chartered Accountants (Firm Registration No.000513S), Statutory Auditors of the Company have completed two consecutive terms of five years each. In terms of their appointment made at the 21st AGM held on 4^th August, 2016, they shall hold office of the auditors up to the conclusion of the 22^nd AGM. Your companyâs Board placed on record its appreciation and gratitude to M/s. Brahmayya & Company, the retiring Statutory Auditors for their long association with the Company and also thanked Mr. S S R Koteswara Rao and Mr. S Satyanarayana Murthy, Partners of M/s. Brahmayya & Company for their invaluable guidance rendered to the company.

Based on the recommendations of the Audit Committee and subject to the approval of the shareholders, it is proposed to appoint M/s. Bhaskara Rao & Co., (Firm Registration No.000459S) Chartered Accountants as Statutory Auditors of the Company for a period of 5 years, commencing from the conclusion of 22^nd AGM till the conclusion of the 27^th AGM. M/s. Bhaskara Rao & Co., Chartered Accountants, have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act.

Auditors Report

There are no qualifications, reservations or adverse remarks made by M/s Brahmayya & Company, Chartered Accountants (Firm Registration No.000513S) Statutory Auditors in their Consolidated and Standalone report for the Financial Year ended 31^st March, 2017.

INTERNAL AUDITORS

The Company appointed M/s. Price Waterhouse & Co., as Internal Auditors to conduct Internal Audit of the Company for the Financial Year 2016-17 and the Internal Audit Report for the FY 2016-17 presented to the Audit Committee at their meeting held on 17.05.2017.

INDIAN ACCOUNTING STANDARDS (IND-AS)

The Ministry of Corporate Affairs (MCA) on February 16, 2015, notified that Indian Accounting Standards (Ind AS) are applicable to certain classes of companies from April 1, 2016 with a transition date of April 1, 2015. Ind AS has replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 (âthe Actâ) read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015 (as amended). Ind AS is applicable to the Company from April 1, 2016. The reconciliations and descriptions of the effect of the transition from previous GAAP to Ind AS have been set out in Note 27 in the notes to accounts in the standalone financial statement and in Note 27 in the notes to accounts in the consolidated financial statement.

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 OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS

LIQUOR BAN ON NATIONAL HIGHWAY / STATE HIGHWAY

Your Companyâs Hotels at Chandigarh and Chennai were effected due to Non renewal of Liquor license with effect from 1^st April, 2017 consequent to the orders passed by Honâble Supreme Court dated 31^st March, 2017 in Civil Appeal Noâs 12164-12166 of 2016 Honâble Supreme Court directed all State Governments and Union Territories not to renew liquor license vends which are within 500 meters of National Highway / State Highway. The Hotel and Restaurants Association filed review petition in Honâble Supreme Court requesting to exclude the 5 star hotels from the Liquor ban. The said petition is listed for hearing during July, 2017 and the Company expects a favourable decision in this regard.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments in the business operations of the company for the financial year ended 31^st March, 2017 to the date of signing of the Directorâs Report.

INFORMATION TO BE FURNISHED UNDER RULE 5(1) OF COMPANEIS (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Disclosure of information under Rule 5(i) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Directorâs Report is annexed to this Report.

STATEMENT UNDER RULE 5(2) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

REPORT ON THE INTERNAL FINANCIAL CONTROLS

During the year under review, the company appointed M/s. K S Rao & Co., Chartered Accountants, Hyderabad as consultants to prepare the Risk Matrix and Control Matrix for the company and they had submitted the Report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitised and embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

The statutory auditors of the company have tested the financial controls and they have not found any adverse/ non-compliance of the control mechanisms.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directorsâ Responsibility Statement, the Board of Directors of the Company hereby confirms:

a. In the preparation of the annual accounts, the applicable accounting standards (Ind AS) had been followed and that no material departures have been made from the same.

b. They 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 at the end of the financial year i.e. 31^stMarch, 2017 and of the profit of the Company for that period.

d. that the Directors have prepared the Annual Accounts for the Financial Year ended 31^stMarch, 2017 on a going concern basis.

e. They have laid down internal financial controls for the company and such internal financial controls are adequate and were operating efficiently, and

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

NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee consists of the following Directors namely Mr. K Jayabharath 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 Personnel, 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 directorâs 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 Directorsâ independence is annexed to this report.

NOMINATION AND REMUNERATION POLICY

The objectives of the Policy

2) To determine remuneration based on the Companyâs size and financial position and trends and practices on remuneration prevailing in peer companies.

3) To carry out evaluation of the performance of Directors.

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

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

The 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 Regulations 17 of the SEBI (Listing Obligations and Disclosure Requirements) 2015 read with the Listing Agreement entered with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditorsâ certificate on the compliance of Corporate Governance are annexed and form part of the Annual Report.

RISK MANAGEMENT COMMITTEE

Pursuant to Regulations 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 read with the Listing Agreement entered with the Stock Exchanges, 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.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

SUBSIDIARY / ASSOCIATE COMPANIES

As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015 (as amended). A separate statement containing the salient features of the financial statements of the Joint Venture in Form AOC-1 is enclosed as Annexure-2 to this Report.

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 12 of Companies (Management and Administration) Rules, 2014 is enclosed as Annexure-3 to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Committee discussed and approved to spend an amount of Rs.15.44 lakshs towards rejuvenation of Lake at Bengaluru for the financial year 2016-17. The policy is uploaded on the Companyâs website www.tajgvk.inunder the corporate policies section. The details of CSR expenditure incurred during the year is enclosed as Annexure-4.

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

The company has not given any Loans / Guarantees and not made any Investments during the FY 2016-17, as required under the provisions of section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, the disclosure in the prescribed format is annexed as Annexure-5.

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 the Listing Agreement with the Stock Exchanges, is given as separate statement in the Annual Report.

ECONOMY AND MARKETS

Economy and markets for the year under review is given in the Management Discussion and Analysis Report.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is available on Companyâs website www.tajgvk.in under corporate policies. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties

No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

OTHER INFORMATION

The Audit Committee of the Company reviewed the Consolidated and Standalone Financial statements for the year under review at its meeting held on 17^th May, 2017 and recommended the same for the approval of the Board of Directors.

HUMAN RESOURCES

The total strength of employees of your Company for the year under review was 536 permanent employees consisting of Unit staff and Deputed staff and 1238 employees on FTC and on outsourced.

QUALITY

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. The company has paid the listing fee for the financial year 2017-18.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âActâ) and Rules made thereunder, your Company has constituted Internal Complaints Committees (ICC). The Company has designated the external independent member as a Chairperson for each of the Committees which was beyond the requirements of law. During the year, there were no complaints received.

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

(I) CONSERVATION OF ENERGY

(II) TECHNOLOGY ABSORPTION

(III)FOREIGN 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. 29(iii) is prepared and the same is hereunder.

PREVENTION OF INSIDER TRADING CODE

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Mr. J Srinivasa Murthy, CFO & Company Secretary as Compliance Officer, who is responsible for setting forth procedures and implementation of the code for trading in Companyâs securities. During the year under review there has been due compliance with the said code.

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and cooperation received from customers, bankers, 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 of the Board of Directors

For TAJGVK Hotels & Resorts Limited

Dr GVK Reddy

Place : Hyderabad Chairman

Date : 17^th May, 2017 DIN:00005212

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 Â

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: [email protected] 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.

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