Directors Report of Gujarat Hotels Ltd.

Mar 31, 2018

Your Directors submit their Report for the financial year ended 31st March, 2018.

BUSINESS ENVIRONMENT

As per latest IMF estimates, World GDP grew by 3.8% in 2017 representing a marked improvement over 2016, which at 3.2% was the weakest year of growth since the global financial crisis of 2009. The growth momentum is likely to sustain going forward resulting in a further pick-up in global economic growth to 3.9% in 2018. However, the increasing trend of protectionist policies in the developed world, faster pace of increase in US interest rates and progressive tapering of quantitative easing in the EU could impact capital flows and weigh on the nascent recovery in commodity-exporting emerging economies.

The Indian economy witnessed another challenging year, with Real GDP growth slowing down sharply to 6.6% compared to 7.1% in 2016-17, reflecting the short-term disruptions caused by GST implementation, residual impact of cash crunch and deceleration in net Exports. Inflation is largely within the comfort zone of the RBI and foreign capital flows into the country remained robust leading to stability in the Indian Rupee and sustained buoyancy in the capital markets.

India remains the fastest growing major economy in the world and as per median estimates, based on the Survey of Professional Forecasters conducted by the RBI, GDP is likely to grow by 7.3% in 2018-19 on the back of improvement in the net Exports position and normalisation of private consumption growth levels, partly aided by a favourable base effect despite limited scope for further reduction in interest rates on account of rising crude oil prices, anticipation of commodity prices firming up in the ensuing year and steady rise in Core CPI.

The operating environment in the hospitality sector showed signs of improvement with foreign tourist arrivals crossing the 10 million mark in 2017. With growing domestic tourism and airline passenger traffic, coupled with muted growth in supply of new Hotels, the performance of the Hotel Industry is expected to improve in the coming years.

FINANCIAL PERFORMANCE

During the year under review, your Company earned license fees of Rs.330.98 lakhs (previous year Rs.325.12 lakhs). The other income at 171.19 lakhs decreased over the last year and resultantly pre and post-tax profits declined to Rs.453.13 lakhs and Rs.336.90 lakhs respectively.

Your Directors are pleased to recommend a dividend of Rs.3.50 per Equity Share of Rs.10/- each for the year ended 31st March, 2018, thereby maintaining last year’s dividend and involving a cash outflow of Rs.160 lakhs including Dividend Distribution Tax of Rs.27 lakhs.

PROFITS, DIVIDEND AND SURPLUS

The financial results of your Company, summarised, are as under:

	PROFITS	For the year ended 31st March, 2018 (Rs.)	For the year ended 31st March, 2017 (Rs.)
a.	Profit Before Tax	4,53,12,928	4,72,47,479
b.	Tax Expense
	Current Tax	92,72,310	1,19,72,888
	Deferred Tax	23,50,502	(33,73,581)
c.	Profit for the year	3,36,90,116	3,86,48,172
d.	Other Comprehensive Income
e.	Total Comprehensive Income	3,36,90,116	3,86,48,172
	STATEMENT OF RETAINED EARNINGS
a.	At the beginning of the year	19,58,73,461	17,31,80,263
b.	Add : Total Comprehensive Income	3,36,90,116	3,86,48,172
c.	Less : Dividend paid including Income Tax on Dividend paid	1,59,54,974	1,59,54,974
d.	Less : Income Tax on Dividend paid for earlier year	3,97,513
e.	At the end of the year	21,32,11,090	19,58,73,461

WHISTLEBLOWER POLICY

The Company’s Whistleblower Policy encourages Directors and employees to bring to the Company’s attention instances of unethical behaviour, actual or suspected incidents of fraud or violation of the GHL Code of Conduct that could adversely impact the Company’s operations, business performance and / or reputation. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is the Company’s Policy to ensure that no employee is victimised or harassed for bringing such incidents to the attention of the Company.

The practice of the Whistleblower Policy is overseen by the Audit Committee and no employee has been denied access to the Committee. The Whistleblower Policy is available on the Company’s website at http://www.gujarathotelsltd.in/ CorporateGovernance.html.

DEPOSITS

Your Company has not accepted any deposit from the public / members under Section 73 of the Companies Act, 2013 (‘the Act’) read with the Companies (Acceptance of Deposits) Rules, 2014 during the year.

DIRECTORS

Changes in Directors and Key Managerial Personnel

During the period under review, there was no change in the composition of the Board of Directors and Key Managerial Personnel of your Company.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act read with Article 147 of the Articles of Association of the Company, Ms. Devkanya Roy Choudhury will retire by rotation at the ensuing Annual General Meeting (‘AGM’) of your Company and being eligible, offers herself for re-election. Your Board recommends her re-election.

Number of Board Meetings

During the year ended 31st March, 2018, four meetings of the Board were held.

Attributes, Qualifications & Independence of Directors and their Appointment

As reported last year, the Nominations and Remuneration Committee of the Board had approved the criteria for determining qualifications, positive attributes and independence of Directors in terms of the Act and the Rules thereunder, both in respect of Independent Directors and other Directors as applicable. The criteria, inter alia, requires that Directors shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration or other disciplines related to the Company’s business.

The Board Diversity Policy of the Company requires the Board to have a balance of skills, experience and diversity of perspectives appropriate to the Company. The Articles of Association of the Company provide that the strength of the Board shall not be fewer than three nor more than twelve.

Directors are appointed / re-appointed with the approval of the Members. All Directors, other than Independent Directors, are liable to retire by rotation, unless otherwise approved by the Members. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-election.

The Independent Directors of your Company have confirmed that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

The Company’s Policy on remuneration of Directors, Key Managerial Personnel and other employees is provided under the section ‘Report on Corporate Governance’ in the Report and Accounts.

Board Evaluation

The Nominations and Remuneration Committee has approved the Policy on Board Evaluation, Evaluation of Board Committees’ functioning and individual Director Evaluation. Board performance is assessed against the role and responsibilities of the Board as provided in the Act and the Listing Regulations. 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 respective 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 and in assisting the Board in realising 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 Nominations and Remuneration Committee, the evaluation of individual Directors was carried out anonymously in order to ensure objectivity. The Board was briefed on functioning of Board Committees by the respective Committee Chairmen.

AUDIT COMMITTEE & AUDITORS

The composition of the Audit Committee is provided under the section ‘Board of Directors & Committees’ in the Report and Accounts.

Statutory Auditors

The Auditors, Messrs. K C Mehta & Co., Chartered Accountants, (KCM), were appointed with your approval at the Thirty Fifth AGM to hold such office till the conclusion of the Fortieth AGM.

On the recommendation of the Audit Committee, the Board recommended for the ratification of the Members, the appointment of KCM from the conclusion of the ensuing AGM till the conclusion of the Thirty Seventh AGM. On the recommendation of the Audit Committee, the Board also recommended for the approval of the Members, the remuneration of KCM for the financial year 2018-19. Appropriate resolution for this purpose forms part of the Notice convening the ensuing AGM of the Company.

Secretarial Auditors

Your Board appointed Messrs. PB & Associates, Company Secretaries, to conduct the secretarial audit of the Company for the financial year ended 31st March, 2018. Their report is provided in the Annexure forming part of this Report, in terms of Section 204 of the Act.

RELATED PARTY TRANSACTIONS

All contracts or arrangements entered into by the Company with its related parties during the financial year were in accordance with the provisions of the Act and the Listing Regulations, were on arm’s length basis and in the ordinary course of business, and all such contracts or arrangements have been approved by the Audit Committee. Further, the prescribed details of related party transactions of the Company in Form No. AOC-2, in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in the Annexure to this Report. Your Company’s Policy on Related Party Transactions, as adopted by your Board, can be accessed on the website at http:// www.gujarathotelsltd.in/policies Policy_on_Related_Party_ Transactions.pdf.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134 of the Act, your Directors confirm having:

a) followed in the preparation of the Annual Accounts, the applicable Accounting Standards with proper explanation relating to material departures, if any;

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

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

d) prepared the Annual Accounts on a going concern basis;

e) laid down internal financial controls to be followed by your Company and that such internal financial controls were adequate and operating effectively; and

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

OTHER INFORMATION Compliance with the conditions of Corporate Governance

The certificate from your Company’s Auditors, Messrs. K C Mehta & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is annexed.

Compliance with Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

Going Concern Status

There is no significant or material order passed during the year by any regulator, court or tribunal impacting the going concern status of the Company or its future operations.

Extract of Annual Return

The information required under Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is provided in the Annexure forming part of this Report.

Particulars of Loans, Guarantees or Investments

During the year ended 31st March, 2018, the Company has neither given any loan or guarantee nor has it made any investment under the provisions of Section 186 of the Act.

Particulars relating to Conservation of Energy and Tech nology Absorption

Particulars as required under Section 134 of the Act relating to Conservation of Energy and Technology Absorption are provided below:-

Conservation of Energy:

Steps taken on conservation of energy and impact thereof:

Steps taken by the Company for utilising alternate sources of energy: NIL

Capital investment on energy conservation equipment: NIL Tech nology Absorption:

i) Efforts, in brief, made towards technology absorption and benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc.:

ii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

A) Details of technology imported - NIL

B) Year of import - NIL

C) Whether the technology has been fully absorbed -NIL

D) If not fully absorbed, areas where absorption has not taken place, and the reasons therefor - NIL

iii) Expenditure incurred on research and development -NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the financial year 2017-18, foreign exchange earnings of the Hotel aggregated Rs.958.87 lakhs (previous year Rs.989.80 lakhs), while expenditure in foreign currency aggregated Rs.32.30 lakhs (previous year Rs.22 lakhs).

EMPLOYEES

The total number of employees of the Company as on 31st March, 2018 stood at 187.

There were no employees, who were employed throughout the year and were in receipt of remuneration aggregating Rs.1.02 crores or more or were employed for part of the year and were in receipt of remuneration aggregating Rs.8.50 lakhs per month or more during the financial year ended 31st March, 2018.

The details of top ten employees of the Company in terms of remuneration drawn, as required under Section 197(12) of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of this Report.

FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements that involve risks and uncertainties. When used in this Report, the words ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘will’ and other similar expressions as they relate to the Company and / or its Businesses are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performances or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereto.

CONCLUSION

Your Directors and employees look forward to the future with confidence and stand committed to creating an even brighter future for all stakeholders.

On behalf of the Board

Place : New Delhi D R Choudhury J Singh

Date : 17th April, 2018 Director Director

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Mar 31, 2017

The Directors submit their Report for the financial year ended 31st March, 2017.

The financial results of your Company, summarized, are as under:

	Profits	For the year ended 31st March, 2017 (Rs.)	For the year ended 31st March, 2016 (Rs.)
a.	Profit Before Tax	4,72,47,479	4,86,59,453
b.	Tax Expense Current Tax	1,19,72,888	1,22,25,327
	Deferred Tax	(33,73,581)	38,90,240
c.	Profit for the year	3,86,48,172	3,25,43,886
d.	Other Comprehensive Income
e.	Total Comprehensive Income	3,86,48,172	3,25,43,886
	Statement of Retained Earnings
	At the beginning of the year	17,31,80,263	15,65,91,351
	Add: Profit for the year	3,86,48,172	3,25,43,886
	Less: Others Comprehensive Income (Net of Tax)
	Dividend paid including Income Tax on Dividend paid	1,59,54,974	1,59,54,974
	At the end of the year	19,58,73,461	17,31,80,263

HOTEL OPERATIONS

The operating environment in the hospitality sector remained challenging during the year. While second half initially indicated signs of pick-up in the Hotels industry, collateral impact on the economy on account of currency crunch limited the recovery.

Your Hotel, WelcomHotel Vadodara, licensed to ITC Limited recorded an income of Rs.2192.11 lakhs during the year as compared to Rs.2,352.01 lakhs in the previous year. The operational performance was impacted as certain projects in the vicinity of the city had been deferred limiting the flow of long staying guests. While, there was a marginal improvement in average room rates, occupancy remained under pressure as certain properties in the city were renovated and rebranded as members of international chains.

The food & beverage segment of your Company''s Hotel continues to be a major strength. The Peshawri Restaurant and the Welcom Cafe Cambay both retained their premium leadership positions in the respective segments

Your Hotel also targets a continuous reduction in energy and water consumption and enhanced usage of renewable energy sources.

Your Company has filed a writ petition in the Gujarat High Court seeking that the Gujarat State Government be directed to take action on your Company''s application to have the leasehold land of the Hotel converted to freehold and transferred to your Company as per the existing Government policy in this regard. The Honourable High Court passed an order of status quo dated 24th December, 2014 to be maintained in the matter and the writ petition is pending.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiary, associate or joint venture.

INTERNAL FINANCIAL CONTROLS

Your Company''s Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by management and approved by the Audit Committee and the Board. Policies are reviewed and updated from time to time. These in turn are supported by a set of business specific policies and Standard Operating Procedures (SOPs). Systems, SOPs and controls are reviewed by management and audited by Internal Auditor whose findings and recommendations are reviewed by the Audit Committee and tracked through to implementation.

Your Company maintains its Books of Account in electronic form. Your Company has in place adequate internal financial controls with reference to the Financial Statements.

The Internal Auditors of the Company evaluates the adequacy and efficacy of such internal financial controls. Such controls have been tested during the year and no reportable material weakness in the design or operation was observed. Nonetheless your Company recognises that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

AUDIT AND SYSTEMS

Your Company believes that internal control is a necessary adjunct of the principle of governance that freedom of management should be exercised within a framework of appropriate checks and balances. Your Company remains committed to ensuring an effective internal control environment that provides assurance and comfort on orderly and efficient conduct of operations, security of assets, prevention and detection of frauds / errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

Your Company''s independent and robust Internal Audit processes provide assurance on the adequacy and effectiveness of internal controls, compliance with operating systems, internal policies and regulatory requirements.

The Internal Audit function consisting of an outsourced professional firm is resourced to deliver high standards audit assurances.

The Audit Committee of your Board met four times during the year. The Terms of Reference of the Audit Committee included reviewing the adequacy and effectiveness of the internal control environment, monitoring implementation of the action plans emerging out of Internal Audit findings including those relating to strengthening of your Company''s risk management systems, and discharge of statutory mandates.

DEPOSITS

Your Company has not accepted any deposit from the public / members under Section 73 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposits) Rules, 2014 during the year.

DIRECTORS

Changes in Directors

During the period under review, there was no change in the composition of the Board of Directors.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act read with Article 147 of the Articles of Association of the Company, Mr. Nakul Anand will retire by rotation at the ensuing Annual General Meeting (AGM) of your Company and being eligible, offers himself for re-election. Your Board recommends his re-election.

Number of Board Meetings

During the year ended 31st March, 2017, four meetings of the Board were held.

Attributes, Qualifications & Independence of Directors and their Appointment

The Nominations and Remuneration Committee of the Board had approved the criteria for determining qualifications, positive attributes and independence of Directors in terms of the Act and the Rules there under, both in respect of Independent Directors and other Directors as applicable, as reported last year. The criteria interalia, requires that Directors shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration or other disciplines related to the Company''s business.

The Board Diversity Policy of the Company requires the Board to have a balance of skills, experience and diversity of perspectives appropriate to the Company. The Articles of Association of the Company provide that the strength of the Board shall not be fewer than three nor more than twelve.

Directors are appointed / re-appointed with the approval of the members. All Directors, other than Independent Directors, are liable to retire by rotation, unless otherwise approved by the members. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-appointment.

The Independent Directors of your Company have confirmed that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Remuneration Policy

The Company''s Remuneration Policy aims at attracting and retaining high caliber talent. The Remuneration Policy, therefore, is market-led and takes into account the competitive circumstances so as to attract and retain quality talent and leverage performance significantly.

The Policy on remuneration of Directors, Key Managerial Personnel and other employees of the Company is provided in the Annexure forming part of this Report.

Board Evaluation

The Nominations and Remuneration Committee has approved the Policy on Board Evaluation, Evaluation of Board Committees'' functioning and individual Director Evaluation. Board performance is assessed against the role and responsibilities of the Board as provided in the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015. 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 and 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 Nominations and Remuneration Committee, the evaluation of individual Directors was carried out anonymously in order to ensure objectivity. The Board was briefed on functioning of Board Committees by the respective Committee Chairmen.

AUDIT COMMITTEE & AUDITORS

The composition of the Audit Committee is provided under the section ''Board of Directors & Committees'' in the Report and Accounts.

Statutory Auditors

The Company''s present Auditors, Messrs Talati & Talati, Chartered Accountants, were appointed with your approval at the Thirty Second AGM to hold such office for a period of three years till the conclusion of the Thirty-Fifth AGM i.e. the ensuing AGM.

Your Board, on the recommendation of the Audit Committee, has recommended the appointment of Messrs K C Mehta & Co., Chartered Accountants, (KCM), as Auditors of the Company for a period of five years in accordance with section 139(1) of the Act. KCM have given their consent and certificate for appointment as the Auditors of the Company. Appropriate resolution in respect of the above appears in the Notice convening the ensuing AGM of the Company.

Secretarial Auditors

Your Board appointed Messrs PB & Associates, Company Secretaries, to conduct the secretarial audit of the Company for the financial year ended 31st March, 2017. Their report is provided in the Annexure forming part of this Report, in terms of Section 204 of the Act.

RELATED PARTY TRANSACTIONS

All contracts or arrangements entered into by the Company with its related parties during the financial year were in accordance with the provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All such contracts or arrangements have been approved by the Audit Committee. No material contracts or arrangements with related parties were entered into during the year under review. Further, the prescribed details of related party transactions of the Company in Form No. AOC-2, in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in the Annexure to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Act your Directors confirm having: -

a) followed in the preparation of the Annual Accounts the applicable Accounting Standards with proper explanation relating to material departures, if any;

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

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

d) prepared the Annual Accounts on a going concern basis;

e) laid down internal financial controls to be followed by your Company and that such internal financial controls were adequate and operating effectively; and

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

OTHER INFORMATION

Compliance with conditions of Corporate Governance

In terms of Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the Corporate Governance requirements is not mandatory for your Company. Hence, certificate from the Auditors confirming compliance with the conditions of Corporate Governance has not been obtained.

However, a brief reports on Corporate Governance and Shareholder Information are provided in the Annexure forming part of this report.

Going Concern Status

There is no significant or material order passed during the year by any regulator, court or tribunal impacting the going concern status of the Company or its future operations.

Extract of Annual Return

The information required under Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, provided in the Annexure forming part of this report.

Particulars of Loans, Guarantees or Investments

During the year ended 31st March, 2017, the Company has neither given any loan or guarantee nor has made any investment under the provisions of Section 186 of the Act.

Particulars relating to Conservation of Energy and Technology Absorption

Particulars as required under Section 134 of the Act relating to Conservation of Energy and Technology Absorption are provided below:

Conservation of Energy:

Steps taken on conservation of energy and impact thereof:

Sl. No.	Description
1.	Installation of heat pumps for hot water generation and air conditioning.
2.	4 water pumps replaced with energy efficient pumps.
3.	Improved efficiency in lighting system by installation of 38 No’s of 5 W & 35 No’s of 5.5 W LED in place of 20 W CFL.
4.	Installation of energy efficient Fan Coil Units (FCU) for guest rooms.
5.	Installation of Variable Frequency Drive (VFD) to optimize energy consumption.
6.	Process improvement to enhance productivity and reduce specific energy consumption.

Steps taken by the Company for utilizing alternate sources of energy: NIL

Capital investment on energy conservation equipment: NIL Technology Absorption:

i) Efforts, in brief, made towards technology absorption and benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc.:

Sl. No.	Description	Benefits
1.	Installation of chest freezer and bottler chiller.	For product improvement.
2.	Renovation of bathroom, plumbing fixtures of 53 corporate rooms with basin tap mixers.	For product up gradation
3.	Installation of pizza cabinet machine.	For product improvement
4.	Replacement of Gym equipments with advanced treadmill, rower and recumbent bike.	For product improvement
5.	Installation of WAN optimizer.	For product up gradation
6.	Installation of storage compactor and renovation of food store room.	For hygiene and product improvement.

ii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

A) Details of technology imported - NIL

B) Year of import - NIL

C) Whether the technology been fully absorbed - NIL

D) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore - NIL

iii) Expenditure incurred on research and development - NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the financial year 2016-17, foreign exchange earnings of the Hotel were Rs.9,898 lakhs (previous year Rs.1,128 lakhs). During the year, your Hotel''s expenditure in foreign currency amounted to Rs.22 lakhs (previous year Rs.24.27 lakhs).

Employees

The total number of employees as on 31st March, 2017 stood at 175.

There were no employees, who were employed throughout the year and were in receipt of remuneration aggregating Rs.1.02 crores or more or were employed for part of the year and were in receipt of remuneration aggregating Rs.8.5 lacs per month or more during the financial year ended 31st March, 2017. The information required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of this Report.

FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements that involve risks and uncertainties. When used in this Report, the words ''anticipate'', ''believe'', ''estimate'', ''expect'', ''intend'', ''will'' and other similar expressions as they relate to the Company and / or its businesses are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performances or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereto.

FUTURE PROSPECTS

Your Directors view the long term growth prospects of the hotel industry with confidence. The Central Government is continuing its efforts under the Make in India programme and many positive signals have been received from various international manufacturers indicating their willingness to set up manufacturing joint ventures in India. Business travel shall definitely pick up once these ventures see the light of day. Your Company is well poised to seize the unfolding growth opportunities.

On behalf of the Board

Place : New Delhi D R Choudhury J Singh

Date : 22nd April, 2017 Director Director

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Mar 31, 2016

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2016

The Directors submit their Report for the financial year ended 31st March, 2016.

Profits, Dividend and Surplus

The financial results of your Company, summarized, are as under:

	Particulars	For the year ended 31st March 2016 (Rs.)	For the year ended 31st March 2015 (Rs.)
a.	Profit Before Tax	3,66,43,937	4,00,05,312
b.	Tax Expense Current Tax	1,22,25,327	1,28,50,171
	Deferred Tax	(82,462)	(1,83,280)

c.	Profit After Tax	2,45,01,072	2,73,38,421
d.	Add : Profit brought forward from previous years	13,46,02,928	12,59,20,126
e.	Surplus available for appropriation	20,78,90,802	20,59,30,750
	Less: - Depreciation on transition to Schedule II of the Companies Act, 2013 on Tangible Fixed Assets (Net of Deferred Tax Rs.4,867/-)		15,002
	- Transfer to General Reserve		27,33,842
	- Proposed Dividend	1,32,56,303	1,32,56,303
	- Dividend Distribution Tax on Proposed Dividend	27,46,870	26,50,472
f.	Balance carried forward to the following year	14,31,00,827	13,46,02,928

HOTEL OPERATIONS

Your Company’s Hotel, WelcomHotel Vadodara, licenced to ITC Limited continues to retain its market standing in the city of Vadodara. The Hotel recorded an income of Rs.2,352.01 lakhs during the year as compared to Rs.2,167.60 lakhs in the previous year. There was an improvement in both occupancy and average room rates despite pressure in the backdrop as some older properties in and around Vadodara were renovated and rebranded as members of international chains.

The food & beverage segment of your Company’s Hotel continues to be a major strength. The Peshawari restaurant and the Welcom Cafe Cambay both retained their premium leadership positions in the respective segments.

Your Company continued to focus upon ‘Lean’ and ‘Six Sigma’ programmes to ensure efficiencies in its business operations as also for improved service delivery to its customers. Your Hotel also targets a continuous reduction in energy and water consumption and enhanced usage of renewable energy sources.

Your Company has received arbitration award dated 11th February, 2016 from Justice C K Thakker determining the revised valuation of land at less than half of the valuation as contended by the State Government. Accordingly, the lease rentals have been paid after adjusting lease rentals already paid prior to the Arbitral Award.

Your Company has filed a writ petition in the Gujarat High Court seeking that the Gujarat State Government be directed to take action on your Company’s application to have the leasehold land of the Hotel converted to freehold and transferred to your Company as per the existing government policy in this regard.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiary, associate or joint venture.

INTERNAL FINANCIAL CONTROLS

Your Company’s Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by management and approved by the Audit Committee and the Board. The Accounting Policies are reviewed and updated from time to time. These in turn are supported by a set of business specific policies and Standard Operating Procedures (SOPs).Systems, SOPs and controls are reviewed by management and audited by Internal Auditor whose findings and recommendations are reviewed by the Audit Committee and tracked through to implementation.

Your Company maintains its Books of Account in electronic form. Your Company has in place adequate internal financial controls with reference to the Financial Statements.

The Internal Auditors of the Company evaluates the adequacy and efficacy of such internal financial controls. Such controls have been tested during the year and no reportable material weakness in the design or operation was observed. Nonetheless your Company recognizes that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

AUDIT AND SYSTEMS

Your Company believes that internal control is a necessary concomitant of the principle of governance that freedom of management should be exercised within a framework of appropriate checks and balances. Your Company remains committed to ensuring an effective internal control environment that inter alia provides assurance on orderly and efficient conduct of operations, security of assets, prevention and detection of frauds / errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

Your Company’s independent and robust Internal Audit processes provide assurance on the adequacy and effectiveness of internal controls, compliance with operating systems, internal policies and regulatory requirements.

The Internal Audit function consisting of an outsourced professional firm is resourced to deliver the audit assurances meeting high standards.

The Audit Committee of your Board met four times during the year. The Terms of Reference of the Audit Committee inter alia included reviewing the adequacy and effectiveness of the internal control environment, monitoring implementation of the action plans emerging out of Internal Audit findings including those relating to strengthening of your Company’s risk management systems and discharge of statutory mandates.

DEPOSITS

Your Company has not accepted any deposit from the public / members under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year.

DIRECTORS Changes in Directors

Mr. Arun Pathak stepped down as a Non-Executive Director of your Company with effect from 15th April, 2016. Your Directors would like to record their appreciation of the services rendered by him.

Mr Jagdish Singh, on the recommendation of the Nominations and Remuneration Committee, was appointed by the Board of Directors of the Company (‘the Board’) as an Additional Nonexecutive Director of your Company on 16th April, 2016. By virtue of the provisions of Article 130 of the Articles of Association of your Company and Section 161 of the Companies Act, 2013 (‘the Act’), Mr. Singh will vacate office at the ensuing Annual General Meeting (‘AGM’) and being eligible, offers himself for appointment. Your Board recommends his appointment.

Appropriate resolution seeking your approval to the aforesaid appointment appears in the Notice convening the Thirty Fourth AGM of your Company.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act read with Article 147 of the Articles of Association of the Company, Ms Devkanya Roy Choudhury will retire by rotation at the ensuing AGM of your Company and being eligible, offers herself for re-election. Your Board recommends her reelection.

Number of Board Meetings

During the year ended 31st March, 2016, four meetings of the Board were held.

Attributes, Qualifications & Independence of Directors and their Appointment

The Nominations and Remuneration Committee of the Board had approved the criteria for determining qualifications, positive attributes and independence of Directors in terms of the Act and the Rules there under, both in respect of Independent Directors and other Directors as applicable, as reported last year. The criteria inter alia requires that Directors shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration or other disciplines related to the Company’s business.

The Board Diversity Policy of the Company requires the Board to have balance of skills, experience and diversity of perspectives appropriate to the Company. The Articles of Association of the Company provide that the strength of the Board shall not be fewer than three nor more than twelve.

Directors are appointed / re-appointed with the approval of the Members. All Directors, other than Independent Directors, are liable to retire by rotation, unless otherwise approved by the Members. One-third of the Directors who are liable to retire by rotation retire every year and are eligible for re-election.

The Independent Directors of your Company have confirmed that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Remuneration Policy

The Company’s Remuneration Policy aims at attracting and retaining high caliber talent. The Remuneration Policy, therefore, is market-led and takes into account the competitive circumstances so as to attract and retain quality talent and leverage performance significantly.

The Policy on remuneration of Directors, Key Managerial Personnel and other employees of the Company is provided in the Annexure forming part of this Report.

Board Evaluation

The Nominations and Remuneration Committee has approved the Policy on Board Evaluation, Evaluation of Board Committees’ functioning and individual Director Evaluation. Board performance is assessed against the role and responsibilities of the Board as provided in the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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 respective 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 and 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 Nominations and Remuneration Committee, the evaluation of individual Directors was carried out anonymously in order to ensure objectivity. The Board was briefed on functioning of Board Committees by the respective Committee Chairmen.

AUDIT COMMITTEE & AUDITORS

The composition of the Audit Committee is provided under the section ‘Board of Directors & Committees’ in the Report and Accounts.

Statutory Auditors

The Auditors, Messrs Talati & Talati, Chartered Accountants, were appointed with your approval at the Thirty Second AGM to hold such office for a period of three years. The Board, in terms of Section 139 of the Act, on the recommendation of the Audit Committee, has recommended for the ratification of the Members the appointment of Messrs Talati & Talati from the conclusion of the ensuing AGM till the conclusion of the Thirty Fifth AGM. The Board, in terms of Section 142 of the Act, on the recommendation of the Audit Committee, has also recommended for the approval of the Members the remuneration of Messrs Talati & Talati for the financial year 2016-17. Appropriate resolution in respect of the above appears in the Notice convening the Thirty Fourth AGM of the Company.

Secretarial Auditors

Your Board, during the year, appointed Messrs P B & Associates, Company Secretaries, to conduct secretarial audit of the Company for the financial year ended 31st March, 2016. The Report of Messrs. P B & Associates, Company Secretaries, in terms of Section 204 of the Act, is provided in the Annexure forming part of this Report.

RELATED PARTY TRANSACTIONS

All contracts or arrangements entered into by the Company with its related parties during the financial year were in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and erstwhile Clause 49 of the Listing Agreement. All such contracts or arrangements have been approved by the Audit Committee. No material contracts or arrangements with related parties were entered into during the year under review. Further, the prescribed details of related party transactions of the Company in Form No. AOC-2, in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in the Annexure to this Report.

Your Company’s Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Company’s website at http://www.gujarathotelsltd.in/policies Policy_ on_ Related_Party_Transactions.pdf

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134 of the Companies Act, 2013, your Directors confirm having: -

a) followed in the preparation of the Annual Accounts the applicable Accounting Standards with proper explanation relating to material departures, if any;

b) 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 your Company at the end of the financial year and of the profit of your Company for that period;

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

d) prepared the Annual Accounts on a going concern basis;

e) laid down internal financial controls to be followed by your Company and that such internal financial controls were adequate and operating effectively; and

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

OTHER INFORMATION

Compliance with conditions of Corporate Governance

In terms of Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the Corporate Governance requirements is not mandatory for your Company. Hence, certificate from the Auditors confirming compliance with the conditions of Corporate Governance has not been obtained.

However, brief reports on Corporate Governance and Shareholder Information are attached as Annexure to this Report.

Going Concern Status

There is no significant or material order passed during the year by any regulator, court or tribunal impacting the going concern status of the Company or its future operations.

Extract of Annual Return

The information required under Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is annexed.

Particulars of Loans, Guarantees or Investments

During the year ended 31st March, 2016, the Company has neither given any loan or guarantee nor has it made any investment under the provisions of Section 186 of the Companies Act, 2013.

Particulars relating to Conservation of Energy and Technology Absorption

Particulars as required under Section 134 of the Companies Act, 2013 relating to Conservation of Energy and Technology Absorption are provided below:-

Conservation of Energy:

Steps taken on conservation of energy and impact thereof:

Sl. No	Description
No.
1.	Conversion of diesel to gas for non-IBR steam boiler.
2.	Conversion of cold room no 2 with CFC-free refrigerant and energy-efficient compressor.
3.	Installed 46 no’s 5W LED lamps in place of 20W halogen lamps.
4.	Installed 83 no’s 6W LED lamps in place of 18W CFL lamps.
Total Electricity saved over last year due to above initiative is 25000 KWH.

Steps taken by the Company for utilizing alternate sources of energy : NIL

Capital investment on energy conservation equipment: NIL

Technology Absorption:

i) Efforts, in brief, made towards technology absorption and benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc. is provided here under :

Sl. No.	Description	Benefits
1.	Installed 200TR energy-efficient induced draft type cooling tower	For product improvement
2.	Renovated 23 no’s standard category guest rooms'' bathroom	For product improvement
3.	Installed key management system in time office	For automation and security
4.	Replaced old desktop PCs with new one	For automation
5.	Networking up gradation	For product up gradation

6.	Installed RFID technology based guest rooms'' main door access locking system	For product up gradation
7.	Installed gas leak detection system in LP gas bank	For automation and safety

ii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

A) Details of technology imported - NIL

B) Year of import -NIL

C) Whether the technology been fully absorbed - NIL

D) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore - NIL

iii) Expenditure incurred on research and development - NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the financial year 2015-16, foreign exchange earnings of the Hotel were Rs.1,128 lakhs as against Rs.1,106 lakhs in the previous year. During the year, your hotel’s expenditure in foreign currency amounted to Rs.24.27 lakhs (previous year Rs.7.34 lakhs).

Employees

The total number of employees as on 31st March, 2016 stood at 183.

There were no employees who were employed throughout the year and were in receipt of remuneration aggregating Rs.60 lakhs or more or were employed for part of the year and were in receipt of remuneration aggregating Rs.5 lakhs per month or more during the financial year ended 31 st March, 2016. The information required under Section 197(12) of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of this Report.

FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements that involve risks and uncertainties. When used in this Report, the words ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘will’ and other similar expressions as they relate to the Company and / or its businesses are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performances or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereto.

FUTURE PROSPECTS

Your Directors view the long term growth prospects of the hotel industry with confidence. The Central Government is continuing its efforts under the Make in India programme and many positive signals have been received from various international manufacturers indicating their willingness to set up manufacturing joint ventures in India. Business travel shall definitely pick up once these ventures see the light of day. Your Company is well poised to seize the unfolding growth opportunities.

On behalf of the Board

Place: New Delhi D R Choudhury J Singh

Date : 16th April, 2016 Director Director

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Mar 31, 2014

The Directors submit their Report for the financial year ended 31st March, 2014.

FINANCIAL PERFORMANCE

During the year under review, your Company earned a licence fee of Rs. 299.64 lakhs (previous year Rs. 335.11 lakhs) showing a de-growth of over 11% over last year. However, other income of your Company grew by over 12% to Rs. 151.03 lakhs (previous year Rs. 134.47 lakhs). Post tax profits at Rs. 327.14 lakhs (previous year Rs. 334.40 lakhs) registered a de-growth of 2%. During the year, the portfolio of your Company''s investments were rebalanced to increase the quantum of long- dated Fixed Maturity Plans thereby yielding enhanced returns. All investment decisions in deployment of surplus funds continue to be guided by the tenets of Safety, Liquidity and Return.

Despite negative growth, your Directors are pleased to recommend a dividend of Rs. 3.50 per equity share of Rs. 10/- each for the year ended 31st March, 2014, thereby maintaining last year''s dividend and involving a cash flow of Rs. 155.09 lakhs including Dividend Distribution Tax of Rs. 22.53 lakhs. Your Board further recommends a transfer to General Reserve of Rs. 32.71 lakhs (previous year Rs. 33.44 lakhs). Consequently, your Board recommends leaving an unappropriated balance in the Statement of Profit & Loss of Rs. 1259.20 lakhs (previous year Rs. 1119.87 lakhs).

HOTEL OPERATIONS

The hospitality sector continued to be adversely impacted by the weak economic environment prevailing in major international source markets and within India on the one hand, and significant additions to room supplies in key Indian cities on the other. During the year, the domestic tourism industry remained sluggish with foreign tourist arrivals and domestic air travel growing at a modest 4.7% and 5.2% respectively. Your Company''s hotel Welcom Hotel Vadodara, licenced to ITC Limited, continued to retain its premier positioning in the city of Vadodara but operational performance was impacted mainly on account of the relatively weak pricing scenario and increase in operating costs in an inflationary environment. However, the long-term outlook for the Indian Hotel Industry remains positive with prospects of revival in the global and domestic economy.

During the year, your Company''s Hotel leveraged its ''Lean'' and ''Six Sigma'' programmes to improve business efficiencies. This will further enhance

capability to create superior customer value through a service excellence framework.

Your Company is pursuing the arbitration proceedings in a bid to settle the pending lease revision with respect to land on which your hotel is built. Arguments are on going before the Arbitrator. Your Company has filed a writ petition in the Gujarat High Court seeking that the Gujarat State Government be directed to take action on your Company''s application to have the leasehold land of the Hotel converted to freehold and transferred to your Company as per the existing government policy in this regard.

Foreign exchange earnings of the hotel during the year were Rs. 966 lakhs as against Rs.1187 lakhs in the previous year. During the year, your hotel''s expenditure in foreign currency amounted to Rs/ 2.06 lakhs (previous year Rs. 49.36 lakhs).

CONSERVATION OF ENERGY

Considering the fact that the Company''s hotel is under an operating licence with ITC Limited, no comment is made on conservation of energy. However, the hotel continues to focus on energy conservation, safety and environment.

EMPLOYEES

Your Directors wish to record their sincere appreciation of the efforts made and the support rendered by the employees of the Company. Your Company''s total manpower strength as deployed in the Company''s hotel is 188.

None of the employees fall under the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

In accordance with the provisions of Article 147 of the Articles of Association of the Company, Mr Chandrasekhar Subrahmoneyan will retire by rotation at the ensuing Annual General Meeting of your Company and, being eligible, offers himself for re- election. The Board has recommended his re-election.

COMPLIANCE CERTIFICATE UNDER COMPANIES ACT, 1956

A certificate issued by Messrs H M Mehta & Associates, Company Secretaries, in terms of the provisions of Section 383A of the Companies Act, 1956, to the effect that the Company has complied with the applicable provisions of the said Act is attached to this Report.

AUDITORS

Messrs Talati & Talati, Statutory Auditors, retire at the ensuing Annual General Meeting have confirmed their eligibility and have offered themselves for re- appointment as Statutory Auditors. In accordance with Section 139 of the Companies Act, 2013, your Directors have recommended for your approval the appointment of Messrs Talati & Talati as the Statutory Auditors of the Company for a period of three years.

OTHER INFORMATION

The certificate of the Auditors, Messrs Talati & Talati, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is annexed to the Report.

The Audit Committee of the Company reviewed the financial statements for the year under review at its meeting held on 15th April, 2014 and recommended them for the approval of the Board of Directors.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:

(i) followed in the preparation of the Annual Accounts the applicable accounting standards along with proper explanations relating to material departures, if any;

(ii) selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

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

(iv) prepared the Annual Accounts on a going concern basis.



On behalf of the Board

Chandrasekhar Subrahmoneyan Arun Pathak Director Director

Place : Gurgaon Date : 15th April, 2014

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Mar 31, 2013

The Directors submit their Report for the financial year ended 31 st March, 2013.

FINANCIAL PERFORMANCE

During the year under review, your Company earned licence fee ofRs. 335.11 lakhs (previous year - Rs. 361.25 lakhs) showing a de-growth of 7% over last year. However, other income of the Company grew by 44% to Rs. 134.47 lakhs (previous year - Rs. 93.24 lakhs). Pre tax profit increased by 5% to Rs. 442.20 lakhs (previous yearRs. 419.58 lakhs) while post tax profits atRs. 334.40 lakhs registered a growth of 10% (previous year Rs. 304.37 lakhs) mainly due to investment of surplus funds in treasury operations covering mutual funds which led to enhanced yields for the year. Earnings per share for the year stood at Rs. 8.83 (previous yearRs. 8.04) and Cash Flows from operations were Rs. 190.53 lakhs (previous year Rs. 204.64 lakhs).

Your Directors are pleased to recommend a dividend of Rs. 3.50 per equity share of Rs. 10/- each (previous year - Rs. 3.25 per equity share) for the year ended 31st March, 2013. Your Board further recommends a transfer to General Reserve of Rs. 33.44 lakhs (previous yearRs. 30.44 lakhs).

HOTEL OPERATIONS

The weak global and domestic economic environment caused sluggishness in the domestic tourism industry during the year. Your Company''s hotel WelcomHotel Vadodara, licenced to ITC Limited, continues to retain its premier positioning in the city of Vadodara. The hotel recorded an income of Rs. 2279 lakhs during the year as compared to Rs. 2441 lakhs in the previous year reflecting the weaker economic scenario. However, it is believed that Indian economy is robust and the State of Gujarat has become a major investment destination and is expected to augment new businesses in its wake. In view of positive outlook, your Company''s hotel has upgraded its front and back end IT systems and other facilities to contemporary international standards to maximize operational efficiencies. The hotel has been awarded ISO 22000:2005 Business Assurance Food Safety System Certificate and has been recertified ISO 14001:2004 in compliance with the environmental management systems.

Your Company is pursuing the arbitration proceedings in a bid to settle the pending lease revision with respect to land on which your hotel is built. Pleadings of both the parties are over and final arguments before the Arbitrator are scheduled shortly. Your Company has filed a writ petition in the Gujarat High Court seeking that the Gujarat State Government be directed to take action on the Company''s application to have the leasehold land of the Hotel transferred to the Company as per the existing Government policy in this regard.

Foreign exchange earnings of the hotel during the year were Rs. 1187 lakhs as againstRs. 1342 lakhs in the previous year. During the year your hotel''s expenditure in foreign currency amounted toRs.49.36 lakhs (previous yearRs. 12.7 lakhs).

CONSERVATION OF ENERGY

Considering the fact that the Company''s hotel is under an operating licence with ITC Limited, no comment is made on conservation of energy. However, the hotel continues to focus on energy conservation, safety and environment.

EMPLOYEES

Your Directors wish to record their sincere appreciation of the efforts made and the support rendered by the employees of the Company. Your Company''s total manpower strength as deployed in the Company''s hotel is 190.

None of the employees fall under the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

In accordance with the provisions of Article 147 of the Articles of Association of the Company, Mr. Cheruvettolil Kochukoshy Koshy and Mr. Mahalinga Narayanan will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-election. The Board has recommended their re-election.

COMPLIANCE CERTIFICATE UNDER COMPANIESACT,1956

A certificate issued by Messrs H. M. Mehta & Associates, Company Secretaries, in terms of the provisions of Section 383A of the Companies Act, 1956, to the effect that the Company has complied with the applicable provisions of the said Act is attached to this Report.

AUDITORS

The Company''s Auditors, Messrs Talati & Talati, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

OTHER INFORMATION

The certificate of the Auditors, Messrs Talati & Talati, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is annexed to the Report.

The Audit Committee of the Company reviewed the financial statements for the year under review at its meeting held on 25th April, 2013 and recommended them for the approval of the Board of Directors.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm having:

(i) followed in the preparation of the Annual Accounts the applicable accounting standards along with proper explanations relating to material departures, if any;

(ii) selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

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

(iv) prepared the Annual Accounts on a going concern basis.

On behalf of the Board

Chandrasekhar

Subrahmoneyan Arun Pathak

Director Director

Place : New Delhi

Date :25th April, 2013

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Mar 31, 2012

The Directors submit their Report for the financial year ended 31st March, 2012.

FINANCIAL PERFORMANCE

During the year under review, your Company earned a licence fee of Rs 361.25 lakhs (previous year - Rs 392.30 lakhs) showing a de growth of 7.91% over last year. This reflects the impact of the general economic environment. The net profit of the Company increased to Rs 304.37 lakhs (previous year - Rs 294.97 lakhs) registering a growth of 3.19%. The Company's focus on proactive treasury operations to invest surplus funds in tax saving mutual funds led to enhanced yields and reduced income tax for the year to Rs 115.21 lakhs (previous year - Rs 134.66 lakhs). Earnings per share for the year stood at Rs 8.04 and Cash Flows from operations were Rs 204.64 lakhs.

Your Directors are pleased to recommend a dividend of Rs 3.25 per equity share of Rs 10/- each (previous year - Rs 3/- per equity share) for the year ended 31st March, 2012. Your Board further recommends a transfer to General Reserve of Rs 30.44 lakhs (previous year - Rs 29.50 lakhs).

HOTEL OPERATIONS

Your Company's hotel Welcom Hotel Vadodara, licenced to ITC Limited, continues to retain its market leadership in the city of Vadodara. The hotel recorded an income of Rs 2444 lakhs during the year as compared to Rs 2650 lakhs in the previous year.

Your Company is pursuing the arbitration proceedings in a bid to settle the pending lease revision with respect to land on which your hotel is built. Your Company has filed its statement of claims with the Arbitrator and expects him to pass appropriate orders in this regard going forward.

The foreign exchange earnings of the hotel during the year were Rs 1342 lakhs as against Rs 1391 lakhs in the previous year.

CONSERVATION OF ENERGY

Considering the fact that the Company's hotel is under an operating licence with ITC Limited, no comment is made on conservation of energy. However, the hotel continues to focus on energy conservation, safety and environment.

EMPLOYEES

Your Directors wish to record their sincere appreciation of the efforts made and the support rendered by the employees of the Company. Your Company's total manpower strength as deployed in the Co mpany's hotel is 202.

None of the employees fall under the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

Mr Arun Pathak was appointed as an Additional Director of the Company with effect from 12th November, 2011. As per the provisions of Section 260 of the Companies Act, 1956, read with Article 130 of the Articles of Association of the Company, Mr Pathak would vacate office at the forthcoming Annual General Meeting (AGM) and being eligible, offers himself for appointment. Notice has been received from a Member of the Company under Section 257 of the Companies Act, 1956 for the appointment of Mr Pathak as Director. Appropriate resolution seeking your approval to his appointment is appearing in the Notice convening the 30th AGM of the Company.

In accordance with the provisions of Article 147 of the Articles of Association of the Company, Mr Rohit C Mehta will retire by rotation at the ensuing AGM of the Company and, being eligible, offers himself for re-election. The Board has recommended his re- election.

Mr Prafull Indulal Bhuva, who was also due to retire by rotation at the ensuing AGM, has intimated that he would not like to seek re-election as a Director at the ensuing AGM. The Board recommends that the vacancy so caused by the retirement of Mr Bhuva be not filled up. The Directors would like to place on record their sincere appreciation of the valuable services rendered by Mr Bhuva.

COMPLIANCE CERTIFICATE UNDER COMPANIES ACT, 1956

A certificate issued by Messrs H M Mehta & Associates, Company Secretaries, in terms of the provisions of Section 383A of the Companies Act, 1956, to the effect that the Company has complied with the applicable provisions of the said Act is attached to this Report.

AUDITORS

The Company's Auditors, Messrs Talati & Talati, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

OTHER INFORMATION

The certificate of the Auditors, Messrs Talati & Talati, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is annexed to the Report.

The Audit Committee of the Company reviewed the financial statements for the year under review at its meeting held on 27th April, 2012 and recommended them for the approval of the Board of Directors.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm having:

(i) followed in the preparation of the Annual Accounts the applicable accounting standards along with proper explanations relating to material departures, if any;

(ii) 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 your Company at the end of the financial year and of the profit of your Company for that period;

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

(iv) prepared the Annual Accounts on going concern basis.

On behalf of the Board

Chandrasekhar

Subrahmoneyan Arun Pathak

Director Director

Place : New Delhi

Date : 27th April, 2012

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Mar 31, 2011

The Directors submit their Report for the financial year ended 31 st March, 2011.

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2011

FINANCIAL PERFORMANCE

During the year under review, your Company earned a license fee of Rs. 392.30 lacs (previous year -Rs. 321.90 lacs) registering a 21.87% growth over last year and a net profit of Rs. 294.97 lacs (previous year - Rs. 250.40 lacs) after providing for income tax of Rs. 134.66 lacs (previous year - Rs. 128.93 lacs). Earnings Per Share for the year stood at Rs. 7.79 and Cash Flows from operations wereRs. 254.25 lacs.

Your Directors are pleased to recommend a dividend of Rs. 3/- per Equity Share of Rs. 10/- each (previous year - Rs. 2.75 per equity share) for the year ended 31st March, 2011. Your Board further recommends a transfer to General Reserve of Rs. 29.50 lacs (previous year Rs. 25.04 lacs).

HOTEL OPERATIONS

Your Companys hotel WelcomHotel Vadodara, licensed to ITC Limited, continues to retain its market leadership in the city of Vadodara. The hotel recorded an income of Rs. 2,650 lacs during the year as compared to Rs. 2,174 lacs in the previous year.

Your Company is pursuing the initiation of arbitration proceedings in a bid to settle the pending lease revision with respect to land on which your hotel is built and expect the Honourable Gujarat High Court to pass appropriate orders in this regard in the near future.

The foreign exchange earnings of the hotel during the year were Rs. 1,391 lacs as against Rs. 1,233 lacs in the previous year.

CONSERVATION OF ENERGY

Considering the fact that the Companys hotel is under an operating license with ITC Limited, no comment is made on conservation of energy. However, the hotel continues to focus on energy conservation, safety and environment.

EMPLOYEES

Your Directors wish to record their sincere appreciation of the efforts made and the support

rendered by the employees of the Company. Your Companys total manpower strength as deployed in the Companys hotel is 196.

None of the employees fall under the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

Mr. Ashok K. Tandon, Director of your Company resigned with effect from 13th December, 2010. Your Directors would like to place on record their sincere appreciation of the valuable services rendered by Mr. Tandon.

In accordance with the provisions of Article 147 of the Articles of Association of the Company, Mr. S. C. Sekhar and Mr. Nakul Anand will retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offer themselves for re-election. The Board has recommended their re-election.

Compliance Certificate Under Companies Act, 1956

A certificate issued by Messrs H. M. Mehta & Associates, Company Secretaries, in terms of the provisions of Section 383 A of the Companies Act, 1956, to the effect that the Company has complied with the applicable provisions of the said Act is attached to this Report.

AUDITORS

The Companys Auditors, Messrs Talati & Talati, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

OTHER INFORMATION

The certificate of the Auditors, Messrs Talati & Talati, confirming compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, is annexed to the Report.

The Audit Committee of the Company reviewed the financial statements for the year under review at its meeting held on 28th April, 2011 and recommended them for the approval of the Board of Directors.

Directors Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm having:

(i) followed in the preparation of the Annual Accounts the applicable Accounting Standards along with proper explanations relating to material departures, if any;

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

(iii) taken proper and sufficient care for the 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; and

(iv) prepared the Annual Accounts on going concern basis.

On behalf of the Board

Place : Gurgaon Rohit C Mehta S.C. Sekhar Date : 28th April, 2011 Director Director

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Mar 31, 2010

The Directors submit their Report for the financial year ended 31st March, 2010.

FINANCIAL PERFORMANCE

During the year under review, your Company earned a licence fee of Rs. 321.90 lacs (previous year - Rs. 303.82 lacs) registering a 5.94 % growth over last year and a net profit of Rs, 250.40 lacs (previous year - Rs. 239.24 lacs) after providing for income tax of Rs. 128.93 lacs (previous year - Rs. 123.60 lacs). Earnings Per Share for the year stood at Rs. 6.61 and Cash Flows from operations were Rs.181.89 lacs.

Your Directors are pleased to recommend a dividend of Rs. 2.75 per Equity Share of Rs. 10/- each (previous year - Rs. 2.50 per equity share) for the year ended 31st March,2010.Your Board further recommends a transfer to General Reserve of Rs. 25.04 lacs (previous year Rs. 23.92 lacs).

HOTEL OPERATIONS

Your Companys hotel WelcomHotel Vadodara, licenced to ITC Limited, continues to retain its market leadership in the city of Vadodara. The hotel recorded an income of Rs. 2174 lacs during the year as compared to Rs. 2046 lacs in the previous year.

The foreign exchange earnings of the hotel during the year were Rs. 1233 lacs as against Rs. 1,200 lacs in the previous year.

CONSERVATION OF ENERGY

Considering the fact that the Companys hotel is under an operating licence with ITC Limited, no comment is made on conservation of energy. However, the hotel continues to focus on energy conservation, safety and environment.

EMPLOYEES

Your Directors wish to record their sincere appreciation of the efforts made and the support rendered by the employees of the Company. Your Companys total manpower strength as deployed in the Companys hotel is 192.

None of the employees fall under the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

In accordance with the provisions of Article 147 of the Articles of Association of the Company, Mr. C K Koshy and Mr. M Narayanan will be retiring by rotation at the ensuing Annual General Meeting of your Company and being eligible, offer themselves for re-appointment.

Compliance Certificate under Companies Act, 1956

A certificate issued by Messrs H M Mehta & Associates, Company Secretaries, in terms of the provisions of Section 383 A of the Companies Act, 1956, to the effect that the Company has complied with the applicable provisions of the said Act is attached to this Report.

AUDITORS

The Auditors of your Company, Messrs Talati & Talati, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

OTHER INFORMATION

The certificate of the Auditors, Messrs Talati & Talati, confirming compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges,is annexed to the Report.

The Audit Committee of the Company reviewed the financial statements for the year under review at its meeting held on 28th April, 2010 and recommended them for the approval of the Board of Directors.

Directors Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm having:

(i) followed in the preparation of the Annual Accounts the applicable Accounting Standards along with proper explanations relating to material departures, if any;

(ii) selected such accounting policies and applied them consistently and made judgements and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) taken proper and sufficient care for the 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; and

(iv) prepared the Annual Accounts on a going concern basis.

On behalf of the Board

Place: Guragon S C Sekar Ashok K Tandon

Date :28th April, 2010 Director Director