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TajGVK Hotels & Resorts Ltd.

BSE: 532390 Sector: Services
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OPEN 146.15
VOLUME 250146
52-Week high 158.45
52-Week low 102.20
Mkt Cap.(Rs cr) 975
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 146.15
CLOSE 147.90
VOLUME 250146
52-Week high 158.45
52-Week low 102.20
Mkt Cap.(Rs cr) 975
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the Twenty Fifth Annual Report of theCompany together with the Consolidated and Standalone Audited Accounts for the year ended31st March 2020.


The performance of the Company for the financial year ended 31st March 2020 is asbelow:



Particulars 2019-20 2018-19 2019-20 2018-19
Total Revenue 313.84 324.09 313.84 324.09
Operating expenses 238.48 247.68 238.48 247.60
Depreciation 16.79 16.70 16.79 16.70
Finance cost 22.63 21.58 22.63 21.58
Profit Before Tax 35.94 38.13 35.94 38.05
Tax expense:
Current tax 10.88 12.37 10.88 12.37
Deferred tax 1.21 1.03 1.21 1.03
Short provision of tax of earlier years - 0.41 - 0.41
Profit After Tax 23.85 24.32 23.85 24.24
Total Comprehensive Income for the year 23.31 24.24 27.56 27.11
Share of profit / (loss) from joint venture - - 4.24 2.88
Profit brought forward from previous year 251.00 231.18 242.31 219.61
Transitional adjustment on adoption of Ind AS 116 on Leases 8.06 - 8.07 -
Profit available for appropriation 266.25 255.42 261.80 246.73
Less: Dividend paid 3.76 3.76 3.76 3.76
Less: Dividend tax 0.89 0.66 0.89 0.66
Profit carried forward to Balance Sheet 261.60 251.00 257.15 242.31
Earnings per share (Rs.) 3.72 3.87 4.40 4.32


Travel and tourism industry contributed 6.8% to India's GDP and registered a growth of4.9% in 2019 (Source: World Travel and Tourism Council). It provides close to 43 millionjobs in the country. India offers a diverse portfolio of niche tourism products includingcruises; adventure; medical; wellness; sports; meetings incentives conventions andexhibitions (MICE); eco-tourism; films; rural and religious tourism. The country has beenrecognised as a destination for spiritual tourism for domestic and international tourists.Besides the introduction of a new category of visa—the medical visa or Mvisa—is expected to encourage medical tourism in India. A detailed overview on thecompany's business is provided in the Management Discussion and Analysis Report.


The total income for the year ended 31st March 2020 was lower by Rs.10.25 crores ascompared to Rs.324.09 crores of the previous financial year. This was primarily on accountof dip in the business travel as also social and banquet functions and the resultant dropin business in the fourth quarter of the financial year. The lockdown that ensued pursuantto the onset of the Covid 19 pandemic in the last week of March 2020 also resulted inliterally nil business during that week. Further there was also a one-time income in FY2019-20 to the tune of Rs.5.50 crores. Due to pandemic the business was impacted from thethird week of February as the company could see lot of cancellations. Though the roomrevenues were more or less stable as compared to the previous year the dip was witnessedin the food and beverages segment.


Depreciation for the year was at Rs.16.79 crores including Rs.0.80 crores beingamortization of Right to Use Assets taken on lease by the Company as compared to Rs.16.70crores for the previous year.

Finance costs for the year ended 31st March 2020 was Rs.22.63 crores of which Rs.4.24crores pertain to interest on lease liability as per Ind AS 116 disclosures. RemainingRs.18.39 crores being finance cost of term loans is lower by Rs.3.19 crores than previousyear on account of repayment of term loans reduction in interest costs of the term loanand better working capital management


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


Due to outbreak of Covid-19 pandemic and the subsequent lockdown the company is facingstress on cash flows and to mitigate the current unexpected situation the Company hastaken steps to curb all fixed costs. Hence the Board of Directors decided not to declaredividend for the Financial year 2019-2020.


The performance of Green Woods Palaces and Resorts Private Limited the JV Company forthe financial year ended 31st March 2020 is as below:

(Rs. In Crores)
Particulars 2019-20 2018-19
Total Revenue 141.37 137.81
Operating expenses 81.16 80.97
Depreciation 25.22 25.17
Finance cost 23.39 23.67
Profit / (Loss) Before Tax 11.60 8.00
Tax expense:
Current tax - -
Deferred tax 2.94 2.12
Short provision of tax of earlier years - -
Profit / (Loss) After Tax 8.66 5.88
Earnings per share (Rs.) 1.15 0.78


As required under the Listing Agreement entered into with the Stock Exchanges aconsolidated financial statement of the Company which includes the company's share inGreen Woods Palaces and Resorts Private Limited (the JV Company) is attached. Theconsolidated financial statements have been prepared in accordance with the relevantaccounting standards as prescribed under section 133 of the Companies Act 2013 read withRule 7 of the Companies (Accounts) Rules 2014 and the Companies (Indian AccountingStandards) Rule 2015 (as amended). The Company consolidated the proportional Profit aftertax /( Loss after Tax) in accordance with Accounting Standards of Ind AS 110 read with IndAS 28.


The total long term borrowings of the company stood at Rs.165.62 crores for the yearended 31st March 2020 as compared to Rs.197.87 crores as at 31st March 2019. During thefinancial year under review the company repaid Rs.32.25 crores.


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. Recently Hon'ble Supreme Court has set asidethe Hon'ble National Green Tribunal (NGT) order banning construction activity within 75meters from the lake bed. The company will judiciously take decision when to start theproject considering the current economic situation due to Covid 19 which impacted thecash flows of the company. The hospitality industry is severely impacted due to Covid 19.



The Company has taken up the phased refurbishments works of Guest Rooms and during thefinancial year under review the company completed the renovation/ refurbishment of 2floors with this 5 guest floors are renovated and around 210 Rooms are New Rooms.


The Company has taken up the phased refurbishments and the mock-up room construction iscompleted and the renovation of rooms will be taken up at appropriate time keeping in viewthe current cash flow position of the company.


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



In accordance with the provisions of Companies Act 2013 read with the Articles ofAssociation of the Company Mr. Puneet Chhatwal (DIN:07624616) and Mr. Giridhar Sanjeevi(DIN:06648008) Promoter Directors representing IHCL retire by rotation and beingeligible offered themselves for re-appointment.

Mr. D R Kaarthikeyan (DIN:00327907) and Mr. M B N Rao (DIN:00287260) Non-ExecutiveIndependent Directors of the Company completed their First term of 5 years on 27.07.2020.The company proposes to re-appoint them for another term of 5 years and based on therecommendation of the Nomination and Remuneration Committee and Board of Directorsappointed and recommends the reappointment of Mr. D R Kaarthikeyan and Mr. M B N Rao asIndependent Directors of the company by passing a special resolution(s). Mr. D RKaarthikeyan and Mr. M B N Rao Non-Executive Independent Directors shall hold office fora term 5 years. i.e. 04.08.2020 to 03.08.2025

Resignation/ Retirement of office of Director(s):

During the year Mr. G V Sanjay Reddy (DIN:00005282) has resigned from the Board on29.01.2020 and the Board of Directors placed on record its appreciation for the servicesrendered by him during the tenure as Director of company.

Mr. K Jayabharath Reddy (DIN:00038342) Mr Ch G Krishna Murthy (DIN:01667614) and Mr. SAnwar (DIN:06454745) Non-Executive Independent Directors of the Company completed theirFirst term of 5 years on 27.07.2020 and who opted not to seek re-appointment for thesecond term as "Independent Director" due to their personal commitments


In order to comply with the Listing Regulations on Board composition of PromoterDirectors and Independent Directors the Board appointed Mrs. Dinaz Noria as an AdditionalDirectors (Independent Woman Director) of the Company w.e.f. 25.06.2020 under Section 161of the Companies Act 2013. The appointment is subject to the approval of the shareholdersat the ensuing Annual General Meeting. The Company also received i) consent in writing toact 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 ofthe Companies (Appointment & Qualification of Directors) Rules 2014 to the effectthat they are not disqualified as per Section 164(2) of the Companies Act 2013; and iii)a declaration to the effect that she meets the criteria of independence as provided underSection 149 of the Companies Act 2013.

Mrs. Dinaz Noria Independent Directors shall hold office for a term of 5 years i.e.25.06.2020 to 24.06.2025.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2020 are: Mrs. G Indira Krishna Reddy Managing Director MrsShalini Bhupal Joint Managing Director and Mr. J Srinivasa Murthy CFO & CompanySecretary of the Company.


Pursuant to the provisions of the Companies Act 2013 and Listing Regulations theBoard has carried out an Annual Evaluation of its own performance Board Committees andIndividual Directors.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee 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 Committee reviewed theperformance of the individual directors on the basis of the criteria approved by theBoard. Each Committee and the Board expressed satisfaction on the performance of eachDirector.


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


A separate meeting of Independent Directors as required under the Schedule IV of theCompanies Act 2013 was held on 22nd July 2020 without presence of Executive Directors.Such meeting was conducted to review and evaluate a) the performance of Non-IndependentDirectors and the Board as a whole (b) the performance of the Chairperson of the companytaking 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 companymanagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties. The

Independent Directors expressed their satisfaction with the performance ofNon-Independent Directors and the Board as a whole and the Chairman of the IndependentDirectors meeting briefed the outcome of the meeting to the Chairman of the Board.

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


Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 your Directors have appointedM/s.Narender & Associates Practicing Company Secretaries (Certificate of PracticeNo.5024) Hyderabad to undertake the Secretarial Audit of your Company for the financialyear 2019-20.

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


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.


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 ofthe 22nd AGM held in the year 2017 until the conclusion of the 27th AGM to be held in theyear 2022.

Accordingly M/s.M. Bhaskara Rao & Co Chartered Accountants Statutory Auditors ofthe Company will continue till the conclusion of Annual General Meeting to be held in2022. In this regard the Company has received a Certificate from the Auditors to theeffect that their continuation as Statutory Auditors would be in accordance with theprovisions of Section 141 of the Companies Act 2013.

Auditors Report

The Statutory Auditors have issued unmodified opinion in their Standalone andConsolidated Auditor's Report for the financial year ended 31st March 2020 and there areno qualifications reservations or adverse remarks in the Auditor's Report.


The Board of Directors of the Company have appointed M/s. Price Waterhouse & Co.M/s. Protiviti India Member Pvt Ltd and M/s. SNB Associates as Internal Auditors toconduct Internal Audit of the Company Hotels for the Financial Year 2019-20 and theInternal Auditors have presented the observations to the Audit Committee at their meetingheld on 25.06.2020.


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


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


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


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.


There have been no material changes and commitments affecting the financial positionof the company that have occurred between the end of the financial year 2019-20 and thedate of this report except the impact arising out of COVID-19 pandemic which is brieflydescribed below: On March 11 2020 the World Health Organization (WHO) declared COVID-19outbreak as a pandemic. Responding to the potentially serious threat that this pandemichas to public health the Indian Government has taken a series of measures to contain theoutbreak which included imposing multiple ‘lock-downs' across the country fromMarch 22 2020 which was extended in in a phased manner till May 31 2020. All businessesand services except those catering towards essential services had been closed during theperiod of lock-down. However in order to mitigate the economic and social hardshipsinduced by the COVID-19 pandemic and resultant lock-down there has been a partial liftingof lock-down and dilution of stringent measures imposed since the beginning of June 2020.

The hotel business has been severely impacted on account of COVID-19. Many of thehotels have been closed since the mandated lockdown from March 22 2020. The Company iscurrently operating a few hotels with low occupancy and expects all the hotels to becomeoperational in a staggered manner depending upon the business environment.

However revenues are expected to be softer in the initial phase after the lifting ofthe lockdown mainly due to lower occupancies arising out of reduced business and leisuretravel.

The Company is taking all necessary measures to contain costs rationalise resourcestaking initiatives to uplift revenue which includes invoking force majeure condition inthe lease/license agreements in respect of leased/licenses hotel properties for waiver ordeferment of lease rentals during the lockdown period holding back on discretionaryspending postponing renovations and implementing various cost optimization measures. TheCompany has assessed the potential impact of Covid-19 on the carrying value of propertyplant and equipment right of use assets intangible assets investments tradereceivables inventories and other current assets appearing in the financial statementsof the Company. In developing the assumptions and estimates relating to the futureuncertainties in the economic conditions because of this pandemic the company has usedinternal and external sources of information and based on current estimates expects torecover the carrying amounts of these assets and do not forsee any impairment in thevalues of these assets.

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 ___ of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014

There are no employees other than Whole Time Directors/KMP's drawing remuneration ofmore than Rs.102 lakhs or drawing remuneration of Rs.8.50 lakhs per month if employed partof the year as required under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.


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 monitoring by functional experts as well as testing ofthe internal financial control systems by the internal auditors during the course of theiraudits. We believe that these systems provide reasonable assurance that our internalfinancial controls 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.


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 affairs of the Company at the end of the financial year i.e. 31stMarch 2020 and of the profit of the Company for that period. c. They have taken properand sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the Companies Act 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities. d. that the Directors haveprepared the Annual Accounts for the Financial Year ended 31st March 2020 on a goingconcern basis. e. They have laid down internal financial controls for the company and suchinternal financial controls are adequate and were operating efficiently and f. They havedevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.


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 attributesand independence 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


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 afirmed that no personnel of the Company has been denied access to theAudit Committee. The said policy is available on the Company's website at www.tajgvk.inunder corporate policies.


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


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


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 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. AllRelated Party Transactions are subjected to approval by Audit committee to establishcompliance with the requirements of Related Party Transactions under the Companies Act2013 and Listing Regulations.

Pursuant to Regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 related party transaction are reported to the Stock Exchanges on a halfyearly basis.

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 annual consolidated turnover as per the lastaudited financial statements were entered during the year by your Company. Accordinglythe disclosure of Related Party Transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC-2 is not applicable.


Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Business Responsibility Report is enclosed to this Board's Report as Annexure– 6.


The Audit Committee of the Company reviewed the Standalone and Consolidated Financialstatements for the year under review at its meeting held on 25th June 2020 andrecommended the same for the approval of the Board of Directors.


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.


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 andlearning more about the needs of our employees. In addition to our training anddevelopment programme the Company also communicate frequently with the employees andvalue highly the commitment of the employees and recognize the important role thecommunication has in festering the good working relationships. The Company also ensurethat employees are informed on matters relating to their employment and on financial andeconomic factors affecting the company's business. At this same time we also seek feedbackand Ideas from employees to improve our operations. The total strength of employees ofyour Company for the year under review was about 454 permanent employees which includesUnit staff / Deputed staff and 1254 employees on FTC / outsourced.


Your Company's Hotel properties at Hyderabad Chandigarh & Chennai are certified byFood Safety and Standards Authority of India (FSSAI) for the desired norms in F&Boperations and also TAJ Krishna Hyderabad certified and assessed as meeting GoldCertification requirements of the Earth Check Standards during the year under review.


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 ListingFees. The company has paid the listing fee for the financial year 2020-21.


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 2019-20 Number of complaints received : 2 (Two)Number of complaints disposed off : 2 (Two)


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


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 increased use of Secondary TreatmentPlant water for cooling towers. Operational measures include close monitoring and controlof energy consumption and 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.


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.


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 2020 March 31 2019
Earned 3514.00 4786.00
Used 376.41 382.34


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 : 04.08.2020 Non Executive Chairman