Board of Directors

Promoter Directors

Dr. GVK Reddy Chairman	Mrs. G Indira Krishna Reddy Managing Director	Mrs. Shalini Bhupal Joint Managing Director
Mr. Krishna R Bhupal Director	Mr. Anoop Vrajlal Mehta Director	Mr. Prabhat Verma Director
Mr. Nabakumar Shome Director

Independent Directors

Mr. D R Kaarthikeyan Director	Mr. M B N Rao Director	Mr. N Ramesh Kumar Director
Mr. N Anil Kumar Reddy Director	Mr. N Sandeep Reddy Director	Mr. L.V Subrahmanyam Director
Mrs. Dinaz Noria Director

BOARD OF DIRECTORS AND COMMITTEES

BOARD COMMITTEES

The Board has appointed various committees to assist it in discharging its responsibilities. The Board has adopted charters setting forth the roles and responsibilities of each of the committees as well as qualifications for committee membership, procedures for committee members' appointment and removal, committee structure and operations and reporting to the Board. The Board may constitute new committees or dissolve any existing committee as it deems necessary for the discharge of its responsibilities.

1) AUDIT COMMITTEE :

A) Composition of Committee

Name of the Member	Designation
Mr. M B N Rao	Chairman, Independent Director
Mr. Krishna R Bhupal	Member, Promoted Director
Mr. Nabakumar Shome	Member, Promoted Director
Mr. L V Subrahmanyam	Member, Independent Director
Mr. N Anil Kumar Reddy	Member, Independent Director
Mr. N Sandeep Reddy	Member, Independent Director
Mr. N Ramesh Kumar	Member, Independent Director

B) Terms of reference

The Audit Committee of the Company is constituted in line with the provisions of Regulation 18 of SEBI ListingRegulations read with Section 177 of the Companies Act, 2013. The terms of reference of the Audit Committee mandatedby the statutory and regulatory requirements, which are also in line with the mandate given by your Board of Directors,are:

1) Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2) Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4) Reviewing, with the management, the annual financial statements and auditor's report thereon before submission tothe Board for approval, with particular reference to:

• a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report interms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013.
• b. Changes, if any, in accounting policies and practices and reasons for the same.
• c. Major accounting entries involving estimates based on the exercise of judgment by management.
• d. Significant adjustments made in the financial statements arising out of audit findings.
• e. Compliance with listing and other legal requirements relating to financial statements.
• f. Disclosure of any related party transactions.
• g. Qualifications in the draft audit report, if any.

5) Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

6) Review and monitor the auditor's independence and performance, and effectiveness of audit process;

7) Approval or any subsequent modification of transactions of the company with related parties;

8) Scrutiny of inter-corporate loans and investments;

9) Valuation of undertakings or assets of the company, wherever it is necessary;

10) Evaluation of internal financial controls and risk management systems;

11) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal controlsystems;

12) 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 internalaudit;

13) Discussion with internal auditors of any significant findings and follow up there on;

14) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspectedfraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to theboard;

15) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as postauditdiscussion to ascertain any area of concern;

16) 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;

17) To review the functioning of the Whistle Blower mechanism;

18) Reviewing the existing loans/ advances/ investments existing;

19) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

C) Review of information by Audit Committee

The Audit Committee reviews the following information:

1) Management discussion and analysis of financial condition and results of operations;

2) Statement of significant related party transactions (as defined by the Audit Committee) submitted by management;

3) Management letters / letters of internal control weaknesses issued by the statutory auditors;

4) Internal audit reports relating to internal control weaknesses; and

5) The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by theAudit Committee.

6) Statement of deviations:

• a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stockexchange(s) in terms of Regulation 32(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.
• b) annual statement of funds utilised for purposes other than those stated in the offer document/ prospectus/notice in terms of Regulation 32(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee is also responsible for giving guidance and directions under the SEBI (Prohibition of InsiderTrading) Regulations, 2015 and to review the report of the Compliance Officer with the provisions of these regulations atleast once in a financial year and verify that the systems for internal control are adequate and are operating effectively.

2) NOMINATION AND REMUNERATION COMMITTEE

A) Composition of Committee

Name of the Member	Designation
Mr. M B N Rao	Chairman, Independent Director
Mr. D R Kaarthikeayn	Member, Independent Director
Mr. L V Subrahmanyam	Member, Independent Director
Mr. N Anil Kumar Reddy	Member, Independent Director
Mr. N Ramesh Kumar	Member, Independent Director

B) Brief description of terms of reference:

Pursuant to Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, Nomination and Remuneration Committee has the following principal terms of reference:

• 1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, key managerial personnel and senior employees as per Remuneration Policy;
• 2) Formulation of criteria for evaluation of performance of independent directors and the Board of Directors;
• 3) Devising a policy on diversity of Board of Directors;
• 4) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board of Directors their appointment and removal.
• 5) Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
• 6) In addition to the above, the Committee shall have such functions / role / powers, if any, as may be specified in the Act, SEBI Listing Regulations with stock exchanges or any other applicable law / regulations from time to time or as may be assigned by the Board of Directors.

TheCommitteehasbeenconstitutedtorecommend/reviewtheremunerationpackageoftheManaging/ Whole-Time Directors, nomination of Directors / Key Managerial Personnel and one level below the Board along with the heads of department etc. The remuneration policy is directed towards rewarding performance based on review of achievements which are being reviewed periodically which is in consonance with the existing industrypractices.

3) STAKEHOLDERS RELATIONSHIP COMMITTEE

A) Composition of Committee

Name of the Member	Designation
Mr. N Anil Kumar Reddy	Chairman, Independent Director
Mrs. Shalini Bhupal	Member, Executive Director
Mrs. Dinaz Noria	Member, Independent Director

B) Brief description of terms of reference:

The Stakeholders terms of reference mandated by your Board, which is also in line with the statutory and regulatory requirements are:

• Resolving the grievances of the security holders of the listed entity including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.
• Review of measures taken for effective exercise of voting rights by shareholders.
• Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.
• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

As per section 178(7) of the Act and the Secretarial Standards, the Chairman of the Committee or, in his absence, any other Member of the Committee authorised by him in this behalf shall attend the General Meetings of the Company.

4) Risk Management Committee

A) Composition of Committee

Name of the Member	Designation
Mr. N Anil Kumar Reddy	Chairman, Independent Director
Mrs. G Indira Krishna Reddy	Member, Executive Director
Mrs. Shalini Bhupal	Member, Executive Director

B) Risk Management Committee has the following principal terms of reference:

• Framing, overseeing and monitoring implementation of Risk Management Policy.
• Validating the process and procedure of Risk Management and Risk Mitigation.
• Periodically reviewing and evaluating the Risk Management Policy.

In addition to the above, the Committee shall have such functions / role / powers, if any, as may be specified in the Companies Act, Listing Agreement with stock exchanges or any other applicable law, and/or as may be delegated by the Board of Directors of the Company, from time to time.

5)Corporate Social Responsibility Committee

A) Composition of Committee

Name of the Member	Designation
Dr. D R Kaarthikeyan	Chairman, Independent Director
Mr. L V Subrahmanyam	Member, Independent Director
Mr. N Anil Kumar Reddy	Member, Independent Director
Mr. N Ramesh Kumar	Member, Independent Director

B) The terms of reference for the CSR Committee include:

• Formulate a CSR policy which shall indicate activities to be undertaken by theCompany
• Recommend the CSR policy to theBoard
• Recommend the amount of expenditure to be incurred on theactivities
• Monitor the policy from time to time as per the CSRpolicy.

Hotel General Managers:

Mr. Pankaj Sampat, Taj Krishna
Mr. Arnab Gupta, Taj Deccan
Mr. Paramveer Singh, Taj Chandigarh
Mr. Ranjit Shankar, Taj Club House, Chennai
--, Vivanta Begumpet, Hyderabad
Mr. Vikas Parimoo, Taj Santacruz, Mumbai