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TajGVK Hotels & Resorts Ltd.

BSE: 532390 Sector: Services
NSE: TAJGVK ISIN Code: INE586B01026
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VOLUME 11986
52-Week high 185.00
52-Week low 82.00
P/E
Mkt Cap.(Rs cr) 779
Buy Price 124.00
Buy Qty 20.00
Sell Price 125.60
Sell Qty 320.00
OPEN 125.50
CLOSE 124.30
VOLUME 11986
52-Week high 185.00
52-Week low 82.00
P/E
Mkt Cap.(Rs cr) 779
Buy Price 124.00
Buy Qty 20.00
Sell Price 125.60
Sell Qty 320.00

TajGVK Hotels & Resorts Ltd. (TAJGVK) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the Twenty Fourth Annual Report of theCompany together with the Consolidated and Standalone Audited Accounts for the year ended31st March 2019.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2019 is asbelow:

(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 forwardfrom year previous 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

COMPANY'S PERFORMANCE

The total income for the year ended 31st March 2019 increased by Rs.33.21 crores or11% 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 BanquetingIncome. The Company could achieve higher Room and F&B Income for the year underreview due to buoyancy in the markets where the Company Hotels are located mainly aidedby higher occupancy and improved Banqueting business.

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

DEPRECIATION AND FINANCE COSTS

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

Finance costs for the year ended 31st March 2019 was Rs.21.58 crores which is lowerby Rs.3.39 crores than previous year on account of repayment of term loans reduction ininterest 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 SixtyPaisa) per equity share of Rs.2/- each (i.e. 30%) for the Financial Year 2018-19. Thetotal dividend distribution for the financial year amounts to Rs.376 lakhs plus DividendDistribution Tax of Rs.66 lakhs. The total dividend payout shall be 18% of Profit AfterTax (PAT) for the year.

The Dividend subject to approval of the Members at the Annual General Meeting on 25thJuly 2019 will be paid on or after 29th July 2019 to the Members whose names appear inthe Register of Members as on the date of Book closure i.e. 18th July 2019 to 25th July2019 (both days inclusive).

FINANCIAL RESULTS OF JOINT VENTURE (JV) COMPANY

The performance of Green Woods Palaces and Resorts Private Limited the JV Company forthe 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 aconsolidated financial statement of the Company which includes Green Woods Palaces andResorts Private Limited (the JV Company) is attached. The consolidated financialstatements have been prepared in accordance with the relevant accounting standards asprescribed 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 (asamended). The Company consolidated the proportional Profit after tax /(Loss after Tax) inInd AS 110 read with Ind AS 28.

BORROWINGS / INDEBTNESS

The total long term borrowings of the company stood at Rs197.88 crores for the yearended 31st March 2019 as compared to Rs.228.60 crores as at 31st March 2018. During thefinancial 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 thehotel project. The construction of 2 bridge(s) across the land abutting Company land toconnect to the National Highway is completed. During the year under review the Companyhas completed the construction of compound wall to secure the site and also completed therejuvenation of lake in front of the site as per the terms of MOU signed with BengaluruDevelopment Authority (BDA). Recently Hon'ble Supreme Court has set aside the Hon'bleNational Green Tribunal (NGT) order banning construction activity within 75 meters fromthe lake bed. On account of this favorable Judgement the company is now planning to buildaround 250 rooms luxury hotel. The hotel building plans are under evaluation and thecompany 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 thefinancialyear under review the company completed the renovation/ refurbishment of 3floors and also completed the renovation of Restaurants. The company is taking uprenovation 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 themock-up construction in TAJ Deccan Rooms is underway and after receipt of mock-upapproval 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 themeetings are given in the Report on Corporate Governance.

DIRECTORS

Re-appointments

In accordance with the provisions of Companies Act 2013 read with the Articles ofAssociation of the Company Dr.GVK Reddy and Mr. Krishna R Bhupal PromoterDirectors 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 ofDirector in the Company with effect from 01.02.2019 pursuant to provisions of section167(1) of the Companies Act 2013. The Board of Directors took the same on record. TheBoard of Directors placed on record its appreciation for the services rendered by herduring the tenure as Director of company. Mr. C D Arha (DIN:02226619) Non-ExecutiveIndependent Director of the Company completed his term of 5 years as Independent Directoron 31.03.2019 and the Board of Directors placed on record its appreciation for theservices rendered during his tenure as Director of the company.

Mr. A Rajasekhar (DIN:01235041) Non-Executive Independent Director of the Companycompleted his term of 5 years on 31.03.2019. The company proposes to re-appoint him foranother term of 5 years and based on the recommendation of the Nomination and RemunerationCommittee and Board of Directors appointed and recommends the re-appointment of Mr. ARajasekhar 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 theBoard appointed Mr. A. Rajasekhar Mr. N Sandeep Reddy and Mr. N Anil Kumar Reddy wereappointed 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 Act2013. The appointment is subject to the approval of the shareholders at the ensuing AnnualGeneral Meeting.

The Company also received i) consent in writing to act as a Directors in Form DIR-2pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules2014; 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 asper Section 164(2) of the Companies Act 2013; and iii) a declaration to the effect thathe meets the criteria of independence as provided under Section 149 of the Companies Act2013.

Mr. A.Rajasekhar Mr. N Sandeep Reddy and Mr. N Anil Kumar Reddy Independent Directorsshall 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 ofthe Company as on March 31 2019 are: Mrs. G Indira Krishna Reddy ManagingDirector 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 andDisclosure Requirements) Regulations 2015 (Listing Regulations) the Board has carriedout an Annual Evlauation of its own performance Board Committees and IndividualDirectors. The performance of the Board was evaluated by the Board after seeking inputsfrom all the directors on the basis of the criteria such as the Board composition andstructure effectiveness of Board processes information and functioning etc. Theperformance of the Committees was evaluated by the Board after seeking inputs from theCommittee Members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. Performance evaluation of independent directorswas done by the entire Board excluding the Independent Director being evaluated.

In a separate meeting of independent Directors performance of Non-IndependentDirectors the Board as a whole and the Chairman of the Company and Whole time Directorswas evaluated. The Chairman of the Board and the Nomination and Remuneration Committeereviewed the performance of the individual directors on the basis of the criteria approvedby the Board. Each Committee and the Board expressed satisfaction on the performance ofeach Director.

INDEPENDENT DIRECTORS DECLARATION

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

MEETING OF INDEPENDENT DIRECTORS

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

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

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel)

Rules 2014 your Directors have appointed M/s. Narender & Associates PracticingCompany Secretaries (Certificate of Practice No.5024) Hyderabad to undertake theSecretarial Audit of your Company for the financial year 2018-19.

The Secretarial Audit Report does not contain any qualifications reservation oradverse 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 onCorporate Governance. All the recommendations made by the Audit Committee were accepted bythe Board.

There is no such incidence where Board has not accepted the recommendation of the AuditCommittee 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 untilthe conclusion of the 27th AGM to be held in the year 2022. Accordingly M/s.M. BhaskaraRao & Co Chartered Accountants Statutory Auditors of the Company will continue tillthe conclusion of Annual General Meeting to be held in 2022. In this regard the Companyhas received a Certificate from the Auditors to the effect that their continuation asStatutory Auditors would be in accordance with the provisions of Section 141 of theCompanies Act 2013.

Auditors Report

The Statutory Auditors have issued unmodified opinion in their Consolidated andStandalone Auditor's Report for the financial year ended 31st March 2019 and there are noqualifications reservations or adverse remarks in the Auditor's 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 Year2018-19 and the Internal Auditors have presented the observations to the Audit Committeeat their meeting held on 15.05.2019.

PUBLIC DEPOSITS

During the year under review your company has neither invited nor accepted anydeposits from the public.

INSURANCE

All properties and insurable interests of the Company including building plant andmachinery 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 ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS

There were no instances of non-compliance by the company and no significant andmaterial orders passed by the regulators or courts or tribunals impacting the goingconcern status and Company's operations in future.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments in the business operations of the companyfor the financial year ended 31st March 2019 to the date of signing of the Director'sReport.

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

Disclosure of information under Rule 5(1) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 in the Director's Report is annexed to this Report.

STATEMENT UNDER Rule 5(2) of COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

There are no employees drawing remuneration of more than Rs.102 lakhs or drawingremuneration of Rs.8.50 lakhs per month if employed part of the year as required underRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

REPORT ON THE INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are an integrated part of the risk management processaddressing financial and financial reporting risks. The internal financial controls havebeen documented digitised and embedded in the business processes. Assurance on theeffectiveness of internal financial controls is obtained through management reviewscontrol self-assessment continuous experts as well as testing of the internalfinancialcontrol systems by the internal auditors during the course of their audits. Webelieve that these systems provide reasonable assurance that our internal financialcontrols are designed effectively and are operating as intended.

The statutory auditors of the company have tested the financial controls and they havenot found any adverse/ non-compliance of the control mechanisms.

DIRECTORS' 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 bySEBI. Pursuant to the requirement under Section 134 of the Companies Act 2013 withrespect to the Directors' Responsibility Statement the Board of Directors of the Companyhereby confirms: a. In the preparation of the annual accounts the applicable accountingstandards (Ind AS) had been followed and that no material departures have been made fromthe same. b. They have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairsoftheCompanyattheendofthefinancialyear i.e. 31st March 2019and of the profit of the Company for that period. c. They have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof the Companies Act 2013 for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities. d. that the Directors have prepared theAnnual 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 internalfinancial controls are adequate and were operating efficiently and f. They have devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.

NOMINATION AND REMUNERATION COMMITTEE

Details pertaining to composition of the Audit Committee are included in the Report onCorporate 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 seniormanagement in accordance with the criteria laid down and recommend to the Board for theirappointment and removal;

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

Formulation of the criteria for determining qualifications positive attributes andindependence of a director;

• Recommend to the Board a policy relating to the remuneration of the directorskey 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 whoare qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.

2) To determine remuneration based on the Company's size and financial position andtrends 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 andachievement relating to the Company's operations.

5) To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage. The brief policy ofNomination and Remuneration is available on the Company's website at www.tajgvk.in undercorporate policies.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Asrequired under Regulations 34 of the

Listing Regulations the report on Management Discussion and Analysis CorporateGovernance as well as the Auditors' certificate on the compliance of Corporate Governanceare 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 theCompany has constituted a Risk Management Committee (RMC). The details of the Committeeand its terms of reference are set out in the Corporate Governance Report. The RMC isentrusted with the responsibility to frame implement and monitor the Risk Management Planand also ensure its effectiveness. The Audit Committee has a oversight in the areas offinancial risks and controls.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Auditor is welldefined in the company. To maintain its objectivity and independence the Internal Auditorreports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol systems in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of InternalAuditor process owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant and corrective actions suggested are presented to theAudit Committee of the Board.

SUBSIDIARY / ASSOCIATE COMPANIES

As per the provisions of Section 129 of the Companies Act 2013 read with Rule 5 ofCompanies (Accounts) Rules 2014 and the Companies (Indian Accounting Standards) Rules2015 (as amended. A separate statement containing the salient features of the financialstatements of the Joint Venture in Form AOC-1 is enclosed asAnnexure-2 to thisReport.

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 theFinancial Year 2019 is enclosed as Annexure-3 in the prescribed Form MGT-9 whichis a part of this report. The same is available on the Company's website atwww.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 reporton CSR as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules 2014 onthe composition of the CSR Committee CSR policy CSR initiatives and activities duringthe year are enclosed as Annexure - 4 to this Report.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013

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

VIGIL MECHANISM

Your Company's Vigil Mechanism provides a formal mechanism to the Directors andEmployees to report their concerns about unethical behavior actual or suspected fraud orviolation of the Company's Code of Conduct or ethics policy. The policy provides foradequate safeguards against victimization of Directors and Employees who avail of themechanism and also have provided them direct access to the Chairman of the AuditCommittee. It is affirmed that no personnel of the Company has been denied access to the

Audit Committee. The said policy is available on the Company's website at www.tajgvk.inunder corporate policies.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis of the financial condition and results of operationsof the Company for the period under review as required under regulation 34(2) of theListing Regulations a Management Discussion and Analysis Report is set out part of thisReport.

ECONOMY AND MARKETS

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

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is also available onCompany's website at www.tajgvk.in under corporate policies. The Policy intends to ensurethat proper reporting approval and disclosure processes are in place for all transactionsbetween the Company and Related Parties All Related Party Transactions are placed beforethe Audit Committee for review and approval. Prior omnibus approval is obtained forRelated Party Transactions which are of repetitive nature and / or entered in the OrdinaryCourse of Business and are at Arm's Length and on quarterly basis the transactions doneduring the quarter are placed before the audit committee for approval / ratification.

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

All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and on Arm's Length basis. No Material

Related Party Transactions i.e. transactions exceeding ten percent of the annualconsolidated turnover as per the last audited financial statements were entered duringthe year by your Company. Accordingly the disclosure of Related Party Transactions asrequired under Section 134(3)(h) of the Companies Act 2013 in Form AOC-2 is notapplicable.

OTHER INFORMATION

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

HUMAN RESOURCES

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

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

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

LEARNING AND DEVELOPMENT:

The employees are encouraged to develop and manage their careers and this isfacilitated by providing relevant Job training and where appropriate the Companyencourages to fill vacancies with existing staff when the employees are suitablyqualified and experienced.

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

The Company also ensure that employees are informed on matters relating to theiremployment and on financial and economic factors affecting the company's business. At thissame time we also seek feedback and Ideas from employees to improve our operations. Thetotal strength of employees of your Company for the year under review was about 520permanent employees which includes Unit staff and Deputed staff and 1215 employees on FTCand outsourced.

QUALITY

Your Company's Hotel properties at Hyderabad Chandigarh & Chennai are certified byFood Safety and Standards Authority of India (FSSAI) for the desired norms inF&Boperations certifiedand assessed as meeting Gold alsoTAJKrishnaHyderabadCertification requirements of the Earth Check Standards during the year under review.

DuringtheyearTajKrishnareceived"ExcellentEnergyEfficientUnit" award at 19thNational 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 (ScripCode: 532390) and National Stock Exchange of India Limited (Scrip Code: TAJGVK). It may benoted 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 therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. An Internal Committee has been set up to redress complaints receivedregarding sexual harassment. The Company has designated the external independent member asa Chairperson of the Committee. The following is a summary of sexual harassment complaintsreceived 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 CompanySecretaries of India.

DISCLOSURE OF INFORMATION AS REQUIRED UNDER SECTION 134(3)(m) OF THE COMPANIES ACT2013 (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 lightscompact fluorescent and IR lights installation of solar films to reduce heat loads.

Besides these operational measures were continued to reduce energy consumption byregulating chiller set points according to ambient temperatures minimizing steamconsumption by optimizing steam utilization in kitchens and laundries.

Some of the actions planned for next year include replacement of energy intensive pumpswith high efficiency pumping systems replacement of energy intensive fans with energyefficient fans and the increased use of Secondary Treatment Plant water for coolingtowers. Operational measures include close monitoring and control of energy consumptionand frequent energy audits by the hotel Engineering Department.

Your Company remains focused on giving importance towards conservation of energy whichresults in savings in consumption of electricity a significant component of the energycost in an ongoing process.

(II) TECHNOLOGY ABSORPTION

The Company continues to absorb and upgrade modern technologies and advanced hotelmanagement techniques in various guest contact areas which includes wireless internetconnectivity 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 ofthe Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988the 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 andcooperation received from customers bankers suppliers shareholders Central and StateGovernments other statutory authorities and others associated with the Company. Yourdirectors also wish to place on record their deep sense of appreciation for the excellentcontribution 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

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