25 Apr 2017 | Livemint.com

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The Indian Hotels Company Ltd.

BSE

  • 127.00 0.90 (0.71%)
  • Vol: 55498
  • BSE Code: 500850
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  • 126.90 0.00 (0%)
  • Vol: 357326
  • NSE Code: INDHOTEL
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  • OPEN PRICE
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The Indian Hotels Company Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

Philosophy on Corporate Governance

Your Company's philosophy on Corporate Governance is laid on a foundation of Integrity, Excellence and Ethical values which have been in practice since its inception. Strong leadership and effective corporate governance practices have been the Company's inherited values from the Tata culture and ethos.

Your Company continues to lay great emphasis on the highest standards of Corporate Governance which are an integral part of all Company activities to ensure efficient conduct of the affairs of the Company, without compromising its core values. Through the Governance mechanism in the Company, the Board along with its Committees undertakes its fiduciary responsibilities to all its stakeholders by ensuring transparency, fairness and independence in its decision making.

Your Company's corporate governance philosophy has been further strengthened through the Tata Business Excellence Model, the Tata Code of Conduct and the Company's Code of Conduct for prevention of Insider Trading.

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") your Company has executed fresh Listing Agreements with the Stock Exchanges.

The Company has complied with the requirements of Corporate Governance as stipulated under Clause 49 of the erstwhile Listing Agreements and those specified under the SEBI Listing Regulations, as applicable, the details of which are as under:

The Board of Directors:

1. The Board of Directors comprises Executive, Non-Executive as well as Independent Directors. Two thirds of the Board of Directors comprises Non-Executive Directors, with the Chairman being a Non-Executive Director, with half of the Board comprising Independent Directors of which two are Woman Directors. The Directors possess experience in diverse fields including banking, finance, real estate, marketing, consumer industry and hoteliering to social service. The skill and knowledge of the Directors have proved to be of immense value to the Company. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Companies Act, 2013 ("Act") The details of Directors seeking re-appointment have been attached along with the Notice of the Annual General Meeting ("AGM").

2. "Independent Directors" i.e. Directors who apart from receiving Directors' remuneration, do not have any material pecuniary relationships or transactions with the Company, its Promoters, its Directors, its Senior Management or its holding company, its subsidiaries and associates, which may affect the independence of the Director. During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

3. The Company has issued formal letters of appointment to Independent Directors in the manner as provided in the Act. The terms and conditions of appointment are disclosed on the website of the Company. All the Independent Directors have confirmed that they meet the criteria of independence as laid down under the Act and the SEBI Listing Regulations.

4. None of the Directors hold directorships in more than twenty Companies including ten public limited companies. Further, none of them serve as Members of more than ten Committees nor are any of them serving as Chairman of more than five Committees, as per the requirements of the SEBI Listing Regulations. "Committees" for this purpose include the Audit Committee and the Stakeholders Relationship Committee as per the SEBI Listing Regulations.

5. None of the Directors serve as Independent Directors in more than seven listed companies and none of the Whole-time Directors of any listed company serve as Independent Directors in more than three listed companies.

6. During the year under review, the Board of Directors of the Company met seven times and the period between any two meetings did not exceed 120 days. The Board Meeting dates were: April 9, 2015, May 29, 2015, August 12, 2015, October 19, 2015, November 9, 2015, January 15, 2016 and March 23, 2016. The necessary quorum was present for all the meetings. A detailed explanation, in the form of a table illustrating the above matters is given on page no. 81 for ready reference.

As required under the SEBI Listing Regulations, all the necessary information was placed before the Board from time to time.

7. None of the Directors are related to each other, except Mr. Cyrus P. Mistry and Mr. Shapoor P. Mistry who are related to each other, being brothers.

8. Video / tele conferencing facilities are also used to facilitate Directors travelling / residing abroad or at other locations to participate in the meetings.

9. During the year, a separate meeting of Independent Directors was held on March 23, 2016 to review the performance of Non-Independent Directors, Chairman of the Company and the Board as a whole, which was attended by all the Independent Directors. The process for evaluation of Board performance, Non-Independent Non-Executive Directors and the Board Chairman is detailed in the Board's Report.

10. The Company has an appropriate induction programme for new Directors and an ongoing familiarisation programme, with respect to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. The details of the familiarisation programme are disclosed on the Company's website under the weblink: <https://www.tajhotels.com/content/dam/thrp/investors/FAMILIARIZATION->PROGRAMME-FOR-INDEPENDENT-DIRECTORS.pdf

11. The Non-Executive Directors of the Company are paid, in addition to commission, sitting fees @ Rs. 30,000 per meeting for attending meetings of the Board of Directors, Audit Committee, Independent Directors, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee.

12. The Company has adopted a Code of Conduct for its Non-Executive Directors (Code) and also adopted the Tata Code of Conduct (TCOC) for all its employees including the Managing Director and Executive Directors. All Non-Executive Directors and Independent Directors have affirmed compliance with the said Code for the financial year ended March 31, 2016 and all Senior Management of the Company have affirmed compliance with the TCOC. The Code of Conducts are also displayed on the Company's website. The Annual Report of the Company contains a Certificate duly signed by the Managing Director and CEO in this regard.

13. Other than the transactions entered into in the normal course of business, the Company has not entered into any materially significant related party transactions during the year, which could have a potential conflict of interest between the Company and its Promoters, Directors, Management and / or relatives. The Executive Directors and Senior Management of the Company have made disclosures to the Board confirming that there are no material, financial and/ or commercial transactions between them and the Company that could have potential conflict of interest with the Company at large.

14. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

15. Discussion with internal auditors of any significant findings and follow up there on;

16. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

17. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

18. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

19. To review the functioning of the Whistle Blower mechanism;

20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

21. Reviewing the following matters in terms of the Tata Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices (Code) adopted by the Company:

• To approve policies in relation to the implementation of the Insider Trading Code and to supervise implementation of the Insider Trading Code

• To note and take on record the status reports detailing the dealings by Designated Persons in Securities of the Company, as submitted by the Compliance Officer

• To provide directions on any penal action to be initiated, in case of any violation of the Regulations by any person.

Mr. Anil P. Goel, Executive Director & CFO was appointed as the Compliance Officer by the Board to ensure compliance and effective implementation of the Code.

The Committee met six times during the period under review, the details of attendance are on page no. 81. The necessary quorum was present for all the meetings.

Audit Committee meetings are attended by invitation by the Managing Director & CEO, Executive Director & CFO, Group Internal Audit and the Statutory Auditors. The Company Secretary acts as the Secretary to the Audit Committee. The Chairman of the Audit Committee was present at the last AGM.

2. Nomination and Remuneration Committee:

The Company has a Nomination and Remuneration Committee ("NRC") required as per the SEBI Listing Regulations and the Act. The Committee consists of four Non-Executive Directors. In addition to the Chairman, Mr. K. B. Dadiseth, who is an Independent Director, the Committee comprises Mr. Cyrus P. Mistry, Mr. Nadir Godrej and Ms. Vibha Paul Rishi who was inducted as Member on March 23, 2016. The Committee is governed by a NRC Charter which has been adopted by the Board. The broad terms of reference of the Committee interalia, include the following:

i. Recommend to the Board the set up and composition of the Board and its Committees including the "formulation of the criteria for determining qualifications, positive attributes and independence of a Director". The Committee will consider periodically reviewing the composition of the Board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience.

ii. Recommend to the Board the appointment or re-appointment of Directors.

iii. Devise a policy on Board diversity.

iv. Recommend to the Board appointment of Key Managerial Personnel ("KMP" as defined by the Act) and executive team members of the Company (as defined by this committee).

v. Carry out evaluation of every Director's performance and support the Board and Independent Directors in evaluation of the performance of the Board, its Committees and individual Directors. This shall include "formulation of criteria for evaluation of Independent Directors and the Board".

vi. Recommend to the Board the remuneration policy for Directors, executive team or Key Managerial Personnel as well as the rest of the employees.

vii. On an annual basis, recommend to the Board the remuneration payable to the Directors and oversee the remuneration to the executive team or key managerial personnel of the Company.

viii. Oversee familiarisation programmes for Directors.

ix. Oversee the human resource philosophy, human resource and people strategy and human resource practices including those for leadership development, rewards and recognition, talent management and succession planning (specifically for the Board, Key Managerial Personnel and executive team).

x. Provide guidelines for remuneration of directors on material subsidiaries.

xi. Recommend to the Board on voting pattern for appointment and remuneration of Directors on the boards of its material subsidiary companies.

xii. Performing such other duties and responsibilities as may be consistent with the provisions of the Committee charter

During the year, the Committee met four times the details of attendance are on page no. 81. The necessary quorum was present for all the meetings.

Remuneration Policy:

As recommended by the NRC, the Board has adopted a Remuneration Policy for Directors, Key Managerial Personnel and other Employees. The Policy envisages payment of remuneration according to qualification, experience and performance and is based on the commitment of fostering a culture of leadership with Trust. The remuneration of the Whole-time Director(s), is recommended by the NRC based on factors such as industry benchmarks, the Company's performance vis-a-vis the industry, performance/ track record of the Whole-time Director(s) which is decided by the Board of Directors. Remuneration comprises a fixed component viz. salary, benefits, perquisites and allowances and a variable component viz. performance linked bonus / commission. The NRC also recommends the annual increments (which are effective April 1 annually) within the salary scale approved by the Members as also the performance linked incentive payable to the Whole-time Director(s) on determination of profits for the financial year, within the ceilings prescribed under the Act.

The commission payable to Non-Executive Directors is recommended by the NRC to the Board upto 1% of the net profits of the Company calculated in accordance with provisions of Sections 196 and 197 of the Act and is distributed based on a number of factors, including attendance and contribution at Board and Committee meetings, as well as time spent on operational matters other than at meetings. The Company also reimburses the out of pocket expenses incurred by the Directors for attending the meetings.

The details of the Policy are further highlighted in the Board's Report.

Service Contract, Notice Period and Severance Fees of the Managing Director and the Executive Directors

Mr. Rakesh Sarna's contract as Managing Director and Chief Executive Officer of the Company is for a period of five years from September 1, 2014 upto to August 31, 2019 terminable by 6 months' notice on either side. In addition to the aforesaid, Mr. Sarna has been appointed as an employee of UOH Inc. (erstwhile International Hotel Management Services Inc., USA), a wholly-owned subsidiary of the Company, for a period of five years from September 1, 2014 upto August 31, 2019, to be in charge of the overall management of the Company's US/ International Hotels'/ business portfolio. The Agreement entered into between Mr. Sarna and UOH Inc is co-terminus with the Agreement between Mr. Sarna and the Company.

Mr. Anil P. Goel's contract as a Whole-time Director of the Company is for a period of five years, commencing from March 17, 2016, upto and including March 16, 2021, terminable by 6 months' notice on either side, subject to approval of the Members.

Mr. Mehernosh Kapadia's contract as a Whole-time Director of the Company is for a period of five years, commencing from August 10, 2011, up to and including August 9, 2016, terminable by 6 months' notice on either side. Thereafter, Mr. Kapadia's contract would be renewed from August 10, 2016 upto and including May 22, 2018 (i.e. upon his reaching 65 years of age which is the date of retirement of Executive Directors as per the Tata Governance Guidelines) terminable by 6 months' notice on either side, subject to approval of the Members.

The Company does not have any Employee Stock Option Scheme.

3. Stakeholders' Relationship Committee :

The Company's Stakeholders' Relationship Committee comprises Mr. K. B. Dadiseth, Mr. Rakesh Sarna and Mr. Anil P. Goel, who was inducted as a Member on March 23, 2016. Mr. K. B. Dadiseth, Non- Executive Independent Director, is the Chairman of the Committee. The brief terms of reference of the Committee include resolving grievances of all the security holders of the Company including complaints related to transfer or credit of shares, non-receipt of balance sheet, non-receipt of declared dividend etc. and all other security-holders security related matter.

The Committee met once during the period under review, and was attended by all the Members.

Share transfers are processed weekly and approved by the Committee. Investor grievances are placed before the Committee. There were no pending investor complaints which remained unresolved. The Company has also cleared all complaints received through SEBI Complaints Redress System (SCORES) - a centralised web based complaints redress system which serves as a centralised database of all complaints received, enables uploading of Action Taken Reports(ATRs) by the concerned companies and online viewing by the investors of actions taken on the complaint and its current status. All valid share transfers lodged upto March 31, 2016, have been processed by the Committee. The status of the complaints received (inclusive of SCORES) from Members from 01.04.2015 to 31.03.2016 is as under:

Complaints received- Pending as on March 31, 2016

6 -Nil

Amounts Transferred to Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 205A and 205C and other applicable provisions if any, of the Companies Act, 1956, all unclaimed / unpaid dividend, application money, debenture interest and interest on deposits as well as principal amount of debentures and deposits as applicable, remaining unclaimed / unpaid for seven years from the date they first became due for payment, in relation to the Company have been transferred to IEPF established by the Central Government.

It may be noted that no claims will lie against the Company nor the IEPF in respect of the said unclaimed amounts transferred to the Fund.

During the year the Company made renewed attempts to establish contact with those Members who had not claimed dividend(s). Special mailer was sent to the Members, as a result, of which the Company made a payment for a sum of Rs. 8,54,261. The Company transferred the following amounts to IEPF of the Central Government during the financial year 2015/16:

Compliance Officer

Mr. Beejal Desai

Vice President - Legal & Company Secretary

The Indian Hotels Company Limited

Address: Mandlik House, Mandlik Road, Mumbai – 400 001

Phone : 022-6639 5515 Fax : 022-2202 7442 E-mail: investorrelations@tajhotels.com

4. Other Committees:

i. Corporate Social Responsibility (CSR) Committee

In accordance with the provisions of Section 135 of the Act, the Company has constituted a CSR Committee comprising Mr. Rakesh Sarna, Chairman, Mr. Nadir Godrej and Ms. Ireena Vittal. The broad terms of reference of the CSR Committee are as under:

Formulating and recommending to the Board, the CSR Policy which shall indicate the activities to be undertaken by the Company.

Recommending the amount of expenditure to be incurred on the aforesaid activities and

Reviewing and Monitoring the CSR Policy of the Company from time to time.

During the year, the Committee met once and was attended by Mr. Rakesh Sarna and Ms. Ireena Vittal.

ii. Risk Management Committee

The Board of Directors have constituted a Risk Management Committee to frame, implement and monitor the risk management plan of the Company. The Committee comprises entirely of Independent Directors, viz.

Mr. K. B. Dadiseth (Chairman), Mr. Deepak Parekh and Ms. Ireena Vittal. The Committee has formulated a Risk Management Policy, which lays down a vigorous and active process for identification and mitigation of risks. The Committee reviews and monitors the risk management and mitigation plan from time to time.

The terms of reference of the Risk Management Committee interalia, includes the following:

To review the Risk Management Plan / Policy and its deployment within the Company.

To monitor the effectiveness of the Risk Management Plan /Policy

To decide the maximum risk taking ability of the Company to guide the Board in making new investments.

To review the major risks of the Company and advise on its mitigation to the Board

Such other functions as may be delegated by the Board from time to time

During the year, the Committee met once and was attended by all the Members.

6 Disclosures

i . All transactions entered into with Related Parties as defined under the Act and the SEBI Listing Regulations during the financial year were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Act.

During the year, the Company had entered into one material Related Party Transaction which was exceeding 10% of the annual consolidated turnover of the Company as per the last audited financial statements of the Company for which the Company had obtained the Members approval vide Postal Ballot dated January 16, 2016 as per Regulation 23 of the SEBI Listing Regulations, the details of which are as under:

a) Provision of loan to Lands End Properties Private Limited a Wholly Owned Subsidiary of the Company for an amount of Rs. 655,00,00,000

The Policy for dealing with Related Party Transactions has been uploaded on the Company's website at the following link: <https://www.tajhotels.com/content/dam/thrp/investors/POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf>. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

ii. The Company has followed the Accounting Standards laid down by the Ministry of Corporate Affairs in the preparation of its Financial Statements.

iii. The Board of Directors receive, from time to time, disclosures relating to financial and commercial transactions from Key Managerial Personnel of the Company, where they and / or their relatives have personal interest.

iv. The Company has complied with the requirements of the Stock Exchanges / Securities and Exchange Board of India / Statutory Authorities on all matters relating to capital markets, during the last three years.

v. I n accordance with requirement of the Act as well as the SEBI Listing Regulations, the Company has adopted the Whistle Blower Policy pursuant to which employees can raise their concerns relating to fraud, malpractice or any other activity or event which is against the Company's interest by approaching the Ethics Counsellor or Chairman of the Audit Committee. The policy has been disclosed on the website of the Company under the link: <https://www.tajhotels.com/content/dam/thrp/investors/WHISTLE-BLOWER-POLICY-AND-VIGIL-MECHANISM.pdf>

vi The Company has also adopted the policy on determination of Materiality for Disclosures (https://www.tajhotels.com/content/dam/thrp/investors/Draft%20IHCL%20Materiality%20Policy.pdf <http://www.tajhotels.com/content/dam/thrp/investors/Draft%20IHCL%20Materiality%20Policy.pdf>), Website Archival Policy (https://www.tajhotels.com/content/dam/thrp/investors/Archival%20Policy.pdf <http://www.tajhotels.com/content/dam/thrp/investors/Archival%20Policy.pdf>) and Policy for Preservation of Documents.

vii. i n terms of Regulation 17(8) of the SEBI Listing Regulations, the Managing Director & CEO and the Executive Director & CFO have issued a certificate to the Board, for the year ended March 31, 2016.

Subsidiary Companies

During the year under review, the Company has identified four material unlisted subsidiaries, viz. ELEL Hotels and Investments Limited (ELEL), Piem Hotels Limited, Roots Corporation Limited and Taj SATS Air Catering Limited. The Audit Committee reviews the financial statements of the Company's unlisted subsidiary companies. The Minutes of the subsidiary companies along with a report on significant developments are periodically placed before and reviewed by the Board of Directors of the Company.

Besides ELEL, the Company has appointed its Independent Directors on the Board of the other material unlisted subsidiaries as per the requirements of the SEBI Listing Regulations. The Company is in the process of appointing the Independent Director on the Board of ELEL shortly.

The Company has formulated a policy for determining 'material' subsidiaries which has been disclosed on the website of the Company under the link <https://www.tajhotels.com/content/dam/thrp/investors/POLICY-FOR-DETERMINING->MATERIAL-SUBSIDIARIES.pdf

During the year, the shares of ELEL had been pledged for creation of security in favour of the lenders of Skydeck Properties and Developers Private Limited for which the approval of the Members had been sought vide Postal Ballot dated January 16, 2016 as per Regulation 24 of the SEBI Listing Regulations.

Traditionally, the Directors are paid commission each year after the annual accounts are approved by the Member at the Annual General Meeting

7 Means of Communication:

Quarterly, half-yearly and annual results of the Company were published in leading English and vernacular newspapers viz. Financial Express and Loksatta. Additionally, the results and other important information are also periodically updated on the Company's website viz. www.tajhotels.com , which also contains a separate dedicated section "Investor Relations".

Further, the Company also holds an Analysts' Meet after the half-yearly and Annual Financial Statements have been adopted by the Board of Directors, where information is disseminated and analysed. Presentations made at the Analyst Meet are also displayed on the Company's website under the "Investor Relations" section. Moreover, the Company also gives important Press Releases from time to time.

NSE Electronic Application Processing System (NEAPS) and BSE Online Portal:

All communications, disclosures and periodic filings are made electronically on BSE's online portal BSE Corporate Compliance and Listing Centre and on NSE's electronic application Processing System (NEAPS).

Extensive Business Reporting Language (XBRL)

XBRL is a language for electronic communication of business and financial data. It offers major benefits to all those who have to create, transmit, use or analyze such information which aids better analysis and decision making. Ministry of Corporate Affairs (MCA) vide its circular No. 8/2012 dated May 10, 2012 (as a amended on June 29, 2012), had mandated certain companies to file their Annual Accounts vide this mode. The Company has filed its Annual Accounts on MCA through XBRL.

Ministry of Corporate Affairs (MCA)

The Company has periodically filed all the necessary documents with the MCA.

 SEBI Complaints Redress System (SCORES)

A centralized web based complaints redress system which serves as a centralised database of all complaints received, enables uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by the investors of actions taken on the complaint and its current status.

Letters

Letters reminding the investors to claim their pending / unclaimed dividends and interest are regularly despatched to investors before they are transferred to IEPF.

Annual Report

The Annual Report containing inter alia the Audited Standalone and Consolidated Financial Statements, Directors' Report, Auditors' Report and other important information is circulated to the investors. Management Discussion and Analysis forms part of the Annual Report. Pursuant to the Green Initiative launched by the MCA, the Company also sends e-copies of the Annual Report to Members who have registered for the same.

The Annual Reports are also available in the Investor Relations section on the Company's web site www.tajhotels.com .

Compliance with non-mandatory requirements

1. The Board : The Non-Executive Chairman has a separate office in his capacity as the Group Chairman at the Tata Group headquarters at Bombay House, 24, Homi Mody Street, Mumbai - 400 001 and hence a separate office is not maintained.

2. The Chairman of the Board is a Non-Executive Director and his position is separate from that of the Managing Director & CEO.

3. Audit qualifications: For the financial year 2015/16, there are no audit qualifications to the Company's financial statements.

4. The Internal Auditor reports to the Chairman of the Audit Committee of the Board.

As regards the other non-mandatory requirements, the Board has taken cognisance of the same and shall consider adopting the same as and when necessary.

8 General Shareholder Information

Annual General Meeting

Date and Time August 23, 2016 at 3 p.m.

Venue Birla Matushri Sabhagar 19, Sir Vithaldas Thackersey MargMumbai 400 020

Registered Office Mandlik House Mandlik Road Mumbai 400 001

Telephone No. 91- 22- 6639 5515

Facsimile No. 91- 22- 2202 7442

Website www.tajhotels.com

Dedicated E-mail investorrelations@tajhotels.com

Book Closure August 17, 2016 to August 23, 2016

Financial Calendar

Financial reporting for:

• Quarter ending 30th June, 2016 August 2016

• Quarter ending 30th September, 2016 November 2016

• Quarter ending 31st December, 2016 February 2017

• Quarter ending 31st March, 2017 May 2017

Listing

Equity Shares

BSE Limited

National Stock Exchange of India Limited

The Global Depository Receipts of the Company have been delisted from the London Stock Exchange with effect from June 29, 2015

Share Transfer Agent

The Company has been granted Certificate of Permanent Registration as Category II Share Transfer Agent by SEBI

SEBI Registration No. INR000003746

The Company has paid annual listing fees to each of the above Stock Exchanges in respect of the financial year 2015-2016.

 Stock Codes

STOCK EXCHANGE STOCK CODE

BSE Limited- 500850

National Stock Exchange of India Limited -INDHOTEL EQ

Particulars of Debenture Trustees

1. CENTBANK FINANCIAL SERVICES LIMITED

Regd. Office: Central Bank of India MMO Building, 3rd floor (East Wing) 55 Mahatma Gandhi Road, Fort Mumbai- 400001.

Tel: 022 22616217 Fax: 022 22616208 Email: info@cfsl.in Website: www.cfsl.in  CIN: U67110MH1929G01001484

2. CENTRAL BANK OF INDIA

Chandermukhi, 9th floor, Nariman Point, Mumbai- 400021

Tel: 66387818, 66387777 Fax: 22626887 Email: dtcbi@centralbank.co.in  Website: www.centralbankofindia.co.in

Share Transfer System

All shares have been transferred and returned within 15 days from the date of lodgement, provided the necessary documents were in order.

Reconciliation of Share Capital Audit

In keeping with the requirements of the SEBI and the Stock Exchanges, a Reconciliation of Share Capital Audit by a practicing Company Secretary is carried out at the end of every quarter to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The said audit confirms that the total issued / paid - up capital tallies with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL.

Unclaimed Suspense Account maintained under Regulation 39 of the SEBI Listing Regulations

As per the provisions of Regulation 39 of the SEBI Listing Regulations, the unclaimed shares lying in the possession of the Company are required to be dematerialized and transferred into a special demat account held by the Company. Accordingly unclaimed shares lying with the Company have been transferred and dematerialized in a 'Unclaimed Suspense Account' of the Company. This Account is being held by the Company purely on behalf of the shareholders entitled for these shares. It may also be noted that all the corporate benefits accruing on these shares like bonus, split etc., if any, shall also be credited to the said 'Unclaimed Suspense Account' and the voting rights on these shares shall remain frozen until the rightful owner has claimed the shares. Shareholders who have not yet claimed their shares are requested to immediately approach the Share Department of the Company by forwarding a request letter duly signed by all the shareholders furnishing their complete postal address along with PIN code, a copy of PAN card and proof of address, and for delivery in demat form, a copy of Demat Account - Client Master Report duly certified by the Depository Participant (DP) and a recent Demat Account Statement, to enable the Company to release the said shares to the rightful owner.

Dematerialisation of Shares & Liquidity

As of the end of March 31, 2016, shares comprising approximately 98.36% of the Company's Equity Share Capital have been dematerialised.

Report on Corporate Governance

The Company regularly submits to the Stock Exchanges, within the prescribed period, quarterly reports on Corporate Governance electronically through the online portal of the BSE & NSE. A certificate from a practising Company Secretary on Corporate Governance is attached as an annexure to this Report.

Outstanding GDRs/Warrants, conversion date and likely impact on equity

All the outstanding GDRs of the Company have been fully converted into equity shares of the Company as on March 31, 2016

Investor Correspondance

For any queries, investors are requested to get in touch with the Company's share department at Mandlik House, Mandlik Road, Mumbai 400 001. A dedicated e-mail i.d. investorrelations@tajhotels.com  has been set up for investor complaints.