TAJGVK Hotels & Resorts : 28th AGM Notice Intimation

Notice of the

28th Annual General Meeting (AGM)

Notice is hereby given that the TWENTY EIGHTH ANNUAL GENERAL MEETING of TAJ GVK HOTELS & RESORTS LIMITED will be held on Friday, the 15th September, 2023 at 11.00 A.M. through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following business. The venue of the meeting shall be deemed to be the registered oce of the Company at Taj Krishna, Road No.1, Banjara Hills, Hyderabad - 500 034.

ORDINARY BUSINESS

To consider and if thought fit, to pass with or without modification(s), the following resolution(s) No.1 to 3 as Ordinary Resolution(s):

1. To receive, consider and adopt the Standalone and Consolidated Audited Profit and Loss Account for the year ended March 31, 2023 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 of Rs.1/- per equity share (i.e. 50%) on the paid equity share of Rs.2/- each of the company for the financial year ended March 31, 2023.
3. To appoint a Director in place of Mr. Krishna R Bhupal (DIN:00005442) who retires by rotation and being eligible, oers himself for re-appointment as Director, liable to retire by rotation.
4. To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution:
   To appoint a Director in place of Dr. GVK Reddy (DIN:00005212) who retires by rotation and being eligible, oers himself for re-appointment as Director, liable to retire by rotation.

SPECIAL BUSINESS

1. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution.
2. • 
     "RESOLVED THAT pursuant to the provisions of sections 149, 152 read with all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and read with SEBI (Listing Obligations
   • Disclosure Regulations) Requirements, 2015, Mr. Ashish Seth (DIN:03220739), who was appointed as an Additional Director pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, and holds oce up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under section 160 of the Companies Act, 2013 from a Member proposing his candidature for the oce of Director, based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Ashish Seth be and is hereby appointed as a Director under the category of Non-Executive
   • Non-IndependentDirector of the Company, liable to retire by rotation".
3. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution.
4. 
   "RESOLVED THAT pursuant to the provisions of sections 149, 152 read with all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and read with SEBI (Listing Obligations & Disclosure Regulations) Requirements, 2015, Mr. Prabhat Verma (DIN:06548864), who was appointed as an Additional Director pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, and holds oce up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under section 160 of the Companies Act, 2013 from a Member proposing his candidature for the oce of Director, based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Prabhat Verma be and is hereby appointed as a Director under the category of Non- Executive & Non-Independent Director of the Company, liable to retire by rotation".
5. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution.

"RESOLVED THAT pursuant to Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 and the modification(s) or re-enactment thereof, for the time being in force, approval of the Members be and is hereby accorded to Mr. M B N Rao, (DIN:00287260), Non- Executive Independent Director, who has attained the age of 75 years during his 2nd term of 5 years as Independent Director to continue him as an Independent Director of the Company till the expiry of his present term i.e. 03.08.2025".

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"RESOLVED FURTHER THAT Mrs. G. Indira Krishna Reddy, Managing Director, Mrs. Shalini Bhupal, Joint Managing Director of the company and /or Mr. J. Srinivasa Murthy, CFO & Company Secretary of the company be and are hereby authorized to do all acts, deeds, matters and things as may be necessary, proper or desirable or expedient to give eect to the above resolution."

1. To consider and if though fit, to pass, with or without modification(s), the following resolution, for payment of commission to the Non-Executive Independent Director(s), as a Special Resolution:
   "RESOLVED THAT pursuant to the provisions of Sections 197, 198 and other applicable provisions of the Companies Act, 2013 ('the Act'), read with relevant rules and Regulation 17(6)(a) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force) upon the recommendation of the Nomination and Remuneration Committee and Board of Directors, consent and approval of the Members be and is hereby accorded to the company for payment and distribution of such sum by way of commission as the Board of Directors determine and as computed in the manner laid down in Section 198 of the Act, any statutory modification(s) or re-enactment thereof, not exceeding in aggregate, 1% per annum of the net profits of the Company for the financial year 2022-2023 to Non-Executive Independent Director(s) of the Company, in addition to the sitting fee for attending the meetings of the Board of Directors or Committees thereof, keeping in view the profitability and performance of the company as per the remuneration policy of the Company."
   "RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee constituted or to be constituted by the Board) be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give eect to this Resolution."

	By Order of the Board of Directors
	For TAJ GVK Hotels & Resorts Limited
Place : Hyderabad	J SRINIVASA MURTHY
Date : 09.08.2023	CFO & Company Secretary
	M. No. : FCS4460

Annual Report - 2022-23l 13

Notes

1. In view of the circumstances due to outbreak of COVID-19 pandemic, the Ministry of Corporate Aairs ("MCA") vide its Circular Nos.14/2020 dated 08.04.2020, 17/2020 dated 13.04.2020, 20/2020 dated 05.05.2020, 02/2021 dated 13.01.2021, 19/2021 dated 08.12.2021, 21/2021 dated 14.12.2021, 2/2022 dated 05.05.2022 and 10/2022 dated 28.12.2022 (collectively referred as "MCA Circulars") read with SEBI vide its Circular No.SEBI/HO/CFD/CMD1/ CIR/P/2020/79, dated 12.05.2020 has permitted the holding of the Annual General Meeting ("AGM") through Video Conference (VC)/Other Audio Visual Means (OAVM), the facility on or before September 30, 2023, in accordance with the requirements provided in paragraphs 3 and 4 of the MCA General Circular No. 20/2020 and SEBI/HO/ CFD/ CMD2/CIR/P/2021/11 dated 15.01.2021, SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13.05.2022, and SEBI/ HO/CFD/PoD-2/P/CIR/2023/4 dated 05.01.2023 (collectively referred as "SEBI Circulars"). In compliance with these Circulars, provisions of the Act and Listing Regulations, the 28th AGM of the Company is being conducted through VC / OAVM facility, without the physical presence of Members at a common venue. The deemed venue for the 28th AGM shall be the Registered Oce of the Company.
   Accordingly, in compliance with applicable provisions of the Companies Act, 2013 and Listing Regulations, Notice of the 28th AGM along with Annual Report of the Financial Year 2022-23 is being sent only through electronic mode to those Members whose email address are registered with the company / depositories and 28th AGM of the Company shall be conducted through VC / OAVM. National Securities Depositories Limited ('NSDL') will be providing facility for remote e-voting, participation in the AGM through VC / OAVM and e-voting during the AGM.
2. The 28th AGM is being held pursuant to the MCA Circulars through VC / OAVM facility, therefore physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence, Proxy Form and Attendance Slip including Route Map are not annexed to this Notice.
3. The Members can join the AGM in the VC/OAVM mode 30 minutes before and 15 minutes after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The Members will be able to view the proceedings on the National Securities Depository Limited's ('NSDL') e-Voting website at www. evoting.nsdl.com. The facility of participation at the AGM through VC/OAVM will be made available to at least 1,000 Members on a first come first served basis as per the MCA Circulars. The detailed instructions for joining the Meeting through VC/OAVM form part of the Notes to this Notice.
4. Pursuant to Section 113 of the Companies Act, 2013, Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/ Authorization etc., authorizing its representative to attend the AGM through VC / OAVM and vote on its behalf. The said Resolution/Authorization shall be sent to the Company at [e-mail] or to Venture Capital and Corporate Investments Private Limited, Registrar and Share Transfer Agents at [e-mail] with a copy marked to [e-mail].
5. The Explanatory statement pursuant to section 102 of the Companies Act, 2013 and Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 setting out material facts concerning the business under Item numbers 4 to 8 of the Notice is annexed thereto. The relevant details pursuant to Regulations 26(4) and 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, in respect of Director seeking reappointment and appointment at this AGM are also annexed.
6. Participation of members through VC will be reckoned for the purpose of quorum for the AGM as per section 103 of the Companies Act, 2013 ("the Act").
7. The Register of Members and Share Transfer Books of the Company will remain closed from 09.09.2023 to 15.09.2023 (both days inclusive) for the purpose of the 28th Annual General Meeting of the Company.
8. Payment of dividend as recommended by the Board of Directors and if approved at the meeting, will be made on or before 19.09.2023, to those members whose names are on the Company's Register of Members on 08.09.2023 and those whose names appear as Beneficial Owners as at the close of the business hours on September 8, 2023 as per the details to be furnished by the Depositories, viz. NSDL and CDSL for this purpose.
9. In accordance with the provisions of the Income Tax Act, 1961 as amended by and read with the provisions of the Finance Act, 2020, with eect from April 1, 2020, dividend declared and paid by the Company is taxable in the hands of its Members and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at the applicable rates. A separate email had been sent at the registered email ID of the members describing about the detailed process to submit the documents / declarations along with the formats in respect of deduction of tax at

14 l TAJ GVK Hotels & Resorts Limited

source on the dividend payout. Sucient time had been provided for submitting the documents / declarations by the Members who are desiring to claim beneficial tax treatment. The intimation will also be uploaded on the website of the Company at www.tagvk.in.

1. Members holding shares in electronic form are advised to keep the bank details updated with the respective Depositories, viz., NSDL and CDSL. Member holding shares in physical form are requested to update bank details with the Company's Registrar and Share Transfer Agents.
2. Updation of PAN and other details
   SEBI vide Circular dated November 3, 2021 and December 14, 2021 has mandated furnishing of PAN, KYC details (i.e., Postal Address with PIN Code, e-mail address, mobile number, bank account details) and nomination details by holders of physical securities through Form ISR-1, Form ISR-2 and Form ISR-3 (as applicable) available at https:// www.tajgvk.in. PAN details are to be compulsorily linked to Aadhaar by March 31, 2023 or any other date specified by Central Board of Direct Taxes. Folios wherein any of the above cited documents / details are not available, on or after April 1, 2023, shall be frozen as per the aforesaid circular. Eective from January 1, 2022, any service requests/ complaints received from a Member holding physical securities will not be processed by the Registrar till the aforesaid details/documents are provided to the Registrar.
3. Members are also requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, PAN, registration of nomination, power of attorney registration, Bank Mandate details, etc. to their DPs in case the shares are held in electronic form and to the Registrar M/s.Venture Capital and Corporate Investments Private Limited, in case the shares are held in physical form, in the prescribed form, pursuant to the SEBI Circular dated November 3, 2021. Changes intimated to the DP will then be automatically reflected in the Company's records.
4. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company's Registrars and Share Transfer Agents, M/s.Venture Capital and Corporate Investments Private Limited for assistance in this regard.
5. Members may please note that SEBI vide its Circular dated January 25, 2022 has mandated Listed Companies to issue securities in demat form only while processing service requests viz. Issue of duplicate securities certificate; claim from Unclaimed Suspense Account; Renewal/ Exchange of securities certificate; Endorsement; Sub-division/ Splitting of securities certificate; Consolidation of securities certificates/ folios; Transmission and Transposition. Further SEBI vide its circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/65 dated May 18, 2022 has simplified the procedure and standardized the format of documents for transmission of securities. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR-4 & ISR-5, as the case may be. The format of which is available on the Company's website under the 'Investors' section.
6. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to cancel the earlier nomination and record fresh nomination, he/she may submit the same in Form ISR-3 or Form SH-14. The said form can be downloaded from the Company's website at https://www.tajgvk.in. (under 'Investor Relations' section). Members are requested to submit the said form to their DP in case the shares are held by them in electronic form and to the RTA in case the shares are held in physical form, quoting your folio no.
7. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company's Registrar and Share Transfer Agents, the details of such folios together with the share certificates along with the requisite KYC documents for consolidating their holdings in one folio. Requests for consolidation of share certificates shall be processed in dematerialized form.
8. Members holding shares in electronic form may please note that their bank details as furnished by the respective Depositories of dividend as per the applicable regulations of the Depositories and the Company will not entertain any direct request from such Members for change / deletion in such bank details. Further, instructions, if any, already given by them in respect of shares held in physical form, will not be automatically applicable to the dividend paid on shares held in electronic form. Members may, therefore, give instructions regarding bank accounts in which they wish to receive dividend to their Depository Participants ('DPs'').

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