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Directors Report of Graviss Hospitality Ltd.

Mar 31, 2017

Dear Shareholders,

The Directors have pleasure in presenting the Fifty Sixth Annual Report of the Company together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31st March, 2017.

1. FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2017 is summarized below:

(Rs. in Lacs)

Particulars (Standalone basis)

For the year ended 31st March, 2017

For the year ended 31st March, 2016

Gross Income

4,223

4,742

Profit Before Interest & Depreciation

72

338

Finance Charges

164

122

Gross Profit

(91)

216

Provision for Depreciation

473

463

Net Profit Before Tax

(564)

(247)

Provision for Tax

174

139

Net Profit After Tax

(390)

(108)

Balance of Profit brought forward

1,366

1,474

Balance available for appropriation

—

—

Proposed Dividend on Equity Shares

—

—

Tax on proposed Dividend

—

—

Balance carried forward

976

1,366

2. OVERVIEW OF OPERATIONAL VIS-A-VIS FINANCIAL PERFORMANCE

During the financial year, the total revenue was Rs. 4,223 Lacs as compared to Rs. 4,742 Lacs in the last year. The Net Loss after tax stood at Rs. 390 Lacs as against loss of Rs. 108 Lacs in the previous year.

3. DIVIDEND

Your Directors do not recommend any dividend for the Financial Year ended 31st March, 2017.

4. TRANSFER TO RESERVES

During the year under review, no amount was transferred to General Reserve.

5. MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with the Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI (LODR) Regulations''), a separate section on the Management Discussion and Analysis giving details of overall industry structure, developments, performance and state of affairs of the Company''s business, is annexed.

6. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

The details of the meetings of the Board of Directors and its Committees, convened during the financial year 2016-17 are given in the Corporate Governance Report which forms a part of this Report.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) RE-APPOINTMENT

In accordance with the provisions of Section 152 of the Companies Act, 2013, Ms. Mala Todarwal, Non-Executive Director, retires by rotation and being eligible offers herself for re-appointment to the Board.

The above re-appointment forms part of the Notice of the Fifty Sixth Annual General Meeting and the relevant Resolution is recommended for your approval.

(b) RESIGNATIONS

Mr. Dalip Sehgal, a Non-Executive Non-Independent Director resigned from the Board of your Company with effect from 2nd May, 2017.

The Board places on record its appreciation for his invaluable contribution / guidance during his association with your Company.

(c) CESSATION DUE TO DEMISE

Mr. R. K. P. Sankardass, an Independent Director of the Company, expired on 10th March, 2017.

The Board places on record its appreciation for his invaluable contribution/guidance during his association with your Company.

(d) KEY MANAGERIAL PERSONNEL

During the financial year, Mrs. Kainaaz F. Bharucha (ACS 36506), was appointed as the Company Secretary of the Company.

Mr. Gaurav Ghai (DIN: 00074857), Joint Managing Director of the Company, whose tenure as Joint Managing Director expired on 10th May, 2017, was re-appointed by the Board of Directors as Joint Managing Director of the Company, for a further period of 5 years w.e.f. 11th May, 2017 to 10th May, 2022, subject to approval of shareholders at the ensuing Annual General Meeting of the Company and the approval of applicable statutory authorities. The Board recommends his re-appointment as Joint Managing Director of the Company for a further period of 5 years.

The above re-appointment forms part of the Notice of the Fifty Sixth Annual General Meeting and the relevant Resolution is recommended for your approval.

Mr. Ravi Ghai (DIN: 00074612), Managing Director of the Company, was re-appointed by the Shareholders at the 55th Annual General Meeting of the Company to hold office as such for a period of 5 years, from 1st April, 2017 to 31st March, 2022.

Mr. Ravi Ghai, Managing Director (DIN: 00074612), Mr. Gaurav Ghai Joint Managing Director (DIN: 00074857), Mr. Amit Jain, Chief Financial Officer and Mrs. Kainaaz Bharucha, Company Secretary, are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, from time to time.

(e) DECLARATION OF INDEPENDENCE

All Independent Directors have given necessary declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.

(f) FAMILIARISATION PROGRAMME

Whenever any person joins the Board of the Company as a Director, an induction programme is arranged for the new appointee, wherein the appointee is familiarized with the Company, his/her roles, rights and responsibilities in the Company, the Code of Conduct of the Company to be adhered, nature of the industry in which the Company operates, and business model of the Company.

The details of such familiarization programmes have been disclosed on the Company''s website under the web link: http://www.gravisshospitality.com/invester-relations.html

(g) BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with Rules issued there under and Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors on recommendation of the Nomination & Remuneration Committee has evaluated the effectiveness of the Board as a whole, the various Committees, Directors individually (excluding Director being evaluated) and the Chairman.

(h) DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this Report. The Managing Director & CEO of your Company do not receive remuneration from any of the subsidiaries of your Company.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in Annexure A to this Report.

8. AUDIT COMMITTEE

The Audit Committee of your Company comprises of four Members viz. Mr. Mahendra V. Doshi, a Non-Executive Independent Director as the Chairman and Mr. Gulshan Bijlani, a Non-Executive Independent Director, Mr. Harindra Pal Singh, a NonExecutive Independent Director and Ms. Mala Todarwal, a Non-Executive Non-Independent Director, as Members.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, Hotel Kanakeshwar Private Limited became a wholly owned subsidiary of the Company w.e.f. 1st February, 2017.

Graviss Catering Private Limited continues to be a wholly owned subsidiary of your Company.

Graviss Hotels and Resorts Private Limited is a Subsidiary Company of your Company to the extent of 99.98%

The Financial Performance of each of the Subsidiaries are detailed below:

(Rs. in Lacs)

Sr. No.

Name of the Subsidiary Company

Turnover

Profit / (Loss) Before Tax

Profit / (Loss) After Tax

Current Period

Previous Period

Current Period

Previous Period

Current Period

Previous Period

1.

Graviss Hotels and Resorts Limited

0

0

1.59

(98.49)

0.84

(99.69)

2.

Graviss Catering Private Limited

175.87

265.41

(0.87)

3.77

(0.87)

(34.21)

3.

Hotel Kanakeshwar Private Limited

0.27

0

(0.76)

(0.06)

(0.76)

(0.06)

Your Company does not have any Joint Ventures or Associate Companies.

A separate statement containing the salient features of financial statements of all subsidiaries of your Company is annexed as Annexure B in Form AOC-1 in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

10. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 in accordance with Section 92 (3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 are set out herewith as Annexure C.

11. CORPORATE GOVERNANCE

In compliance with the requirements of Chapter IV read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance along with the Auditors'' certificate on its compliance, forms an integral part of this Report.

12. LISTING OF SHARES

The Company''s equity shares are listed on BSE Limited (BSE). Further, the applicable listing fees for the financial year 2017-18 have been paid to BSE Limited.

13. AUDITORS AND THEIR REPORT

(a) STATUTORY AUDITORS

The Members of the Company at its 53rd Annual General Meeting held on Saturday, 25th June, 2014, had appointed M/s V. Sankar Aiyar & Co. Chartered Accountants (Firm Reg. No: 109208W) as Statutory Auditors of the Company for a term of five (5) years, subject to the ratification of their appointment by the members at every Annual General Meeting.

A Resolution for ratification of appointment of M/s. V. Sankar Aiyar & Co., Chartered Accountants (Firm Registration No: 109208W), as Statutory Auditors of the Company for the Financial Year 2017-18 is being placed for the approval of members at the ensuing Annual General Meeting. They have confirmed their eligibility to the effect that their appointment, if ratified and confirmed, would be within the prescribed limits under the Companies Act, 2013 and Rules made there under and that they are not disqualified to be Statutory Auditors of your Company.

As required under Regulation 33 of SEBI (LODR) Regulations, 2015, M/s V. Sankar Aiyar & Co. have also confirmed that they hold a valid Certificate of Practice, issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditor''s Report for the financial year ended 31st March, 2017 does not contain any qualification, reservation or adverse remarks.

(b) COST AUDITORS

As the Companies (Cost Records and Audit) Rules, 2013 are not applicable to your Company, the Company has not appointed any Cost Auditor for the financial year 2016-17.

(c) INTERNAL AUDITORS

M/s. Pipalia Singhal & Associates, Chartered Accountants, Mumbai were re-appointed as the Internal Auditors of the Company for the financial year 2016-17.

At the Meeting of the Board of Directors of the Company held on 2nd May, 2017, M/s. Pipalia Singhal & Associates, Chartered Accountants, Mumbai have been re-appointed as Internal Auditors for the financial year 2017-18.

The Audit Committee of the Board of Directors, Statutory Auditors and the Management are periodically apprised of the Internal Audit findings and corrective actions are taken.

(d) SECRETARIAL AUDITORS

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of your Company at its meeting held on 2nd May, 2017 has appointed M/s. Martinho Ferrao & Associates, Company Secretaries (Certificate of Practice No. 5676), as the Secretarial Auditor to conduct an audit of the secretarial records, for the financial year 2017-18. Your Company has received consent from M/s. Martinho Ferrao & Associates to act as the auditor for conducting audit of the Secretarial records for the financial year ending 31st March, 2018. The Secretarial Audit Report for the financial year ended 31st March, 2017 is annexed as Annexure D.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

14. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, Independence of a Director and other matters provided under Section 178(3) of the Act.

The Nomination & Remuneration Policy is also displayed on the Company''s website under the web link: http://www.gravisshospitality.com/pdf/Policies/Nomination and Remuneration Policy.pdf

15. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected therewith or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has not received any complaint of sexual harassment during the financial year 2016-17.

16. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a ‘Vigil Mechanism Policy'' with an objective to conduct its affairs in a fair and transparent manner and by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. The Company has established mechanism for reporting concerns about unethical behaviour, actual or suspected fraud, violation of our Code of Conduct and Ethics.

The Vigil Mechanism Policy may be accessed on the Company''s website through the following link: http://www.gravisshospitality.com/pdf/Policies/Policy%20for%20Vigil%20Mechanism.pdf

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

The requirements of disclosure with regard to Conservation of Energy and Technology Absorption in terms of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are not applicable to the Company, since it doesn''t own any manufacturing facility.

Foreign Exchange earned during the Financial Year 2016-2017 in terms of actual inflows: ''1337.44 lacs Foreign Exchange outgo during the Financial Year 2016-2017 in terms of actual outflows: ''339.84 lacs

18. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A and 205C of the Companies Act, 1956, dividends pertaining to the financial year 2009-10 amounting to '' 70,028/- which remained unpaid or unclaimed for a period of 7 years was transferred by the Company to the Investor Education and Protection Fund.

Further, Interim Dividend declared at the Board Meeting of the Company held on 31st January, 2011 and Final Dividend which was declared at the Annual General Meeting of the Company held on 30th June, 2011, which remained unpaid or unclaimed for a period of 7 years, will be transferred to the Investor Education and Protection Fund by 2nd March, 2018 and 29th July, 2018 respectively. Members who have not encashed their dividend warrants for the year 2010-2011 or thereafter are requested to write to the Company''s Registrar and Share Transfer Agents.

19. PUBLIC DEPOSITS

During the financial year 2016-17, your Company has not accepted any deposit within the meaning of Sections 73 and 76 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

20. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2017, are set out in Note Nos. 9, 10 and 27 to the Standalone Financial Statements forming part of this report. The Members are requested to refer to the said Notes for details in this regard.

21. RELATED PARTY TRANSACTIONS

All Related Party Transactions which were entered during the financial year 2016-17 were on an arm''s length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company with related party(s) as defined under Section 2(76) of the Companies Act, 2013 which may have a potential conflict with the interest of the Company at large. Your Company''s transactions with Graviss Hotels and Resorts Limited pertaining to Slump Sale qualify as material Related Party Transactions (RPT) under Regulation 23 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Board of Directors of the Company have formulated a Policy on dealing with RPTs and a Policy on materiality of Related Party Transactions which is uploaded on the website of the Company and can be accessed through the following web link: http://www.gravisshospitality.com/pdf/Policies/Policy%20on%20related%20party%20transaction.pdf

The details of the related party transactions of the Company as required under Accounting Standard - 18 are set out in Note 27 to the Standalone Financial Statements forming part of this Annual Report.

The Form AOC - 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure E to this Report.

22. INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weaknesses in the design or operation of the same were observed.

23. RISK MANAGEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Company has a Risk Management Policy in place for identification of key risks to its business objectives, impact assessment, risk analysis, risk evaluation, risk reporting and disclosures, risk mitigation and monitoring, and integration with strategy and business planning.

24. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/material orders passed by any of the Regulators or Courts or Tribunals impacting the going concern status of your Company or its operations in future.

25. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and date of this report.

26. CHANGE IN NATURE OF BUSINESS

During the year under review, there were no changes in the nature of business of the Company.

27. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the Directors confirm that:

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

(b) accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2017 and of the loss of the Company for the financial year ended 31st March, 2017;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively and;

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

28. ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation and gratitude to all the employees at all levels for their hard work, dedication and cooperation during the year.

Your Directors wish to express their sincere appreciation for the excellent support and co-operation extended by the Company''s shareholders, customers, bankers, suppliers, regulatory and Government authorities and all other stakeholders.

For and on behalf of the Board of Directors

For GRAVISS HOSPITALITY LIMITED

Ravi Ghai

Place: Mumbai Chairman

Date: May 2, 2017. (DIN: 00074612)


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

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