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Directors Report of Asian Hotels (West) Ltd.

Mar 31, 2015

To the Members,

The Directors have pleasure in presenting their 8th Annual Report and Audited Accounts for the Financial Year ended on 31st March, 2015 (i.e. for the period commencing from 1st April, 2014 to 31st March, 2015).

OBJECTS, OPERATIONS AND FINANCIAL RESULTS

A summarized position of the revenue, profits, taxation, dividend pay-out and earning per share for the year under review, on standalone basis, is given below:

(Rupees in Crores) Particulars 2014-15 2013-14

Total Revenue 136.30 130.11

Profit Before Tax (3.22) (2.37)

Provision for Taxation

- Current Tax 0.30 1.39

- Earlier year Tax - 4.16

- Deferred Tax Charge (Credit) (1.38) 8.4

Profit After Tax (2.13) (5.02)

Transfer to General Reserve - -

Proposed Dividend on Equity Shares 1.14 1.72

Corporate Dividend Tax 0.23 0.29

Earnings Per Share -Basic (Rupees) (1.86) (4.39)

Earnings Per Share - Diluted (Rupees) (1.86) (4.39)

FUTURE PROSPECTS

With the growth in the economy and steps taken by the present Government for promoting the tourism (such as E-Visa/Visa on arrival, etc) the Company aims to do better both in terms of profitability in the times to come and Company is focusing on retaining market share in highly competitive Hotel Market around Hyatt Regency, Mumbai and J. W. Marriott at New Delhi Aerocity, Hospitality District, Near IGI Airport, developed under its subsidiary M/s Aria Hotels and Consultancy Services Private Limited.

Company is also look out for sites having growth potential in metropolitan cities and tourist destinations.

DIVIDEND

The Board has recommended for approval of shareholders, a dividend of 10% (amounting to Rs. 1/- per Share) (Previous period dividend @ 15%) for the Financial Year ended 31st March, 2015 to be paid on 1,14,58,303 Equity Shares of the Company aggregating a distribution of Rs.1.14 Crores (Previous period year Rs. 1.72 Crores).

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company's Subsidiary - Aria Hotels & Consultancy Services Pvt. Ltd. (in Form AOC-1) is attached to the financial statements.

Shareholders interested in obtaining copies of the audited annual accounts of Subsidiary Company may write to the Company Secretary. SUBSIDIARY COMPANY - Aria Hotels and Consultancy Services Private Limited (Aria)

The Company's 523 rooms 5-Star deluxe hotel under the brand J. W. Marriott at New Delhi Aerocity, Hospitality District, Near IGI Airport, New Delhi, which commenced operations in October 2013 is fully operational after receiving all the necessary clearances. The hotel is being received well by the customers with better occupancy levels and it has made a mark through its unique food and beverage operations.

DEBT

During the last financial year Company has entered into arrangement with Kotak Mahindra Bank Limited & Kotak Mahindra Prime Limited (collective referred to as Kotak Group) for re-scheduling its entire banking facilities with Kotak Group and the total limit with Kotak Group is Rs 177.10 Crore. The outstanding debt as on 31st March 2015 is Rs. 165.15 Crore.

The above borrowings are within the powers of the Board of Directors of the Company approved by the shareholders of the Company. DIRECTORS' & KEY MANAGERIAL PERSONNEL

In accordance with the requirement of the Companies Act, 2013 and pursuant to the Articles of Association Two of your Directors Viz. Mr. Sudhir Chamanlal Gupta & Mr. Sandeep Gupta retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

During the period under review Mrs. Meeta Makhan was appointed as an Additional Director of the Company effective from 27th March, 2015 pursuant to provisions of the Articles of Association of the Company and Section 161 of the Companies Act, 2013. Mrs. Meeta Makhan holds office upto the date of the ensuing AGM. In terms of Section 149 and other applicable provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Mrs. Meeta Makhan being eligible has offered herself for appointment as an Independent Director for five (5) consecutive years for a term upto 31st March, 2020. In the opinion of the Board, Mrs. Meeta Makhan fulfills the conditions specified in the Company Act, 2013 and rules made thereunder for the appointment as Independent Director of the Company and is independent of the management and the Company has also received declaration from Mrs. Makhan that she meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement. The Board of Directors of the Company has recommended her appointment for period of five years and necessary resolution for her reappointment as Independent Director is placed before the shareholders at 8th AGM.

Brief details of aforesaid Directors, nature of their expertise, names of Companies in which they hold directorship and the membership of committees, etc is enclosed as Annexure D to this report.

Mr. Srikrishan Chhibber (DIN 00019276) Independent Director of the Company has resigned from the Board w.e.f. 8th August, 2014 because of indifferent health. The Company appreciates his immense contribution in the growth of the Company.

During the period under review at the Board Meeting held on May 28, 2014, Mr. Rakesh Kumar Aggarwal was appointed as the Group Chief Financial Officer of the Company pursuant to provisions of the of the Companies Act, 2013 read with the Rules made thereunder.

PARTICULARS OF EMPLOYEES & RELATED DISCLOSURE

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure E to this report.

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 are provided in the Annexure F to this report.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance for the Financial Year 2014-15, Management Discussions and Analysis Report together with Practicing Company Secretary Certificate on Corporate Governance are enclosed as Annexure A, B and C respectively to this report.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, which is applicable from 15th May, 2015. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

COMPLIANCE UNDER COMPANIES ACT, 2013

Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, your Company complied with the compliance requirements and the detail of compliances under Companies Act, 2013 are enumerated below:

- Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is attached as Annexure G to this report.

- Board Meetings held during the Year

During the year, 5 meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is attached as Annexure A to this Report.

- Directors' Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134 (5) of the Companies Act, 2013:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

- Declaration from Independent Directors

The Company has received necessary declaration from each Independent Director of the Company under Section 149 (7) of the Companies Act, 2013 stating that they meet criteria of Independence as laid down in Section 149 (6) of the Companies Act, 2013

- Nomination & Remuneration Policy of the Company and Criteria of determination u/s 178 of the Companies Act, 2013

The Nomination & Remuneration policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters provided under Section 178 (3) of the Companies Act, 2013 has been provided in the Corporate Governance Report and Annexure F to this report.

- Auditors & Auditors' Report

M/s S. S. Kothari Mehta & Co., Chartered Accountants, were appointed in compliance with provisions of the Companies Act, 2013 read with the rules made thereunder in the 7th AGM of the Company for period of 3 years upto conclusion of 10th AGM of the Company, subject to ratification of their appointment at every AGM.

Accordingly, necessary resolution is being proposed before the shareholders for their ratification/re-appointment as statutory auditors of the Company at 8th AGM.

The Auditors' Report is unqualified. The notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further clarifications under Section 134 of the Companies Act, 2013.

- Internal Audit

M/s KSMN & Co., Chartered Accountants, the internal auditors of the Company have conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly and their reports have been well received by the Audit Committee.

However the Board at its meeting held on 15th May, 2015, on recommendation of the Audit Committee of the Board of Directors of the Company, has approved the appointment of M/s Walker, Chandiok & Co. Chartered Accountants (Grant Thornton) as Internal Auditors of the Company in place of M/s KSMN & Co. for the Financial Year 2015-16.

- Secretarial Audit

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s D.S. Associates (CP No- 7347 & Membership No- A17697) to undertake the Secretarial Audit of the Company for the Financial Year ended 31st March, 2015. The Secretarial Audit Report (in Form MR-3) is attached as Annexure H to this Report.

The Secretarial Audit Report is unqualified and therefore do not call for any further clarifications / explanation under Section 134 of the Companies Act, 2013.

- Particulars of Loan, Guarantees or Investment under section 186 of the Companies Act, 2013

Details of loans, guarantees and investments made by the Company are given in Note 43 of the financial statements forming part of Annual Report.

- Related Party Transactions

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website at www.asianhotelswest.com/Policies.asp. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All transactions entered by the Company with Related Parties were in ordinary course of business and at Arms length basis. The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and Board of Directors.

There were no materially significant transactions with related parties during the Financial Year 2014-15 and none of the transactions with any of related parties were in conflict with the Company's interest. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable. Suitable disclosure as required under AS-18 have been made in Note 36 of the Notes to the Financial Statements.

- Material Changes and commitments affecting the Financial Position of the Company which have occurred between March 31, 2015 and August 7, 2015 (date of report)

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31,2015) and the date of the Report (August 7, 2015).

- Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

Information required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014

pertaining to the conservation of energy, technology absorption, foreign exchange earnings and outgo are to the extent possible, in the opinion of your Directors, is as under:

A) CONSERVATION OF ENERGY

S. Energy conservation measure taken during the year 2014-15 Impact

No. (savings in Lac Rs. per annum)

1 Replacement of Lobby ( AR 111) and back area tubelights (28 W ) with LED 15.00

Total savings 15.00

S. Additional Investment - proposal for the year 2015-16 Impact

No. (savings in Lac Rs. per annum)

1. Guest room lamp (MR 16) replacement with 7W LED lamps 16

B) TECHNOLOGY ABSORPTION

In the Opinion of the Board, the required particulars, pertaining to technology absorption in terms of Rule 8 (b) of the Companies (Account) Rules, 2014 are not applicable as hotels form part of the service industry and the Company does not have any significant manufacturing operations.

C) FOREIGN EXCHANGE EARNINGS

The Company has a strong commitment to international business and is continuously exploring avenues to increase its foreign exchange earnings.

- Risk Management Policy

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a risk management committee. The details of the committee and its terms of reference are set out in the Corporate Governance Report attached as Annexure A to this Report.

As part of the risk assessment and minimization procedures, the Company had identified certain risk areas with regard to the operations of the Company and initiated steps, wherever possible, for risk minimization. The Company's Board is conscious of the need to review the risk assessment and minimization procedures on regular intervals.

- Corporate Social Responsibility (CSR) Policy

As required under section 135 of the Companies Act, 2013 the company has formed a CSR committee during the financial year comprising Mr. Sudhir Chamanlal Gupta, Executive (Whole-time) Director of the Company, as the Chairman and Mr. Raj Kumar Bhargava & Mr. Surendra Singh Bhandari, Independent Directors of the Company, as other members. The said Committee has to ensure the compliance for formulating and recommending to the Board, the activities undertaken by the Company, monitored the implementation of the framework of the CSR Policy and recommended the amount to be spent on CSR activities.

During the year Company has contributed Rs.14,85,000/- (Rupees Fourteen Lac Eighty Five Thousand only) towards Corporate Social Responsibility (CSR). The committee met once during the financial year ended March 31,2015. The Report on CSR activities is attached as Annexure I to this Report.

- Board Evaluation & Independent Directors Meeting

Pursuant to the provisions of the section 134 (3) (p) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually including the Chairman as well as the evaluation of the working of its Committees.

During the year under review, the Independent Directors met on 27th March, 2015, inter alia, to discuss:

1. Evaluation of the performance of Non Independent Directors and the Board of Directors as a Whole;

2. Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non Executive Directors.

3. Evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties. All the independent Directors were present at the meeting.

The criteria for performance evaluation have been detailed in the Corporate Governance Report which is attached as Annexure A to this Report.

- Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

- Significant & Material orders passed by the Regulators

There has been no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future.

- Internal Control System and their Adequacy

The Company has standard operating procedures. 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. The internal auditors of the Company had regularly conducted exhaustive internal audits pertaining to all operational areas and their reports were placed before the Audit Committee for its review and recommendations.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

Brief details about the policy are provided in the Corporate Governance Report attached as Annexure A to this Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made thereunder, the Company (Hotel Hyatt Regency, Mumbai) has constituted Internal Complaints Committees (ICC). Ms. Shilpi Sinha, Director of Finance, Hyatt Regency Mumbai is the desiginated the Presiding Officer. During the Financial Year 2014-15 Nil complaints with allegations of any kind of sexual harassment were filed.

PERSONNEL

Your Directors wish to appreciate the dedicated efforts and hard work of personnel at all levels that has made the existing results possible.

ACKNOWLEDGEMENT

Your Directors would like to express its sincere appreciation and gratitude to the Company's valued customers, the Government of India, State Governments, various Financial Institution(s) and Banks for their continued support and confidence in the Company. The Board would also like to place on record its deep sense of appreciation for the continued confidence reposed in the Company by the Shareholders as well as the sincere efforts put in by the executives and staff at all levels for progress of the Company.

For and on behalf of the Board of Asian hotels (West) Limited

Place : New Delhi Sushil Kumar Gupta Dated : 7th August, 2015 Chairman and Managing Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 7th Annual Report and Audited Accounts for the Financial Year ended on 31st March, 2014 (i.e. for the period commencing from 1st April, 2013 to 31st March, 2014).

OBJECTS, OPERATIONS AND FINANCIAL RESULTS

A summarized position of the profits, taxation, dividend, pay-out and transfer to reserves for the year under review, on standalone basis, is given below:

(Rupees in Crores)

Particulars 2013-141 2012-13 Income 130.11 130.92

Expenditure 123.88 117.30

Profit Before Tax (2.37) 13.62

Provision for Taxation

* Current Tax 1.39 4.55

* Earlier year Tax 4.16 -

* Deferred Tax Charge (Credit) 8.4 1.44

Net Profit (5.02) 7.63

Amount Brought Forward 102.57 108.82

Profit Available for Appropriation 97.54 116.45

Transfer to General Reserve - 0.57

Proposed Dividend on Equity Shares 1.72 2.29

Corporate Dividend Tax 0.29 0.39

Transfer to Debenture Redemption Reserve (4.50) 10.63

Surplus Carried Forward 95.53 102.57

Earnings Per Share -Basic (Rupees) (4.39) 6.66

Earnings Per Share - Diluted (Rupees) (4.39) 6.66

CONSOLIDATED FINANCIAL STATEMENTS

In terms of the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India a general exemption has been granted to the holding companies from attaching with their balance sheet a copy of the balance sheet, profit and loss account etc. of each of its subsidiaries subject to fulfillment of certain conditions.

The Board of Directors of the Company has approved availing of the benefit under the aforesaid circular. Accordingly, the members have been circulated standalone Financial Statement of the Company for the Financial Year 2013-14 alongwith Consolidated Financial Statement for the Financial Year 2013-14.

DIVIDEND

The Board has recommended for approval of shareholders, a dividend of 15% (amounting to Rs. 1.5/- per Share) (Previous period dividend @ 20%) for the Financial Year ended 31st March, 2014 to be paid on 1,14,58,303 Equity Shares of the Company aggregating a distribution of Rs.1.72 Crores (Previous period year Rs. 2.29 Crores).

SUBSIDIARY COMPANIES

A. ARIA HOTELS AND CONSULTANCY SERVICES PRIVATE LIMITED (ARIA)

ARIA has developed a 523 rooms 5-Star deluxe hotel under the brand J. W. Marriott at New Delhi Aerocity, Hospitality District, Near IGI Airport, New Delhi, which commenced operations during October, 2013 after receiving all necessary statutory permissions and approvals including clearances from Bureau of Civil Aviation (BCAS) & Delhi Police. Delhi Airport Hospitality District is an upcoming prime location which enjoys the location benefits of not only being closer to the New Delhi International Airport but also will reap the benefit from having Central Business District (Gurgaon) of NCR on one side and Delhi on the other. In addition, the planned road infrastructure and metro connectivity also make the Hotel easily accessible.

B. INOVOA HOTELS AND RESORTS LIMITED

During the period, Company transferred its entire shareholding in Inovoa Hotels & Consultancy Services Limited (IHRL) to Fleur Hotels Private Limited at an enterprise values of Rs. 64 Crore on 4th July, 2013. IHRL owned The Clarion Hotel in Bangaluru. Thus after the aforesaid transaction, IHRL has ceased to be subsidiary of the Company. However since IHRL was subsidiary of the Company and accordingly the Consolidated Financial Statements of the Company for the Financial Year 2013-14 includes Financial Statements of IHRL till the date of transfer of investments in IHRL by the Company.

BORROWINGS

During the period under review Company has entered into arrangement with Kotak Mahindra Bank Limited & Kotak Mahindra Prime Limited (collective referred to as Kotak Group) for re-schedulment/ restructuring its entire banking facilities with Kotak Group and the total limit with Kotak Group is Rs 177.10 Crore including Rs. 35 Crore Loan from Kotak Mahindra Prime Limited.

Redemption of Non Convertible Debentures issued by the Company: on 25th June, 2010 the Company had issued 1000 Rated, Taxable, Secured, redeemable, Non - Convertible Debentures (NCDs) of the face value of Rs. 10 Lacs each, aggregating to Rs. 100 Crore, on private placement basis to Kotak Mahindra Bank Limited. The Company had appointed M/s IDBI Trusteeship Services Limited, Mumbai as the Debenture Trustee and M/s Karvy Computershare Pvt. Ltd. as Registrar and Transfer Agents in relation to the aforesaid NCDs and the said NCD''s were listed on NSE. In terms of the issue of the aforesaid NCDs, during the Financial Year 2013-14 your Company redeemed NCDs of the face value of Rs. 18 Crores. Total outstanding NCDs as on 31st March, 2014 was Rs. 45.25 Crores. The company thereafter redeemed the balance NCD''s in terms of re-schedulment/restructuring of its banking facilities with Kotak Mahindra Bank Limited on 25th June, 2014

Company has executed necessary Loan documents with Kotak Group and necessary security has been created for securing the aforesaid facilities.

The above borrowings are within the powers of the Board of Directors of the Company approved by the shareholders of the Company.

INVESTMENTS / GUARANTEES

INVESTMENTS

During the period under review, Company has invested Rs. 72.40 Crore in its subsidiary, M/s Aria Hotels and Consultancy Services Private Limited (Aria) and Aria has allotted 2,41,33,333 Optionally Convertible Preference Shares (OCPS) having face value of Rs. 10 each at an issue premium of Rs. 20/- each (amounting to total price of Rs. 30 per OCPS) to the Company.

GUARANTEES

The Company had in previous year granted Corporate Guarantees for import of Capital Goods under EPCG to custom authorities / DGFT for and on behalf of Aria Hotels and Consultancy Services Pvt. Ltd. (Aria), subsidiary of the Company aggregating to Rs. 28.35 Crores. No fresh corporate guarantee was issued by the Company during the period w.r.t to the same.

The above investments / Guarantees are within the powers of the Board of Directors of the Company.

FUTURE PROSPECTS

The Company is focusing on retaining market share in highly competitive Hotel Market around Hyatt Regency, Mumbai and on recently operational 5-Star deluxe hotel under the brand J. W. Marriott at New Delhi Aerocity, Hospitality District, Near IGI Airport, developed under its subsidiary M/s Aria Hotels and Consultancy Services Private Limited. Company is also look out for sites having growth potential in metropolitan cities and tourist destinations.

CHANGE IN REGISTERED OFFICE OF THE COMPANY

The company has shifted its registered office from E- Basement, Clarion Collection - The Qutab Hotel, Shaheed Jeet Singh Marg, New Delhi - 110016 to 6th Floor, Aria Tower , J.W Marriott, Aerocity, Asset Area 4, Hospitality District, Near IGI Airport, New Delhi -110037 with effect from 20th February, 2014.

ADOPTION OF NEW ARTICLES OF ASSOCIATION OF THE COMPANY

The Articles of Association ("AoA") of the Company as presently in force are based on the Companies Act, 1956 and several regulations in the existing AoA contain references to specific sections of the Companies Act, 1956 and some regulations in the existing AoA are no longer in conformity with the Act. The Act is now largely in force. On September 12, 2013, the Ministry of Corporate Affairs ("MCA") had notified 98 Sections for implementation. Subsequently, on March 26, 2014, MCA notified most of the remaining Sections. With the coming into force of the Act several regulations of the existing AoA of the Company require alteration or deletions in several articles. Given this position, it is considered expedient to wholly replace the existing AoA by a new set of Articles. The new AoA to be substituted in place of the existing AoA are based on Table ''F'' of the Act which sets out the model articles of association for a company limited by shares.

The proposed new draft AoA is being uploaded on the Company''s website for perusal by the shareholders. The necessary resolution for adoption of new AoA is placed before the shareholders at 7th AGM.

AUDITORS & AUDITORS'' REPORT

M/s S. S. Kothari Mehta & Co., Chartered Accountants, the present auditors of the Company, shall retire at the ensuing AGM of the Company and being eligible offers themselves for re-appointment for maximum period of three years, in compliance with provisions of the Companies Act, 2013 read with the rules made thereunder.

They have certified that their appointment, if made, will be in accordance with the limits prescribed under Section 141 of the Companies Act, 2013. The Audit Committee of the Board of Directors of the Company has recommended their re-appointment for period of three years, subject to ratification at the subsequent AGM''s and necessary resolution for their reappointment as statutory auditors is placed before the shareholders at 7th AGM.

The Auditors'' Report is unqualified. The notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further clarifications under Section 217(3) of the Companies Act, 1956.

INTERNAL AUDIT

M/s KSMN & Co., Chartered Accountants, the internal auditors of the Company have conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly and their reports have been well received by the Audit Committee.

SECRETARIAL AUDITOR

In Compliance with provisions of Section 204 of the Companies Act, 2013 read with the Rules, the Company has appointed M/s D.S. Associates (CP No- 7347 & Membership No- A17697) as Secretarial Auditor of the Company with effect from 28th May, 2014.

DIRECTORS

During the period under review Mr. Srikrishan Chhibber, Independent Director of the Company has resigned from the Board of the Company w.e.f. 8th August, 2014 Mr. Chhibber has been Director of erstwhile Asian Hotels Limited since its inception in year 1980 and Company appreciates his immense contribution in the growth of the Company.

In accordance with the requirement of the Companies Act, 2013 and pursuant to the Articles of Association, Mr. Sunil Vasant Diwakar retire by rotation at the ensuing AGM and being eligible, offer themselves for reappointment.

Mr. Raj Kumar Bhargava, Dr. Lalit Bhasin & Mr. Surendra Singh Bhandari, Independent Directors of the Company, whose period of office is liable to determination by retirement of Directors by rotation under the erstwhile provisions of the Companies Act, 1956. In terms of Section 149 and other applicable provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement Mr. Bhargava; Dr. Bhasin & Mr. Bhandari being eligible has offered themselves for appointment as an Independent Director for five (5) consecutive years for a term upto 31st March, 2019. In the opinion of the Board, Mr. Bhargava, Dr. Bhasin & Mr. Bhandari fulfills the conditions specified in the Companies Act, 2013 and rules made thereunder for their appointment as Independent Directors of the Company and are independent of the management and the Company has also received declarations from Mr. Bhargava, Dr. Bhasin & Mr. Bhandari that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement. The Board of Directors of the Company has recommended their appointment for period of five years and necessary resolutions for their reappointment as Independent Directors are placed before the shareholders at 7th AGM.

Mr. Surinder Singh Kohli was appointed as an Additional Director of the Company effective from 9th August, 2014 pursuant to provisions of the Articles of Association of the Company and Section 161 of the Companies Act, 2013. Mr. Surinder Singh Kohli holds office upto the date of the ensuing AGM. In terms of Section 149 and other applicable provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement Mr. Kohli being eligible has offered himself for appointment as an Independent Director for five (5) consecutive years for a term upto 31st March, 2019. In the opinion of the Board, Mr. Kohli fulfills the conditions specified in the Companies Act, 2013 and rules made thereunder for the appointment as Independent Director of the Company and is independent of the management and the Company has also received declaration from Mr. Kohli that he meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement. The Board of Directors of the Company has recommended his appointment for period of five years and necessary resolution for his reappointment as Independent Director is placed before the shareholders at 7th AGM.

The Company proposes to reappoint Mr. Sushil Kumar Gupta, as Managing Director of the Company for a period of five years effective 1st November, 2014 to 31st October, 2019 and Mr. Sudhir Chamanlal Gupta and Mr. Sandeep Gupta as Executive (Whole-time) Directors of the Company for a period of five years (whose period of office shall be liable to retirement by rotation) effective from 10th May, 2015 to 9th May, 2020. The said appointment and their remuneration for a period of 3 years, in compliance with provisions of Section 196, 197, 203 and Schedule V and other provisions of the Act is also approved by the Remuneration and Nomination Committee and the Board of Directors of the Company at their meeting held on 9th August, 2014 and necessary resolution for their reappointment are placed before the shareholders at 7th AGM.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the year, your Directors have constituted the Corporate Social Responsibility Committee (CSR Committee) comprising Mr. Sudhir Chaman Lal Gupta, Executive (Wholetime) Director of the Company, as the Chairman and Mr. Raj Kumar Bhargava & Mr. Surendra Singh Bhandari, Independent Directors of the Company, as other members. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

NOMINATION AND REMUNERATION COMMITTEE

During the period under review, the Company re-constituted its existing remuneration committee as Nomination and Remuneration Committee of the Board of Directors of the Company pursuant to provisions of the Companies Act, 2013, which comprises of Dr. Lalit Bhasin as its Chairman, Mr. Raj Kumar Bhargava and Mr. Surendra Singh Bhandari as Co-members.

STAKEHOLDERS RELATIONSHIP COMMITTEE

During the period under review, the Company re-constituted its existing Investor Grievance Committee as Stakeholders Relationship Committee of the Board of Directors of the Company pursuant to provisions of the Companies Act, 2013.

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

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

* 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 material departures ;

* 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 / loss 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;

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

The Audit Committee of the Board of Directors reviewed the financial statements, prepared in accordance with revised Schedule VI of the Companies Act, 1956 for the year under review at its meeting held on 28th May, 2014 and recommended the same for the approval of the Board of Directors.

INFORMATION REGARDING CONSERVATION OF ENERGY ETC.

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 pertaining to the conservation of energy, technology absorption, foreign exchange earnings and outgo are to the extent possible, in the opinion of your Directors, given in Annexure ''A'' annexed hereto.

PERSONNEL

Your Directors wish to appreciate the dedicated efforts and hard work of personnel at all levels that has made the existing results possible.

Information as per Section 217(2A) of the Companies Act, 2013 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of this Report, is given in Annexure ''B''.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance for the Financial Year 2013-14 together with Practicing Company Secretary Certificate on Corporate Governance is appended to the Annual Report as Annexure ''C'' and ''D'' respectively.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits. Hence, there is no outstanding amount as on the Balance Sheet date.

INTRODUCTION AND APPLICABILITY OF NEW COMPANIES ACT, 2013

The Ministry of Corporate Affairs vide notification dated 26th March, 2014 has notified the commencement of New Companies Act, 2013 w.e.f. 1st April, 2014. In pursuance of General Circular No. 08/2014 issued by Ministry of Company Affairs, the Present Directors'' Report is prepared in accordance with the provisions of the Companies Act, 1956 and thus new provisions of the Companies Act, 2013 will be complied with in the next Directors'' Report. Your Directors are in process of complying with all the provisions of the Companies Act, 2013.

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

For the last few years the Indian tourism sector has been one of the largest service industries in the country in terms of its contribution to the Gross Domestic Product (GDP) and Foreign Exchange Earnings, as well as for providing employment to millions. Despite negative signals from global economy, the number of foreign tourist arrival in the country in 2013 showed an increase of about 4.1% over 2012 and hospitality sector have become the most vibrant tertiary''s and has a strong hold on the economy. The Ministry of Tourism in consultation with State Government/ UT administration had proposed to set up Tourist Police at prominent tourist spots. Clean India Campaign has been initiated by the Ministry of Tourism with the objective to increase tourist arrivals to the country and to improve quality of services and provide a hygienic environment in and around tourist destinations across the country. The World Travel and Tourism Council (WTTC) named India as one of the fastest growing tourism industries for the next 10 to 15 years.

Tourism in India is witnessing widespread growth on the back of increasing inbound tourism by the burgeoning Indian middle class, rising inflow of foreign tourists and successful government campaigns for promoting ''Incredible India''. Infrastructure development holds the key to India''s sustained growth in the Tourism sector. India Tourism launched two new campaigns: an International Campaign called ''Find What You Seek'' and a Domestic Campaign called ''Go Beyond'' and there has been a growth of 1.70% in the January-March 2014 period in the number of tourists availing of "Visa on Arrival" scheme as compared to the same period in 2013.

Hotels are an important component of the tourism sector. They contribute in the overall tourism experience through the standards of facilities and services offered by them. The constant transformation has made the Indian hotel industry more functional and practical and has gained a level of acceptance world over. The standards of facilities and services offered have evolved over the last decade towards the extensive use of technology, environment friendly services, pricing, market segmentation, regional preferences, etc. The Indian hotel industry has seen a significant growth in room inventory across categories from upscale luxury to limited services and boutique & budget hotels. The occupancy has seen continued gains both from the domestic and the international traveler in both the business and leisure segment. However, because of increase in inventory as well as current economic position, there is pressure on room rates. With the continued growth in India''s GDP, improvement in the per capita income and increased aspirational spending, the Indian hospitality sector is expected to grow much faster than most countries around the world.

This is the first time when Hon''ble Finance Minister has focused on Tourism as one of the government priorities and also announced the E-Visa for most of the countries and all these steps together with long awaited introduction of GST are likely to give boost to Hotel Industry.

Opportunities, Threats, Risks and Concerns

Hotels form one of the most important support service that affect the arrival of tourist to a country. The strengths of the industry includes that India is one big package of culture and legend that never fails to captivate the imagination of the visitor. It provides vast natural and cultural diversity, the manpower costs in the Indian hotel industry is reasonable in the world. The peak season in the country is from September to March. Over the long term, the hotel industry has growth potential. When it comes to diverse topography, India is one of the best destination.

Tourists also have second thoughts about visiting India because of the political turbulence and negative publicity here. Growth in hotel supply in recent times has outstripped demand in a number of Indian cities. escalating land prices, increasing energy costs, depleting water levels and a scarcity of trained manpower are challenges that will need to be addressed and overcome. With increasing affluence in India, the composition of the market is undergoing a change. Domestic travel and tourism is experiencing rapid growth as is domestic corporate travel. These segments will require due attention whilst we continue to focus on traditional markets. Source markets are changing with demand from the SAARC nations, China, Japan and the Middle east growing steadily. The tourism Ministry will need to orient itself to this development.

Review of Operational and Financial Performance

The Company has achieved an aggregate turnover of Rs. 130.11 Crores (Previous period Rs. 130.92 Crores) for the financial year ended on 31st March, 2014. Profit/(Loss) after taxes for the year under review was Rs. (5.02) Crores (Previous period Rs. 7.63 Crores). Segment wise Performance During the period under review, the Company is engaged in only one segment of Hotel Business hence segment wise performance is not applicable.

Internal Control Systems and their Adequacy

The Company has standard operating procedures. 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. The internal auditors of the Company had regularly conducted exhaustive internal audits pertaining to all operational areas and their reports were placed before the Audit Committee for its review and recommendations.

Human Resources and Industrial Relations

Smooth Industrial Relations and effective Human Resource Management are the key factors contributing towards success in the industry. As our company is part of the hospitality industry the importance of efficient and motivated human resources helps in achieving complete customer satisfaction, which in turn has direct impact on the brand image and turnover of the company. The Company enjoys harmonious relationship with its employees. The employee strength of the Company, as on 31st March, 2014 was 628.

ACKNOWLEDGEMENT

Your Directors would like to express its sincere appreciation and gratitude to the Company''s valued customers, the Government of India, State Governments, various Financial Institution(s) and Banks for their continued support and confidence in the Company. The Board would also like to place on record its deep sense of appreciation for the continued confidence reposed in the Company by the Shareholders as well as the sincere efforts put in by the executives and staff at all levels for progress of the Company.

For and on behalf of the Board of Asian Hotels (West) Limited

Place : New Delhi Sushil Kumar Gupta Dated : 9th August, 2014 Chairman and Managing Director


Mar 31, 2013

To the Members,

The Directors have pleasure in presenting their 6th Annual Report and Audited Accounts for the Financial Year ended on 31st March, 2013 (i.e. for the period commencing from 1st April, 2012 to 31st March, 2013).

OBJECTS, OPERATIONS AND FINANCIAL RESULTS

A summarized position of the profts, taxation, dividend, pay-out and transfer to reserves for the year under review, on standalone basis, is given below:

(Rupees in Crores)

Particulars 2012-13 2011-12

Income 130.92 135.78

Expenditure 117.30 116.38

Proft Before Tax 13.62 19.40

Provision for Taxation

– Current Tax 4.55 5.82

– Deferred Tax Charge (Credit) 1.44 0.31

Net Proft 7.63 13.27

Amount Brought Forward 108.82 105.71

Proft Available for Appropriation 116.45 118.98

Transfer to General Reserve 0.57 1.35

Proposed Dividend on Equity Shares 2.29 4.58

Corporate Dividend Tax 0.39 0.73

Transfer to Debenture Redemption Reserve 10.63 3.50

Surplus Carried Forward 102.57 108.82

Earnings Per Share – Basic (Rupees) 6.66 11.58

Earnings Per Share – Diluted (Rupees) 6.66 11.58

CONSOLIDATED FINANCIAL STATEMENTS

In terms of the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India a general exemption has been granted to the holding companies from attaching with their balance sheet a copy of the balance sheet, proft and loss account etc. of each of its subsidiaries subject to fulfllment of certain conditions.

The Board of Directors of the Company has approved availing of the beneft under the aforesaid circular. Accordingly, the members have been circulated standalone Financial Statement of the Company for the Financial Year 2012-13 alongwith Consolidated Financial Statement for the Financial Year 2012-13.

DIVIDEND

The Board has recommended for approval of shareholders, a dividend of 20% (amounting to Rs. 2/- per Share) (Previous period dividend @ 40%) for the Financial Year ended 31st March, 2013 to be paid on 1,14,58,303 Equity Shares of the Company aggregating a distribution of Rs. 2.29 Crores (Previous period year Rs. 4.58 Crores).

SUBSIDIARY COMPANIES

A. ARIA hOTELS AND CONSULTANCY SERVICES PRIVATE LIMITED (ARIA)

The upcoming J. W. Marriott Hotel at the Hospitality District near the Indira Gandhi International Airport, New Delhi, being developed by Aria, is expected to be operational shortly. The opening of the Hotel has been delayed because of the additional security clearances required from Bureau of Civil Aviation Security (BCAS) and Dy. Commissioner of Police (Licensing), Delhi Police.

B. INOVOA hOTELS AND RESORTS LIMITED

M/s Inovoa Hotels and Resorts Limited (IHRL) presently owning and operating The Clarion Hotel, EPIP Zone, Whitefeld, Bengaluru. The Clarion Hotel, Bengaluru is a Contemporary Boutique Hotel. Post the fnalization of Financial Statements of the Company for the year ended 31st March, 2013, the company has entered into Share Purchase Agreement with M/s Fleur Hotels Pvt. Ltd. for sale of its entire investments in IHRL at an Enterprise Value of Rs. 64 Crore. Thus, after the aforesaid transaction, IHRL ceased to be subsidiary of the company. However, as during the Financial Year 2012-13 IHRL was the subsidiary of the company and accordingly the Consolidated Financial Statements of the company for the fnancial year 2012-13 includes Financial Statements of IHRL as well.

BORROWINGS / GUARANTEES

A. NON CONVERTIBLE DEBENTURES

On 25th June, 2010 the Company had issued 1000 Rated, Taxable, Secured, redeemable, Non - Convertible Debentures (NCDs) of the face value of Rs. 10 Lacs each, aggregating to Rs. 100 Crores, on private placement basis to Kotak Mahindra Bank Limited. The Company had appointed M/s IDBI Trusteeship Services Limited, Mumbai as the Debenture Trustee and M/s Karvy Computershare Pvt. Ltd. as Registrar and Transfer Agents in relation to the aforesaid NCDs. In terms of the issue of the aforesaid NCDs, during the Financial Year 2012-13 your Company has redeemed NCDs of the face value of Rs. 16 Crores. Total outstanding NCDs as on 31st March, 2013 is Rs. 63.25 Crores, which shall be redeemed by the Financial Year 2015-16 in unequal quarterly installments.

B. LOANS

(i) The Company had availed secured loan of Rs. 45 Crores from Kotak Mahindra Bank Limited during Financial Year 2010-11. In accordance with the terms and conditions of the aforesaid loan, during the Financial Year 2012-13, the Company has partly repaid the above loan upto the extent of Rs. 8 Crores. The outstanding loan as on June 30, 2013 amounts to Rs. 25.50 Crores which shall be repaid by the Financial Year 2015-16 in unequal quarterly installments.

(ii) During the year under review, the Company was Sanctioned additional borrowing facilities aggregating to Rs. 40 Crores from the Kotak Mahindra Bank Limited out of which Company has availed Rs. 33.85 Crores as on 31st March, 2013 repayable by way of 24 unequal quarterly installments starting from September 2014.

C. GUARANTEES

(i) During the period under review, the Company granted Corporate Guarantee(s) for import of Capital Goods under EPCG to customs authorities / DGFT for and on behalf of:

- Aria Hotels and Consultancy Services Pvt. Ltd., Subsidiary of the Company for an aggregate amount of Rs. 28.35 Crores as on 31st March, 2013.

- Inovoa Hotels and Resorts Limited (IHRL), Subsidiary of the Company for replacement of Bank Guarantees furnished by IHRL for an aggregate amount of Rs. 0.44 Crores (Previous Year Rs. Nil).

(ii) The Company also issued Corporate Guarantee aggregating to Rs. 37.50 Crores in favour of Kotak Mahindra Bank Ltd. for an on behalf of Inovoa Hotels and Resorts Limited (IHRL), Subsidiary Company for availing of loan by IHRL.

However, pursuant to sale of investment in IHRL the Guarantee(s) issued on behalf of IHRL aggregating to Rs. 37.94 Crores are being released.

All the above borrowings are within the powers of the Board of Directors of the Company approved by the shareholders of the Company.

FUTURE PROSPECTS

The Company is focusing at commencement of operations at Hotel J.W. Marriott Hotel, New Delhi as well as retaining market share in highly competitive Hotel market around Hyatt Regency, Mumbai.

ChANGE IN REGISTERED OFFICE OF ThE COMPANY

The company has shifted its registered offce from E-5, Clarion Collection – The Qutab Hotel, Shaheed Jeet Singh Marg, New Delhi – 110016 to E- Basement, Clarion Collection – The Qutab Hotel, Shaheed Jeet Singh Marg, New Delhi – 110016 with effect from 1st June, 2013.

AUDITORS

M/s. S. S. Kothari Mehta & Co. Chartered Accountants, the present Auditors of the Company, retire at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. They have certifed that their appointment, if made, will be in accordance with the limits prescribed under Section 224(1B) of the Companies Act, 1956. The Audit Committee of the Board of Directors of the Company has recommended their re-appointment.

INTERNAL AUDIT

M/s KSMN & Co., Chartered Accountants, the internal auditors of the Company have conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the fndings of Internal Auditors regularly and their reports have been well received by the Audit Committee.

DIRECTORS

In accordance with the requirement of the Companies Act, 1956 and pursuant to the Article 116 of the Articles of Association, two of your Directors viz. Mr. Sunil Vasant Diwakar and Mr. Srikrishan Chhibber retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

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

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

– 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 any 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 fnancial period under review and of the proft of the Company for that period;

– that the Directors have taken proper and suffcient 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 signifcant accounting policies followed by the Company and the required disclosures are detailed in the Schedules to the annual accounts.

The Audit Committee of the Board of Directors reviewed the fnancial statements, prepared in accordance with revised Schedule VI of the Companies Act, 1956 for the year under review at its meeting held on 28th May, 2013 and recommended the same for the approval of the Board of Directors.

INFORMATION REGARDING CONSERVATION OF ENERGY ETC.

Information required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 pertaining to the conservation of energy, technology absorption, foreign exchange earnings and outgo are to the extent possible, in the opinion of your Directors, given in Annexure ‘A'' annexed hereto.

PERSONNEL

Your Directors wish to appreciate the dedicated efforts and hard work of personnel at all levels that has made the existing results possible. Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of this Report, is given in Annexure ‘B''.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance for the Financial Year 2012- 13 together with Auditor''s Certifcate on Corporate Governance is appended to the Annual Report as Annexure ''C'' and ''D'' respectively.

ACKNOWLEDGEMENT

Your Directors would like to express its sincere appreciation and gratitude to the Company''s valued customers, the Government of India, State Governments, various Financial Institution(s) and Banks for their continued support and confdence in the Company. The Board would also like to place on record its deep sense of appreciation for the continued confdence reposed in the Company by the Shareholders as well as the sincere efforts put in by the executives and staff at all levels for progress of the Company.

For and on behalf of the Board of Asian hotels (West) Limited

Place : New Delhi Sushil Gupta

Dated : 23rd July, 2013 Chairman and Managing Director


Mar 31, 2012

The Directors have pleasure in presenting their 5th Annual Report and Audited Accounts for the Financial Year ended on 31st March, 2012 (i.e. for the period commencing from 1st April, 2011 to 31st March, 2012).

OBJECTS, OPERATIONS AND FINANCIAL RESULTS

A summarized position of the profits, taxation, dividend, pay-out and transfer to reserves for the year under review, on standalone basis, is given below:

(Rupees in Crores)

Particulars 2011-12 2010-11

Income 135.78 134.94

Expenditure 116.38 111.64

Profit Before Tax 19.40 23.30

Provision for Taxation

- Current Tax 5.82 7.02

- Deferred Tax Charge (Credit) 0.31 (0.64)

Net Profit 13.27 16.92

Amount Brought Forward 105.71 97.57

Profit Available for Appropriation 118.98 114.49

Transfer to General Reserve 1.35 1.75

Proposed Dividend on Equity Shares 4.58 4.58

Dividend on Non Convertible Preference Shares - 0.01

Corporate Dividend Tax 0.73 0.75

Transfer to Debenture Redemption Reserve 3.50 1.69

Surplus Carried Forward 108.82 105.71

Earnings Per Share - Basic (Rupees) 11.58 14.83

Earnings Per Share - Diluted (Rupees) 11.58 14.75

CONSOLIDATED FINANCIAL STATEMENTS

In terms of the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India a general exemption has been granted to the holding Companies from attaching with their balance sheet a copy of the balance sheet, profit and loss account etc. of each of its subsidiaries subject to fulfillment of certain conditions.

The Board of Directors of the Company has approved availing of the benefit under the aforesaid circular. Accordingly, the members have been circulated standalone Financial Statement of the Company for the Financial Year 2011-12 alongwith Consolidated Financial Statement for the Financial Year 2011-12.

DIVIDEND

The Board has recommended for approval of shareholders, a dividend of 40% (amounting to Rs. 4/-per Share) (Previous period dividend @ 40%) for the Financial Year ended 31st March, 2012 to be paid on 1,14,58,303 Equity Shares of the Company aggregating a distribution of Rs. 4.58 Crores (Previous Year Rs. 4.58 Crores).

SUBSIDIARY COMPANIES

A. ARIA HOTELS AND CONSULTANCY SERVICES PRIVATE LIMITED (ARIA)

The upcoming J. W. Marriott Hotel at the Hospitality District near the Indira Gandhi International Airport, New Delhi, being developed by Aria, is expected to be operational in the month of September, 2012. The management had reviewed the estimated project cost at approx. Rs. 754.86 Crores i.e. an increase of approx. Rs. 50.00 Crores from the originally estimated cost of Rs. 704.86 Crores primarily due to adverse Foreign exchange fluctuations, increase in steel & cement prices etc. The said escalation in Project cost is proposed to be funded partly through additional term loan and balance through deposit against sub-licensing of commercial space at the aforesaid Hotel. The entire funding for the Project has been tied up.

B. INOVOA HOTELS AND RESORTS LIMITED (IHRL)

M/s Inovoa Hotels and Resorts Limited became a Subsidiary of the Company during the financial year under review. IHRL is presently owning and operating The Clarion Hotel, EPIP Zone, Whitefield, Bengaluru. The Clarion Hotel, Bengaluru is a Contemporary Boutique Hotel.

SALE OF LAND AT PUNE, MAHARASHTRA

The Company had earlier acquired a land situated at Hinjewadi District, Pune for construction of 4 star Hotel but in view of excess supply of Hotel rooms in Pune and lower ARR levels at Pune, the Company do not envisage opening of a new Hotel at the said land in near future and has accordingly, executed a MOU for sale of said land at a total consideration of Rs. 8.90 Crores.

BORROWINGS

A. NON CONVERTIBLE DEBENTURES

On 25th June, 2010 the Company had issued 1000 Rated, Taxable, Secured, redeemable, Non - Convertible Debentures (NCDs) of the face value of Rs. 10 Lacs each, aggregating to Rs. 100 Crores, on private placement basis to Kotak Mahindra Bank Limited. The

Company has appointed M/s IDBI Trusteeship Services Limited, Mumbai as the Debenture Trustee and M/s Karvy Computershare Pvt. Ltd. as Registrar and Transfer Agents in relation to the aforesaid NCDs. In terms of the issue of the aforesaid NCDs, during the Financial Year 2011-12 your Company has redeemed NCDs of the face value of Rs. 14 Crores. Total outstanding NCDs as on 30th June, 2012 is Rs. 75.25 Crores, which shall be redeemed by the Financial Year 2015-16 in unequal quarterly installments.

B. LOANS

(i) The Company had availed secured loan of Rs. 45 Crores from Kotak Mahindra Bank Limited during previous Financial Year. In accordance with the terms and conditions of the aforesaid loan, during the Financial Year 2011-12, the Company has partly repaid the above loan upto the extent of Rs. 6 Crores. The outstanding loan as on June 30, 2012 amounts to Rs. 34 Crores which shall be repaid by the Financial Year 2015-16 in unequal quarterly installments.

(ii) The Company had earlier availed Loan of Rs. 1 Crore from Kotak Mahindra Prime Limited for purchase of cars for Hotel Hyatt Regency, Mumbai.

C. GUARANTEES

(i) During the period under review, the Company granted Corporate Guarantee(s) for import of Capital Goods under EPCG to customs authorities / DGFT for and on behalf of:

- Aria Hotels and Consultancy Services Pvt. Ltd., Subsidiary of the Company for an aggregate amount of Rs. 26.42 Crores as on 30th June, 2012.

- Inovoa Hotels and Resorts Limited (IHRL), Subsidiary of the Company for replacement of Bank Guarantees furnished by IHRL for an aggregate amount of Rs. 44.48 Crores (Previous Year Rs. Nil).

(ii) The Company also issued Corporate Guarantee aggregating to Rs. 37.50 Crores in favour of Kotak Mahindra Bank Ltd. for an on behalf of Inovoa Hotels and Resorts Limited (IHRL), Subsidiary Company for availing of loan by IHRL.

All the above borrowings are within the powers of the Board of Directors of the Company approved by the shareholders of the Company.

FUTURE PROSPECTS

The Company is on the lookout for sites having growth potential and your Directors are reasonably confident that it will result in expanding our footprint and thereby enhancing the Shareholders' value.

AUDITORS

M/s. S. S. Kothari Mehta & Co. Chartered Accountants, the present Auditors of the Company, retire at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. They have certified that their appointment, if made, will be in accordance with the limits prescribed under Section 224(1B) of the Companies Act, 1956. The Audit Committee of the Board of Directors of the Company has recommended their re-appointment.

INTERNAL AUDIT

M/s KSMN & Co., Chartered Accountants, the internal auditors of the Company have conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly and their reports have been well received by the Audit Committee.

DIRECTORS

During the period under review, Mr. Rajesh Adhikary was appointed as the Alternate Director to Mr. Sunil Diwakar, Director of the Company with effect from 10th August, 2011.

In accordance with the requirement of the Companies Act, 1956 and pursuant to the Article 116 of the Articles of Association, two of your Directors viz. Mr. Surendra Singh Bhandari and Mr. Raj Kumar Bhargava retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves 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 year ended 31st March, 2012, the applicable Accounting Standards have been followed along with proper explanation relating to any 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 annual accounts.

The Audit Committee of the Board of Directors reviewed the financial statements, prepared in accordance with revised Schedule VI of the Companies Act, 1956 for the year under review at its meeting held on 3rd August, 2012 and recommended the same for the approval of the Board of Directors.

INFORMATION REGARDING CONSERVATION OF ENERGY ETC.

Information required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 pertaining to the conservation of energy, technology absorption, foreign exchange earnings and outgo are to the extent possible, in the opinion of your Directors, given in Annexure 'A' annexed hereto.

PERSONNEL

Your Directors wish to appreciate the dedicated efforts and hard work of personnel at all levels that has made the existing results possible.

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of this Report, is given in Annexure 'B'.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance for the Financial Year 2011-12 together with Auditor's Certificate on Corporate Governance is appended to the Annual Report as Annexure 'C' and 'D' respectively.

ACKNOWLEDGEMENT

Your Directors would like to express its sincere appreciation and gratitude to the Company's valued customers, the Government of India, State Governments, various Financial Institution(s) and Banks for their continued support and confidence in the Company. The Board would also like to place on record its deep sense of appreciation for the continued confidence reposed in the Company by the Shareholders as well as the sincere efforts put in by the executives and staff at all levels for progress of the Company.

For and on behalf of the Board of Asian Hotels (West) Limited

Place : New Delhi Sushil Gupta

Dated : 3rd August, 2012 Chairman and Managing Director

DIN 00006165


Mar 31, 2011

The Directors have pleasure in presenting their 4th Annual Report and Audited Accounts for the Financial Year ended on 31st March, 2011 (i.e. for the period commencing from 1st April, 2010 to 31st March, 2011).

OBJECTS, OPERATIONS AND FINANCIAL RESULTS

The Current Financial Year of the Company was for a period of twelve months and the Annual Accounts have been prepared for a period commencing from 1 st April, 2010 to 31 st March, 2011. However, the Financial Statements for Financial Year 2009-10 was for a period of nine months commencing from 1st July, 2009 to 31st March, 2010 representing operations of Hotel Hyatt Regency, Mumbai for only 5 (five) months period commencing from 1st November, 2009 and ending on 31st March, 2010.

A summarized position of the profits, taxation, dividend, pay-out and transfer to reserves for the year under review, on standalone basis, is given below:

(Rupees in Crores)

Particulars 2010-11 2009-10* (Twelve month period) (Nine month period)

Income 137.59 60.58

Expenditure 91.66 41.19

Profit Before Interest & Depreciation 45.93 19.39

Depreciation 10.23 4.25

Interest 12.40 -

Profit Before Tax 23.30 15.14

Provision for Taxation

- Current Tax 7.02 5.00

- Deferred Tax (0.64) 0.16

Net Profit 16.92 9.98

Amount Brought Forward 97.57 (0.77)

Transferred pursuant to Scheme of Arrangement & Demerger - 93.39

Profit Available for Appropriation 114.49 102.60

Transfer to General Reserve 1.75 1.00

Proposed Dividend on Equity Shares 4.58 3.42

Dividend on Non Convertible Preference Shares 0.01 0.02

Proposed Dividend on Fully Convertible Preference Shares - -

Corporate Dividend Tax 0.75 0.59

Transfer to Debenture Redemption Reserve 1.69 -

Surplus Carried Forward 105.71 97.57

Earning Per Share - Basic (Rupees) 14.83 15.67

Earnings Per Share - Diluted (Rupees) 14.75 -

* Financial Statements represents operations of Hotel Hyatt Regency, Mumbai for only 5 (five) months period commencing from 1st November, 2009 and ending on 31st March, 2010.

SCHEME OF ARRANGEMENT AND DEMERGER

As the members are aware that pursuant to the Scheme of Arrangement and Demerger (the Scheme) of trifurcation of Asian Hotels Limited (AHL) approved by the Honble High Court of Delhi at New Delhi on 13th January, 2010, Mumbai Undertaking of AHL comprising of Hotel Hyatt Regency, Mumbai along with investments in Aria Hotels & Consultancy Services Pvt. Ltd. was transferred to and vested in the Company during the previous Financial Year.

During the period under review, as envisaged under the said Scheme, the following activities were undertaken:

a. Inter-se transfer of amongst the promoters of erstwhile Asian Hotels Limited, namely Gupta Group, Jatia Group and Saraf Group. After the inter-se transfer only Gupta Group constitutes the Promoters of the Company.

b. The Company had earlier re-issued 27,780 1% Fully Convertible Preference Share (FCPS) of the face value of Rs. 10/- each at a premium of Rs. 530/- each to Fineline Holdings Limited and UDT Enterprises Pty. Ltd. credited as fully paid.

In terms of the Scheme, the aforesaid FCPS were to be converted into the equity shares of the Company at any time, at the option of the respective FCPS holder, during the period from 5th March, 2011 to 30th April, 2011 and in the event any FCPS holder does not exercise the option to convert the FCPS into equity shares during the aforesaid period, the FCPS held by such FCPS holder would compulsorily get converted into the equity shares of the Company on 30th April, 2011.

The said 27,780 FCPS were converted into 56,521 Equity Shares at the conversion Price of Rs. 265.40 per share as calculated in terms

of the mechanism provided in the Scheme. Consequently, such conversion resulted into issuance of 56,521 equity shares of Rs.10/- each credited as fully paid-up. Consequent to the aforesaid issue and allotment, the paid-up equity capital of the Company has increased from Rs. 11,40,17,820/- comprising of 1,14,01,782 equity shares of Rs.10/-each to Rs. 11,45,83,030/- comprising of 1,14,58,303 equity shares of Rs.10/- each with effect from 30th April, 2011. The Company has filed application for listing of aforesaid 56,521 Equity Shares with the Bombay Stock Exchange Limited and National Stock Exchange of India Limited on 10th May, 2011.

With the aforesaid actions, all the procedural formalities consequential to the Scheme of erstwhile Asian Hotels Limited have been complied with.

CONSOLIDATED FINANCIAL STATEMENTS

In terms of the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India a general exemption has been granted to the holding companies from attaching with their balance sheet a copy of the balance sheet, profit and loss account etc. of each of its subsidiaries subject to fulfillment of certain conditions.

The Board of Directors of the Company has approved availing of the benefit under the aforesaid circular. Accordingly, the members have been circulated standalone Financial Statement of the Company for the Financial Year 2010-11 alongwith Consolidated Financial Statement for the Financial Year 2010-11.

DIVIDEND

Your Directors have declared an interim dividend @ 1 % on pro-rata basis on 1 % Cumulative Redeemable Non-Convertible Preference Shares (NCPS) of the face value of Rs. 10/- each for the period 1st April, 2010 to 30th June, 2010 which has been paid to the NCPS holders. The said NCPS has been redeemed by the Company on 30th June, 2010.

The Board has recommended for approval of shareholders, a dividend of 40% (amounting to Rs. 4.00 per Share) (Previous period dividend @ 30%) for the Financial Year ended 31st March, 2011 to be paid on 1,14,58,303 Equity Shares of the Company (i.e. the enhanced Equity Share Capital of the Company post conversion of 1% Fully Convertible Preference Shares into the Equity Shares of the Company), aggregating a distribution of Rs. 4.58 Crores (Previous period year Rs. 3.42 Crores).

SUBSIDIARY COMPANY

A. ARIA HOTELS AND CONSULTANCY SERVICES PRIVATE LIMITED

Aria Hotels and Consultancy Services Private Limited (Aria) was a wholly owned Subsidiary of the Company during the previous financial year. Aria is developing a 523 keys 5 star deluxe Hotel under the brand name J. W. Marriott at the upcoming Hospitality District near the Indira Gandhi International Airport, New Delhi which is expected to be operational by April, 2012. The financing details of the Project are as under:

Particulars Amount in Rs. Crores Status

Equity Participation

- by Asian Hotels (West) Limited 125.01 Already Infused

- by IL&FS Group (to acquire 32.65% stake in Aria) 80.00 Already infused

Project Loan 422.92 Already tied up with consortium of Banks and Financial institution of which Rs. 101.50 crores was availed as on 31 st March 2011.

Lease Deposits 76.93 Under process of raising

Total Project Cost 704.86

During the period under review, Aria has issued 3,46,00,000 Equity Shares of the face value of Rs. 10/- each at a premium of Rs. 16/- each and 38,61,538 Compulsory Convertible Preference Shares of the face value of Rs. 10/- each at a premium of Rs. 16/- each to the Company aggregating to Rs. 100 Crores and 1,34,61,538 Equity of the face value of Rs. 10/- each at a premium of Rs. 16/- each and 1,73,07,692 Compulsory Convertible Preference Shares of the face value of Rs. 10/- each at a premium of Rs. 16/- each to IL&FS Group aggregating to Rs. 80 Crores, pursuant to which AHWL is presently the Holding Company of Aria.

B. INOVOA HOTELS AND RESORTS LIMITED

During the period under review, the Board of Directors of the Company approved acquisition of controlling stake in M/s Inovoa Hotels and Resorts Limited (IHRL).

IHRL is presently owning and operating The Clarion Hotel, EPIP Zone, Whitefield, Bengaluru. The Clarion Hotel, Bengaluru is a 130 room Contemporary Boutique Hotel constructed on land admeasuring 34,450 sq. ft. with a total built up area of approx. 120,000 sq.ft.

The Company has accordingly acquired 30.18% of the paid up Equity Capital of IHRL till 31st March, 2011 pursuant to which IHRL become the Associate of the Company in terms of Accounting Standard 23 issued by the Institute of Chartered Accountants of India. After the Balance Sheet date, the Company has further acquired stake in IHRL aggregating the holding of the Company in IHRL to 50.49% of the paid up equity capital of the Company, pursuant to which, IHRL has become Subsidiary of the Company.

Your Directors believe that the said acquisition has brought an additional running Hotel under the umbrella of the Company. BORROWINGS

A. NON CONVERTIBLE DEBENTURES

During the period under review, the Company has issued 1000 Rated, Taxable, Secured, redeemable, Non - Convertible Debentures

(NCDs) of the face value of Rs. 10 Lacs each, aggregating to Rs. 100 Crores, on private placement basis to Kotak Mahindra Bank Limited on 25th June, 2010.The NCDs were listed on the Whole-sale Debt Market at the National Stock Exchange of India Limited (NSE) w.e.f. 8th July, 2010. The Company has appointed M/s IDBI Trusteeship Services Limited, Mumbai as the Debenture Trustee and M/s Karvy Computershare Pvt. Ltd. as Registrar and Transfer Agents in relation to the aforesaid NCDs.

During the period under review, in terms of the issue of the aforesaid NCDs, your Company has redeemed NCDs of the face value of Rs. 6.75 Crores. Total outstanding NCDs as on 31st March, 2011 is Rs. 93.25 Crores.

B. LOANS

(i) During the Financial Year 2010-11, the Company has availed secured loan of Rs. 45 Crores from Kotak Mahindra Bank Limited. In accordance with the terms and conditions of the aforesaid loan, the Company has already partly repaid the above loan upto the extent of Rs. Rs. 3.00 Crores. As on 31st March, 2011 the outstanding loan amounts to Rs. 42.00 Crores.

(ii) Loan of Rs. 1 Crore from Kotak Mahindra Prime Limited for purchase of cars for Hotel Hyatt Regency, Mumbai.

All the above Borrowings are within the Borrowing powers of the Board of Directors of the Company approved by the shareholders of the Company.

FUTURE PROSPECTS

The Company is on the lookout for sites having growth potential and your Directors are reasonably confident that it will result in expanding our footprint and thereby enhancing the Shareholders value. In addition the Company is also exploring the possibility of entering into mid market segment hotels to achieve sustainable and balanced profitable growth.

AUDITORS

M/s. S. S. Kothari Mehta & Co. Chartered Accountants, the present Auditors of the Company, retire at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. They have certified that their appointment, if made, will be in accordance with the limits prescribed under Section 224(1B) of the Companies Act, 1956. The Audit Committee of the Company has recommended their re-appointment.

INTERNAL AUDIT

M/s KSMN & Co., Chartered Accountants, the internal auditors of the Company have conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly and their reports have been well received by the Audit Committee.

DIRECTORS

During the period under review, Mr. Rajesh Adhikary was appointed as the Alternate Director to Mr. Sunil Diwakar, Director of the Company with effect from 11th February, 2011. Mr. Adhikari ceased to be Alternate Director to Mr. Sunil Diwakar w.e.f. 30th May, 2011.

In accordance with the requirement of the Companies Act, 1956 and pursuant to the Article 116 of the Articles of Association, two of your Directors viz. Mr. S. K. Chhibber and Mr. Lalit Bhasin retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

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 year ended 31st March, 2011, the applicable Accounting Standards have been followed along with proper explanation relating to any 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 annual accounts.

INFORMATION REGARDING CONSERVATION OF ENERGY ETC.

Information required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 pertaining to the conservation of energy, technology absorption, foreign exchange earnings and outgo are to the extent possible, in the opinion of your Directors, given in Annexure A annexed hereto.

PERSONNEL

Your Directors wish to appreciate the dedicated efforts and hard work of personnel at all levels that has made the existing results possible.

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of this Report, is given in Annexure B annexed hereto.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance for the Financial Year 2010-11 together with Auditors Certificate on Corporate Governance is appended to the Annual 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

India as a destination has become far more attractive to foreign tourists as evidenced by the fact that as per a report published by the World Travel and Tourism Council, India stood 18th as far as business travel was concerned and it featured alongside the top 5 most visited destinations in 2010.

According to a study conducted by the World Travel and Tourism Council the hospitality industry in India is all set to grow at a steady rate of 15 percent per annum. However the growth rate will shoot up in the next few years considering the number of rooms required by both luxury and budget hotels. Indian Hotel Industry is adding about 60,000 quality rooms, currently in different stages of planning and development and should be ready in next two to three years. With the GDP growth of 8-9%, the demand for the hotel rooms is also increasing in the same pace, if not more. The hotel Companies are expected to do well accordingly.

Dwelling perfectly on the principle of ATITHI DEVO BHAVA (GUEST IS GOD) the Hotels in India are just the apt concoction of luxury, humility and unparallel hospitality. The hotels in India are known for offering the best of products and services at absolutely pocket friendly rates.

Opportunities, Threats, Risks and Concerns

India has the potential to cater to the varying interests of the globetrotter whether it be in the form of centers of spirituality, adventure sports or world renowned heritage sites. Hotel business in general is sensitive to fluctuations in the economy and may be unfavorably affected by changes in global and domestic economies, changes in local market situations, government policies and fluctuations in interest and foreign exchange rates and other natural and social factors.

However the following factors may be a cause of concern and pose a road block in Indias tourism industry achieving its true potential:

1. Internal Security, Law & Order situations and political stability.

2. Regional security threats.

3. Public health and Hygiene.

4. Government policies and Economic Conditions.

5. Competition

6. Operational Hazards, Industrial Accidents and public liabilities.

7. Frauds and pilferages.

8. High Operating Leverage

Review of Operational and Financial Performance

The Company has achieved an aggregate turnover of Rs. 137.59 Crores (Previous period Rs. 60.58 Crores) for the financial year ended on 31st March, 2011. Profit after taxes for the year under review was Rs. 16.92 Crores (Previous period Rs. 9.98 Crores).

Segment wise Performance

During the period under review, the Company is engaged in only one segment of Hotel Business at Mumbai, hence segment wise performance is not applicable.

Internal Control Systems and their Adequacy

The Company has standard operating procedures. 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. The internal auditors of the Company had regularly conducted exhaustive internal audits pertaining to all operational areas and their reports were placed before the Audit Committee for its review and recommendations.

Human Resources and Industrial Relations

Smooth Industrial Relations and effective Human Resource Management are the key factors contributing towards success in the industry. As our company is part of the hospitality industry the importance of efficient and motivated human resources helps in achieving complete customer satisfaction, which in turn has direct impact on the brand image and turnover of the company. The Company enjoys harmonious relationship with its employees. The employee strength of the Company, as on 31st March, 2011 was 678.

ACKNOWLEDGEMENT

Your Directors would like to express its sincere appreciation and gratitude to the Companys valued customers, the Government of India, State Governments, various Financial Institution(s) and Banks for their continued support and confidence in the Company. The Board would also like to place on record its deep sense of appreciation for the continued confidence reposed in the Company by the Shareholders as well as the sincere efforts put in by the executives and staff at all levels for progress of the Company.

For and on behalf of the Board For Asian Hotels (West) Limited

Sushil Gupta Chairman and Managing Director

Place : New Delhi Date : 30th May, 2011


Mar 31, 2010

The Directors have pleasure in presenting their 3rd Annual Report and Audited Accounts for the Financial Year ended on 31st March 2010 (from 1st July, 2009 to 31st March, 2010).

OBJECTS, OPERATIONS AND FINANCIAL RESULTS

The Current Financial Year of the Company was for a period of nine months and accordingly, the Annual Accounts have been prepared for a period of nine months ended on 31st March, 2010. (i.e. from 1st July, 2009 to 31st March, 2010). However, the Financial Statements for Financial Year 2009-10 represents operations of Hotel Hyatt Regency, Mumbai for only 5 (five) months period commencing from 1st November, 2009 and ending on 31st March, 2010.

A summarized position of the profits, taxation, dividend, pay-out and transfer to reserves for the year under review is given below:

(Rupees in crores) PARTICULARS 2009-10*# 2008-09#

(Nine month period) (Fifteen month period)

Income 60.58 0.00

Expenditure 41.19 0.76

Profit Before Interest & Depreciation 19.39 (0.76)

Depreciation 4.25 -

Interest - -

Profit Before Tax 15.14 (0.76)

Provision for Taxation

- Current Tax 5.00 -

- Deferred Tax 0.16 -

Net Profit 9.98 (0.76)

Amount Brought Forward (0.77) (0.01)

Transferred pursuant to Scheme of Arrangement & Demerger 93.39 -

Profit Available for Appropriation 102.60 (0.77)

Transfer to General Reserve 1.00 -

Proposed Dividend on Equity Shares 3.42 -

Proposed Dividend on Non Convertible Preference Shares 0.02 -

Proposed Dividend on Fully Convertible Preference Shares 0.00 -

Corporate Dividend Tax 0.59 -

Surplus Carried Forward 97.57 (0.77)

Earning Per Share - Diluted & Basic (Rupees) 15.67 (151.30)

* Financial Statements represents operations of Hotel Hyatt Regency, Mumbai for only 5 (five) months period commencing from 1st November, 2009 and ending on 31st March, 2010.

# Pursuant to Scheme of Arrangement and Demerger of erstwhile Asian Hotels Limited (Transferor Company) and its Shareholders and Creditors; Chillwinds Hotels Limited (Transferee Company-I/Asian Hotels (West) Limited) and its Shareholders; and Vardhman Hotels Limited (Transferee Company-ll) and its Shareholders (the Scheme) becoming effective, the Mumbai undertaking of Transferor Company stand demerged and vested in the Company from the close of 31 st October, 2009 being the appointed date. Thus the figures for the Financial Year 2009-10 are not comparable to those of the Financial Year 2008-09.

SCHEME OF ARRANGEMENT AND DEMERGER

During the period under review, the Scheme of Arrangement and Demerger between erstwhile Asian Hotels Limited (Transferor Company) and its Shareholders and Creditors; Chillwinds Hotels Limited (Transferee Company-I) and its Shareholders; and Vardhman Hotels Limited (Transferee Company-ll) and its Shareholders (the Scheme) was approved by the Honble High Court of Delhi at New Delhi vide Order dated 13th January, 2010.

The Scheme became effective on 11th February, 2010 i.e. the date of filing of the Order of Honble High Court with the office of the Registrar of Companies, NCT of Delhi and Haryana w.e.f the close of 31st October, 2009, being the Appointed Date. Pursuant to effectiveness of the Scheme, the following actions, interalia, came into effect/were undertaken by the Company:

i) Demerger and vesting of the Mumbai Undertaking of erstwhile Asian Hotels Limited (Transferor Company) consisting of Hotel Hyatt Regency, Mumbai and investments in the shares of Aria Hotels and Consultancy Services Pvt. Ltd. in Chillwinds Hotels Limited (Transferee Company I).

ii) Change of name of the Company from Chillwinds Hotels Limited (Transferee Company I) to Asian Hotels (West) Limited w.e.f. 12th February, 2010

iii) Issuance and allotment of 1,14,01,782 equity shares of Rs. 10/- each (fully paid up) to the equity shareholders of erstwhile Asian Hotels Limited.

The paid- up Equity Share Capital of erstwhile Asian Hotels Limited (Transferor Company) before Demerger was Rs.22,80,35,640/-. Upon the effectiveness of the Scheme, the paid-up Equity Share Capital was deemed to have increased to Rs. 34,20,53,460/- after appropriation of general reserves to the extent of Rs. 11,40,17,820/-. The deemed increased paid up equity capital of the Transferor Company was equally allocated to the Asian Hotels (North) Limited (AHL Residual undertaking), Chillwinds Hotels Limited (Transferee Company-I/Asian Hotels (West) Limited) and Vardhman Hotels Limited (Transferee Company -11/ Asian Hotels (East) Limited). Therefore the paid up equity share Capital of the Company increased to Rs. 11,40,17,820/- w.e.f. the Appointed Date.

iv) Cancellation of original issued and Paid-up equity share capital i.e. 50,000 Equity Shares of Rs. 10/- each held by erstwhile Asian Hotels Limited in the Company.

v) Reissued 49,00,000 Non-Convertible Redeemable Preference Shares (NCPS) of face value of Rs.10/- each at a premium of Rs. 80/- each to Infrastructure Development Finance Company Limited (IDFC) and 50,000 NCPS of face value of Rs.10/- each at a premium of Rs. 80/- each to Magus Estates and Hotels Limited (MAGUS) credited as fully paid up w.e.f. the Appointed Date.

As per the terms of issue, the aforesaid NCPS were redeemed by the Company on 30th June, 2010.

vi) Reissued 18,520 Fully-Convertible Redeemable Preference Shares (FCPS) of face value of Rs.10/- each at a premium of Rs. 530/- each to Fineline Holdings Limited, Mauritius and 9,260 FCPS of face value of Rs.10/- each at a premium of Rs. 530/- each to UDT Enterprises Pty. Ltd. Australia credited as fully paid up w.e.f. the Appointed Date.

The aforesaid FCPS shall be convertible, in one or more tranches, into equity shares of face value of Rs. 10/- each of the Company, at a conversion price calculated in accordance with SEBI Guidelines, at any time during the period commencing 4th March, 2011 & ending 30th April, 2011 as may be decided by respective subscribers. In the event any Subscriber does not exercise its option within the time limits prescribed above, the FCPS held by such the subscriber would compulsorily get converted into equity shares on 30th April, 2010.

LISTING OF EQUITY SHARES OF THE COMPANY

During the period under review, the Company executed Listing Agreement with the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE) and the Equity Shares of the Company have been listed for trading at BSE and NSE on 5th August, 2010.

CHANGE OF REGISTERED OFFICE OF THE COMPANY

During the period under review, the Registered Office of the Company was shifted from D-4, Clarion Collection - The Qutab Hotel, Shaheed Jeet Singh Marg, New Delhi 110016 to E-5, Clarion Collection - The Qutab Hotel, Shaheed Jeet Singh Marg, New Delhi 110016

DIVIDEND

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

The Board has recommended for approval of shareholders, a dividend of 30% on the equity shares of the Company, aggregating a distribution of Rs. 3.42 Crores for the Financial Year ended 31st March, 2010 and dividend on 1% Cumulative Redeemable Fully-Convertible Preference Shares (FCPS) of the face value of Rs. 10/- each.

SUBSIDIARY COMPANY

As stated above, upon the effectiveness of the Scheme, Aria Hotels and Consultancy Services Private Limited (Aria) became the Subsidiary of the Company.

Aria, is developing a 500+ rooms 5 Star Deluxe Hotel under the Brand J.W. Marriott, at Delhi Aerocity near the Indira Gandhi International Airport at New Delhi which is expected to be operational by 2nd Quarter of year 2012. The total cost of the project is envisaged at approx Rs. 700 crores and the entire funding for the project has been tied up and the Directors are pleased to inform that IL&FS Group has entered into Agreement for taking 32.65% equity stake in Aria for a consideration of Rs. 80 Crores.

As required under Section 212 of the Companies Act, 1956, the audited Annual Accounts along with the Auditors Report and Directors Report thereon for the year ended 31st March, 2010 of the Aria Hotels and Consultancy Services Private Limited are annexed to the Annual Report.

FOREIGN EXCHANGE RECEIPTS

The Companys earnings in the foreign exchange for the Financial Year ending 31st March, 2010 was Rs. 34.83 Crores.

FUTURE PROSPECTS

The Company is on the look out for sites having growth potential and your Directors are reasonably confident that the restructuring of the Company will result in expanding our footprint and thereby enhancing the Shareholders value.

In addition the Company is also exploring the possibility of entering into mid market segment hotels to achieve sustainable and balanced profitable growth.

AUDITORS

M/s. S. S. Kothari Mehta & Co. Chartered Accountants, the present Auditors of the Company, retire at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. They have certified that their appointment, if made, will be in accordance with the limits prescribed under Section 224(1 B) of the Companies Act, 1956. The Audit Committee of the Board of Directors of the Company has recommended their re-appointment.

INTERNAL AUDIT

Prior to the effectiveness of the Scheme, M/s. S.S. Kothari Mehta & Co., Chartered Accountants, were undertaking the internal audit of Hotel Hyatt Regency, Mumbai. However after the effectiveness of the Scheme, M/s S. S. Kothari Mehta & Co., being also the Statutory Auditors of the Company, resigned from the office of Internal Auditors and the assignment was handed over to M/s KSMN & Co., Chartered Accountants who have conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly and their reports have been well received by the Audit Committee.

DIRECTORS

Mr. Sushil Gupta has been appointed as Managing Director for a period of five years with effect from 1 st November, 2009 subject to the approval of the Shareholders at the ensuing Annual General Meeting. Mr. Sudhir Gupta & Mr. Sandeep Gupta have been appointed as Executive (Whole-time) Directors of the Company for a period of five years with effect from 10th May, 2010 subject to shareholders approval in ensuing Anuual General Meeting. During the period under review, Mr. Shiv Kumar Jatia and Mr. Umesh Saraf resigned from the Directorship of the Company w.e.f. 11th February, 2010. The Board placed on records its appreciation of the valuable services rendered by them to the Company.

Mr. Sunil Diwakar was appointed as an Additional Director on 10th August, 2010 who shall hold office up to the date of the ensuing Annual General Meeting. The Company has received notice under section 257 of the Act proposing his candidature for the office of the Director. In accordance with the requirement of the Companies Act, 1956 and pursuant to the Article 116 of the Articles of Association, one of your Directors viz. Mr. R. K. Bhargava retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

SECRETARY

During the period under review, pursuant to Section 383A of the Companies Act, 1956 Mr. Girdhari Lai Bagaria was appointed as Company Secretary w.e.f. 26th November, 2009. Mr. Bagaria resigned from the post of Company Secretary of the Company w.e.f. 12th February, 2010 and Mr. Nikhil Sethi was appointed as Company Secretary cum Compliance Officer of the Company w.e.f. 15th February, 2010.

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 year ended 31 st March, 2010, the applicable Accounting Standards have been followed along with proper explanation relating to any 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 annual accounts.

The Audit Committee of the Board of Directors reviewed the financial statements for the year under review at its meeting held on 21st May, 2010 and recommended the same for the approval of the Board of Directors.

INFORMATION REGARDING CONSERVATION OF ENERGY ETC.

Information required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 pertaining to the conservation of energy, technology absorption, foreign exchange earnings and outgo are to the extent possible, in the opinion of your Directors, given in Annexure A annexed hereto.

PERSONNEL

Your Directors wish to appreciate the dedicated efforts and hard work of personnel at all levels that has made the existing results possible.

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of this Report, is given in Annexure B.

DEBENTURE ISSUE

During the period under review, the Company has issued 1000 Rated, Taxable, Secured, Redeemable, Non - Convertible Debentures (NCDs) of the face value of Rs. 10 Lacs each, aggregating to Rs. 100 Crores, on private placement basis to Kotak Mahindra Bank Limited on 25th June, 2010. The NCDs were listed on the Whole-sale Debt Market at the National Stock Exchange of India Limited (NSE) w.e.f. 8th July, 2010.

The Company has appointed M/s IDBI Trusteeship Services Limited, Mumbai as the Debenture Trustee and M/s Karvy Computershare Pvt. Ltd. as Registrar and Transfer Agents in relation to the aforesaid NCDs.

ACQUISITION OF LAND AT PUNE

During the period under review, the Company has acquired immovable property / land, approved for construction of a Hotel, admeasuring approx. 4600 Sq. Mtrs at Pune, Maharashtra at a consideration of Rs.7.43 Crores from M/s Inovoa Hotels & Resorts Limited.

EXEMPTION FROM DISCLOSING QUANTITY WISE DETAILS

As the turnover of the Company is in respect of Food and Beverages, it is not possible to give quantity-wise details of the turnover. Vide order No. 46/171/2010-CL-III dated 28th June, 2010 issued by the Ministry of Corporate Affairs, the Company has been exempted from giving these particulars for the year ending on 31st March, 2010; 31st March, 2011 and 31st March, 2012 subject to certain disclosures.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance together with Auditors Certificate on Corporate Governance is appended to the Annual Report as Annexure C and D respectively.

ACKNOWLEDGEMENT

Your Directors would like to express its sincere appreciation and gratitude to the Companys valued customers, the Government of India, Government of Delhi & Maharashtra, various Financial Institution(s) and Banks for their continued support and confidence in the Company.

The Board would also like to place on record its deep sense of appreciation for the continued confidence reposed in the Company by the Shareholders as well as the sincere efforts put in by the executives and staff at all levels for progress of the Company.

For and on behalf of the Board of Asian Hotels (West)Limited Place :New Delhi Sushil Gupta Dated :10th August,2010 Chairman and Managing Director


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-month period) (Twelve- month period)

Sales Turnover (Net) 641.53 513.52

Profit Before Interest & Depreciation etc. 224.48 248.58

tInterest 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

tSubsequent 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, 1955 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.

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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