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Directors Report of Graviss Hospitality Ltd.

Mar 31, 2016

Directors’ Report

The Members of Graviss Hospitality Limited

The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2016.

(Rs. in Lacs)

Particulars

For the year ended 31st March, 2016

For the year ended 31st March, 2015

Gross Income

5,011

5,182

Profit Before Interest & Depreciation

267

459

Finance Charges

139

137

Gross Profit

128

322

Provision for Depreciation

470

573

Net Profit Before Tax

(342)

(251)

Provision for Tax

100

—

Net Profit After Tax

(242)

(222)

Balance of Profit brought forward

672

894

Balance available for appropriation

—

—

Proposed Dividend on Equity Shares

—

—

Tax on Proposed Dividend

—

—

Transfer to General Reserve

430

672

1. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

The Company is running Hospitality business through its Hotel viz. Intercontinental - Marine Drive (ICMD) & a Banquet popularly known as Mayfair Banquets and there is no change in the business activity or nature.

2. DIVIDEND:

Company has not declared any Dividend during the Financial year 2015-2016 under review.

3. BOARD MEETINGS:

The details of the number of Meetings of Board held during the financial year 2015-2016 forms part of the Corporate Governance Report.

4. DIRECTORS AND KEY MANAGEMENT PERSONNEL:

1. During the Financial year 2015-2016, the Board appointed Ms. Mala Todarwal as Additional Director w.e.f. 4th November, 2015.

2. Mrs. Tina Pardal resigned from the Directorship of the Company w.e.f. 4th November, 2015.

3. Mr. Amit Jain - Chief Financial Officer (CFO) of the Company was appointed in place of Mr. Rajendra Agrawal who resigned as Chief Financial Officer (w.e.f. 12th August, 2015).

Disclosure U/s.149(10) on Appointment of Independent directors for the second term by way of special resolution:

None of the Directors are liable for re- appointment for the second term by way of special resolution during the year.

5. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

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

(ANNEXURE I)

6. COMPOSITION OF AUDIT COMMITTEE:

The details of the composition of the audit Committee forms part of the Corporate Governance Report.

VIGIL MECHANISM:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as per Clause 22 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 the Company has formulated policy on vigil mechanism as below to safeguard the interest of Directors and employees.

WHISTLE BLOWER:

The company has established mechanism for Directors / Employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the code of conduct or ethics policy. It also provides for adequate safeguards against victimization of directors/employees who avail of the mechanism. The company affirms that no personnel has been denied access to the audit committee. The Company has formulated a Policy of Vigil Mechanism and has established a mechanism that any personnel may raise Reportable Matters within 60 days after becoming aware of the same. All suspected violations and Reportable Matters are reported to the Chairman of the Audit Committee The key directions/actions will be informed to the Managing Director of the Company.

7. DIRECTORS’ RESPONSIBILTY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(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 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.

8. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES:

The Company has made Loss of Rs. 342 Lacs before Tax during the year as against a loss of Rs. 251 Lacs last year.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY M/s Graviss Hotels & Resorts Ltd.:

The Company has made Loss of Rs. 98.49 Lacs during the year against a loss of Rs. 12.45 Lacs last year.

M/s Graviss Catering Pvt. Ltd.:

The PBT of the Company is Rs. 3.77 Lacs during the year against Profit of Rs. 24.85 Lacs Last year.

M/s Hotel Kanakeshwar Pvt. Ltd.:

The Company has made Loss of Rs. 0.06 Lacs during the year against a loss of Rs. 0.06 Lacs last year.

Details of the Companies which have become / ceased to be its Subsidiary/ JV/ Associate Company.

N.A.

9. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report.

ANNEXURE - II

10. AUDITORS:

The Auditors, M/s V. Sankar Aiyar & Co, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment from the conclusion of ensuing Annual General Meeting [AGM] till the conclusion of the next Annual General Meeting of the Company.

SECRETARIAL AUDIT:

Secretarial audit report as provided by M/s Martinho Ferrao & Associates, Practicing Company Secretary is annexed to this Report as ANNEXURE III

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO (section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014):

(A) Conservation of energy and Technology Absorption:

The Company has entered, to avail international technology and expertise, into various strategic agreements with InterContinental Hotels Corporation, USA (IHC) and its affiliates. As a part of these agreements, IHC and its affiliates are required to provide technical services, marketing reservation and system support to the Company for its Hotel situated at Marine Drive-Mumbai.

(B) Foreign exchange earnings and outgo

(Rs. in Lacs)

Particulars

Current Year 2015-2016

Previous year 2014-2015

CIF Value of Imports

0.82

0.00

Expenditure in Foreign Currency

267

306

Earnings in Foreign Exchange

1,423

1,463

12. The Company has not accepted any deposits during the year.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Details about the adequacy of Internal Financial Controls with reference to the Financial Statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company have duly complied with the provision of Section 186 of the Companies Act, 2013 and it has taken

SECURED LOANS: 993.48

UNSECURED LOANS: —

CURRENT/NON-CURRENT INVESTMENTS: 21.83 GUARANTEES: —

SECURITIES EXTENDED: —

13. RISK MANAGEMENT

The details are mentioned in the Corporate Governance Report.

14. RELATED PARTY TRANSACTIONS:

Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in Form AOC-2 as ANNEXURE - IV

15. EVALUATION OF THE BOARD:

The Nomination & Remuneration Committee has approved the Policy on Board evaluation, evaluation of Board Committees'' functioning and individual Director evaluation. In keeping with the Company''s belief that it is the collective effectiveness of the Board that impacts Company performance, the primary evaluation platform is that of collective performance of the Board as a whole.

Board performance is assessed against the role and responsibilities of the Board as provided in the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 read with the Company''s Governance Policy.

The parameters for Board performance evaluation have been derived from the Board''s core role of trusteeship to protect and enhance shareholder value as well as fulfill expectations of other stakeholders through strategic supervision of the Company. Evaluation of functioning of Board Committees is based on discussions amongst Committee members and shared by each Committee Chairman with the Board.

Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings, in assisting the Board in realizing its role of strategic supervision of the functioning of the Company in pursuit of its purpose and goals.

While the Board evaluated its performance against the parameters laid down by the Nomination & Remuneration Committee, the evaluation of individual Directors was carried out anonymously in order to ensure objectivity. Reports on functioning of Committees were placed by the respective Committee Chairman before the Board.

16. REMUNERATION AND NOMINATION POLICY

The Board has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down, a criteria for selection and appointment of Board Members. The details of this policy are explained in Corporate Governance.

17. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to BSE where the Company''s Shares are listed.

Company has paid Annual Listing fees Rs. 2,29,000/- on 26th April, 2016 for the year 2016-2017.

18. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 72 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. A report on Corporate Governance is included as a part of this Annual Report as

ANNEXURE V

Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 72 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is attached to this Report.

ANNEXURE INDEX

I. Format of declaration by Independent Director

II. Annual Return Extracts in MGT 9

III. Secretarial Audit Report

IV. AOC 2 - Related Party Transactions disclosure

V. Corporate Governance

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Board of Directors

M/s. Graviss Hospitality Ltd.

Mumbai

Dear Sir,

I undertake to comply with the conditions laid down in Clause 17(5) clause 26(3) of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 read with section 149 and Schedule IV of the Companies Act, 2013 in relation to conditions of independence and in particular:

(a) I declare that upto the date of this certificate, apart from receiving director''s remuneration, I did not have any material pecuniary relationship or transactions with the Company, its promoter, its directors, senior management or its holding Company, its subsidiary and associates as named in the Annexure thereto which may affect my independence as director on the Board of the Company. I further declare that I will not enter into any such relationship/transactions. However, if and when I intend to enter into such relationships/transactions, whether material or non-material I shall keep prior approval of the Board. I agree that I shall cease to be an independent director from the date of entering into such relationship/transaction.

(b) I declare that I am not related to promoters or persons occupying management positions at the Board level or at one level below the board and also have not been executive of the Company in the immediately preceding three financial years.

(c) I was not a partner or an executive or was also not partner or executive during the preceding three years, of any of the following:

(i) the statutory audit firm or the internal audit firm that is associated with the Company and

(ii) the legal firm(s) and consulting firm(s) that have a material association with the company

(d) I have not been a material suppliers, service provider or customer or lessor or lessee of the company, which may affect independence of the director, and was not a substantial shareholder of the Company i.e., owning two percent or more of the block of voting shares.

Thanking You.

Yours Faithfully,

Date: May 24, 2016

Place : Mumbai Sd/-

R.K.P. Shankardass, Mahendra V. Doshi, Harindra Singh, Gulshan Bijlani

Independent Directors


Mar 31, 2014

The Directors are pleased to present their 53rd Annual Report together with the Audited Financial Accounts for the year ended 31st March, 2014:

1. SNAP SHOT OF FINANCIAL RESULTS: (Consolidated)

(Rs. in Lacs)

For the year ended For the year ended 31st March, 2014 31st March, 2013

Income 5,098 5,602

Profit before Interest & Depreciation 385 598

Interest 52 43

Depreciation 453 502

Profit before Taxation (120) 53

Provision for Taxation

Current tax (1) (200)

Deferred Tax Credit 15 45

Previous year - (13)

Profit for the year (107) (115)

Balance brought forward from last period 1,000 1,434

Balance carried forward 894 1,000



2. OPERATIONAL PERFORMANCE:

During the financial year ended 31st March 2014, the total revenue was Rs. 5,098 Lacs as compared to Rs. 5,602 Lacs. The Net loss after tax stood at Rs.107 Lacs as against Loss of Rs. 115 Lacs during the previous year.

3. DIVIDEND:

During the year under review, your company had not declared any Dividend for the financial year ended 31st March 2014.

4. DIRECTORS:

Impending notification of Section 149 and other applicable provisions of the Companies Act,2013,your Directors are seeking appointment of Mr. Harindra Singh, Mr. Mahindra V.Doshi, Mr. R.K.P. Shankardass and Mr. Gulshan Bijlani as Independent Directors for five consecutive years for a term up to 31st March 2019. Details of their proposal for appointment are mentioned in the explanatory statement under Section 102 of the Companies Act, 2013 of the Notice of the 53,d Annual General Meeting.

A brief resume of the Director reappointed at the ensuing Annual General Meeting, nature of expertise and name of companies in which he holds directorship and/or membership/chairmanship of the committees of the Board as stipulated under clause 49 of the Listing Agreement is annexed to the Notice forming part of the Annual Report

5. MANAGEMENT DISCUSSION AND ANALYSIS:

A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report.

6. DIRECTORS'' RESPONSIBILTY STATEMENT:

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

(i) In preparation of the accounts, the applicable accounting standards have been followed along with proper ''explanation relating to material departures;

(ii) 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 true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Loss (Consolidated) of the Company for the year ended 31st March 2014;

(iii) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis.

7. SUBSIDIARY COMPANIES:

In terms of the approval granted by your Directors vide circular resolution dated March 7, 2011 and in compliance with the circular issued by Ministry of Corporate Affairs on February 8, 2011, copies of the Balance Sheet, Profit and Loss account, Report of the Board of Directors and Auditors of Subsidiaries have not been attached with the Balance Sheet of the Company. The Annual Accounts and other related detailed information of the Company as well as of the subsidiary companies will be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. The Annual accounts of the company as well as of the subsidiary companies will also be kept for inspection by any shareholders in the head office of the company and the subsidiary companies concerned.

8. CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in attaching the duly audited Consolidated Financial Statements of the holding company and all its subsidiaries as a part of the Annual Report and prepared in accordance with the Accounting Standards 21 issued by the Institute of Chartered Accountants of India and where applicable, Listing Agreement, as prescribed by the Securities Exchange Board of India.

9. FIXED DEPOSITS:

During the Year under review, your Company has not accepted or invited any deposits from public.

10. CORPORATE GOVERANCE:

The Company has adopted the corporate governance policies which has set out the systems, process and policies vital to enable companies to compete globally in a sustained manner and let them flourish and grow. A separate report on Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual report. A Certificate from the auditors of the Company M/s V. Sankar Aiyar & Co., confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid clause 49 is annexed to this report.

11. CODE OF BUSINESS CONDUCT AND ETHICS:

As prescribed by the listing Agreement, the Board has adopted a "Code of Conduct" for the Board Members and Senior Management Personnel. During the year under review, all the Board members and the senior management personnel have complied with the Company''s Code of Conduct. A declaration to this effect signed by the Joint Managing Director has been obtained.

12. LISTING:

The equity shares of your company are presently listed on Bombay Stock Exchange Limited and company has paid the listing fees for the financial year 2014-2015.

13. PARTICULARS OF EMPLOYEES:

During the year under review, None of the employees of the Company is covered under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956 read with companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy and technology is that the Company has entered, to avail international technology and expertise, into various strategic agreements with Inter-Continental Hotels Corporation, USA (IHC) and its affiliates. As a part of these agreements, IHC and its affiliates are required to provide technical services, marketing reservation and system support to the Company for its Hotel situated at Marine Drive-Mumbai.

FOREIGN EXCHANGE EARNING AND OUTGO:

(Rs. in Lacs)

Particulars Current Year Previous year 2013-2014 2012-2013

CIF Value of Imports 91 19

Expenditure in Foreign Currency 279 356

Earnings in Foreign Exchange 1356 1636

15. RELATED PARTY DISCLOSURES:

The company has made disclosures in compliance with the Accounting Standards on Related Party Disclosures as required by clause 32 of the Listing Agreements with the stock exchanges. r

16. AUDITORS:

At the Annual General Meeting, M/s. V. Sankar Aiyer & Co, Chartered Accountants who are the Statutory Auditors of the Company, will retire and being eligible, have offered themselves for re-appointment as the Company''s auditors. In the terms of the provisions of Section 224(1 )(B) of the Companies Act, 1956, the Company has obtained a written confirmation from M/s. V. Sankar Aiyer & Co that their re-appointment, if made, at the ensuing Annual General Meeting, would be in conformity within the limits specified in the Section.

17. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the continued support and co-operation of the shareholders, banks, various regulatory authorities and central and state government officials, vendors, customers and for valuable contributions made by the employees of the company.



For and on behalf of the Board of Directors



Mumbai DALIP SEHGAL GAURAV GHAI

Dated: April 23, 2014 Director Joint Managing Director


Mar 31, 2013

The Members of Graviss Hospitality Limited

The Directors are pleased to present their 52nd Annual Report together with the Audited Financial Accounts for the year ended 31st March, 2013:

1. SNAP SHOT OF FINANCIAL RESULTS:

(Rs. in Lacs) For the year ended For the year ended 31st March, 2013 31st March, 2012

Income 5,325 6,210

Profit before Interest & Depreciation 1,034 1,461

Interest 28 78

Depreciation 499 502

Profit before Taxation 507 881

Provision for Taxation:

Current tax (195) (290)

Deferred Tax Credit 45 45

Profit for the year 357 636

Balance brought forward from last year 1,821 1,490

Balance carried forward 1,859 1,821

2. OPERATIONAL PERFORMANCE:

During the financial year ended 31st March 2013, the total revenue was Rs. 5,325 Lacs as compared to Rs. 6,210 Lacs in the last year. The Net profit after tax stood at Rs. 357 Lacs as against profit of Rs. 636 Lacs during the previous year.

3. DIVIDEND:

During the year under review, your company had not declared any Dividend for the financial year ended 31st March 2013.

4. DIRECTORS:

In terms of the provisions of sections 255 and 256 of the Companies Act, 1956, Mr. Mahendra V. Doshi and Mr. R.K.P Shankardass, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for reappointment.

A brief resume of the Directors reappointed at the ensuing Annual General Meeting, nature of expertise and name of companies in which he holds directorship and/or membership/chairmanship of the committees of the Board as stipulated under clause 49 of the Listing Agreement is annexed to the Notice forming part of the Annual Report.

5. MANAGEMENT DISCUSSION AND ANALYSIS:

A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report.

6. DIRECTORS'' RESPONSIBILTY STATEMENT:

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

(i) In preparation of the accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the Loss (Consolidated) of the Company for the year ended 31st March 2013;

(iii) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis.

7. SUBSIDIARY COMPANIES:

In terms of the approval granted by your Directors vide circular resolution dated March 7, 2011 and in compliance with the circular issued by Ministry of Corporate Affairs on February 8, 2011, copies of the Balance Sheet, Profit and Loss account, Report of the Board of Directors and Auditors of Subsidiaries have not been attached with the Balance Sheet of the Company. The Annual Accounts and other related detailed information of the Company as well as of the subsidiary companies will be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. The Annual accounts of the company as well as of the subsidiary companies will also be kept for inspection by any shareholders in the head office of the company and the subsidiary companies concerned.

8. CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in attaching the duly audited Consolidated Financial Statements of the holding company and all its subsidiaries as a part of the Annual Report and prepared in accordance with the Accounting Standards 21 issued by the Institute of Chartered Accountants of India and where applicable, Listing Agreement, as prescribed by the Securities Exchange Board of India.

9. FIXED DEPOSITS:

During the Year under review, your Company has not accepted or invited any deposits from public.

10. CORPORATE GOVERANCE:

The Company has adopted the corporate governance policies which has set out the systems, process and policies vital to enable companies to compete globally in a sustained manner and let them flourish and grow. A separate report on Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual report. A Certificate from the auditors of the Company M/s V. Sankar Aiyar & Co., confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid clause 49 is annexed to this report.

11. CODE OF BUSINESS CONDUCT AND ETHICS:

As prescribed by the listing Agreement, the Board has adopted a "Code of Conduct" for the Board Members and Senior Management Personnel. During the year under review, all the Board members and the senior management personnel have complied with the Company''s Code of Conduct. A declaration to this effect signed by the CEO has been obtained.

12. LISTING:

The equity shares of your company are presently listed on Bombay Stock Exchange Limited and company has paid the listing fees for the financial year 2013-2014.

13. PARTICULARS OF EMPLOYEES:

During the year under review, None of the employees of the Company is covered under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956 read with companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy and technology is that the Company has entered, to avail international technology and expertise, into various strategic agreements with Inter-Continental Hotels Corporation, USA (IHC) and its affiliates. As a part of these agreements, IHC and its affiliates are required to provide technical services, marketing reservation and system support to the Company for its Hotel situated at Marine Drive-Mumbai.

FOREIGN EXCHANGE EARNING AND OUTGO:

(Rs. in Lacs)

Particulars Current Year Previous year 2012-2013 2011-2012

CIF Value of Imports 19 67

Expenditure in Foreign Currency 356 216

Earnings in Foreign Exchange 1636 1826

15. RELATED PARTY DISCLOSURES:

The company has made disclosures in compliance with the Accounting Standards on Related Party Disclosures as required by clause 32 of the Listing Agreements with the stock exchanges.

16. BUYBACK OF SHARES:

During the current financial year, the Company''s subsidiary, Graviss Hotels & Resorts Limited, had sold one property and had repaid the unsecured loan owed by it to the Company. The Company therefore had substantial cash surplus leading to a favorable liquidity position. The management had considered the buy back of the Equity Shares of the Company as an effective way of utilizing the surplus cash which was more than what was needed for regular business operations. The rationale behind buyback was to:

- reduce outstanding number of Equity Shares and consequently increase Earnings Per Share over a period of time;

- effectively utilize surplus cash; and

- make the Balance Sheet leaner and more efficient to improve key return ratios like Return on Net Worth, Return on Assets etc.

The Company therefore bought back 1,59,25,925 fully paid-up Equity Shares of face value of Rs. 2 each from the shareholders / beneficial owners holding Equity Shares as on record date i.e. February 22, 2013, on a proportionate basis, through the tender offer process, in accordance with the provisions of Sections 77A, 77AA, 77B and other applicable provisions of the Companies Act, 1956, the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 and Listing Agreement entered with the BSE Limited at a price of Rs. 27 per Equity Share payable in cash, for an aggregate maximum amount of Rs. 43.00 Crore. 117 shareholders participated in the offer and consequently, the current paid-up capital of the Company is 7,05,19,135 Equity shares of Rs.2/- each i.e. Rs.14,10,38,270/-.

17. AUDITORS:

At the Annual General Meeting, M/s. V. Sankar Aiyer & Co, Chartered Accountants who are the Statutory Auditors of the Company, will retire and being eligible, have offered themselves for re-appointment as the Company''s auditors. In the terms of the provisions of Section 224(1 )(B) of the Companies Act, 1956, the Company has obtained a written confirmation from M/s. V. Sankar Aiyer & Co that their re-appointment, if made, at the ensuing Annual General Meeting, would be in conformity within the limits specified in the Section.

18. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the continued support and co-operation of the shareholders, banks, various regulatory authorities and central and state government officials, vendors, customers and for valuable contributions made by the employees of the company.

For and on behalf of the Board of Directors

Mumbai DALIP SEHGAL GAURAV GHAI

Dated: April 25, 2013 Director Joint Managing Director


Mar 31, 2012

To The Members of Graviss Hospitality Limited

The Directors are pleased to present their 51st Annual Report together with the Audited Financial Accounts for the year ended 31st March, 2012 :

1. SNAP SHOT OF FINANCIAL RESULTS:

(Rs. in Lacs)

For the year ended For the year ended 31st March, 2012 31st March, 2011

Income 6210 7,136

Profit before Interest & Depreciation 1472 1,824

Interest 89 160

Depreciation 502 520

Profit before Taxation 881 1,144

Provision for Taxation:

Current tax (290) (220)

Deferred Tax Credit 45 100

MAT Credit set off 0 (255)

Profit for the year 636 769

Balance brought forward from last period 1490 1,109

Balance carried forward 1821 1,490

2. OPERATIONAL PERFORMANCE:

During the financial year ended 31st March, 2012, the sales and operating income was Rs. 6210 Lacs and last year it was Rs.7162 Lacs (which includes Rs. 636 lacs of special catering). The net profit after tax stood at Rs.636 Lacs as against Rs. 769 Lacs during the previous year.

3. DIVIDEND:

During the year under review, your company had declared an Interim dividend of Rs. 0.24 (12%) per equity share for the financial year ended 31s1 March, 2012 at its Board meeting held on January 31, 2012 which is treated as the final dividend.

4. DIRECTORS:

During the year, Mr. Ravi Ghai was re-appointed as the Managing Director for a term of five years we.f. 1st April, 2012 at the Board Meeting dated 31!t January, 2012, subject to the approval of the Members of the Company at the forthcoming Annual General Meeting of the Company. '

Mr. Gaurav Ghai will be re-appointed as the Joint Managing Director of the company w.e.f 11th May, 2012 for a further term of five years, as approved by the Board of Directors vide their Meeting held on 27th April, 2012, subject to the approval of the Members of the company at the forthcoming Annual General Meeting of the Company.

In terms of the provisions of sections 255 and 256 of the Companies Act, 1956, Mr. Gulshan Bijlani and Mr. Harindra Singh, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment.

During the year under review, Mr. Vikram Seth ceased to be the Director of the Company due to his pre-occupation.

Mr. Dalip Sehgal was appointed as an Additional Director pursuant to the provisions of Section 260 of the Companies Act, 1956 in its meeting held on 21st October, 2012. The approval of the shareholders is being sought for the appointment of Mr. Dalip Sehgal as Director of the Company at its ensuing Annual General Meeting of the company.

A brief resume of the Director reappointed/appointed at the ensuing Annual General Meeting, nature of expertise and name of companies in which he holds directorship and/or membership/chairmanship of the committees of the Board as stipulated under clause 49 of the Listing Agreement is annexed to the Notice forming part of the Annual Report.

5. MANAGEMENT DISCUSSION AND ANALYSIS:

A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report.

6. DIRECTORS' RESPONSIBILITY STATEMENT:

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

(i) In preparation of the accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 true and fair view of the state of affairs of the Company as at 31s1 March, 2012 and of the Profits of the Company for the year ended 31s1 March, 2012;

(iii) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis.

7. SUBSIDIARY COMPANIES:

In terms of the approval granted by your Directors vide circular resolution dated March 7, 2011 and in compliance with the circular issued by Ministry of Corporate Affairs on February 8, 2011, copies of the Balance Sheet, Profit and Loss account, Report of the Board of Directors and Auditors of Subsidiaries have not been attached with the Balance Sheet of the Company. The Annual Accounts and other related detailed information of the Company as well as of the subsidiary companies will be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. The Annual accounts of the company as well as of the subsidiary companies will also be kept for inspection by any shareholders in the head office of the company and the subsidiary companies concerned.

8. CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in attaching the duly audited Consolidated Financial Statements of the holding company and all its subsidiaries as a part of the Annual Report and prepared in accordance with the Accounting Standards 21 issued by the Institute of Chartered Accountants of India and where applicable, Listing Agreement, as prescribed by the Securities Exchange Board of India.

9. FIXED DEPOSITS:

During the Year under review, your Company has not accepted or invited any deposits from public.

10. CORPORATE GOVERANCE:

The Company has adopted the corporate governance policies which has set out the systems, process and policies vital to enable companies to compete globally in a sustained manner and let them flourish and grow. A separate report on Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual report. A Certificate from the auditors of the Company M/s V. Sankar Aiyar & Co., confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid clause 49 is annexed to this report.

11. CODE OF BUSINESS CONDUCT AND ETHICS:

As prescribed by the listing Agreement, the Board has adopted a "Code of Conduct" for the Board Members and Senior Management Personnel. During the year under review, all the Board members and the senior management personnel have complied with the Company's Code of Conduct. A declaration to this effect signed by the CEO has been obtained.

12. LISTING:

The equity shares of your company are presently listed on Bombay Stock Exchange Limited and company has paid the listing fees for the financial year 2012-2013.

13. PARTICULARS OF EMPLOYEES:

During the year under review, the Company has not employed any person who was in receipt of remuneration which, in aggregate, was not less than Rupees Five Lacs per month or Rupees Sixty Lacs per annum.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956 read with companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy and technology is that the Company has entered, to avail international technology and expertise, into various strategic agreements with Inter-Continental Hotels Corporation, USA (IHC) and its affiliates. As a part of these agreements, IHC and its affiliates are required to provide technical services, marketing reservation and system support to the Company for its Hotel situated at Marine Drive-Mumbai.

15. RELATED PARTY DISCLOSURES:

The company has made disclosures in compliance with the Accounting Standards on Related Party Disclosures as required by clause 32 of the Listing Agreements with the stock exchanges.

17. AUDITORS:

At the Annual General Meeting, M/s. V. Sankar Aiyer & Co, Chartered Accountants who are the Statutory Auditors of the Company, will retire and being eligible, have offered themselves for re-appointment as the Company's auditors. In the terms of the provisions of Section 224 (1)(B) of the Companies Act, 1956, the Company has obtained a written confirmation from M/s. V. Sankar Aiyer & Co that their re-appointment, if made, at the ensuing Annual General Meeting, would be in conformity within the limits specified in the Section.

18. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the continued support and co-operation of the shareholders, banks, various regulatory authorities and central and state government officials, vendors, customers and for valuable contributions made by the employees of the company.

For and on behalf of the Board of Directors

Mumbai RAVI GHAI

Dated: April 27, 2012 Chairman & Managing Director


Mar 31, 2011

The Directors are pleased to present their 50th Annual Report together with the Audited Financial Accounts for the year ended 31st March, 2011 :

1. SNAP SHOT OF FINANCIAL RESULTS: (Rs. in Lacs)

For the year ended For the year ended 31st March, 2011 31st March, 2010

Income 7,162 6,490

Profit before Interest, Depreciation 1,827 1,376

Interest 154 246

Depreciation 520 559

Profit before Taxation 1,144 572

Provision for Taxation:

Current tax (220) (75) Deferred Tax Credit 100 (201)

Fringe Benefit Tax 0 0

Profit for the year 769 307

Balance brought forward from last period 1,109 1,074

Balance carried forward 1,490 1,108

2. OPERATIONAL PERFORMANCE:

During the financial year ended 31st March 2011, the sales and operating income increased from Rs. 6490 Lacs to Rs. 7162 Lacs. The net profit after tax stood at Rs.769 Lacs as against Rs. 307 Lacs during the previous year. During the year under review, the company had discontinued the operations at Mayfair Banquets situated at Palm Beach Galleria Mall, Vashi, New Mumbai and Hermes Shopping Centre, Nagar Road, Yerawada, Pune.

3. DIVIDEND:

During the year under review, your company had declared an Interim dividend of Rs. 0.24 (12%) per equity share for the financial year ended 31st March 2011 at its Board meeting held on January 31, 2011.

Your Directors have recommended dividend of Rs. 0.06 (3%) per Equity share of Rs. 21- each for the financial year ended 31st March, 2011, which if approved at the ensuing annual general meeting, will be paid to the shareholders.

4. DIRECTORS:

In terms of the provisions of sections 255 and 256 of the Companies Act, 1956, Mr. R.K.P. Shankardass and Mr. Mahendra V. Doshi, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment.

During the year under review, Mrs. Krishna Kumari Ghai ceased to be the Director of the Company due to her sudden death on 14th November, 2010.

Mr. Vikram Seth was appointed as an Additional Director pursuant to the provisions of Section 260 of the Companies Act, 1956 in its meeting held on April 29, 2011. The approval of the shareholders is being sought for the appointment of Mr. Vikram Seth as Director of the Company at its ensuing Annual General Meeting of the company.

A brief resume of the Director reappointed/appointed at the ensuing Annual General Meeting, nature of expertise and name of companies in which he holds directorship and/or membership/chairmanship of the committees of the Board as stipulated under clause 49 of the Listing Agreement is annexed to the Notice forming part of the Annual Report.

5. MANAGEMENT DISCUSSION AND ANALYSIS:

A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report.

6. DIRECTORS RESPONSIBILTY STATEMENT:

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

(i) In preparation of the accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the Profits of the Company for the year ended 31st March 2011;

(iii) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis.

7. SUBSIDIARY COMPANIES:

During the year under review Sandco 1165 Limited and Hotel Kankeshwar Private Limited became the wholly owned subsidiary of the Company.

In terms of the approval granted by your Directors vide circular resolution dated March 7, 2011 and in compliance with the circular issued by Ministry of Corporate Affairs on February 8, 2011, copies of the Balance Sheet, Profit and Loss account, Report of the Board of Directors and Auditors of Subsidiaries have not been attached with the Balance Sheet of the Company. The Annual Accounts and other related detailed information of the

Company as well as of the subsidiary companies will be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. The Annual accounts of the company as well as of the subsidiary companies will also be kept open for inspection by any shareholder in the head office of the company and the subsidiary companies concerned.

8. EMPLOYEES STOCK OPTION SCHEME:

During the year under review, 10,000 (Ten thousand) options vested in favour of an eligible employee of the company. The said options were not exercised by the Grantee and thereafter lapsed. Also, the Grantee ceased to be an employee of the Company on December 17, 2010 by reason of resignation and therefore the balance unvested Options aggregating to 40,000 (Forty Thousand) options held by the Grantee have lapsed.

9. CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in attaching the duly audited Consolidated Financial Statements of the holding compnay and all its subsidiaries as a part of the Annual Report and prepared in accordance with the Accounting Standards 21 issued by the Institute of Chartered Accountants of India and where applicable, Listing Agreement, as prescribed by the Securities Exchange Board of India.

10. FIXED DEPOSITS:

During the Year under review, your Company has not accepted or invited any deposits from public.

11. CORPORATE GOVERANCE:

The Company has adopted the corporate governance policies which has set out the systems, process and policies vital to enable companies to compete globally in a sustained manner and let them flourish and grow. A separate report on Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual report. A Certificate from the auditors of the Company M/s V. Sankar Aiyar & Co., confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid clause 49 is annexed to this report.

12. CODE OF BUSINESS CONDUCT AND ETHICS:

As prescribed by the listing Agreement, the Board has adopted a "Code of Conduct" for the Board Members and Senior Management Personnel. During the year under review, all the Board members and the senior management personnel have complied with the Companys Code of Conduct. A declaration to this effect signed by the CEO has been obtained.

13. LISTING:

The equity shares of your company are presently listed on Bombay Stock Exchange Limited and company has paid the listing fees for the financial year 2011-2012.

14. PARTICULARS OF EMPLOYEES:

During the year under review, the Company has not employed any person who was in receipt of remuneration which, in aggregate, was not less than Rupees Five Lacs per month or Rupees Sixty Lacs per annum.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956 read with companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy and technology is that the Company has entered, to avail international technology and expertise, into various strategic agreements with Inter-Continental Hotels Corporation, USA (IHC) and its affiliates. As a part of these agreements, IHC and its affiliates are required to provide technical services, marketing reservation and system support to the Company for its Hotel situated at Marine Drive-Mumbai.

FOREIGN EXCHANGE EARNING AND OUTGO:

(Rs. in Lacs)

Particulars Current Year Previous year 2010-2011 2009-2010

CIF Value of Imports 57 32

Expenditure in Foreign Currency 376 219

Earnings in Foreign Exchange 2,025 2,169

16. RELATED PARTY DISCLOSURES:

The company has made disclosures in compliance with the Accounting Standards on Related Party Disclosures as required by clause 32 of the Listing Agreement with the stock exchanges.

17. AUDITORS:

At the Annual General Meeting, M/s. V. Sankar Aiyer & Co, Chartered Accountants who are the Statutory Auditors of the Company, will retire and being eligible, have offered themselves for re-appointment as the Companys auditors. In the terms of the provisions of Section 224 (1)(B) of the Companies Act, 1956, the Company has obtained a written confirmation from M/s. V. Sankar Aiyer & Co that their re-appointment, if made, at the ensuing Annual General Meeting, would be in conformity within the limits specified in the Section.

18. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the continued support and co-operation of the shareholders, banks, various regulatory authorities and central and state government officials, vendors, customers and for valuable contributions made by the employees of the company

For and on behalf of the Board of Directors

RAVI GHAI Chairman & Managing Director

Mumbai Dated: April 29, 2011


Mar 31, 2010

The Directors are pleased to present their 49th Annual Report together with the Audited Financial Accounts for the year ended 31s1 March, 2010:

1. SNAP SHOT OF FINANCIAL RESULTS:

(Rs. in Lacs) For the year ended For the year ended 31st March, 2010 31st March, 2009 Income 6,490 7,595 Profit before Interest, Depreciation 1,376 1,683 Interest 246 330 Depreciation 559 637 Profit before Taxation 572 707 Provision for Taxation: Current tax (75) (350) Deferred Tax Credit (201) 206 Fringe Benefit Tax 0 (25) Profit for the year 307 1,078 Balance brought forward from last period 1,074 0.17 Balance carried forward 1,381 1,074

2. OPERATIONAL PERFORMANCE:

During the financial year ended 31s" March 2010, the sales and operating income decreased from Rs. 6975 Lacs to Rs. 6192 Lacs. The net profit after tax stood at Rs.307 Lacs as against Rs. 1078 Lacs during the previous year. During the year under review, the company had discontinued the operations at Mayfair Banquet at Ahmedabad. The current recessionary trend, particularly in IT sector has impacted the new banquet at Ahemdabad. Despite aggressive advertising and management support form Mumbai the unit was not able to produce the desired results. Thus in the light of the continuing negative outlook of the said unit, operations were discontinued in the said unit in order to reduce the losses and increase profitability of the company.

3. DIVIDEND:

During the year under review, your company had declared an Interim dividend of Rs. 0.24 per equity share for the financial year ended 31s1 March 2010 at its Board meeting held on January 29, 2010.

4. DIRECTORS:

In accordance with Sections 255 and 256 of the Companies Act, 1956, Mr. Mahendra V. Doshi and Mr. Harindra Singh, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment.

5. MANAGEMENT DISCUSSION AND ANALYSIS:

A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report.

6. DIRECTORS RESPONSIBILITY STATEMENT:

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

(i) In the preparation of the accounts, the applicable accounting standards have been followed along with proper explanation relating to

material departures; (ii) 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 true and fair view of the state of affairs of the Company as at 31" March, 2010 and of the Profits of the Company for the year ended 31s1 March 2010; (iii) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) The Directors have prepared the annual accounts on a going concern basis.

7. SUBSIDIARY COMPANIES:

In pursuance to the requirements of section 212 of the Companies Act, 1956, the Balance- Sheet, Profit & Loss Account, Directors Report and Report of the Auditors of the subsidiary Companies viz., Graviss Hotels & Resorts Limited and Graviss Catering Private Limited are a part of the Annual Report.

8. CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to clause 32 of the Listing Agreement entered into with the stock exchanges and prepared in accordance with the Accounting Standards 21 issued by the Institute of Chartered Accountants of India

9. FIXED DEPOSITS

During the Year under review, your Company has not accepted or invited any deposits from public

10. CORPORATE GOVERANCE:

Effective corporate governance is necessary to retain the trust of stakeholders and to achive business success. Corporate governance is about

commitment to values and ethical business conduct. It is about how an organization is managed. It includes its corporate and other structures, its culture and policies and the manner in which it deals with various stakeholders. Corporate Governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow.

A separate report on Corporate Governance is attached and forms part of the Annual report. The Auditors Certificate regarding compliance of the conditions of Corporate Governance is also annexed

11. CODE OF BUSINESS CONDUCT AND ETHICS:

As prescribed by the listing Agreement, the Board has adopted a "Code of Conduct" for the Board Members and Senior Management Personnel. During the year under review, all the Board members and the senior management personnel have complied with the Companys Code of Conduct. A declaration to this effect signed by the CEO has been obtained.

12. LISTING:

The equity shares of your company are presently listed on Bombay Stock Exchange Limited and company has paid the listing fees for the financial year 2010-2011.

13. PARTICULARS OF EMPLOYEES:

Information required under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, are as under:

Employees Designation Age in Qualification Name Years Mr. RaviGhai Managing Director 67 Graduate of the School of Hotel Administration, Cornel University, Ithaca, New York Mr. Gaurav Ghai* Joint Managing Director 41 B.Com Mr. Raman Mehra Chief Executive Officer 47 B.A., Diploma in Hotel Management from IHMCT & AN, Mumbai

Employees Experience Date of Remuneration Last Name Name in Years Commence- employment ment Rs.in lacs held Mr. RaviGhai 42 24.05.1967 45.45 N.A. Mr. Gaurav Ghai* 22 01.04.1996 29.13 N.A. Mr. Raman Mehra 25 01.04.2004 38.64 Indian Hotels Limited

* Mr. Gaurav Ghai is the son of Mr. Ravi Ghai

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956 read with companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy and technology is that the Company has entered, to avail international technology and expertise, into various strategic agreements with Inter-Continental Hotels Corporation, USA (IHC) and its affiliates. As a part of these agreements, IHC and its affiliates are required to provide technical services, marketing reservation and system support to the Company for its Hotel situated at Marine Drive-Mumbai.

15. RELATED PARTY DISCLOSURES:

The company has made disclosures in compliance with the Accounting Standards on Related Party Disclosures as required by clause 32 of the Listing Agreements with the stock exchanges.

16. AUDITORS:

At the Annual General Meeting, M/s. V. Sankar Aiyer & Co, Chartered Accountants who are the Statutory Auditors of the Company, will retire and being eligible, have offered themselves for re-appointment as the Companys auditors. In the terms of the provisions of Section 224 (1)(B) of the Companies Act, 1956, the Company has obtained a written confirmation from M/s. V. Sankar Aiyer & Co that their re-appointment, if made, at the ensuing Annual General Meeting, would be in conformity within the limits specified in the Section.

17. AUDITORS REPORT

The observations of the Statutory auditors made in (i) (a) and (b) in their reports read with their annexure are self explanatory.

18. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continued support and co-operation of the Shareholders, Banks, various Regulatory Authorities and Central and State Govt. Officials, vendors, Customers and for valuable contributions made by the employees of the company.

For and on behalf of the Board of Directors Mumbai RAVI GHAI Dated: April 28, 2010 Chairman & Managing Director