05:07 Jun 19, 2013  

TajGVK Hotels & Resorts Ltd

HSL Code: TAJGVK   |   BSE Code: 532390  |   NSE Symbol: TAJGVK  |   ISIN: INE586B01026
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TAJGVK HOTELS AND RESORTS LIMITED

ANNUAL REPORT 2011-2012

DIRECTOR`S REPORT

Dear Shareholders,

Your 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  
Rs.260.66  crores to  Rs.255.94 crores. The gross operating profit  (PBDIT) 
was lower by 18.04% at  Rs.80.02 crores from the previous year`s   Rs.97.64 
crores  and  the  net profit was lower by 32.33% in  the  current  year  at  
Rs.29.33 crores compared to  Rs.43.34 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  Rs.10.93  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  Rs.110.25 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

Management Discussion and Analysis

1. ECONOMIC OVERVIEW:

The  Indian  economic  growth was slightly subdued  in  201112  because  of 
various  factors,  both global and internal. Slower economic  expansion  of 
world  output and recent corporate governance issues are some of  the  main 
reasons.  Headline  inflation surged sharply to its highest level  in  more 
than a year, maintaining pressure on the RBI for a fresh dose of  interest-
rate  hikes  despite flagging economic growth.  Sharp  higher  year-on-year 
inflation in food items, and fuel products led to the spike in the headline 
estimates.  Industrial growth during the year slumped to 3.3 per cent  with 
high interest rates affecting the factory output. Eight core infrastructure 
sectors   of   crude  oil,  petroleum  refinery  products,   natural   gas, 
fertilisers, coal, electricity, cement and finished steel logged a 3.5  per 
cent  growth  down from 4.4 per cent expansion witnessed  in  the  previous 
year.  The services sector also witnessed a slow pace in growth on  account 
of the lagged effects of monetary policy tightening, the elevated level  of 
inflation and the heightened uncertainty about the global economic outlook.

The  Euro-zone  crisis  have had a negative impact on  the  Indian  capital 
markets  as  Indian  shares  posted their biggest  fall  since  the  months 
following the Lehman Brothers collapse. Indian Rupee also weakened by close 
to  9  per  cent to the USD by the third quarter of the year.  This  had  a 
severe impact on the profitability of Indian companies especially those who 
had  borrowed  through  the  External  Commercial  Borrowing  window.   The 
corporates  have been increasingly tapping overseas loans mostly in the  US 
currency  to save costs arising out of higher interest rates and  liquidity 
constraints  in the domestic market in the recent months, but  the  falling 
value  of rupee seems to have negated the benefits. Further the decline  in 
tax collections also dented the feasibility of the government in  achieving 
its fiscal deficit target for 2011/12.

However, exports grew at double digit figures. The government also  adopted 
certain policy measures to rope in inflation and increase investment in the 
country.  It  eased overseas borrowing rules and allowed companies  to  tap 
foreign  markets  like  China  for debt. RBI  continued  with  its  hawkish 
monetary stance and raised key rates to rope in inflationary pressures.

2. HOSPITALITY & TOURISM INDUSTRY OVERVIEW:

The  global hotels industry appears to be now on a path of  slow  recovery, 
having  coming out of two exceptionally bad years 2009 and 2010. While  the 
main  recovery  leaders  are the emerging  countries  in  the  Asia-Pacific 
region, the developed luxury hotel markets of the USA and Europe have  also 
reported signs of demand recovery during the past 12 months.

Travel & Tourism globally enjoyed a strong year in 2011. Airline  passenger 
traffic,  international tourist arrivals, hotel occupancy and average  room 
rates  (ARRs), and international tourism receipts were all higher  than  in 
2010.  However,  growth  was  typically  slower  than  in  2010  and,  more 
significantly,  began  to  slow progressively towards the end  of  2011  as 
economic growth lost momentum. International airline traffic growth,  which 
had been on a downward trend before stabilizing, is now showing some  signs 
of  an  upturn.  The  Asia Pacific region witnessed  a  5%-6%  increase  in 
international tourist arrival which was higher than the world par  increase 
of 4%-4.5%.

In  India,  the  occupancy led recovery that started  with  the  return  of 
domestic travellers late in calendar 2010-11, received a boost with foreign 
tourist  arrivals  (FTAs) picking up in the year 2011-12. One  of  the  key 
risks  to  recovery  came from demand dampeners,  namely,  expectations  of 
relatively  mute  corporate  performance in  fiscal  2011-12,  increase  in 
interest  rates,  rise in fuel and food prices  and  subdued  macroeconomic 
signals from the developed markets. Additionally on the supply front, heavy 
supplies  in  markets like the National Capital  Region  (NCR),  Hyderabad, 
Pune, Bangalore and Chennai suppressed pricing power to an extent.

With the latest technology and facilities, warm hospitality, rich  heritage 
and  natural  beauty,  India  is an  ideal  destination  for  meetings  and 
congresses and offers a unique and exotic destination that can be  combined 
with a leisure holiday. India boasts many world-class convention centres as 
well  as stunning scenery, transforming an annual business meeting  into  a 
glamorous  and  enjoyable  event.  India  has  now  become  an   attractive 
destination for any global hotel company which is evidenced from the  entry 
of  a slew of international hotel brands in the country and other  plotting 
their  strategies  for  entry. Also, what is remarkable  to  note  is  that 
inspite  of the intense competition from international brands,  the  Indian 
brands have held their turf and thrived.

3. Market Overview

Hyderabad

Hyderabad  is  the largest contributor to the state`s GDP,  state  tax  and 
other  revenues. In addition to being an IT and ITeS hub Hyderabad  emerged 
as  a  pharmaceutical  and  biotechnology  hub  and  is  known  as  India`s 
pharmaceutical  capital and Genome Valley of India. It is also a  house  to 
many entertainment industries, and financial services.

Certain political disturbances have had an impact on the number of tourists 
visiting  Hyderabad.  However,  industry analysts say they  have  not  come 
across  any incident where hospitality projects have moved out of the  city 
due  to  the current scenario. Hyderabad remains one  of  the  sought-after 
destinations for launching new hotels.

Lately,  there  is clear polarisation in hospitality  preference  with  one 
bunch  of hotels in the Central Business District (CBD), and another  group 
located in and around the Hitec City area along with those coming up in the 
IT business hub. The first half of this year witnessed the launch of  Lemon 
Tree  and  Sarovar Hotel projects. This was followed by the opening  up  of 
Vivanta by Taj - Begumpet, the Park Hyatt, and Marigold by Greenpark -  all 
in the five-star category. The 181 room Vivanta by Taj - Begumpet hotel  at 
Hyderabad  became  operational  in  the third  quarter.  With  this  recent 
capacity expansion, the Company`s room inventory has gone up from 902 rooms 
to 1083 rooms.

Further, Hyderabad Airport is aiming to become India`s first cargo hub. GMR 
Hyderabad  International Airport Ltd, which runs the airport, is  in  talks 
with  airlines and industry to develop the hub. With its central  location, 
world-class infrastructure, free trade and special economic zone, and  huge 
presence  of pharma sector, Hyderabad is ideally suited to be a cargo  hub. 
This  would certainly boost the business travel inflow into  Hyderabad  and 
hence would benefit the hotel industry in the city.

The  city has also been voted by MICE (Meetings,  Incentives,  Conferences, 
Exhibitions) readers as the best city for MICE in Asia for the Annual  MICE 
report  Awards 2012. The city has got a double bonanza with  the  Hyderabad 
International  Convention Centre (HICC) hosting the 11th Conference of  the 
Parties  to the UN Convention on Biological Diversity in October  2012  and 
Hyderabad  being voted Winner of the Best City for MICE in Asia for  Annual 
Mice Report Awards 2012.

Chandigarh

With  an international airport on the cards, and a lot of big hotel  chains 
investing in the city, Chandigarh is set to consolidate its position as the 
Gateway  to  the Punjab. Chandigarh is the first planned,  modern  city  of 
India;  the  union  territory  includes  the  satellite  cities  of  Mohali 
(Punjab), and Panchkula (Haryana). The hospitality demand drivers here  are 
the  liberal government policies, economic reforms, and the  interest  from 
the IT sector, which have largely supported economic growth in the city.

With  more international flights slated to operate from the city,  sanction 
for  the  Metro  project and the growth of the IT industry  in  and  around 
Chandigarh,  the  hospitality  industry is bound to get a  boost  from  the 
corporate as well as tourist activity. Further, the city hotels have always 
got a boost from the business brought in by the cricket matches held at the 
Mohali Stadium.

The  city  is  becoming a hot spot for the hospitality  sector.  While  Taj 
Chandigarh  was  a forerunner in making Chandigarh its  destination,  other 
hotel  chains  are having new plans to open their accommodation.  Hotel  JW 
Marriott  has  already  become operational in 2011-12.  Sarovar  Hotel  and 
resorts, one of India`s leading hotel management Company, has also launched 
their property during the year.

Chennai

There was a time when Chennai that was Madras had just a couple of upmarket 
hotels.  That  was also when the city was known for  its  magnificent  open 
spaces  and plenty of tourist attractions. Now we have an embarrassment  of 
riches  when  it comes to choice of hotels. And the number is  all  set  to 
increase, with several hotel projects nearing completion. The Chennai  five 
star  hotel  market  would have nearly doubled in  size.  Four  hospitality 
player  Hilton  already getting its hotel operational  groups  like  Hyatt, 
Leela and ITC are set to open their new properties soon. In Chennai,  there 
are  less than 2,000 rooms of four star and five star hotels as of now.  By 
year end, nearly 1,500 rooms would have been added thereto.

The diverse nature of demand in Chennai, comprising of IT/ITeS,  automotive 
industry,   as   well  as  other  manufacturing   industries   located   in 
Sriperumbudur  will  sustain  the  growth  in  demand  going  forward.  The 
expansion of existing manufacturing facilities and setting up of new plants 
is responsible for attracting extended-stay demand to the city, and is also 
responsible  for  travel  by  foreign corporate  guests  with  high  paying 
propensity.

4.  Future 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.

Investment in Mumbai Hotel

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  Rs.110.25 crs in the Hotel Project.

Other plans

The  company  has been allotted around 6 acres of land  at  Yelahanka  near 
Bangalore  for  hotel project. 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.

5. Financials

Revenues:

Income has decreased by 2% to  Rs. 255.94 crores from  Rs. 260.76 crores in 
the previous year.

The room revenues fell by 4% to  Rs. 122.50 crores from  Rs. 127.35 crores. 
The Food & Beverage income was  Rs. 110.46 crores a fall of 3% compared  to 
previous year`s  Rs. 114.44 crores.

Expenditure:

*  The  total expenditure increased by 9% to  Rs. 213.16 crores  from   Rs. 
195.03 crores in the previous year due to a combination of addition of  the 
new Vivanta property at Hyderabad, the one-time write-off of  pre-operative 
expenses of that property as well as the effect of inflation.

* Payroll cost was higher by 5% ( Rs.2.48 crores) over previous year mainly 
on  account  of salary increments as well as addition of  the  new  Vivanta 
property at Hyderabad.

*  Other operating expenses were higher by 9% as compared to previous  year 
mainly on account of rise in cost of raw material as well as that of  power 
and  fuel in addition to the effect of the addition of the new property  at 
Hyderabad.

*  Other  expenses were higher than previous year by  9%.  Earnings  before 
Interest, Depreciation, Tax and Amortisation (EBIDTA):

EBIDTA registered a decline of 18% ( Rs. 17.72 crores) to  Rs. 80.02 crores 
in 2011-12 from  Rs. 97.74 crores in the previous year.

Profit before Tax:

The  PBT  fell by 35% to  Rs. 42.78 crores from  Rs. 65.73  crores  in  the 
previous year.

Profit after Tax:

The PAT decreased by 32% to  Rs. 29.33 crores from  Rs. 43.34 crores in the 
previous year.

6. RISK MANAGEMENT:

Risks and Concerns

Economic  Risks: Hotel business in general is sensitive to fluctuations  in 
the  economy. The hotel sector may be unfavourably affected by  changes  in 
global  and domestic economies, changes in local market conditions,  excess 
room  supply,  reduced international or local demand for  hotel  rooms  and 
associates  services, competition in the industry, government policies  and 
regulations, fluctuations in interest rates and foreign exchange rates  and 
other  natural and social factors. Since demand for hotels is  affected  by 
world  economic growth, a global recession could lead to a downturn in  the 
hotel industry.

Socio-Political  Risks: The Hotel industry faces risk from volatile  socio-
political  environment,  internationally  as well as  within  the  country. 
India,  being  one  of the fastest growing economies of the  world  in  the 
recent past, continues to attract investments. However, any adverse  events 
such as political instability, conflict between nations, terrorist  attacks 
or  spread of any epidemic or security threats to any countries may  affect 
the level of travel and business activity.

Security Risks: The Hotel industry demands peace at all times to  flourish. 
The  biggest villain in South East Asia has been terrorism supplemented  by 
political instability. Subsequent to the Mumbai terror attacks in  November 
2008,  the  hotel  industry  has invested  substantially  on  security  and 
intelligence.  The  security concerns have been duly  addressed  instilling 
confidence in the customer by providing international standards of safety.

Company-specific Risks

Heavy Dependence on India:

Risk of wage inflation: The hotel industry needs quality employees and with 
demand  for the same improving across the industry, the Company feels  that 
wage  inflation  would be a critical factor in determining  costs  for  the 
Company.  Thus, your Company will continue to focus on  improving  manpower 
efficiencies   and   creating  a  lean   organisation,   while   maximising 
effectiveness  in terms of customer service and satisfaction, which  is  an 
area of great importance for your Company.

Foreign  Exchange Risk: Your Company may be impacted by the fluctuation  of 
the  Indian Rupee against other foreign currencies. To mitigate  this  risk 
the Company has migrated to single currency billing in Indian Rupees.

Project  Implementation  Risk: Your Company may be impacted  by  delays  in 
implementation  of projects which would result in increasing  project  cost 
and  loss of potential revenue. To mitigate this risk, the Company  has  in 
place  an  experienced  project  team supported  by  the  leading  external 
technical  consultants  and  a dedicated project  management  company.  The 
Company will endeavour to complete its projects on time at optimal cost  so 
as to maximise the profitability.

7.  Internal Controls

Your Company`s Internal Auditors carryout audit of the transactions of  the 
Company  at all the hotels and the corporate office periodically, in  order 
to  ensure  that  recording  and reporting are  adequate  and  proper.  The 
Internal  Audit  also  verifies  whether internal  controls  and  checks  & 
balances  in  the systems are adequate, proper and up to  date.  Corrective 
actions  for  any  weaknesses in the system that may be  disclosed  by  the 
Audits  are  taken. The Internal audit is based on an  exhaustive  list  of 
parameters called the Taj Positive Assurance Model (TPAM) which  identifies 
the critical issues needing immediate management attention. The  meticulous 
implementation  of  the improvements resulting from the TPAM  exercise  has 
overhauled the existing system and resulted in higher efficiencies.

The Audit Committee of the Board reviews the important observations of  the 
Internal  Audit  and  suggests corrective actions  for  the  management  to 
implement.  The  Internal  Audit team also assesses the  risks  facing  the 
company,  steps taken to mitigate the risks and holds discussions with  the 
management on the subject in order to create awareness of the risks and  to 
take appropriate actions for reducing the impact and frequency of 
occurrence of the risks.

The  Audit  Committee  of  the Company meets  periodically  to  review  and 
recommend  quarterly,  half-yearly and annual financial statements  of  the 
Company.  The Committee also holds discussions with the internal  auditors, 
statutory  auditors and the management on the matters relating to  internal 
controls, auditing and financial reporting. The Committee also reviews with 
the statutory auditors, the scope and results of the audits.

8. HUMAN RESOURCES: 

Human Capital

Nobel  Prize-winning economist Gary S. Becker, who coined the  term  "human 
capital,"  says that the basic resource in any company is the  people.  The 
most  successful companies will be those that manage human capital  in  the 
most effective and efficient manner.

The present day economy has been titled as "Knowledge economy". In such  an 
economy,  it is people who make all the difference. Talent occupies  centre 
stage  in  the Indian workplace. In view of this,  managing  and  retaining 
manpower is becoming crucial to an organization`s success. Therefore,  your 
Company  endeavours  to take a more strategic and  supportive  approach  to 
recruiting and retention to find and keep the new breed of evolving talent.

Recognition & Communication

Your  Company has inculcated the best practices of Human Resources  of  Taj 
Group  to  weight its Human resources capital. In line with  the  corporate 
guidelines,  the  `STARS` -Special Thanks and Recognition System  is  being 
followed  to motivate the associates who excel in their  service  standards 
and  reward  them  accordingly.  The  TATA  core  values  are  imparted  to 
associates including new inductees, through the Tata Code of Conduct - TCOC 
as a group policy along with the Sexual Harassment Redressal Policy - SHRP. 
An Employee Satisfaction Survey is conducted at the end of every  financial 
year  by  an  external organization, the  Gallup  Organization  to  provide 
feedback  to  the Company on the satisfaction levels so as  to  enable  the 
Company  to frame necessary measures to improve the work environment.  Acts 
of  excellence are recognized by displaying the names of the  employees  on 
the notice board.

A continuous dialogue between the management and the associates is promoted 
through the monthly Town Hall meetings. A quarterly Newsletter is published 
every  year  to share all the information and events at  our  hotel  across 
TAJGVK  group  of  hotels.  Customary  meetings  are  organized  with   the 
associates at department and hotel level.

It is indeed gratifying to note that Taj was awarded the Gallup "Great work 
place" award recognising its extraordinary capability to create an  engaged 
work place ethnicity. It was among 25 distinguished organisations worldwide 
and only two organisations in India to receive this prestigious award.

Social Activities

Each  hotel`s  Annual  Day  is  celebrated  every  financial  year  at  all 
properties  where all associates participate actively making this the  most 
happening  event of the year. It is the consequence of  various  activities 
conducted  for  the  associates.  Various  cultural  activities  mark  this 
occasion and the service awards are presented for employee motivation which 
is  a very good way of employee recognition, awarding them in front of  all 
the associates makes them feel conceited and acts as catalyst for others to 
do  better  and  get recognized, this marks  a  healthy  competition  which 
benefits  both  the organization as well as the associate`s.  These  awards 
were conceptualized as an appreciation for employees, who have worked  with 
the hotel and hold an exceptional professional record.

The  Joy  at  Work  or "JAW" initiative is  the  other  benefits  that  the 
organization  gives to its associates which are necessary for  contravening 
the  day  to day work activities and giving the  associates  the  necessary 
break.  These activities are conducted for the associates as an  avenue  to 
unwind from their busy work schedules.

1. Movie Screening

2. Employee Recognition

3.  Medical facilities including a dental, yoga & an eye camp  provided  to 
associates

4. Food Festival

5. Team outings for the Associate

6.  A  wide range of sports both indoor and outdoor, are held to  keep  the 
employees bright which is essential for the work place culture.

The following YOA initiatives have been rolled out for the associates:

* Birthday Celebrations including cake and meal for the family.

* Total employee involvement initiatives.

* FTC medical insurance cover.

* Free stay for newlyweds and Retiring employees.

* Health Camp.

* Up gradation of Heart of the House facility.

* Learn at Taj: Children of the associates have been given scholarships  to 
3 Taj scholars on merit based in their age category

* Paternity leave: 1 week leave has been provided

* Vidya scheme: the associates of the hotels have been driven for  computer 
literacy.

* Bridging gaps

* House system.

* Partner of the month.

* Mid management holiday plan

* Hotel management scholarship.

The  various initiatives and endeavours which have been talked  about  here 
are  part of a greater strategy set in place by the Company. The aim is  to 
bring the employees together in a cohesive structure that works efficiently 
towards the larger ideals and goals of the Company, without losing sight of 
the  dynamics  that  exist  at a  more  personal  level.  The  professional 
satisfaction  quotient of an employee dictates his/her  productive  output, 
which in turn enhances and contributes towards the larger goal of providing 
the best customer service possible.

9. Corporate Social Responsibility (CSR)

Your  company  believes in undertaking for the society and play  an  active 
role  in contribution towards the society and taking the environmental  and 
social  responsibility sincerely. It continues to be a member of  the  Tata 
Council   for  Community  Initiative  (TCCI)  which  carries   out   social 
development programs.

As an employee well being measure an "Aadhar Card Enrollment help Desk" was 
organized for all Taj Associates (Taj Hyderabad Hotels) and their  families 
for a period of 4 days wherein 2652 applications were registered.

A  New Year lunch is organized by each of the hotels in our group. The  New 
Year is ushered in with lunch served in Little Sisters of Poor home for the 
aged,  Ashray  Akruthi  School  for the  hearing  impaired  and  Don  Bosco 
Navajeevan  a  shelter  for  the  street  children.  Each  of  our   hotels 
distributes  discard  linen, uniforms, lost and found articles as  per  the 
corporate directive to registered underprivileged organizations.

In  alignment  with  the  theme  `Building  livelihoods  we  have   trained 
adolescents  /  adults in F & B Service, Food Production,  Housekeeping  to 
equip  them  with skills for developing in their future  endeavours.  Local 
organisations  like Don Bosco were instrumental in assisting our hotels  in 
acquiring youth to train. Training of specially challenged adolescents is a 
continuous culture followed at our hotels which has been inspirational  and 
a challenge which can be cherished.

Support  by  purchasing  products  from different  NGO`s  to  provide  them 
sustainable  income was a good step taken in the right direction.  Printing 
of  associate`s birthday cards from PAWMENCAP, a school for  the  specially 
challenged,  purchase  of articles made by the  physically  challenged  and 
leprosy affected supported and promoted by MESH organization are gifts  for 
all the rewards and recognition initiatives for associates.

NGO`s  are  given a platform to showcase their products and  sell  them  to 
associates.  Products  included handmade jute products by  women  self-help 
groups,  products by weavers, organic bakery products etc. The  sales  give 
them incredible support and enthusiasm. A blood donation camp was organized 
on  1st  October,  World Voluntary Blood Donation Day  which  is  used  for 
Thalesimic patients in particular. Associates from our hotels spend quality 
time  with  children  affected  with cancer  in  the  MNJ  Cancer  hospital 
distributing colours, books and snacks which is enduring.

The  total beneficiaries from Corporate Social Responsibility are 1695  and 
there  are 250 volunteers from the TAJGVK group and will continue to  scale 
many a heights in future.

The organisations/NGO`S who have been benefited from our CSR:

1. MESH
2. Kriti Foundation
3. Hyderabad Goes Green
4. Chitrika
5. Don Bosco Navajeevan
6. GMR Varalakshmi Foundation
7. Vocational Rehabilitation Center
8. Boys Town
9. Cancer Patients Aid Association

EARTH (Environment Awareness and Renewal at Taj Hotels):

Water  and  air,  the two elements on which all life  depends  have  become 
garbage cans. This propels the need to view climate change as the  greatest 
challenge  to  face man and treated as a much bigger priority than  it  has 
been in the past. As you are aware, your Company believes and inculcate  by 
spreading  knowledge  and through their practises in playing  an  important 
role in preservation of the natural elements. World Environment Day on  5th 
June  is  observed  worldwide  and at the Taj hotels  it  is  the  EARTH  - 
Environment Awareness and Renewal at Taj Hotels.

EACH  year  this  day is of huge importance  wherein  activities  involving 
associates  are  intended  and achievements by the  hotels  in  areas  like 
reducing  water  consumption, saving electricity and  waste  management  is 
dealt  with.  Activities included an Eco-walk in which  associates  of  our 
hotels participated in solidarity for Our Planet Earth, sapling plantation, 
pollution check for guests and associates vehicles, sales by  organizations 
who  promote and make environment friendly products and to add a  delicious 
`Green Menu` at the staff cafeteria.

Your Company has attained a Green Globe Certification at the Silver  level. 
Green  Globe is a global brand that includes programs  for  sustainability, 
carbon   neutrality   and  Benchmarking,  Certification   and   Performance 
improvement.  The  overall  objective to is to  target  specific  areas  in 
environment  awareness  like waste minimization, reuse,  recycling;  energy 
efficiency,  conservation, management; management of freshwater  resources; 
waste  water management; hazardous substances management; transport;  land-
use  planning and management; involvement of staff, customers,  communities 
in  environmental  issues; design for sustainability and  partnerships  for 
sustainable  development.  Over  the next few years your  Company  aims  to 
upgrade the level of certification by improved performance in all the above 
mentioned areas.

10. Outlook and the way forward:

The global recovery is threatened by intensifying strains in the euro  area 
and  fragilities elsewhere. Financial conditions have deteriorated,  growth 
prospects have dimmed, and downside risks have escalated.

The most immediate policy challenge is to restore confidence and put an end 
to  the  crisis  in the euro area by supporting  growth,  while  sustaining 
adjustment,  containing  deleveraging,  and providing  more  liquidity  and 
monetary  accommodation. In other major advanced economies, the key  policy 
requirements are to address medium term fiscal imbalances and to repair and 
reform  financial systems, while sustaining the recovery. In  emerging  and 
developing  economies,  near-term  policy should  focus  on  responding  to 
moderating  domestic  growth and to slowing external demand  from  advanced 
economies.

The  upcoming  year is projected to be a better and brighter  one  for  the 
hospitality industry though, but the question is as to what will be the new 
factors  driving the market in 2012. The landscape is evolving  quickly  as 
new technology demands that hotels become more social and engaging in their 
marketing  efforts, travelers are looking for the best value  propositions, 
and  consumer  demand is pushing for hotels to make  concerted  efforts  on 
property upgrades and improvements.

After  years of delaying capital expenditures, hotel companies are  betting 
that now is the best opportunity to renovate their properties. In  2012-13, 
we`ll  see  even  more hotels renovating  lobbies,  restaurants,  bars  and 
fitness  centers,  as well as renovating rooms. Hotel  sales,  an  absolute 
outcome  of an improved market, will spur even more  renovations.  Further, 
Revenue management will make the art of managing a hotel more of a science. 
Revenue management has morphed from the days it was first introduced by the 
airline  industry in the 1970s to being a complex science  today.  Managers 
have always lowered prices to stimulate sales when demand is weak and  have 
raised  prices  during peak demand periods. Hotels are now able  to  update 
prices  for all future arrival dates to match market demands each day,  via 
advanced market intelligence applications.

Another new and important trend that is gaining in importance in generating 
revenues  in the hotel industry is social networking. In the  upcoming  two 
years,  almost half of the travel industry will be using social media as  a 
way  of generating revenue and bookings. Currently more than one-fifth  (22 
percent)  use social media as a revenue generating tool with a  further  27 
percent planning to do so over the next five years. Plus, social media will 
become  more  of  a  key component of Search  Engine  Results  Page  (SERP) 
algorithms. Hotels can no longer afford to linger over adding social  media 
to  their  marketing mix. It`s now a necessary element  of  traffic-driving 
success.

Further,  the  Indian  Hotel  and  Tourism  sector  successfully  attracted  
Rs.4,041  crore foreign direct investment (FDI) during  April  2011-January 
2012. In the recent times, Centre has announced that the Hotel and  Tourism 
sector is a high priority sector. This highlights the confidence evinced in 
the  Indian  hospitality sector with the aim to boost  investments  in  the 
sector and to develop job opportunities therefrom.

11. Cautionary Statement:

Statements  in  the  Management  Discussion  and  Analysis  describing  the 
company`s  objectives,  projections,  estimates  and  expectations  may  be 
`forward  looking statements` within the meaning of  applicable  securities 
laws and regulations. As `forward looking statements` are based on  certain 
assumptions  and  expectations  of future events  over  which  the  company 
exercises  no control, the company cannot guarantee their accuracy nor  can 
it  warrant that the same will be realised by the company.  Actual  results 
could  differ  materially  from those  expressed  or  implied.  Significant 
factors  that could make a difference to the company`s  operations  include 
domestic and international economic conditions affecting demand, supply and 
price  conditions  in  the  hospitality  industry,  changes  in  government 
regulations, tax regimes and other statutes.
 
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