Taj Krishna, Hyderabad Taj Deccan, Hyderabad Taj Banjara, Hyderabad Taj Santacruz, Mumbai Taj Chandigarh, Chandigarh Taj Clubhouse, Chennai Vivanta by Taj, Begumpet, Hyderabad 24TH ANNUAL REPORT 2018-19 CORPORATE INFORMATION Board of Directors (As on 15.05.2019) Dr. GVK Reddy : Non-Executive Chairman Mrs. G Indira Krishna Reddy : Managing Director Mrs. Shalini Bhupal : Joint Managing Director Mr. G V Sanjay Reddy : Non-Executive Non-Independent Director Mr. Krishna R Bhupal : Non-Executive Non-Independent Director Mr. Puneet Chhatwal : Non-Executive Non-Independent Director Mr. Rajendra Misra : Non-Executive Non-Independent Director Mr. Giridhar Sanjeevi : Non-Executive Non-Independent Director Mr. K Jayabharath Reddy : Independent Director Mr. D R Kaarthikeyan : Independent Director Mr. M B N Rao : Independent Director Mr. Ch G Krishna Murthy : Independent Director Mr. S Anwar : Independent Director Mr. A Rajasekhar : Independent Director Mr. N Anil Kumar Reddy : Additional Director (Independent) (w.e.f. 15.05.2019) Mr. N Sandeep Reddy : Additional Director (Independent) (w.e.f. 15.05.2019) Mr. J Srinivasa Murthy : CFO & Company Secretary Board Committees Audit Committee Mr. K Jayabharath Reddy : Chairman Mr. Krishna R Bhupal : Member Mr. Puneet Chhatwal : Member Mr. M B N Rao : Member Mr. Ch G Krishna Murthy : Member Mr. S Anwar : Member Nomination and Remuneration Committee Mr. K Jayabharath Reddy : Chairman Mr. Krishna R Bhupal : Member Mr. Puneet Chhatwal : Member Mr. M B N Rao : Member Mr. D R Kaarthikeyan : Member Corporate Social Responsibility Committee Mr. Ch G Krishna Murthy : Chairman Mrs. G Indira Krishna Reddy : Member Mr. D R Kaarthikeyan : Member Stakeholders Relationship Committee Mr. Ch G Krishna Murthy : Chairman Mrs. G Indira Krishna Reddy : Member Mrs. Shalini Bhupal : Member Annual Report - 2018-19 l 1 TAJGVK HOTELS & RESORTS LIMITED Company Bankers : IDBI Bank Limited HDFC Bank Limited. AXIS Bank Limited Stock Exchanges where : Bombay Stock Exchange Ltd. (Scrip Code:532390) Company’s Securities National Stock Exchange of India Ltd. (Scrip Code:TAJGVK) are listed Registered Office : TAJGVK Hotels & Resorts Limited (CIN: L40109TG1995PLC019349) Taj Krishna, Road No.1, Banjara Hills, Hyderabad – 500 034. Ph No.040-66293664, Fax: 040-66625364 E-mail:[email protected] www.tajgvk.in Registrars & Share : Venture Capital & Corporate Investments Pvt. Ltd. Transfer Agents #12-10-167, Bharat Nagar Hyderabad 500 018. Tel: 040 23818475, 040-23818476 Fax: 040 23868024 E-mail: [email protected], www.vccipl.com Statutory Auditors : M/s. M. Bhaskara Rao & Co. (Firm Regn. No.000459S) Chartered Accountants 5-D, 5th Floor, Kautilya, 6-3-652, Somajiguda, Hyderabad – 500 082 Internal Auditors : M/s. Price Waterhouse & Co. (CIN:U74140WB1983PTC036093) Plot No.77/A, 8-2-624/A/1 3rd Floor, Road No.10 Banjara Hills, Hyderabad – 500034 Secretarial Auditors : M/s. Narender & Associates (M.No.FCS4898) Company Secretaries 403, Naina Residency, Srinivasa Nagar (East) Ameerpet, Hyderabad – 500 038 2 l Annual Report - 2018-19 FINANCIAL HIGHLIGHTS (Rs. in crores) 2018-19 2017-18 2016-17 2015-16 2014-15 Total Revenue 324.09 290.88 269.77 272.00 250.02 Profit Before Tax 38.13 32.01 18.63 15.24 (2.04) Profit After Tax (after extraordi- 24.24 21.19 10.22 8.21 (2.47) nary/prior period items) Shareholders’ Funds 400.55 380.73 362.48 355.28 347.07 Borrowings 197.87 228.62 256.37 269.35 269.35 Debt Equity ratio 0.49:1 0.60:1 0.71:1 0.76:1 0.78:1 Book value per share (Rs) 63.88 60.72 57.81 56.66 55.35 Earnings per share (Rs) 3.87 3.38 1.63 1.31 (0.39) Dividend % 30% 30% 20% 20% NIL Annual Report - 2018-19 l 3 TAJGVK HOTELS & RESORTS LIMITED CONTENTS Corporate information 1-2 Financial Highlights 3 Notice 5-22 Directors’ Report 23-42 Management Discussion and Analysis 43-46 Corporate Governance & Shareholders information 47-66 Standalone Financial Statements Independent Auditor’s Report 68-75 Balance Sheet 76 Profit & Loss Account 77 Cash Flow Statement 78-79 Notes to Financial Statements 80-102 Consolidated Financial Statements Independent Auditor’s Report 104-109 Balance Sheet 110 Profit & Loss Account 111 Cash Flow Statement 112-113 Notes to Financial Statements 114-136 AGM Venue Route Map 137 Attendance Slip 138 Proxy Form (MGT-11) 139 4 l Annual Report - 2018-19 NOTICE OF 24TH ANNUAL GENERAL MEETING (AGM) Notice is hereby given that the TWENTY FOURTH ANNUAL GENERAL MEETING of TAJGVK HOTELS & RESORTS LIMITED will be held at Sri Sathya Sai Nigamagamam, 8-3-987/2, Sri Nagar Colony, Hyderabad – 500073 on Thursday, the 25th July, 2019 at 11.30 A.M. to transact the following business: ORDINARY BUSINESS: To consider and if thought fit, to pass with or without modification(s), the following resolution(s) as an Ordinary Resolution(s): 1) To receive, consider and adopt the Standalone and Consolidated Audited Profit and Loss Account for the year ended March 31, 2019 and the Balance Sheet and Cash Flow Statement as on at that date, together with the Reports of Board Directors’ and Auditors’ thereon. 2) To consider and declare dividend on the Equity Shares for the financial year ended March 31, 2019. 3) To appoint a Director in place of Mr. Krishna R Bhupal (DIN:00005442) who retires by rotation and being eligible, offers himself for re-appointment as Director liable to retire by rotation. To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution: 4) To appoint a Director in place of Dr. GVK Reddy (DIN:00005212) who retires by rotation and being eligible, offers himself for re-appointment as Director liable to retire by rotation. SPECIAL BUSINESS: 5) To re-appoint Mr. A Rajasekhar as an Independent Director. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 152, 160 and other applicable provisions, if any, of the Companies Act, 2013 (Act) and the Rules framed there under, read with Schedule IV to the Act and Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the consent of the Members of the Company by way of special resolution be and is hereby accorded to re-appoint Mr. A Rajasekhar (DIN:01235041), as an Independent Director of the Company from 15th May, 2019 to 14th May, 2024 and he shall not be liable to retire by rotation, who has submitted a declaration that he meets the criteria of independence as provided in Section 149 of the Act.” “RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to do all such acts, deeds, matters and things and give such directions as may be necessary, in the best interest of the Company, for giving effect to the aforesaid Resolution, including but not limited to signing and execution of necessary forms and documents as may be deemed necessary and expedient in its discretion.” 6) To appoint Mr. N Sandeep Reddy as an Independent Director. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections149, 150, 152 and 160 and other applicable provisions, if any, of the Companies Act, 2013 (Act) and the Rules framed there-under, read with Schedule IV to the Act and Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the consent of the Members of the Company be and is hereby accorded to appoint Mr. N Sandeep Reddy (DIN:00483826),who was appointed as an Additional Director of the Company by the Board of Directors, in terms of Section 161 of the Companies Act, 2013 and who has submitted a declaration that he meets the criteria of independence under Section 149 of the Companies Act, 2013 and who is eligible for appointment be and is hereby appointed as an Independent Director of the Company, for a period of 5 years i.e., from 15th May, 2019 to 14th May, 2024 and he shall not be liable to retire by rotation.” “RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to do all such acts, deeds, matters and things and give such directions as may be necessary, in the best interest of the Company, for giving effect to the aforesaid Resolution, including but not limited to signing and execution of necessary forms and documents as may be deemed necessary and expedient in its discretion.” 7) To appoint Mr. N Anil Kumar Reddy as an Independent Director. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections149, 150, 152 and 160 and other applicable provisions, if any, of the Companies Act, 2013 (Act) and the Rules framed there-under, read with Schedule IV to the Act and Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the consent of the Members of the Company be and is hereby accorded to appoint Mr. N Anil Kumar Reddy (DIN:00017586), who was appointed as an Additional Director of the Company by the Board of Directors, in terms of Section 161 of the Companies Act, 2013 and who has submitted a declaration that he meets the criteria of independence under Section 149 of the Companies Act, 2013 and who is eligible for appointment be and is hereby appointed as an Independent Director of the Company, for a period of 5 years i.e., from 15th May, 2019 to 14th May, 2024 and he shall not be liable to retire by rotation.” Annual Report - 2018-19 l 5 TAJGVK HOTELS & RESORTS LIMITED “RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to do all such acts, deeds, matters and things and give such directions as may be necessary, in the best interest of the Company, for giving effect to the aforesaid Resolution, including but not limited to signing and execution of necessary forms and documents as may be deemed necessary and expedient in its discretion.” 8) To re-appoint Mrs.