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Directors Report of Asian Hotels (East) Ltd.

Mar 31, 2018

Dear Members,

The Board has pleasure in presenting the 11^th Annual Report of the Company together with the audited financial statements of the Company for the financial year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS

Your Companyâs performance for the financial year ended 31st March, 2018 is summarised as under:

Particulars	Standalone (Rs. in lacs)		Consolidated (Rs. in lacs)
	2017-18	2016-17	2017-18	2016-17
Gross Revenue	10,213.96	9,831.79	18,962.30	19,521.30
Profit before Depreciation, Finance Costs, Tax and Exceptional items	2,417.65	2,713.01	4,438.14	5,373.03
Less : Depreciation	543.60	637.79	2,982.63	3,096.44
Less : Finance Cost	0	50.05	1,622.76	1,897.47
Profit before Tax & Exceptional Item	1,874.05	2,025.17	-167.25	379.12
Add/(Less) Exceptional Item	0	336.24	0	336.24
Profit/(Loss) before tax	1,874.05	1688.93	-167.25	42.88
Tax Expenses (including Deferred Tax)	399.76	393.15	406.49	393.15
Profit after Tax	1474.29	1,295.78	-573.74	-350.27
Other Comprehensive Income	218.93	227.91	210.30	224.89
Total Comprehensive Income for the period	1693.23	1,523.69	-363.44	-125.38

TRANSFER TO RESERVES

During the financial year 2017-18 an amount of Rs. 150 lacs (Rs. 150 lacs last year) has been transferred to General Reserve out of amount available for appropriations.

DIVIDEND

The Board of Directors are pleased to recommend a dividend of Rs. 2.50 per equity share (previous year Rs. 2/- per equity share) on 11,527,797 equity shares of Rs. 10/ - each for the year ended 31st March, 2018. The total cost to the Company on account of dividend payment will be Rs. 347.43 lacs including dividend distribution tax of Rs. 59.24 lacs resulting in a payout of 23.57% of the standalone profits after tax of the Company.

BUSINESS OVERVIEW AND OPERATING PERFORMANCE/ STATE OF COMPANYâS AFFAIRS

During the financial year 201 7-18, Hyatt Regency Kolkata (the hotel) has been successful in securing major project-based business and could sustain its leading position in wedding related business in the city. As weddings prop up revenue, the hotel has been nearly successful in booking all the relevant wedding dates during the last year. The hotel enhanced its rank on RevPAR level through innovative pricing technique which, in turn, did boost up the customer experience, loyalty built up and achieving repeat revenue. Further, with increased supply and competition, customer retention and creating experiences for guests had been the focus for the year. Guestâs satisfaction is measured by hotel online surveys where the hotel over achieved its customer service goal for 2017 by 8% and also achieved the Net Promoter score goal set for the year.

During the financial year 2017-18, there were no material changes and commitments affecting financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements and the report relate. Further, there has been no change in the nature of business of the Company.

SUBSIDIARY COMPANIES

The Company has two subsidiaries, namely, GJS Hotels Limited, a wholly owned and a material non-listed Indian Subsidiary, Regency Convention Centre and Hotels Limited, a wholly owned and a material non-listed Indian Subsidiary and one step-down subsidiary, namely Robust Hotels Private Limited. There has been no significant developments in the matters concerning the subsidiaries during the year under review.

With reference to GJS Hotels Limited, the Company is awaiting sanction of drawings submitted to the Bhubaneswar Municipal Corporation and continues to engage in dialogue with the Government of Odisha for extension of time to start construction and complete the hotel project at the site.

As regards Regency Convention Centre and Hotels Limited, during the financial year under review, your subsidiary continues to engage in dialogues with the parties concerned and has been exploring opportunities to settle the disputes amicably. Your Board is hopeful of a positive outcome.

Your subsidiary, Robust Hotels Private Limited (Chennai) was adversely affected during the period commencing from April, 2017 till August, 2017 due to reasons beyond the control of the management. The reasons include : liquor ban imposed by state government, delay in completion of metro rail work in front of the hotel and adverse market condition.

In spite of the above, Hyatt Regency Chennai (Robust) managed to keep the Rev PAR at the same level as in the previous year 2016-17.During the financial year under review, the turnover was Rs. 88.43 crores as compared to 98.74 crores in the previous year and EBDITA was Rs. 22.07 crores as compared to Rs. 26.09 crores in the previous year. Your directors are hopeful of better performance of Robust in the current financial year.

In terms of proviso to sub section (3) of Section 129 of the Companies Act, 2013, a statement containing salient features of the financial statement of each of the subsidiaries of the Company in Form AOC-1 is annexed herewith marked as Annexure I to this Report. The audited financial statement of each of the subsidiaries has also been uploaded on the website of the Company viz. www.ahleast.com

Neither of your subsidiary company has ceased to be subsidiaries during the financial year nor any has become new subsidiary company during the financial year. Your Company does not have any joint venture company, holding company and associate company during the financial year under review.

The Consolidated Financial Statements of the Company are prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (Ind ASâ) and forms an integral part of this report.

SCHEME OF ARRANGEMENT

The Company entered into a Scheme of Arrangement with GJS Hotels Limited, Robust Hotels Private Limited and their respective shareholders (âthe Schemeâ) as approved by the Board Members on 10th February, 2017. During the year under review, an application was filed at the Honâble National Company Law Tribunal (NCLT), Kolkata Bench and Chennai Bench for directing the meeting of the equity shareholders and unsecured creditors of the Company pursuant to Section 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

Pursuant to the NCLT order, Kolkata Bench dated 21 st December, 2017 as modified by an order dated 4th January, 2018, separate meetings of the equity shareholders and unsecured creditors of the Company was held on 21st February, 2018 wherein the resolution for the Scheme was passed by the requisite majority. The Company has already filed a petition for sanctioning of the Scheme before the Honâble NCLT, Kolkata Bench on 28th March, 2018 and is awaiting the final hearing on the same.

Further, NCLT, Chennai Bench on 26th March, 2018 dispensed with meetings of the shareholders of the Company and the application was listed for hearing on 26th April, 2018. The order of the same has not been uploaded at the website of NCLT, Chennai Bench, as the Company is yet to receive the order.

AUDITORS & AUDITORSâ REPORT

M/s. Singhi& Co., Chartered Accountants, (Firm Registration No. 302049E), was appointed as the Statutory Auditors of the Company at the Annual General Meeting (AGM) held on 28th July, 2017 for a period of five (5) consecutive years. They have submitted a certificate confirming that their appointment is in accordance with Section 139 read with Section 141 of the Companies Act, 2013.

The report of the Statutory Auditors along with the notes to accounts is enclosed to this report and contains an Unmodified Opinion. The report does not contain any qualification, reservation, adverse remark or disclaimer.

INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, your Board based on the recommendation of the Audit Committee, appointed M/s. S.S. Kothari Mehta & Co. to conduct internal audit for the financial year 2018-19.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Board had appointed M/s. D. Raut & Associates, Practicing Company Secretary, to undertake Secretarial Audit of your Company for the financial year 2018-19. The Secretarial Audit Report in Form MR-3 for the financial year ended 31st March, 2018 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Companyâs Articles of Association, Mr. Umesh Saraf (DIN:00017985), Director retires by rotation and, being eligible, offers himself for reappointment at the ensuing Annual General Meeting. The Board recommends his reappointment.

Pursuant to Section 149 of the Companies Act, 2013 read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the term of office of Mr. Amal Chandra Chakrabortti (DIN : 00015622), Mr. Padam Kumar Khaitan (DIN : 00019700) and Mr. Rama Shankar Jhawar (DIN : 00023792), independent directors of the Company appointed at the Annual General Meeting held on 30th July, 2014 for a term of five (5) consecutive years, expires on 31st March, 2019.

Based on the recommendation of the Nomination and Remuneration Committee and Board of Directors of the Company, members are requested to approve the reappointment of the above directors for a second term of five (5) consecutive years commencing from 1st April, 2019 till 31st March, 2024.

Further, in terms of Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements (Amendment) Regulations, 2018, which is effective from 1st April, 2019, the continuation of Directorship of Mr. Radhe Shyam Saraf (DIN : 00017962), Non-Executive Chairman, Mr. Amal Chandra Chakrabortti and Mr. Rama Shankar Jhawar, Non-Executive Independent Directors of the Company, who have already attained the age of 75 years is recommended for the approval of the Members by way of Special Resolution at the forthcoming Annual General Meeting.

No Director or Key Managerial Personnel was appointed or has resigned during the financial year 2017-18. Details of Directors seeking re-appointment as required under Regulation 36(3) of the SEBI (Listing Obligations &Disclosure Requirements) Regulations, 2015 forms a part of the notice calling Annual General Meeting of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION AND NOMINATION AND REMUNERATION POLICY

The performance of the Board was evaluated by the Board after seeking inputs from the Directors on the basis of specified criteria such as the Board Composition and structures, effectiveness of board processes, information and functioning etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria, such as, composition of Committees, effectiveness of Committee Meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of contribution of the Directors at the Board and Committee meetings in regard to preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At a separate meeting of Independent Directors held on 7th March, 2018, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account views of Executive and Non-Executive Directors. The same was discussed at the next Board Meeting at which the performance of the Board, its Committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board excluding the Independent director being evaluated. The Directors have expressed their satisfaction with the evaluation process and the performance results. The Policy on performance evaluation of Directors can be accessed on the Companyâs website: www.ahleast.com Your Company had adopted a Nomination & Remuneration Policy for the Directors, KMP and other employees of the Company as recommended by Nomination and Remuneration Committee at its meeting held on 31st March, 2017 which is annexed as Annexure III to this Report.

BOARD DIVERSITY

The Company recognizes and believes that a diverse Board will enhance the quality of the decisions made by the Board by utilizing different skills, qualifications, professional experiences, knowledge, gender, ethnicity, background and other distinguished qualities etc. of the members of the Board, necessary for effective corporate governance, sustainable and balanced development.

The Board recognizes the importance of a diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity. The Board diversity policy is available on our website: www.ahleast.com

DIRECTORSâ RESPONSIBILITY STATEMENT

In accordance with the provisions of Sections 134(3)(c) and 134(5) of the Companies Act, 2013 for the preparation of the annual accounts for the financial year ended 31st March, 2018 and based upon representations from the Management, the Board states that:

a) in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and of the profit of the Company for that period;

c) the Directors have 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;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to conservation of energy, technology absorption and foreign exchanges earning and outgo to the extent possible in the opinion of your Directors, is annexed hereto being Annexure IV and forming part of this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure V and forms a part of this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered by the Company during the financial year under review were in the ordinary course of business and on armâs length basis. There were no contracts or arrangements entered into by the Company in accordance with the Section 188 of the Companies Act, 2013 and there was no material related party transactions in terms of Regulation 23 of the Listing Regulations. Thus, disclosure as required in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not relevant to the Company at present. Prior omnibus approval was obtained for related party transactions which are repetitive in nature and entered in the ordinary course of business and are at armâs length. All related party transactions were placed before the Audit Committee for review on a quarterly basis.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board can be accessed on the Companyâs website: www.ahleast.com .The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

The details of the transactions with related parties are set out in Note nos. 43 & 49 to the Standalone and Consolidated Financial Statements respectively pursuant to Ind AS.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

Pursuant to Schedule V of Regulation 34(3) of the Listing Regulations, Report on Management Discussion and Analysis as Annexure-VI and Corporate Governance Report as per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Annexure-VII and Compliance Certificate on Corporate Governance from the Companyâs Auditors are annexed to this Report.

CORPORATE SOCIAL RESPONSIBILITY(CSR)

As required under Section 135 of the Companies Act, 2013, during the financial year 2017-18, your Company has spent Rs. 26,58,800/- slightly more than 2% of average net profit of the Company made during three (3) immediately preceding financial years. Rs. 58,800/- (Rupees Fifty Eight Thousand Eight Hundred only) was contributed to M/s. Indian Association of Blood Cancer & Allied Diseases, Kolkata and Rs. 26,00,000/- was contributed to M/s. FCS Foundation, a trust which has an established track record of atleast 3 years in carrying on CSR activities in related areas and have recently undertaken some school and education projects. The Annual Report on CSR activities for the financial year 2017-18 is annexed and marked as Annexure-VIII to this report.

Besides the above, the hotel has also been involved in many CSR activities under âHyatt Thriveâ umbrella. The focus area during the financial year 2017-18 was introducing new NGOs towards making a better tomorrow and extending the support for diverse projects. Visiting Tolly Homes (Old Age Home) to add smile to the faces of those sheltered there and helping LP4Y (Life Project for Youth) towards empowering the youth and developing employability were initiatives undertaken to cover a wide range of age groups. Further, the hotel also organized Handmade Jewellery Exhibition for the women of Little Big Help providing them a platform to showcase their creativity and generate revenue. Our team members also participated in various Marathons during the year. The Team at the Company created various energizing experiences by volunteering in social activities, in addition to monetary contribution in the entire financial year 2017-18.

The Companyâs CSR Policy formulated in accordance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is available on the Companyâs website : www.ahleast.com

INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

Your Company has an Internal Control System which commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organization. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Audit Committee monitors and evaluates the efficacy and adequacy of internal control systems in your Company, its compliance with operating systems, accounting procedures and policies of your Company. Based on the Internal Audit Report, the Management undertakes corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board. In the view of the Statutory Auditors of the Company, the internal financial controls with respect to financial reporting were adequate and operating effectively during the financial year.

RISK MANAGEMENT

Your Company has adopted a Risk Management Policy, pursuant to the provisions of Section 134 of the Companies Act, 2013 to identify and evaluate business risks and opportunities for mitigation of the same on a continual basis. This framework seeks to create transparency, minimize adverse impact on business objective and enhance your Companyâs competitive advantage. In your company, risks are carefully mapped and a risk management framework is involved.

Your Company is faced with risks of different types, each of which need varying approaches for mitigation. Details of various risks faced by your Company and their mitigation are provided in the Management Discussion and Analysis.

DISCLOSURES:

A) EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return of the Company in form MGT-9, as required under Section 92(3) of the Companies Act, 2013 is annexed herewith as Annexure-IX to this Report.

B) MEETINGS OF THE BOARD

During the financial year 2017-1 8, the Board of Directors had four (4) meetings. These were held on 25th May, 2017, 28th July, 2017, 7th November, 2017 and 28th January, 2018. The details in relation to attendance at the meetings are disclosed in the Corporate Governance section which forms a part of this report.

C) COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of three (3) Directors amongst which two (2) are Independent Non-Executive Directors, namely Mr. Amal Chandra Chakrabortti and Mr. Rama Shankar Jhawar and one (1) is Joint Managing Director namely Mr. Umesh Saraf. There have been no instances during the financial year when recommendations made by the Audit Committee were not accepted by the Board. The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

D) SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

E) VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has adopted a Whistle Blower Policy to provide a mechanism for the Directors and employees to report genuine concerns about any unethical behavior, actual and suspected fraud or violation of your Companyâs Code of Conduct. No person has been denied access to the Chairman of the Audit Committee. The provisions of the policy are in line with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 22 of the Listing Regulations. The vigil mechanism/whistle blower policy can be accessed on the Companyâs website: www.ahleast.com During the year under review, the Company did not receive any complaint under the policy.

F) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always shown concerns to each and every employee working in the organization. It has zero tolerance towards sexual harassment at workplace and has an Internal Complaints Committee to consider and redress complaints of sexual harassment. The Company has also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder with the objective of providing safe working environment for the benefit of the employees .

During the calendar year 2017, the Company has received no complaints on sexual harassment.

G) PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY PROVIDED

The particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements.

H) PARTICULARS OF REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are provided in Annexure-X to this report.

I) GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions on these items during the financial year 2017-18 under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. The Joint Managing Directors of the Company did not receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which could impact the going concern status and Companyâs operations in future.

ACKNOWLEDGEMENT

Your Board express their deep sense of appreciation for the contribution made by the employees to the significant improvement in the operations of the Company.

The Directors also thank all associates including customers, the Government of India, Government of West Bengal, Government Agencies, Hyatt Hotels Corporation, U.S.A., Bankers, Suppliers, Shareholders and others for their continuous co-operation and support.

For and on behalf of the Board of Directors

Umesh Saraf Rama Shankar Jhawar

Chennai Joint Managing Director Director

9th May, 2018 (DIN : 00017985) (DIN : 00023792)

Mar 31, 2017

DIRECTORS'' REPORT

To the Members,

The Directors have pleasure in presenting the 10^th Annual Report of the Company together with the audited financial statements of the Company for the financial year ended 31^st March, 2017.

FINANCIAL HIGHLIGHTS

Your Company''s performance for the year ended 31^st March, 2017 is summarized as under:

Particulars	Standalone (Rs. in lacs)		Consolidated (Rs. in lacs)
	2016-17	2015-16	2016-17	2015-16
Gross Revenue	9,831.79	9,809.26	19,521.30	19,273.40
Profit before tax (after exceptional item)	1,688.94	1,523.77	51.72	(611.59)
Tax Expenses (including Deferred Tax)	393.16	100.63	393.15	100.64
Profit after Tax	1,295.78	1,423.14	(341.43)	(712.23)
Other Comprehensive Income	227.91	3.04	216.05	(13.66)
Total Comprehensive Income	1,523.69	1,426.18	(125.38)	(725.89)

TRANSFER TO RESERVES

During the financial year 2016-17 an amount of Rs. 150 lacs (Rs. 150 lacs last year) has been transferred to General Reserve out of amount available for appropriations.

DIVIDEND

The Board of Directors are pleased to recommend a dividend of Rs. 2.00/- per equity share (previous year Rs. 2/- per equity share) on 11,527,797 equity shares of Rs. 10/- each for the year ended 31^st March, 2017. The total cost to the Company on account of dividend payment will be Rs. 230.55 lacs including dividend distribution tax of Rs. 46.94 lacs resulting in a payout of 21.42% of the standalone profits after tax of the Company.

BUSINESS OVERVIEW AND OPERATING PERFORMANCE/STATE OF COMPANY''S AFFAIRS

During the Financial Year 2016-17, Hyatt Regency, Kolkata (the hotel) maintained top position in occupancy & enhanced its rank from the last year on Rev PAR level in its market segment and has been successful in securing major project based business. It sustained its leading position in weddings and has been the most sought after wedding destination. Your Board is aware of the severe competition from the new hotels in the market segment that have already come up and is about to start commissioning in Kolkata in the current financial year ending 2017-18. In spite of the new challenges and competition, your hotel has been able to retain its market share and maintained its operating revenues. Your hotel is geared up with marketing, competitive strategy, branding to take up new challenges and has already taken sustainability initiatives to emphasize its core strength in terms of service quality, brand loyalty to attract guests in likely to be a very competitive environment.

New hotels opening in the city had a major impact on the pricing politics of your hotel as their pricing strategy in the beginning was very aggressive and put all the existing hotels in Kolkata under pressure. Considering the influx in supply which your Company is anticipating in the year 2017-18, adding value to our customer experience is becoming crucial. This is measured by the hotel online surveys, where the hotel could achieve in 2016-17 a 57.6% in Customer Service NPS. Satisfaction of the hotel''s customers was the satisfaction index for the hotel which was at a very high rate with 4.69 since two years measured by Gallup and also for the âGreat places to work" resulted Hyatt Regency, Kolkata achieving together with Hyatt India a ranking under the top 10.

During the financial year 2016-17, there were no material changes and commitments affecting financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements and the report relates. Further, there has been no change in the nature of business of the Company.

FINANCEANDACCOUNTS

As mandated by the Ministry of Corporate Affairs vide its notification in the Official Gazette dated 16^th February, 2015, the Company has adopted the IND AS for the financial year commencing from 1^st April, 2016 which has replaced the existing GAAP prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profit and cash flows for the year ended 31^st March, 2017.

SUBSIDIARY COMPANIES

The Company has two subsidiaries, namely, GJS Hotels Limited, a wholly owned and a material non-listed Indian Subsidiary and Regency Convention Centre and Hotels Limited, a wholly owned and a material non-listed Indian Subsidiary and one step-down subsidiary, namely Robust Hotels Private Limited. There have been no significant developments in the matters concerning the subsidiaries during the year under review.

With reference to GJS Hotels Limited, the Company continues to engage in dialogue with the Government of Odisha for the hotel project. Considering the luxury branded hotel market scenario of Bhubaneswar, Odisha, the Company has been exploring various business models for its hotel project and is taking a cautious step, keeping in mind the interest of the stakeholders concerned, return of investments, payback period and other related factors. The Company is hopeful of striking a business model which suits the Company and its stakeholders. Further, during the year under review, the loan amount of Rs. 205 Crores was invested in Robust Hotels Private Limited, Chennai through GJS Hotels Limited. An amount of Rs. 50 Crores was repaid by them.

With reference to Regency Convention Centre and Hotels Limited, during the year, your subsidiary has been exploring opportunities to settle the disputes amicably with the Airports Authority of India (AAI). Your Board is hopeful of a positive outcome.

Robust Hotels Private Limited (Robust) at Chennai has shown improved performance during the year under review. Revenue has increased to Rs. 98.05 crores as against Rs. 95.07 crores in the previous year. The delay in completion of metro rail work, uncertain political climate in the State has impacted the normal market conditions and hence the Company could achieve only a marginal growth during the year under review. Room occupancy has increased to 69% as compared 67% in the previous year. EBDITA has increased to Rs. 26.73 crores from Rs. 25.18 crores. The turnover has increased by 3.13% and where as the EBDITA of the company has improved by 6.15%. Your directors are hopeful of better performance of Robust in the current financial year.

This improved result was achieved, despite the loss suffered due to major calamity witnessed by Chennai by the Varda Cyclone in December 2016 which caused severe damages to the facade of the hotel thus affected the customer sentiments/business. Necessary actions were taken in regard to the same.

However, on balance, the Directors were hopeful that the above trend of improvement would continue in the current year. The recent ban on liquor sale within 500 meters of National and State Highways affected the hotel Hyatt Regency, Chennai which was categorized as being located within the parameters prescribed by the Hon''ble Supreme Court in its ruling dated 15^th December, 2016. Unfortunately, the ban has really affected the business of hotel Hyatt Regency, Chennai since April 2017 as the Madras High Court has stayed the proposal of Government of Tamil Nadu denotifying State Highways falling within the city limit. It was unimaginable that the hotel, located in the prime spot on the main road in Chennai, would fall under the above ban which will restrict sale of liquor to customers. Unless this untoward ban is withdrawn, the Hotel''s result for the current year will remain uncertain. This is serious matter of concern in regard to future F&B business of the hotel.

In terms of proviso to sub section (3) of Section 129 of the Companies Act, 2013, a report on the performance and financial position of each of the subsidiaries of the Company in Form AOC-1 is annexed herewith marked as Annexure I to this Report.

Neither of your subsidiary company has ceased to be subsidiaries during the year nor any become the new subsidiary company during the financial year. Your Company does not have any holding company and associate company during the financial year under review.

The Consolidated Financial Statements of the Company are prepared in accordance with Accounting Standards as specified in the Companies (Indian Accounting Standards) Rules, 2015 notified by the Ministry of Corporate Affairs (MCA) on 16^th February, 2015 and forms an integral part of this report.

AMALGAMATION

In respect of the Scheme of Amalgamation (the Scheme) of Forex Finance Private Limited (FFPL) with your Company pursuant to the Sections 391394 of the Companies Act, 1956, the Scheme was sanctioned by the High Court of Calcutta effective from 5^th September, 2016. In consideration of the amalgamation, your Company issued and allotted 32, 14,284 Equity Shares of Rs. 10/- each to the shareholders of FFPL and no consideration was paid for the amalgamation in terms of the Scheme.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as at 31^st March, 2016 stood at Rs. 114,405,850/- divided into 11,440,585 equity shares of Rs. 10 each. During the year under review, your Company issued 32,14,284 equity shares without differential rights and 31,27,072 equity shares were cancelled due to cross holding in lieu of Scheme of Amalgamation. Thus, the Share Capital of the Company as on 31^st March, 2017 stands at Rs. 115,277,970/- divided into 11,527,797 equity shares of Rs. 10 each.

SCHEMEOFARRANGEMENT

During the year under review, the Company entered into a Scheme of Arrangement between the GJS Hotels Limited, Robust Hotels Private Limited, the Company and their respective shareholders. The Company has received Observation Letter from the Stock Exchanges so as to file the Scheme with the Hon''ble National Company Law Tribunal.

AUDITORS & AUDITORS'' REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made there under, the term of office of M/s. S.S. Kothari Mehta & Co., Chartered Accountants, (Firm Registration No. 000756N) as the Statutory Auditors of the Company will conclude from the close of ensuing Annual General Meeting of the Company.

The Board of Directors places on record its appreciation to the services rendered by M/s. S.S. Kothari Mehta & Co., Chartered Accountants, as the Statutory Auditors of the Company during its tenure.

Subject to the approval of the Members and based on the recommendation of the Audit Committee of the Company, the Board of Directors of the company has recommended the appointment of M/s. Singhi & Co. (Firm Registration No. 302049E) as the Statutory Auditors of the Company (in place of M/s. S.S. Kothari Mehta & Co., Chartered Accountants, the retiring Auditors) for a term of five years commencing from the Company''s financial year ending 31^st March, 2018 to hold office from the conclusion of the 10^th Annual General Meeting of the Company till the conclusion of the 15^th Annual General Meeting (subject to ratification of their appointment by the Members at every intervening Annual General Meeting held after this Annual General Meeting) pursuant to Section 139 of the Companies Act, 2013. Accordingly, the Board recommends the resolution in relation to appointment of Statutory Auditors, for the approval by the shareholders of the Company.

There is no audit qualification for the year under review.

INTERNALAUDITOR

M/s. Saraf & Chandra, Chartered Accountants, has expressed its unwillingness to be appointed as an Internal Auditor of the Company for the financial year 2017-18. Your Board appreciated the services rendered by M/s. Saraf & Chandra, Chartered Accountants as an Internal Auditor of the Company during its tenure. Your Board considered to appoint M/s. S.S. Kothari Mehta & Co., Chartered Accountants (retiring Statutory Auditors of the Company) as the Internal Auditor of the Company for the financial year 2017-18.

Pursuant to Section 139 &144 ofthe Companies Act, 2013, the present statutory auditor i.e., M/s S.S. Kothari Mehta & Co. holds office till the conclusion of the ensuing annual general meeting ofthe Company & could not render any other services directly or indirectly to the Company such as internal audit during such period. Hence, pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, your Board based on the recommendation of the Audit Committee, appointed M/s. Saraf & Chandra for conducting the internal audit for the first quarter ending on 30^th June, 2017 till M/s S.S. Kothari Mehta & Co. ceases its office and further M/s S.S. Kothari Mehta &Co. was appointed to conduct office fora period of 9 months commencing from 1^st July, 2017 till 31^st March, 2018.

SECRETARIAL AUDITOR

The Board has appointed M/s. D. Raut & Associates, Practicing Company Secretaries, to conduct Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2016-17. The Secretarial Audit Report in Form MR-3 for the financial year ended 31^st March, 2017 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Company''s Articles of Association, Mr. Arun Kumar Saraf (DIN: 00339772), Director retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

No Director or Key Managerial Personnel was appointed or resigned during the year. Details of Directors seeking re-appointment as required under Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms a part of the notice calling Annual General Meeting of the Company.

BOARD EVALUATION AND NOMINATION AND REMUNERATION POLICY

Pursuant to Section 134(3)(p), Schedule IV (VIII) of the Companies Act, 2013 and Regulation 17(10) and 19(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the performance evaluation of Directors, Board and Committee was done at three levels by the Independent Directors at a separate meeting, Nomination and Remuneration Committee and the Board. Firstly, the Board of Directors has carried out an annual evaluation of performance of independent directors, its own, the Committees and individual directors based on the evaluation marking by the Directors. Secondly, the independent directors of the Company at their meeting held on 31^st March, 2017, carried out the evaluation of performance of the non-independent directors, the Board and the Chairman of the Company as per the prescribed criteria adopted by the Board at its meeting held on 30^th October, 2015. Lastly, the Nomination and Remuneration Committee of the Company carried out evaluations as appropriate and whenever required as per the prescribed criteria adopted by the Board. The performance was evaluated by the Board on the basis of the criteria such as the composition of Board and Committee and structure, effectiveness of Board and committee processes, information and functioning. The performance was considered satisfactory. The Policy on performance evaluation of Directors can be accessed on the Company''s website: www.ahleast.com. The Nomination & Remuneration Policy of the Company as recommended by Nomination and Remuneration Committee of the Company is annexed as Annexure III to this Report.

BOARD DIVERSITY

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical background. The Board recognizes the importance of a diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity. The Board diversity policy is available on our website: www.ahleast.com.

DIRECTORS''RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Sections 134(3)(c) and 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the financial year ended 31^st March, 2017 and state that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

c) The Directors have 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;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

PARTICULARS OF EMPLOYEES

As per Section 197(12) of the Companies Act, 2013 read with rules 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the top ten employees and employees drawing remuneration in excess of the limits set out in the said rules as amended are provided in Annexure V and forms a part of this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no contracts or arrangements entered into by the Company in accordance with the Section 188 of the Companies Act, 2013 and no material related party transactions in terms of Regulation 23 of the Listing Regulations. The disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. All related party transactions that were entered by the Company during the financial year were in the ordinary course of business and on arm''s length basis. All related party transactions are presented to the Audit Committee and the Board for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board can be accessed on the Company''s website: www.ahleast.com. The details of the transactions with related parties are provided in the accompanying financial statements.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As required under Section 135 of the Companies Act, 2013, during the financial year 2016-17, your Company has spent Rs. 32 lacs being 2% of average net profit of the Company made during three (3) immediately preceding financial years on M/s. R. K. Sipany Foundation, Bangalore, a trust which has an established track record of at least 3 years in carrying on CSR activities in related areas, have recently undertaken some hospital and healthcare projects and are going to build a charitable cancer hospital. The Annual Report on CSR activities is annexed and marked as Annexure-VIII to this report. The same is also displayed on the Company''s website: www.ahleast.com.

Besides the above, Hyatt Regency, Kolkata (the hotel) has also been involved in many CSR activities under our âHyatt Thrive" umbrella. The focus area during the year 2016 was supporting various NGOs towards making a better tomorrow. Hyatt Regency, Kolkata was announced as the proud supporter of winning USD 15000 under Hyatt Community Grants for NGO named Ek-Tara for project âUtkarsh" (e-learning programme). The grant is under process with the Ministry of India through NGO.

Total 23 candidates were trained under the government initiative âHunar se rozgar" program to get an introduction to hospitality and for possible future employment.

Further the hotel also organized a blood donation Camp with the Terapanth Yuvak Parishad and also participated in various Marathon. During the Christmas time, the hotel celebrated âFirst Cake Bake" with Arunima Hospice which is house for HIV infected children.

Joy of Giving was celebrated with Jungle Crow and other NGOs where food and gifts were distributed. In association with âSHAKTI" a Wish Tree was placed in hotel both for guest and associates to fulfill various wishes of children from different organizations. A fund raising event was organized in Santushti and various other activities together helped us donate 177 hours of service in addition to monetary contribution in the entire calendar year of 2016.

INTERNAL FINANCIAL CONTROL POLICY AND ITS ADEQUACY

The Board has adopted an Internal Financial Control Policy to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The Audit Committee actively reviews and evaluates the internal financial control system periodically and suggests improvements to strengthen the same. The observation and comments of the Audit Committee are placed before the Board.

RISK MANAGEMENT

Your Board reviews and observes risk management and minimization procedures followed by the Company which are adequate and operating effectively. The system established in the Company to identify, assess, manage, monitor and mitigate risk is considered sufficient and adequate. Risk Management is an integral part of the Company''s business process. In your company, risks are carefully mapped and a risk management framework is involved. The Company has adopted Risk Management Policy at the meeting of the Board of Directors held on 10^thFebruary, 2017.

DISCLOSURES: A) EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company in form MGT-9, as required under Section 92 of the Companies Act, 2013 is annexed herewith as Annexure-IX to this Report.

B) MEETINGS OF THE BOARD

During the financial year 2016-17, the Board of Directors had five (5) meetings. These were held on 24^th May, 2016, 10^th August, 2016, 7^th September, 2016, 9^th December, 2016 and 10^th February, 2017. The details in relation to attendance at the meetings are disclosed in the Corporate Governance section which forms a part of this report.

C) COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of three (3) Directors amongst which two (2) are Independent Non-Executive Directors, namely Mr. A. C. Chakrabortti and Mr. Rama Shankar Jhawar and one (1) is Joint Managing Director namely Mr. Umesh Saraf. All the recommendations made by the Audit Committee were accepted by the Board. The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

D) VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013 read with Regulation 22 of the Listing Regulations, the Board of Directors at its meeting held on 30^th October, 2015 has adopted a vigil mechanism/whistle blower policy of the Company. The policy provides a framework for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. Protected disclosures can be made by a whistle blower through an email or to the Chairman of the Audit Committee. The vigil mechanism/whistle blower policy can be accessed on the Company''s website: www.ahleast.com.

E) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and has an Internal Complaints Committee to consider and redress complaints of sexual harassment & the Company also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under for the benefit of the employees. During the financial year 2016-17, the Company has received no complaints on sexual harassment.

F) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY PROVIDED

The particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements.

G) PARTICULARS OF REMUNERATION

H) GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year 2016-17 under review:

1. Details relating to deposits covered under Chapter Vof the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. The Joint Managing Directors of the Company did not receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impacted the going concern status and Company''s operations in future.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation towards all associates including customers, the Government of India, Government of West Bengal, Government Agencies, Hyatt Hotels Corporation, U.S.A., Bankers, Suppliers, Shareholders, Employees and others who have reposed their confidence in the Company.

For and on behalf of the Board of Directors

Umesh Saraf Rama Shankar Jhawar

Kolkata Joint Managing Director Director

25^th May 2017 (DIN: 00017985) (DIN : 00023792)

Mar 31, 2014

The Directors are pleased to present their 7th Annual Report on the business and operation of the Company together with the audited annual accounts of the Company for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS

Your Company''s performance during the year under review is summarised as under:

Particulars Standalone Consolidated (Rs. in lacs) (Rs. in lacs) 2013-14 2012-13 2013-14 2012-13

Revenue from operation 9270.18 9024.13 17965.63 15111.17

Profit before Depreciation and Tax Expenses 3858.01 4536.39 697.78 2663.53

Less: Depreciation 533.71 654.31 2481.05 1868.47

Profit Before Tax 3324.30 3882.08 (1783.27) 795.06

Less: Current tax 606.39 563.84 606.39 563.84

Deferred tax 19.74 99.51 19.74 99.51

Others (37.98) 45.52 (35.88) 45.92

Profit after tax before adjustment of minority interest 2736.15 3173.21 (2373.52) 85.79

Add: Share of loss transferred to minority interest - - 1625.87 983.82

Profit for the year 2736.15 3173.21 (747.65) 1069.61

Add: Balance in statement of profit & loss 16455.81 14198.26 14545.39 14391.44

Less: Transferred to General Reserve 273.61 317.32 273.61 317.32

Proposed Dividend on Equity Shares 343.26 514.82 343.26 514.82

(including earlier years adjustment)

Tax on Dividend (including earlier years adjustment) 62.31 83.52 62.31 83.52

Closing Balance 18512.78 16455.81 13118.56 14545.39

STAND-ALONE PERFORMANCE

- Operating revenue during the financial year 2013-14 increased to Rs. 9270.18 lacs as against Rs. 9024.13 lacs during the financial year 2012-13.

- Profit Before Tax during the financial year 2013-14 is Rs. 3324.30 lacs as against Rs. 3882.08 lacs during the financial year 2012-13.

- Profit for the year is Rs. 2736.15 lacs during the financial year 2013-14 as compared to Rs. 3173.21 lacs during the financial year 2012-13.

CONSOLIDATED PERFORMANCE

- Consolidated operating revenue during the financial year 2013-14 increased to Rs. 17965.63 lacs as against Rs. 15111.17 lacs during the financial year 2012-13.

- Profit Before Tax during the financial year 2013-14 is Rs. (1783.27) lacs as against Rs. 795.06 lacs during the financial year 2012-13.

- Profit for the year is Rs. (747.65) lacs during the financial year 2013-14 as compared to Rs. 1069.61 lacs during the financial year 2012-13.

APPROPRIATIONS

During the financial year 2013-14, an amount of Rs. 273.61 lacs (Rs. 317.32 lacs last year) has been appropriated to General Reserve.

DIVIDEND

The Board of Directors are pleased to recommend a dividend @ 30%, i.e. Rs. 3/- per equity share (previous year Rs. 4.50/- per equity share) on 1,14,40,585 equity shares of Rs. 10/- each for the year ended 31st March 2014. The total cost to the Company on account of dividend payment will be Rs. 401.55 lacs including dividend distribution tax of Rs. 58.33 lacs.

BUSINESS OVERVIEW

The Board is pleased to inform that during the financial year 2013-14 the overall revenue of the hotels was positive and with effective cost control & working capital management, the Company enhanced its operating performance which has already been highlighted above and in the Management Discussion & Analysis Report.

During the financial year, the hotel hosted major events that happened in the city of Kolkata including the IPL Opening Ceremony 2013, an extensive amount of wedding events, EO Annual Meeting in January 2014 and various medical conferences.

Hyatt Regency Kolkata achieved a Net Promoter Score (NPS) of 50.3 Percentage in our customer satisfaction survey - Medallia. The survey is based on the question of "Likelihood to Recommend the hotel" and hotel has been given a rating of over 5 in a scale of 10 maximum.

Your Board is constantly on the lookout for offering the highest consistency in quality, service and setting new standards to make the guests fully satisfied and the visit a rewarding experience. Adequate internal controls have been laid down by the Company to safeguard and protect its assets as well as to improve the overall productivity of its operations. An external audit has successfully been conducted to monitor hygiene standards, safety and security as well as audits to improve the energy and other efficiencies in the hotel.

COMPLIANCE WITH NOTIFICATION NO.S.O.301(E) DATED 8TH FEBRUARY 2011 ISSUED BY THE MINISTRY OF CORPORATE AFFAIRS UNDER SECTION 211(3) OF THE COMPANIES ACT, 1956

Since Central Government had issued a Notification No. S.O. 301 (E) dated 8th February, 2011 in exercise of the powers conferred by Section 211(3) of the Companies Act, 1956 granting general exemption to some specified class of companies, including hotel companies, from disclosing certain information in their Statement of Profit and Loss as required under Part-II of Schedule VI of the Companies Act, 1956 subject to fulfillment of few conditions, your Company has duly complied with all conditions of the notification to seek general exemption under Section 211(4) of the Companies Act, 1956, paras 3(i)(a) and 3(ii)(d) of Part II of Schedule VI of the Companies Act, 1956 dealing with the disclosure of quantitative details of turnover of each class of goods, opening and closing stock, purchases, production and consumption of raw material in the financial statements for the financial year ended 31st March 2014. Your Board has passed necessary resolution to comply with the notification.

SUBSIDIARY COMPANIES

The Company has two subsidiaries, namely GJS Hotels Limited, a wholly owned and a material non-listed Indian Subsidiary and Regency Convention Centre and Hotels Limited and one step down subsidiary namely Robust Hotels Private Limited.

The Ministry of Corporate Affairs, New Delhi has issued a General Circular No: 2 /2011 dated 8th February 2011 (said Circular) granting general exemption from complying with the provisions of Section 212 of the Companies Act, 1956 and the General Exemption is subject to certain conditions which inter alia requires the Board of Directors of the Company to give consent, by passing a Board Resolution, for not attaching the Balance Sheet of the subsidiary/ies concerned. Accordingly, your Directors have passed necessary Board Resolution to avail the above general exemption. The Consolidated Financial Statements of holding company and all the subsidiaries, prepared in strict compliance with applicable accounting standards and Listing Agreement as prescribed by the Securities and Exchange Board of India (SEBI) and duly audited by Statutory Auditors of the Company have been presented in the Annual Report along with the prescribed Financial Information in respect of the subsidiary companies. The Company will make available the Annual Accounts of the subsidiary companies to the members of the Company as well as members of subsidiary companies who may be interested in obtaining the same at any point of time. The Annual Accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. Hard copy of details of accounts of subsidiaries shall be made available to the members on demand.

AMALGAMATION

The Scheme of Amalgamation of Forex Finance Private Limited with the Company has been approved by the equity shareholders of the Company with requisite majority as required under Section 391(2) of the Companies Act, 1956 at the Court Convened Meeting of the equity shareholders of the Company held on 8th April 2014. Further the Scheme was put to vote by public shareholders through postal ballot and e-voting process. Resolution for the approval of the Scheme was passed with requisite majority by the public shareholders.

The Company has filed the petitions for sanction of the Scheme as per Section 391(2) and 394 read with Section 100 of the Companies Act, 1956 with the Hon''ble High Court at Calcutta.

AUDITORS & AUDITORS'' REPORT

M/s S.S. Kothari Mehta & Co., Chartered Accountants, Kolkata, the present auditors of the Company, retires at the forthcoming Annual General Meeting and is eligible for re-appointment as auditors and has confirmed their eligibility and willingness to accept office, if re-appointed. Members are requested to re-appoint them and fix their remuneration. The Audit Committee of the Board has recommended their re-appointment.

The notes on accounts referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for any further comments.

During the year under review, Internal Audit of the Company has been carried out by M/s. KSMN & Company, Chartered Accountants, Kolkata.

BOARD OF DIRECTORS

The Company had pursuant to the provisions of Clause 49 of the Listing Agreement entered with the Stock Exchanges, appointed Mr. A. C. Chakrabortti, Mr. Rama Shankar Jhawar and Mr. Padam Kumar Khaitan as Independent Directors of the Company.

As per Section 149(4) of the Companies Act, 2013, which came into effect from 1st April, 2014, every Listed Company is required to have at least one-third of the total number of directors as Independent Directors. In accordance with the provision of Section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company.

Mr. Radhe Shyam Saraf retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting.

During the year Mr. S. S. Bhandari resigned as a Director of the Company due to his health reasons causing casual vacancy on the Board of Directors of the Company. The Board decided not to fill up the causal vacancy caused by his resignation.

DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm as under:

that in the preparation of annual accounts for the year ended 31st March 2014, the applicable Accounting Standards have been followed along with proper explanation relating to materials departures, if any;

that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and pursuant so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and of the profit or loss of the Company for the financial year;

that the Directors have 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; and

that the Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, your Company has no activity relating to Conservation of Energy and Technology Absorption as stipulated in the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. However, your Company uses information technology extensively in its operations and also continues its Endeavour to improve energy conservation and utilization, safety and environment.

The Company''s earnings and outgo in foreign exchange for the financial year under review were Rs. 3355.66 lacs/ Rs. 600.55 lacs respectively.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are required to be set out in the Director''s Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Chief Legal Officer & Company Secretary at the Registered Office of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Management Discussion and Analysis Report as Annexure-A and Corporate Governance Report as Annexure-B and Compliance Certificate on Corporate Governance are annexed to this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company is associated with charitable and social activities and thereby playing a pro-active role in the socio-economic growth. Hyatt Regency Kolkata encourages local non-profits for various environmental awareness programs. We recognise and embrace the need to serve our community. In addition to several local programs conducted by us, our most important initiative for the financial year has been to create awareness for the East Kolkata Wetlands with schools but also in cooperation with our corporate clients and additionally we are supporting "Ek Tara" an initiative of some private investors for tutoring of girls and young women with the aim of empowerment and making them self-supporting.

The Board of Directors of the Company at its meeting held on 22nd May 2014 has constituted the Corporate Social Responsibility Committee in line with Section 135 of the Companies Act 2013. Detail of the same has been provided in the Corporate Governance Report. The Committee is responsible for formulating and monitoring the Corporate Social Responsibility Policy of the Company.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation towards all associates including customers, the Government of India, Government of West Bengal, Government Agencies, Hyatt Hotels Corporation, Bankers, suppliers, shareholders, employees and others who have reposed their confidence in the Company.

For and on behalf of the Board of Directors

Place: Kolkata Umesh Saraf Rama Shankar Jhawar

22nd May 2014 Joint Managing Director Director

Mar 31, 2013

To the Members,

The Directors take pleasure in presenting their 6th Annual Report on the business and operation of the Company together with the audited annual accounts of the Company for the year ended 31st March 2013.

FINANCIAL HIGHLIGHTS

Your Company''s performance during the year under review is summarised as under:

Particulars Standalone Consolidated (Rs. in lacs) (Rs. in lacs)

2012-13 2011-12 2012-13 2011-12

Total Revenue 11398.88 10199.29 17527.57 10199.31

Profit before Depreciation and Tax Expenses 4536.39 4284.92 2663.53 4277.18

Less: Depreciation 654.31 685.04 1868.47 685.04

Profit Before Tax 3882.08 3599.88 795.06 3592.14

Less: Current Tax 563.84 801.68 563.84 801.58

Deferred Tax 99.51 (5.52) 99.51 (5.52)

Others 45.52 45.92

Profit After Tax before adjustment of Minority Interest 3,173.21 2,803.72 85.79 2796.08

Add: Share of loss transferred to Minority Interest 983.82

Profit for the year 3173.21 2803.72 1069.61 2796.08

Add: Balance in Statement of Profit & Loss 14198.26 12273.25 14391.44 12474.08

Less: Transferred to General Reserve 317.32 280.37 317.32 280.37

Proposed Dividend on Equity Shares 514.82 514.82 514.82 514.83

Tax on Dividend 83.52 83.52 83.52 83.52

Closing Balance 16455.81 14198.26 14545.39 14391.44

STAND-ALONE PERFORMANCE

- Total Revenue during the financial year 2012-13 increased to Rs. 11398.88 lacs as against Rs. 10199.29 lacs during the financial year 2011-12.

- Profit Before Tax during the financial year 2012-13 increased to Rs. 3882.08 lacs as against Rs. 3599.88 lacs during the financial year 2011-12.

- Profit for the year is Rs. 3173.21 lacs during the financial year 2012-13 as compared to Rs. 2803.72 lacs during the financial year 2011-12. CONSOLIDATED PERFORMANCE

- Consolidated Total Revenue during the financial year 2012-13 increased to Rs. 17527.57 lacs as against Rs. 10199.31 lacs during the financial year 2011-12.

- Profit Before Tax during the financial year 2012-13 is Rs. 795.05 lacs as against Rs. 3592.14 lacs during the financial year 2011-12.

- Profit for the year is Rs. 1069.61 lacs during the financial year 2012-13 as compared to Rs. 2796.08 lacs during the financial year 2011-12. APPROPRIATIONS

During the financial year 2012-13 an amount of Rs. 317.32 lacs has been appropriated to General Reserve (Rs. 280.37 lacs last year).

DIVIDEND

The Board of Directors are pleased to recommend a dividend @ 45%, i.e. Rs.4.50/- per equity share (previous year Rs. 4.50/- per equity share) on 1,14,40,585 equity shares of Rs. 10/- each for the year ended 31st March 2013. The total cost to the Company on account of dividend payment will be Rs. 598.34 lacs including dividend distribution tax of Rs. 83.52 lacs.

BUSINESS OVERVIEW

The Board is pleased to inform that during the financial year 2012-13 the overall hotel''s revenue was positive and with effective cost control & effective working capital management, the Company maintained its performance which has already been highlighted above and in the Management Discussion and Analysis Report.

During the financial year, the hotel were hosts for major events that happened in the city including the IMME 2012, YPO "Roll Cal Roll", Indian Science Congress, Airport authority of India, IPL Opening Ceremony and Medical Conferences. We had the honor of having Dr. Manmohan Singh, Hon''ble Prime Minister of India, stay over with us in January 2013 as a part of the Indian Science Congress meet.

Hyatt Regency Kolkata achieved a Net Promoter Score (NPS) of 56 Percentile in our customer satisfaction survey - Medalia. The survey is based on the question of "Likelihood to Recommend the hotel" and is based on ratings between the scale of 1 to 10, where 10 indicates the maximum positive and rating 1 is for the maximum negative. Ratings by the guests on the Hotel are satisfactory.

Your Board is constantly on the look out for offering the highest consistency in quality, service and setting new standards to make the guests feel at home. Adequate internal controls have been laid down by the Company to safeguard and protect its assets as well as to improve the overall productivity of its operations and even steps were taken by your Board during the financial year 2012-13 to conduct a complete Insurance Audit in order to evaluate the risk involved and the right mix of insurance coverage to be taken for ensuring safety, security and quality.

COMPLIANCE WITH NOTIFICATION NO.S.O.301(E) DATED 8TH FEBRUARY 2011 ISSUED BY THE MINISTRY OF CORPORATE AFFAIRS UNDER SECTION 211(3) OF THE COMPANIES ACT, 1956

Since Central Government had issued a Notification No. S.O. 301 (E) dated 8th February, 2011 in exercise of the powers conferred by Section 211(3) of the Companies Act, 1956 granting general exemption to some specified class of companies, including hotel companies, from disclosing certain information in their Statement of Profit and Loss as required under Part-II of Schedule VI of the Companies Act, 1956 subject to fulfillment of few conditions, your Company has duly complied with all conditions of the notification to seek general exemption under Section 211(4) of the Companies Act, 1956, paras 3(i)(a) and 3(ii)(d) of Part II of Schedule VI of the Companies Act, 1956 dealing with the disclosure of quantitative details of turnover of each class of goods, opening and closing stock, purchases, production and consumption of raw material in the financial statements for the financial year ended 31st March 2013. Your Board has passed necessary resolution to comply with one of the conditions of the notification for the same.

SUBSIDIARY COMPANIES

The Company has two subsidiaries, namely GJS Hotels Limited, a wholly owned and a material non-listed Indian Subsidiary and Regency Convention Centre and Hotels Limited and one step down subsidiary namely Robust Hotels Private Limited.

During the year, GJS Hotels Limited, wholly owned subsidiary of the Company, has exercised the option to convert Cumulative Redeemable and Optionally Convertible Preference Shares of Robust Hotels Private Limited. Consequently, the Board of Directors of Robust Hotels Private Limited at their meeting held on 26th July 2012 issued and allotted 6,39,32,769 equity shares of Rs.10/- each at a conversion price of Rs. 32/- per Equity Shares to GJS Hotels Limited. Subsequent to this allotment, GJS Hotels Limited became holding company of the Robust Hotels Private Limited and consequently Robust Hotels Private Limited became step down subsidiary of your Company. Robust Hotels Private Limited is the owner of Hyatt Regency Chennai, a 5 Star premium business hotel located in Chennai and during the year under review, the Company provided a corporate guarantee to IDBI bank, Mumbai to secure credit facilities of Rs.240 crores availed by Robust Hotels Private Limited, Chennai.

The Ministry of Corporate Affairs, New Delhi has issued a General Circular No: 2 /2011 dated 8th February 2011 (said Circular) granting general exemption from complying with the provisions of Section 212 and the General Exemption is subject to certain conditions which inter alia requires the Board of Directors of the Company to give consent, by passing a Board Resolution, for not attaching the Balance Sheet of the subsidiary/ies concerned. Accordingly, your Directors have passed necessary Board Resolution to avail the above general exemption. The Consolidated Financial Statements of holding company and all the subsidiaries, prepared in strict compliance with applicable accounting standards and Listing Agreement as prescribed by the Securities and Exchange Board of India (SEBI) and duly audited by Statutory Auditors of the Company have been presented in the Annual Report along with the prescribed Financial Information in respect of the subsidiary companies. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to the Members of the Company as well as Members of subsidiary companies who may be interested in obtaining the same at any point of time. The Annual Accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company as well as that of the respective subsidiary companies. Hard copy of details of accounts of subsidiaries shall be made available to the Members on demand.

AMALGAMATION

The Board of Director of the Company at its meeting held on 23rd May 2013, in consideration of SEBI Circular Nos. CIR/CFD/DIL/5/2013 and CIR/CFD/DIL/8/2013 dated 4th February 2013 and 21st May 2013 respectively, approved the amalgamation of Forex Finance Private Limited, a Promoter Body Corporate with the Company with effect from 1st April 2012 subject to approval of shareholder and other appropriate regulatory authorities. The scheme has been considered to be in the interest of the shareholders of both the companies.

It was felt that the proposed amalgamation will result in the formation of a larger and stronger Company having a core operating business with the backing and leverage of a sound financial asset base which is conveniently held and monitored as an incidental part of the entire undertaking and activities of the amalgamated entity without detracting from the operating business or diluting focus thereon.

Further, your Board thinks that the amalgamation will enable appropriate consolidation of the activities of both the companies, with pooling and more efficient utilization of resources, greater economies of scale, reduction in overheads and expenses and improvement in various operating parameters.

Post amalgamation, Robust Hotels Private Limited, owner of Hyatt Regency Chennai, will be a wholly owned subsidiary of the Company; partially by having direct holding and balance through GJS Hotels Limited (wholly owned subsidiary of the Company) and there will be two branded operating 5 star deluxe hotels namely Hyatt Regency Kolkata and Hyatt Regency Chennai under the control of your Company. It will bring more room inventory under the control of the Company and thus help its valuation in case of any future issue of shares. The Company is in the process of obtaining regulatory approvals for the amalgamation.

AUDITORS & AUDITORS'' REPORT

M/s S.S. Kothari Mehta & Co., Chartered Accountants, Kolkata, the present auditors of the Company, retires at the forthcoming Annual General Meeting and is eligible for re-appointment as auditors. Members are requested to re-appoint them and fix their remuneration. The Company has received confirmation from the firm to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and they are not disqualified for reappointment within the meaning of Section 226 of the said Act. The Audit Committee of the Board has recommended their re-appointment.

The notes on accounts referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for any further comments.

During the year under review, Internal Audit of the Company has been carried out by M/s. KSMN & Company, Chartered Accountants, Kolkata. Their findings have been satisfactory.

Further, Secretarial Audit has been carried by a firm of Company Secretaries. The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing Agreements with the Stock Exchanges, Securities Contracts (Regulation) Act, 1956 and all the Regulations and Guidelines of SEBI as applicable to the Company, including the SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011 and the SEBI (Prohibitions of Insider Trading) Regulations, 1992.

BOARD OF DIRECTORS

Mr. R.S.Jhawar retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting.

Post 31st March 2013, Mr. S.S. Bhandari, the Independent Director of the Company has resigned from the Directorship of the Company w.e.f 11th April 2013. The Board expresses its appreciation for the valuable services rendered and matured advice by Mr. S.S. Bhandari during his association with the Company.

Post 31st March 2013, Mr. Ramesh Kumar Chokhani and Mr. A.C. Chakrabortti have been appointed as Additional Directors of the Company w.e.f 22nd May 2013 and 23rd May 2013 respectively. Mr. Ramesh Kumar Chokhani and Mr. A.C. Chakrabortti hold office up to the ensuing Annual General Meeting of the Company. Notices pursuant to Section 257 of the Act have been received from some members proposing Mr. Ramesh Kumar Chokhani and Mr. A.C. Chakrabortti for appointment as Directors of the Company.

Profile of the Directors seeking appointment/re-appointment as required to be given in terms of Clause 49(IV)(G) of the Listing Agreement forms part of the notice convening the ensuing Annual General Meeting of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

Pursuant to Section 217(2AA) of the Companies Act, 1956 your Directors confirm as under:

Â that in the preparation of annual accounts for the year ended 31st March 2013, the applicable Accounting Standards have been followed along with proper explanation relating to materials departures, if any;

Â that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and pursuant so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and of the profit of the Company for the financial year;

Â that the Directors have 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; and

Â that the Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, pertaining to conservation of energy, technology absorption, and foreign exchange earnings and outgo, to the extent possible in the opinion of your Directors, is annexed hereto being Annexure-A and forming part of this Report.

The Company''s earnings and outgo in foreign exchange for the financial year under review were Rs. 3485.34 lacs/ Rs. 884.98 lacs respectively.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are required to be set out in the Director''s Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Chief Legal Officer & Company Secretary at the Registered Office of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Management Discussion and Analysis Report as Annexure-B and Corporate Governance as Annexure-C and Compliance Certificate on Corporate Governance are annexed to this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company is associated with charitable and social activities and thereby playing a pro-active role in the socio-economic growth. Hyatt Regency Kolkata encourages local non-profits for various environmental awareness programs. With few NGOs of the city, Hyatt Regency Kolkata during the financial year had participated in activities in the localities and maintained its Corporate Social Responsibility (CSR) vision. Hyatt in partnership with NEWS in the financial year 2012-13, developed a community participative model for scientific management of municipal solid wastes in East Kolkata Wetlands. There is a dedicated ''Green Team'' which runs these regular events and interacts with the local people in the adjoining areas for development and awareness. Also the hotel initiated internal activities to keep its employees & guests engaged with the CSR vision-Earth Hour, Green board, Best of waste activity & Earth Day.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation towards all associates including customers, the Government of India, Government of West Bengal, Government Agencies, Hyatt International Corporation, U.S.A., Bankers, Suppliers, Shareholders, Employees and others who have reposed their confidence in the Company.

For and on behalf of the Board of Directors

Place: Kolkata Umesh Saraf R. S. Jhawar

23rd May 2013 Joint Managing Director Director

Mar 31, 2012

The Directors take pleasure in presenting their 5th Annual Report on the business and operation of the Company together with the audited annual accounts of the Company for the year ended 31 st March 2012.

FINANCIAL HIGHLIGHTS

Your Company's performance during the year under review is summarized as under:

Particulars Standalone Consolidated (Rs. in lacs) (Rs. in lacs)

2011-12 2010-11 2011-12 2010-11

Total Revenue 10097.65 10095.17 10097.66 10198.16

Profit before Depreciation and Tax Expenses 4284.92 4300.53 4277.18 4398.73

Less: Depreciation 685.03 679.51 685.03 679.52

Profit Before Tax 3599.89 3621.01 3592.14 3719.21

Less: Current Tax 801.68 623.00 801.58 625.50

Deferred Tax (5.52) (18.67) (5.52) (18.67)

Profit for the year 2803.72 3016.68 2796.08 3112.38

Add: Balance in Statement of Profit & Loss 12273.25 10154.61 12474.07 10259.74

Less: Transferred to General Reserve 280.37 301.67 280.37 301.67

Proposed Dividend on Equity/ Preference* Shares 514.82 513.13* 514.82 513.13*

Tax on Dividend 83.52 83.24 83.52 83.24

Closing Balance 14198.26 12273.25 14391.44 12474.07

*Proposed Dividend includes dividend proposed on both equity and preference shares of the Company.

STAND-ALONE PERFORMANCE

- Total Revenue during the financial year 2011-12 increased to Rs. 10097.65 lacs as against Rs. 10095.17 lacs during the financial year 2010-11.

- Profit Before Tax during the financial year 2011-12 is Rs. 3599.89 lacs as against Rs. 3621.01 lacs during the financial year 2010-11.

- Profit for the year is Rs. 2803.72 lacs during the financial year 2011 -12 as compared to Rs. 3016.68 lacs during the financial year 2010-11. CONSOLIDATED PERFORMANCE

- Consolidated Total Revenue during the financial year 2011-12 is Rs. 10097.66 lacs as against Rs. 10198.16 lacs during the financial year 2010-11.

- Profit Before Tax during the financial year 2011-12 is Rs. 3592.14 lacs as against Rs. 3719.21 lacs during the financial year 2010-11.

- Profit for the year is Rs. 2796.08 lacs during the financial year 2011 -12 as compared to Rs. 3112.38 lacs during the financial year 2010-11. APPROPRIATIONS

During the year 2011-12 an amount of Rs. 280.37 lacs has been appropriated to General Reserve (Rs.301.67 lacs last year).

DIVIDEND

The Board of Directors are pleased to recommend a dividend @ 45%, i.e. Rs. 4.50/- per equity share (previous year Rs. 4.50/- per equity share) on 1,14,40,585 equity shares of Rs. 10/ - each for the year ended 31st March 2012. The total cost to the Company on account of dividend payment will be Rs. 598.34 lacs including dividend distribution tax of Rs. 83.52 lacs.

ISSUE AND ALLOTMENT OF EQUITY SHARES PURSUANT TO CONVERSION OF 27,780 1% FULLY CONVERTIBLE PREFERENCE SHARES (FCPS) OF THE COMPANY AND ITS CONSEQUENT LISTING AND TRADING

During the financial year 2011-12 the Company had issued and allotted 38,803 equity shares of Rs. 10/- each to the preference shareholders pursuant to conversion of their 27,780 1% Fully Convertible Preference Shares (FCPS) in terms of Clause 5.3.1 of the sanctioned Scheme of Arrangement and Demerger and directions of the stock exchanges under Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and these shares were subsequently listed and traded taking the issued, subscribed and paid-up equity capital of the Company to Rs. 11,44,05,850/- consisting of 1,14,40,585 equity shares of Rs. 10/- each fully paid up duly listed on the stock exchanges. As on the date of the Report, the Company has no outstanding preference share capital.

BUSINESS OVERVIEW

Your Board is pleased to inform you that during the financial year 2011-12 with a focus on marketing efforts, cost control and effective working capital management, the Company maintained its performance which has already been highlighted above and in the Management Discussion and Analysis.

Hyatt Regency Kolkata (HRK) follows an On-line Customer Satisfaction Survey called Hyatt Sat, based on the ratings between the scale of 1 to 10, where 10 indicates the maximum positive and rating 1 is for the maximum negative. Ratings by the guests on the Hotel are satisfactory. Your Board is constantly on the lookout for offering the highest consistency in quality, service and setting new standards to make the guests feel at home. Adequate internal controls have been laid down by the Company to safeguard and protect its assets as well as to improve the overall productivity of its operations and even steps were taken by your Board during the financial year 2011-12 to conduct a complete Insurance Audit in order to evaluate the risk involved and the right mix of insurance coverage to be taken for ensuring safety, security and quality.

COMPLIANCE WITH NOTIFICATION NO. S.O. 301(E) DATED 8TH FEBRUARY 2011 ISSUED BY THE MINISTRY OF CORPORATE AFFAIRS UNDER SECTION 211 (3) OF THE COMPANIES ACT, 1956

Since Central Government had issued a Notification No. S.O. 301 (E) dated 8th February 2011 in exercise of the powers conferred by Section 211(3) of the Companies Act, 1956 granting general exemption to some specified class of companies, including hotel companies, from disclosing certain information in their Statement of Profit and Loss as required under Part-II of Schedule VI of the Companies Act, 1956 subject to fulfillment of few conditions, your Company has duly complied with all conditions of the notification to seek general exemption under Section 211(4) of the Companies Act, 1956, pares 3(i)(a) and 3(ii)(d) of Part II of Schedule VI of the Companies Act, 1956 dealing with the disclosure of quantitative details of turnover of each class of goods, opening and closing stock, purchases, production and consumption of raw material in the financial statements for the financial year ended 31st March 2012. Your Board has passed necessary resolution to comply with one of the conditions of the notification for the same.

SUBSIDIARY COMPANIES

GJS Hotels Limited and Regency Convention Centre and Hotels Limited continue to be wholly owned subsidiary and subsidiary of your Company.

As required under Section 212 of the Companies Act, 1956, the Audited Statements of Accounts, along with the Report of the Board of Directors relating to the Company's subsidiaries together with respective Auditors' Reports thereon for the year ended 31 st March 2012 are annexed.

OPENING OF HYATT REGENCY CHENNAI

Your Company, together with its wholly-owned subsidiary GJS Hotels Limited, holds investment of around Rs. 266 Crores in preference share capital of Robust Hotels Private Limited which owns Hyatt Regency Chennai, a 5 Star premium business hotel located in Chennai's central business district and which was opened on 8th August 2011. The 327-room Hyatt Regency Chennai, with a project cost of around Rs. 656 Crores, opens with more than 20,000 sq ft (1,900 sq m) of versatile convention and event space, a fully-equipped fitness centre, some great restaurants and a sun-filled atrium lobby with soothing water features and green landscaping. The Hotel has been received well by the guests.

AUDITORS & AUDITORS' REPORT

M/s S. S. Kothari Mehta & Co., Chartered Accountants, Kolkata, the present auditors of the Company, retires at the forthcoming Annual General Meeting and is eligible for re-appointment as auditors. Members are requested to re-appoint them and fix their remuneration. The Company has received confirmation from the firm to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and they are not disqualified for reappointment within the meaning of Section 226 of the said Act. The Audit Committee of the Board has recommended their re-appointment.

Directors' clarification/explanations/comments under Section 217(3) of the Companies Act, 1956 for observation and comments referred in the Clause 4(V) of the Auditors' Report including Auditors' Report on Consolidated Financial Statements read with Note 33 and 27to the Notes forming part of Accounts and Consolidated Financial Statements respectively are as under:

Observation of the Auditors:

No provision for impairment has been made in respect of the investment made by the Company in its subsidiary namely Regency Convention Centre and Hotels Limited.

Our Explanation:

Regency Convention Centre and Hotels Limited (RCC) is in possession of two opinions given by the highest legal authorities which, inter-alia, states that RCC has fair chance of winning the legal disputes with the Airport Authority of India (AAI). In view of this, your Board is hopeful about the outcome of the Suit, pending before the Hon'ble High Court of Bombay, involving RCC as plaintiff and accordingly your Company has not made any provision for impairment in the value of investment made in RCC. Lately, AAI has made an effort to resolve the issue amicably by offering an alternate pocket of land in lieu of the suit land. Your subsidiary has accepted the proposal subject to the alternate land is free, clear and unencumbered.

During the year under review, Internal Audit of the Company has been carried out by M/s. KSMN & Company, Chartered Accountants, Kolkata. Their findings have been satisfactory.

Further, Secretarial Audit has been carried by a firm of Company Secretaries. The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing Agreements with the Stock Exchanges, Securities Contracts (Regulation) Act, 1956 and all the Regulations and Guidelines of SEBI as applicable to the Company, including the SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011 and the SEBI (Prohibitions of Insider Trading) Regulations, 1992.

BOARD OF DIRECTORS

Mr. Padam K Khaitan retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting.

The Board of Directors appointed Mr. Anil Goenka, a Chartered Accountant as an alternate to Mr. R. S. Jhawar on 10th November 2011, who vacated office on 17th November 2011. The Board placed on record its appreciation for the services rendered by the outgoing Director during his tenure.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

Pursuant to Section 217(2AA) of the Companies Act, 1956 your Directors confirm as under:

- that in the preparation of annual accounts for the year ended 31 st March 2012, the applicable Accounting Standards have been followed along with proper explanation relating to materials departures, if any;

- that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and pursuant so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and of the profit of the Company for the financial year;

- that the Directors have 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; and

- that the Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules ,1988, pertaining to conservation of energy, technology absorption, and foreign exchange earnings and outgo, to the extent possible in the opinion of your Directors, is annexed hereto being Annexure-A and forming part of this Report.

The Company's earnings and outgo in foreign exchange for the year under review were Rs. 3349.22 lacs /Rs. 671.75 lacs respectively.

PARTICULARS OF EMPLOYEES

As required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, particulars of the employees concerned are given in the Annexure-B which is attached hereto and forms part of the Directors' Report.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Management Discussion and Analysis Report as Annexure-C and Corporate Governance as Annexure-D and Compliance Certificate on Corporate Governance are annexed to this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company is associated with charitable and social activities and thereby playing a pro-active role in the socio-economic growth. During the financial year 2011-12, your Company celebrated Earth Hour, Green Board, Best out of Waste Activity and Earth Day.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation towards all associates including customers, the Government of India, Government of West Bengal, Government Agencies, Hyatt International Corporation, U.S.A., Bankers, Suppliers, Shareholders, Employees and others who have reposed their confidence in the Company.

For and on behalf of the Board of Directors

Place: Kolkata Radhe Shyam Saraf

Date: 11th May 2012 Chairman

Mar 31, 2011

To the Members,

The Directors take pleasure in presenting their 4th Annual Report on the business and operation of the Company together with the audited annual accounts of the Company for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS

Your Company's performance during the year under review is summarised as under:

Particulars Standalone Consolidated

(Rs. in lacs) (Rs. in lacs)

2011 2011

Sales Turnover (including other Income) 10,095.17 10,198.16

Profit Before Interest & Depreciation etc. 4,300.53 4,398.73

Interest NIL NIL

Depreciation 679.52 679.52

Profit before Tax 3,621.02 3,719.21

Provision for Taxation (Net) 604.33 606.83

Profit after Tax 3,016.68 3,112.38

Surplus Brought Forward from previous year 10,154.62 10,259.74

Profit Available for Appropriation 13,171.30 13,372.12

Transfer to general Reserve 301.67 301.67

Dividend on preference shares 0.05 0.05

Dividend proposed/ paid-up-on equity shares 513.08 513.08

Corporate Dividend Tax 83.24 83.24

Surplus Carried Forward 12,273.25 12,474.08

Earnings per share (Rupees) - Basic 26.46 27.30

Earnings per share (Rupees) - Diluted 26.37 27.20

STAND-ALONE PERFORMANCE

Your Company has earned total revenue of Rs.10095.17 lacs and earned a net profit of Rs.3621.02 lacs. Earnings before interest, tax, depreciation and amortisation (EBITDA) is Rs.4300.53 lacs. Profit after tax is Rs.3016.68 lacs.

CONSOLIDATED PERFORMANCE

Your Company has earned total revenue of Rs.10,198.16 lacs on consolidated basis. Earnings before interest, tax, depreciation and amortisation (EBITDA) is Rs.4398.73 lacs on consolidated basis. Profit after tax on consolidated basis has been registered at Rs.3112.38 lacs.

Financial and operating performance of the Company during the financial year 2010-11 is not comparable as the financial year 2009-10 had operational results of Hotel Hyatt Regency Kolkata for a period of 5 months in view of the effectiveness of the Scheme of Arrangement and Demerger (the Scheme) on 11th February, 2010 retrospectively from 31st October, 2009 being the Appointed Date.

Overall, the Company is on a satisfactory growth path and its efforts to improve efficiency, productivity and profitability will improve returns.

APPROPRIATIONS

During the year 2010-11 an amount of Rs.301.67 lacs has been appropriated to General Reserve (Rs.142.84 lacs last year).

DIVIDEND

Your Directors have recommended 1% dividend on 27,780 Fully Convertible Preference Share of Rs. 10/- each for the year 2010-11.

Further, your Board of Directors has recommended a dividend @ 45%, i.e. Rs.4.50 per equity share (previous year Rs. 3.00 per equity shares) on 1,14,01,782 equity shares of Rs. 10/- each for the year ended 31st March, 2011.

The total Dividend outgo for the year ended 31st March, 2011 would be Rs.5.96 crores including the Corporate Dividend Ta x of Rs.83.24 lacs.

Your Directors believe that this will increase shareholder value.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY

During the financial year under review, the Registered Office of the Company was shifted from NCT of Delhi to the State of West Bengal.

LISTING AND TRADING OF EQUITY SHARES OF THE COMPANY ON THE STOCK EXCHANGES

During the year, the equity shares of the Company were listed and admitted for trading on Bombay Stock Exchange Limited and National Stock Exchange of India Limited respectively.

ISSUE AND ALLOTMENT OF EQUITY SHARES OF THE COMPANY

On 30th April, 2011, your Board vide Circular Resolution has issued and allotted 38,910 equity shares of Rs. 10 /- each to the then preference shareholders of the Company consequent to conversion of their 27,780 1 % Fully Convertible Preference Shares (FCPS) in terms of Clause 5.3.1 of the sanctioned Scheme of Arrangement and Demerger read with Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. The equity shares as aforesaid rank pari passu in all respects with the existing equity shares of the Company including with respect to dividend. Necessary applications have been made to the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE) respectively for obtaining listing and trading permission in respect of the newly allotted equity shares.

As a result of the above issuance and allotments, the number of outstanding shares of the Company as on the date of this Report consists of 1,14,40,692 equity shares of Rs. 10/- each fully paid up.

BUSINESS OVERVIEW

Although the Indian economy is recovering from the impact of the global financial crisis but factors like inflation has slowed the growth further. However, the scenario of the hotel industry in the State of West Bengal, where your Company has the presence has not been encouraging. The tourists continued to stay away from the city of Kolkata due to law and order situation and political instability in the State. Further, the city has failed to produce sufficient business and international events which would otherwise bring the financial fortunes of the hotel. Your Company had to offer best of services at affordable prices.

Having considered the above, your Board is of the view that the Company has maintained its strong presence in the market in the financial year 2010-11. The guest satisfaction scores at the hotel reflect that the quality of the hospitality services continues to be at world class levels. To provide better guest satisfaction and ensure their security, steps were taken to up-grade the televisions sets, gymnasium facilities, kitchen arrangements and install the round the clock monitoring CCTV. Your Directors have a positive view on achieving sustainable and a balance profitable growth in future and have taken a cautious approach on the new properties launched, product up-dation and expansion in domestic market.

COMPLIANCE WITH NOTIFICATION NO. S.O. 301(E) DATED 8th FEBRUARY, 2011 ISSUED BY THE MINISTRY OF

CORPORATE AFFAIRS UNDER SECTION 211(3) OF THE COMPANIES ACT, 1956

Since Central Government had issued a notification No. S.O. 301 (E) dated 8th February, 2011 in exercise of the powers conferred by Section 211(3) of the Companies Act, 1956 granting general exemption to some specified class of companies, including hotel companies, from disclosing certain information in their profit and loss account as required under Part-II of Schedule VI of the Companies Act, 1956 subject to fulfillment of few conditions, your Company has duly complied with all conditions of the notification to seek general exemption under Section 211(4) of the Companies Act, 1956, paras 3(i)(a) and 3(ii)(d) of Part II of Schedule VI of the Companies Act, 1956 dealing with the disclosure of quantitative details of turnover of each class of goods, opening and closing stock, purchases, production and consumption of raw material in the financial statements for the financial year ended 31st March, 2011. Your Board has passed necessary resolution to comply with one of the conditions of the notification for the same.

SUBSIDIARY COMPANIES

Presently, the Company has two subsidiaries namely GJS Hotels Limited and Regency Convention Centre and Hotels Limited.

During the year under review, GJS Hotels Limited has become a material non-listed Indian subsidiary company of your Company in pursuance of Clause 49 (III) of its Listing Agreements with the Stock Exchanges and accordingly the Company has complied with other relevant provisions of the Listing Agreement.

The Registered Offices of the two subsidiaries of your Company, namely GJS Hotels Limited and Regency Convention Centre and Hotels Limited respectively were also shifted from the NCT of Delhi to the State of West Bengal.

As required under the Listing Agreement with the Stock Exchanges and in accordance with the Accounting Standard (AS-21), Consolidated Financial Statement being prepared by the Company includes financial information of its subsidiaries.

In accordance with the provisions laid down in Section 212 of the Companies Act, 1956, the Company is required to attach the Annual Accounts of the subsidiaries to its Annual Accounts and accordingly the Annual Accounts of the subsidiaries together with respective Auditors' Report and Directors' Report thereon form part of this Annual Report.

Considering the convenience and easy reference to Annual Accounts of the Company along with its subsidiaries by the members of the Company, the Company has decided not to avail of the General Circular Nos: 2/2011 and 3/2011 dated 8th February, 2011 and 21st February, 2011 respectively issued by the Ministry of Corporate Affairs, Government of India giving general exemption to the companies under Section 212(8) of the Companies Act, 1956.

AUDITORS & AUDITORS' REPORT

M/s S.S. Kothari Mehta & Co., Chartered Accountants, Kolkata, the present auditors of the Company, retires at the forthcoming Annual General Meeting and is eligible for re-appointment as auditors. Members are requested to re-appoint them and fix their remuneration. The Company has received confirmation from the firm to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and they are not disqualified for reappointment within the meaning of Section 226 of the said Act. The Audit Committee of the Board has recommended their re-appointment.

Directors clarification/explanations/comments under Section 217(3) of the Companies Act, 1956 for observation and comments referred in the Clause 4(V) of the Auditors' Report including Auditors' Report on Consolidated Financial Statements read with Note 2 in Schedule 16 of the Notes forming the Accounts are as under:

Observation of the Auditors:

No provision for impairment has been made in respect of the investment made by the Company in its subsidiary namely Regency Convention Centre and Hotels Limited.

Our Explanation:

Regency Convention Centre and Hotels Limited (RCC) is in possession of two opinions given by the highest legal authorities which, inter-alia, states that RCC has fair chance of winning the legal disputes with the Airport Authority of India (AAI). In view of this, your Board is hopeful about the outcome of the Suit, pending before the Hon'ble High Court of Bombay, involving RCC as plaintiff and accordingly your Company has not made any provision for impairment in the value of investment made in RCC.

During the year under review, Internal Audit of the Company has been carried out by M/s. KSMN & Company, Chartered Accountants, Kolkata. Their findings have been satisfactory.

Further, Secretarial Audit has been carried by a firm of Company Secretaries. The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing Agreements with the Stock Exchanges, Securities Contracts (Regulation) Act, 1956 and all the Regulations and Guidelines of SEBI as applicable to the Company, including the SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations, 1997 and the SEBI (Prohibitions of Insider Trading) Regulations, 1992.

BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mr. S. S. Bhandari retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

The Director appointed alternate to Mr.R.S. Jhawar on 30th April, 2011, resigned from the Board w.e.f. 2nd May, 2011. The Board placed on record its appreciation for the services rendered by the outgoing Director during his tenure.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

Pursuant to Section 217(2AA) of the Companies Act, 1956 your Directors confirm as under:

Ã that in the preparation of annual accounts for the year ended 31st March, 2011, the applicable Accounting Standards have been followed along with proper explanation relating to materials departures, if any;

Ã that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and pursuant so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and of the profit of the Company for the financial year;

Ã that the Director have 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; and

Ã that the Directors have prepared the annual accounts on a going concern basis.

Ã the significant accounting policies followed by the Company, and the disclosures and details in the Schedules to the Accounts.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules ,1988, pertaining to conser vation of energy, technology absorption, and foreign exchange earnings and outgo, to the extent possible in the opinion of your Directors, is annexed hereto being Annexure A and forming part of this Report.

The Company's earnings and outgo in foreign exchange for the year under review were Rs.3097.10 lacs /Rs. 510.52 lacs respectively.

PARTICULARS OF EMPLOYEES

As required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended, particulars of the employees concerned are given in the Annexure B which is attached hereto and forms part of the Directors' Report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance and Compliance Certificate on Corporate Governance and Management Discussion and Analysis Report are annexed to this Report.

GROUP FOR INTER-SE TRANSFER OF SHARES

As required under Regulation 3(1)(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, persons constituting Group as defined in the Monopolies and Restrictive Trade Practices Act, 1969, for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations comprises are Saraf Industries Limited and Forex Finance Private Limited.

CORPORATE SOCIAL RESPONSIBILITY

The Company is associated with various charitable, social, religious and philanthropic activities and thereby playing a pro-active role in the socio- economic growth.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation towards all associates including customers, the Government of India, Government of West Bengal, Government Agencies, Hyatt International Corporation, U.S.A., Bankers, Suppliers, Shareholders, Employees and others who have reposed their confidence in the Company.

For and on behalf of the Board

Place: Kolkata UMESH SARAF S S BHANDARI

Date: 28th May, 2011 Joint Managing Director Director

Mar 31, 2010

The Director have pleasure in presenting their 3rd Annual Report on the business and operation of the Company together with the audited accounts of the Company for the period of nine-month ended 31st March, 2010.

EFFECTIVENESS OF THE SCHEME OF ARRANGEMENT AND DE-MERGER

Your Directors are pleased to inform you that during the period under review, the Scheme of Arrangement and De-merger (the Scheme) amongst Asian Hotels Limited (as Transferor Company) and its shareholders and creditors; Chillwinds Hotels Limited (as Transferee Company-I) and its shareholders; and Vardhman Hotels Limited, now known as Asian Hotels (East) Limited (as Transferee Company-II) and its shareholders (the Scheme) in pursuance of Sections 391-394 of the Companies Act,1956 was approved by the Honble High Court of Delhi at New Delhi vide its order dated 13th January,2010 and became effective on 11th February,2010 subsequent to filing of the Court Order with the Registrar of Companies, NCT of Delhi and Haryana w.e.f. 1st November, 2009.

Accordingly, in terms of the Scheme, Hyatt Regency Kolkata, a part of the Kolkata Undertaking as defined in the Scheme, has been transferred, de- Ã merged and vested in your Company upon the Scheme becoming effective with effect from 1st November, 2009. Further in terms of the Scheme, on allotment of the equity shares of the Company to the members of erstwhile Asian Hotels Limited, the existing shareholding of Asian Hotels Limited in the Company stood cancelled and the Company ceased to be a subsidiary of Asian Hotels Limited and became an independent entity and also in view of effectiveness of the Scheme and as parts of the Kolkata Undertaking as defined in the Scheme, companies namely COS Hotels Limited and Regency Convention Centre & Hotels Limited have become subsidiaries of your Company.

Subsequent to the effectiveness of the Scheme, the name of the Company was changed from Vardhman Hotels Limited to Asian Hotels (East) Limited with effect from 16th February, 2010.

FINANCIAL YEAR

The current financial year of the Company was changed to a period of nine months beginning from 1st July, 2009 and ending on 31st March, 2010. Previous financial year of the Company was for a period of fifteen months beginning from 1st April, 2008 and ending on 30th June, 2009.

FINANCIAL RESULTS

2009-10 (Nine-month period)

Particulars (Rs.)

Sales Turnover (Net) 45,29,24,338

Profit Before Interest & Depreciation etc. 21,79,98,180

Interest -

Depreciation 2,81,97,646

Profit Before Tax 18,98,00,534

Provision for Taxation (Net) 4,69,60,256

Net Profit 14,28,40,278

Surplus Brought Forward 92,69,31,084

Profit Available for Appropriation 106,97,71,362

Transfer to general Reserve 1,42,84,028

Dividend on preference Shares 6,158

Dividend, proposed/Paid-up-Equity 3,42,05,346

Dividend Distribution Tax 58,14,245

Surplus Carried Forward 1,01,54,61,585

Earning per share (Rupees) 22.65 In the period under review, the Companys standalone gross sales were Rs.45.29 crores. The profit before interest, depreciation and taxes was Rs.21.80 crores for the period under review. During nine-month period under review, the Company posted profit after tax of Rs.14.28 crores. The consolidated profit before providing for interest, depreciation and taxes was Rs.22.48 crores for the period under review. The Company has made a consolidated profit after tax of Rs. 14.74 crores during the period under review.

DIVIDEND

Preference Shares

The Company has paid dividend @ 1% on 1,00,000 Non-Convertible Redeemable Preference Shares of the face value of Rs.10/- each (NCPS) for the period from 1st September, 2009 to 31st March, 2010 to the NCPS holders at the time of fully redemption of the said NCPS.

Further, your Board of Directors has recommended a dividend @ 1% on the 27,780 Fully Convertible Preference Shares of the face value of Rs.10/- each (FCPS) to be paid as final dividend for the five-month period ended from 1st November, 2001 to 31st March, 2010 after approval of the members at the ensuing annual general meeting.

Equity Shares

Your Board of Directors is pleased to recommend a dividend of 30% or Rs. 3.00 per equity share for the period ended 31st March, 2010.

BUSINESS OVEREVIEW

In the financial year ended 2009-10, the Indian hotels industry has had to cope with significant contraction because of the aftermath of events like the 26/11, global slowdown, terrorist activities, H1N1 pandemic and travel advisories which only added to the impact of the downturn. As is well known, the Tourism industry also bore the burnt of the global economic crisis resulting in depressed occupancies, Average Room Rates and therefore turnover and profitability. To combat the drop in revenue due to the global events, stringent cost control measures with no compromise in quality were implemented.

Despite the above, the performance of the Company has been satisfactory. The guest satisfaction scores at our hotel reflect that despite the measures, the quality of our hospitality services continues to be at world class levels. Your Directors have a positive view on achieving sustainable and a balance profitable growth in future and have taken a cautious approach on the new properties launched, product up-dation and expansion in domestic market. Hyatt Regency Kolkata was transferred, demerged and vested with the Company after the Scheme of Arrangement and Demerger became effective on 11th February, 2010 with effect from 1st November, 2009 and this 9 month-period under review was the first accounting period of the Company after effectiveness of the Scheme of Arrangement and Demerger and hence there are no corresponding figures of the previous year.

SHARE CAPITAL

Your Company has made the following issues, allotments and redemption in pursuance of the Scheme of Arrangement and Demerger during the period under review.

i) Issuance and allotment of 1,14,01,782 equity shares of Rs. 10/- each fully paid up.

ii) Issuance and allotment of 1,00,000 1% Non-convertible Redeemable Preference Shares (NCPS) of Rs. 10/- each fully paid up.

iii) Issuance and allotment of 27,780 1% Fully Convertible Preference Shares (FCPS) of Rs. 10/- each fully paid up.

iv) Redemption in full of 1,00,000 1% Non-convertible Redeemable Preference Shares (NCPS) of Rs. 10/- each fully paid up on 30* June, 2010.

As a result of the above issuance, allotments and redemption, the number of outstanding shares of the Company as on the date of this Report consists of 1,14,01,782 equity shares of Rs. 10/- each fully paid up and 27,780 1% Fully Convertible Preference Shares (NCPS) of Rs. 10/- each fully paid up respectively.

Equity shares of the Company so issued shall be listed and admitted for trading on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE).

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Companys earnings and outgo in foreign exchange for the nine-month period under review were Rs. 15.35 crores/Rs. 3.14 crores respectively.

PASSING OF RESOLUTIONS THROUGH POSTAL BALLOT FOR SHIFTING OF REGISTERED OFFICE OF THE COMPANY

Pursuant to Section 192A of the Companies Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot) Rules 2001, approval of the Members were sought for passing of the Special Resolution through Postal Ballot under Sections 17 and 146(2) of the Companies Act, 1956 for shifting of its Registered Office from the National Capital Territory of Delhi to the State Bengal. The Scrutiniser Ms Pooja Bhatia, Practicing Company Secretary submitted her Report on 14th June, 2010 to the Chairman of the Company. The Special Resolution was approved by the Members of the Company with requisite majority and accordingly the same was passed on 15th June, 2010. The result of the approval of the Members of the above resolution was announced on 15th June, 2010. The Petition for confirming alteration in Memorandum of Association of the Company as to change of place of the Companys Registered Office has been filed before the Company Law Board, Northern Region Bench at New Delhi on 22nd July, 2010 and your Board is confident that the necessary Order of the Company Law Board under Section 17 of the Companies Act, 1956 would be obtained in time so as to allow the Company to hold its forthcoming Annual General Meeting at its Registered Office in the State of West Bengal.

ACQUISITION OF PREFERENCE SHARES

Pursuant to the provisions of Section 372A and other applicable provisions, if any, of the Companies Act, 1956, the Company had invested funds of Rs. 61.54 crores to acquire 43,00,000 12% Cumulative Redeemable Preference Shares of Rs.100/- each held by J P Morgan Advisors India Private Limited in Robust Hotels Private Limited, a company promoted by Saraf Group. Your Board considered it to be prudent to make the investment in view of its potential return and the business opportunity of Hyatt Regency Chennai, a 5 Star Deluxe Hotel being owned & opened by Robust Hotels Private Limited.

APPLICATION TO THE CENTRAL GOVERNMENT

In terms of Section 211(4) of the Companies Act, 1956 necessary application has been made to the Central Government to seek exemption from paras 3(i)(a) and 3(ii)(d) of Part II of Schedule VI of the Companies Act, 1956 dealing with the disclosure of quantitative details of turnover of each class of goods, opening and closing stock, purchases, production and consumption of raw material in the financial statements for a period of 3 years for the Financial Years ending 31st March, 2010, 31st March, 2011 and 31st March, 2012 at a stretch. Approval of the Central Government is pending and is likely to be received soon.

SUBSIDARY COMPANIES

Presently, the Company has two subsidiaries namely GJS Hotels Limited and Regency Convention Centre and Hotels Limited.

The statement pursuant to Section 212 of the Companies Act, 1956 containing details of subsidiaries of the Company forms part of Annual Report and also in terms of the provision of the above section, the audited Annual accounts, for the relevant financial year/period, of the Companys subsidiaries namely GJS Hotels Limited and Regency Convention Centre and Hotels Limited along with their respective Auditors Report and Directors Report thereon, are annexed and form part of this Annual Report.

During the period under review, GJS Hotels Limited had issued 27,91,000 equity shares of Rs.10/- each at a premium of Rs.205/- per share i.e., at a issue price of Rs.215/- per share aggregating to about Rs. 60.00 crores to the Company, the holding company to facilitate the trifurcation of Asian Hotels Limited, erstwhile holding company.

AUDITORS & AUDITORS REPORT

M/s S.S. Kothari Mehta & Co., Chartered Accountants, Kolkata, the present auditors of the Company, retire at the forthcoming Annual General Meeting and are eligible for re-appointment as auditors. Members are requested to re-appoint them and fix their remuneration.

During the period under review, Internal Audit of the Company has been carried out by a firm of Chartered Accountants.

The notes on accounts referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments.

BOARD OF DIRECTORS

Mr. Umesh Saraf assumed the charge of the post of Managing Director, Asian Hotels (East) Limited with effect from 22nd February, 2010. Subsequently, the Board at its Meeting held on 4th August, 2010 has re-designated him as the Joint Managing Director of the Company. The Board extends a warm welcome to Mr. Umesh Saraf on assumption of post of Joint Managing Director.

Mr. Arun K Saraf assumed the charge of the post of Joint Managing Director, Asian Hotels (East) Limited with effect from 4th August, 2010. The Board extends a warm welcome to Mr. Arun K Saraf on assumption of post of Joint Managing Director.

Mr. R. S. Saraf is retiring by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

Mr. S S Bhandari, Mr. Padam Kumar Khaitan and Mr. R S Jhawar were appointed as Additional Directors with effect from 22nd February, 2010 and their candidature for appointment as a director in the ensuing Annual General Meeting of the Company, has been proposed by some members of the Company.

Mr. Sushil Gupta and Mr. Shiv Jatia resigned from the directorship with effect from 11th February, 2010. The Board wishes to place on record its appreciation for the contributions made by Mr. Gupta and Mr. Jatia during their tenure as Directors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT,1956

Pursuant to Section 217(2AA) of the Act, your Directors confirm as under:

- that in the preparation of annual accounts for the period ended 31st March, 2010, the applicable Accounting Standards have been followed along with proper explanation relating to materials departures, if any;

- that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and pursuant so as to give a true and fair view of the state of affairs of the Company at the end of the financial period under review and of the profit of the Company for the period;

- that the Director have 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; and

- that the Directors have prepared the annual accounts on a going concern basis.

- the significant accounting policies followed by the Company, and the disclosures and detailed in the Schedules to the Accounts.

INFORMATION REGARDING CONSERVATION OF ENERGY ETC.

The information required pursuant to Section 217(l)(e) of the Act, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules ,1988, pertaining to conservation of energy, technology absorption, and foreign exchange earnings and outgo, to the extent possible in the opinion of your Directors, is annexed hereto and forming part of this Report.

PARTICULARS OF EMPLOYEES

As required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rulesl975, particulars of the employees concerned are annexed hereto and forms part of the Directors Report.

LISTING OF EQUITY SHARES

Your Company has already obtained listing approval from BSE and NSE for listing of its equity shares. Your Board is confident that the equity shares of the Company would be admitted to dealing on both the Stock Exchanges by the time this Annual Report reaches you.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report, Report on Corporate Governance and Compliance Certificate on Corporate Governance are annexed to this Report.

GROUP FOR INTER-SE TRANSFER OF SHARES

As required under Regulation 3(l)(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (the Regulations), persons constituting Group as defined in the Monopolies and Restrictive Trade Practices Act, 1969, for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of the aforesaid Regulations comprises: Saraf Industries Limited, Forex Finance Private Limited, Mr. Radhe Shyam Saraf, Mr. Arun K Saraf and Mr. Umesh Saraf.

CORPORATE SOCIAL RESPONSIBILITY

The Company is associated with various charitable, social, religious and philanthropic activities and thereby playing a pro-active role in the socio- economic growth.

ACKNOWLDGEMENT

Your Directors wish to place on record their appreciation towards all associates including customers, the Government of India, Government of West Bengal, Government Agencies, Hyatt Group, Bankers, Suppliers, Shareholders, Employees and others who have reposed their confidence in the Company.

For and on behalf of the Board

Place: Kolkata

Date : 4th August, 2010

(Radhe Shyam Saraf) Chairman

Jun 30, 2009

The Directors are pleased to submit their 28th Report together with the Audited Accounts for the extended period of eighteen-month ended 30th September, 2009, for which requisite approvals were taken from the competent authority.

FINANCIAL RESULTS (Rupees in Crores)

2008-09 2007-08

(Eighteen-mo nth period) (Twelve- mo nth period)

Sales Turnover (Net) 641.53 513.52

Profit Before Interest & Deprecia tion etc. 224.48 248.58

Interest 29.49 21.37

Depreciation 41.35 24.63

Prior Year Adjustments (0.21) 0.51

Profit Before Tax 153.85 202.07

Provision for Taxation (Net) 59.66 70.04

Net Profit 94.19 132.03

Surplus Brought Forward 238.59 118.92

Profit Available for Appropriation 332.78 250.95

Transfer to Capital Redemption Reserve

for NCPS - redeemed / redeemable 41.24 -

Transfer to General Reserve 7.10 9.52

Dividend - Preference Shares 0.22 0.15

Dividend, Proposed/Paid - Equity 2.28 2.28

Dividend Distribution Tax 0.43 0.41

Surplus Carried Forward 281.51 238.59

Earning per share (Rupees) 41.19 57.82

The period under review was a difficult year for the hospitality sector because of global economic downturn and the sad and unfortunate events, which happened in Mumbai on 26th November, 2008. The occupancy levels through out the country, especially in metros, came down drastically affecting the average room rates and the profitability.

In the above backdrop, the Net Sales Turnover for the twelve-month period ended 31st March, 2009, was Rs. 459.12 crores as compared to Rs. 513.53 crores for the same period in the prior year which registered a decline of 10.6% over the previous financial year. Consequently, comparative figures of Net Profit for the twelve-month period ended 31st March, 2009, were Rs. 81.66 crores as compared to Rs. 132.03 crores in the previous year. The recent trends are encouraging and the Board is of the view that the business sentiments would yield better results.

DIVIDEND

Your Directors are pleased to inform that dividend on 1% Cumulative Redeemable Non-convertible Preference Shares of the face value of Rs. 10/- each (NCPS) has been paid/provided for, for the period under review.

Your Directors while approving the accounts in their meeting held on 25th November, 2009, were pleased to recommend, subject to your approval, a final dividend of Re. 1/- per share aggregating to Rs. 2,28,03,564/- on the total then paid up equity capital of the Company, comprising of 22803564 equity shares of Rs. 10/- each as were outstanding as on that date. However, post effectiveness of the Scheme (as detailed under the head "RESTRUCTURING THE COMPANY") the proposed dividend aggregating to Rs. 2,28,03,564/-, if approved by the shareholders, shall be distributed @ Rs. 2/- per share on the reconstructed equity share capital comprising of only 11401782 equity shares of Rs. 10/- each.

FOREIGN EXCHANGE RECEIPTS

The Companys earnings in foreign exchange for the eighteen-month period under review were Rs. 425.76 crores as against Rs. 338.25 crores during the previous year.

SUBSIDIARY COMPANIES

During the period under review, your Company acquired additional interest in Regency Convention Centre and Hotels Limited (RCC), an erstwhile associate company, thus making it a subsidiary. The Companys stake in RCC as at 30th September, 2009 was 58.99%.

Statement pursuant to Section 212 of the Companies Act, 1956 (the Act), detailing the Companys interest in the subsidiaries and other requisite information, is annexed and forms part of the Annual Report. Further, as required under the said Section, the audited Annual Accounts, for the relevant financial years, of the Companys subsidiaries namely GJS Hotels Limited (GJS), Chillwinds Hotels Limited, Vardhman Hotels Limited, Aria Hotels and Consultancy Services Private Limited (Aria) and RCC along with their respective Auditors Report and Directors Report thereon, are annexed and form part of the Annual Report.

During the period under review, Aria has secured allotment of a parcel of land admeasuring 4.55 acres from Delhi International Airport Private Limited (DIAL) for a hotel project.

RESTRUCTURING THE COMPANY

Your Directors are pleased to inform that subsequent to obtaining equity shareholders approval in the Court convened meeting held on 11th December, 2009, the amended Scheme of Arrangement and De-merger between Asian Hotels Limited (as Transferor Company) and its shareholders and creditors; Chillwinds Hotels Limited (as Transferee Company-I) and its shareholders; and Vardhman Hotels Limited (as Transferee Company- II) and its shareholders (the Scheme) in pursuance of Sections 391-394 of the Companies Act, 1956 (the Act), has been approved by the Honble High Court of Delhi at New Delhi vide Order dated 13th January, 2010, and has also become effective on 11th February, 2010, subsequent to filing of the Courts Order with the Registrar of Companies, NCT of Delhi and Haryana.

Accordingly in terms of the Scheme, the Mumbai Undertaking and Kolkata Undertaking have been transferred to and vested in Chillwinds Hotels Limited and Vardhman Hotels Limited respectively, such transfer taking effect as on the "Appointed Date" i.e. 31 st October, 2009. Your Company shall continue to retain the Delhi Undertaking comprising primarily of Hyatt Regency Delhi.

Subsidiaries namely GJS and RCC form part of the Kolkata Undertaking while Aria forms parts of the Mumbai Undertaking. Thus at present, after the effectiveness of the Scheme, the Company has no subsidiary.

BOOK CLOSURE AND ENTITLEMENT TO FRESH SHARES

Post-effectiveness of the Scheme, the reconstructed equity paid-up capital of the Company comprise of 1,14,01,782 equity shares of Rs. 10/- each. Your Directors have fixed the Book Closure Dates beginning Friday, the 26th February, 2010 till Friday, the 19th March, 2010 inclusive of both days, for the purpose of ascertaining the shareholders entitled to receive fresh shares of the Company and Transferee Company-I and Transferee Company-ll. The said dates shall also serve the purpose of ascertaining the entitlements to receive the proposed dividend.

ISSUE / REDEMPTION OF CAPITAL

Subsequent to the Balance Sheet date, in terms of the Scheme, 6314815 1% Fully Convertible Preference Shares of Rs. 10/- each (FCPS) at a premium of Rs. 530/- per FCPS for an aggregate amount of Rs. 341,00,00,100/- were allotted, taking effect from the Appointed Date to Fineline Holdings Limited, a foreign corporate body wholly owned by the Jatia group; and to UDT Enterprises Pty. Ltd., Australia (UDT), nominee of Global Operations Re Ltd., Singapore. UDT is an independent equity investor and is not promoter or person acting in concert with the promoters, directly or indirectly.

During the period under review, 1 crore 1% Non-Convertible Preference Shares of Rs. 10/- each (NCPS) out of 2 crore NCPS issued earlier to Infrastructure Development Finance Company Limited (IDFC) and Magus Estates and Hotels Limited (Magus) were duly redeemed in two tranches, as per the terms of redemption.

FUTURE PROSPECTS

The restructuring of the Company is ultimately expected to result in enhancement of the shareholder value as the trifurcation would lead to operational efficiencies and synergies, and enable each of the promoter groups to vigorously pursue growth and acquisition opportunities for their respective undertakings.

AUDITORS

M/s. Mohinder Puri & Company, Chartered Accountants, New Delhi the present auditors of the Company, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. They have certified that their appointment, if made, will be in accordance with the limits specified under Section 224 (1B) of the Act. The Audit Committee of the Company has recommended their re-appointment.

INTERNAL AUDIT

M/s. S.S. Kothari Mehta & Co., Chartered Accountants, New Delhi acting as the internal auditors, have been conducting periodic audit of the operations of the Company, and the Audit Committee has regularly reviewed their findings.

DIRECTORS

Mr. Adarsh Jatia was appointed as an Additional Director on 10th February, 2010, who holds office up to the date of the ensuing Annual General Meeting. The Company has received a notice under Section 257 of the Act proposing his candidature for the office of director.

Mr. R. K. Jatia resigned from the directorship of the Company effective close of business hours of 10th February, 2010. Mr. R. K. Bhargava, Mr. Lalit Bhasin, Mr. S. K. Chhibber, Mr. S. S. Bhandari, Mr. Sushil Gupta, Mr. Sudhir Gupta, Mr. R. S. Saraf and Mr. Umesh Saraf resigned immediately after the conclusion of the Board meeting held on 11th February, 2010, taking note of the effectiveness of the Scheme.

Mr. Lalit Bhasin, Mr. Dinesh C. Kothari and Mr. Gautam R. Divan were appointed as Additional Directors on 12th February, 2010, who hold office up to the date of the ensuing Annual General Meeting. The Company has received notices under Section 257 of the Act proposing their candidature for the office of director.

Mr. Ramesh Jatia retires by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

Pursuant to Section 217 (2AA) of the Act, your Directors confirm as under:

that in the preparation of annual accounts for the period ended 30th September, 2009, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period under review and of the profit of the Company for that period;

that the Directors have 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; and

- that the Directors have prepared the annual accounts on a going concern basis.

The significant accounting policies followed by the Company, and the required disclosures are detailed in the Schedules to the Accounts.

INFORMATION REGARDING CONSERVATION OF ENERGY ETC.

The information required pursuant to Section 217(1)(e) of the Act, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of

Board of Directors) Rules, 1988, pertaining to the conservation of energy, technology absorption, and foreign exchange earnings and outgo, to the extent possible in the opinion of your Directors, and forming part of this Report, is given in Annexure A.

PARTICULARS OF EMPLOYEES

The information pursuant to Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, and forming part of this Report, is given in Annexure B.

LISTING

Your Companys equity shares are presently listed with BSE and NSE.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Report on Corporate Governance, together with Auditors Certificate thereon, are annexed to this Report as Annexure C and D respectively.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report is given below:

Industry Structure, Development & Outlook

The hospitality sector as a whole was affected drastically due to global meltdown and the Mumbai terror attack, which adversely impacted the occupancy levels and ARR during the period.

Opportunities, Threats, Risks and Concerns

Looking beyond the current crisis, Indian Economy has strong fundamentals and is hopeful to grow at a steady pace, ensuring increased flow of business visitors. Hence, the outlook for the hospitality industry looks quite positive.

The existing infrastructure in the country needs further improvement to support the requirements of the economy expecting development at a faster pace; upcoming events like the Commonwealth Games and to cater to increasing number of foreign tourists.

Review of Operational and Financial performance

The Company has achieved an aggregate turnover of Rs.641.54 crores for the eighteen-month period ended 30th September, 2009. The turnover in the previous year (12 months) was Rs. 513.52 crores.

Profit after taxes for the period under review was Rs. 94.19 crores, compared with previous year profit amounting to Rs 132.03 crores.

Segment wise performance

During the period under review, your Company was primarily operating an integrated hotel business at three different locations viz. Delhi, Mumbai and Kolkata. Other business segment being pursued by the Company namely, power generation is governed by a different set of risks and returns. In this segment, the Company has two Wind Turbine Generators (WTGs), but the assets as well as revenues generated were not significant enough for reporting.

Internal Control Systems and their adequacy

The Company has standard operating procedures for each operational area. It has in place adequate reporting systems in respect of financial performance, operational efficiencies and reporting with respect to compliance of various statutory and regulatory matters. M/s. S.S. Kothari Mehta & Company, Chartered Accountants, had regularly conducted exhaustive internal audits pertaining to all operational areas and their reports were periodically placed before the Audit Committee for its review and recommendations.

The Company has in place adequate internal controls and systems.

Human Resources and Industrial Relations

The success of any organization depends largely on its human resources, its management and good industrial relations. Your Company has always viewed human resource development as a critical activity for achieving its business goals.

The Company enjoys harmonious relationship with its employees. The employee strength of the Company, as on 30th September, 2009 was 1477.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude to the Companys valued customers, the Government of India, respective State Governments of Delhi, Maharashtra and West Bengal, and the Financial Institutions and Banks for their continued support and confidence in the Company.

Your Directors also place on record their sincere gratitude to Hyatt International Asia-Pacific Limited for their co-operation and guidance.

Your Directors also commend the sincere efforts put in by the employees at all levels for the growth of the Company.

For and on behalf of the Board

Place : New Delhi Shiv Jatia

Dated : 15th February, 2010 Chairman and Managing Director

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