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Directors Report of Howard Hotels Ltd.

Mar 31, 2015

DEAR MEMBERS,

The Director's have pleasure in presenting the Twenty Sixth Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2015.

FINANCIAL HIGHLIGHTS

The Performance of the Company for the financial year ended 31st March 2015 is summarized below:

(Rs. in Lacs)

PARTICULARS CURRENT YEAR PREVIOUS YEAR (2014-15) (2013-14)

1. Total Income 947. 96 982.89

Less: i) Operating, 832.39 828.07 Administrative & other Exp.

2. Earning before interest 115. 57 154.81 and depreciation

Less: i) Interest 25.67 26.63

ii) Depreciation 68.14 86.90

3. Profit before Tax 21.76 41.29

Less: provision for Tax

i) Current 4.15 7.87

ii) Deferred 4.74 16.63

iii) Earlier year Tax 0.05 -

iv) MAT Credit (4.15) (7.87)

4. Profit after Tax 16.97 24.66

Add: Balance of Profit as per 299.47 274.80 last Balance Sheet

Less: Adjustment of depreciation on 7.91 - account of change in estimated life of fixed assets

5. Balance available for 308.53 299.46 appropriation

COMPANY'S PERFORMANCE

During the year under review, the Company has total revenues of 947.96 Lacs as compared to 982.89 Lacs during the previous year. The net profit for the year under review has been 16.97 Lacs as against 24.66 Lacs during the previous year. Your directors are continuously looking for avenues for future growth of the Company in Hotel Industry.

DIVIDEND

The Company has decided to plough back its entire profits for future developments. Hence no dividend is recommended for the year under review.

RESERVES

The appropriations for the year are:

(Rs. in Lacs)

PARTICULARS CURRENT YEAR PREVIOUS YEAR (2014-15) (2013-14)

Securities Premium A/c as 40.50 40.50 per last Balance Sheet

Addition during the year - -

(a) 40.50 40.50

Balance in P&L A/c as per 299.47 274.80 last Balance Sheet

Addition during the year 16.97 24.66

Adjustment of depreciation 7.91 - on account of change in estimated life of fixed assets (b) 308.53 299.47

Total Reserve & Surplus 349.03 339.97 (2 b)

PAID UP CAPITAL

As at March 31,2015 As at March 31,2014 PARTICULARS (Rs. in Lacs) (Rs. in Lacs)

SHARE CAPITAL

Authorised Shares 1,000.00 1,000.00 1,00,00,000 Equity Shares of 10 each

Issued, Subscribed & 911.32 911.32 fully paid up shares 91,13,200 Equity Shares of Rs.10 each fully paid up

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts Or arrangements with related parties referred to in Section 188(1) of the Companies Act,2013, in the prescribed form AOC-2, is appended as Annexure- IV to the Board's Report.

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the http://www.howardhotelsltd.com/Other Reports/Policy on Related Party Transactions

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Loans, guarantees and investments covered under Section 186 of the Companies Act,2013 form part of the notes to the financial statements provided in this Annual Report.

ACCEPTANCE OF DEPOSITS

The Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013, and the Companies (Acceptance of Deposit) Rules, 2014 , during the year under review.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure I to this Report.

BOARD DIVERSITY

The Company recognises and embraces the importance of a diverse board in its success . We believe that a truly diverse board will leverage difficulties in thought, perspective, knowledge, skill, regional And industry experience, culture and geographical background, age, ethnicity, race, gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity policy as well which is available on our website http://www.howardhotelsltd.com.

MEETINGS OF THE BOARD

Six meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act,2013.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31,2015, The Board consist of 6 members, three of whom are executive/whole-time directors and three are independent directors. The Board periodically evaluates the need for change in its composition and size.

The policy of the Company on director's appointment and other matters provided under sub section 3 of section 178 of the Companies Act, 2013 can be assessed at http://www.howardhotelsltd.com/Other Reports/Policy for Selection of Directors and Determining Directors independence.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

BOARD EVALUATION

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors which can be assessed at http://www.howardhotelsltd.com/Other Reports/Policy for selection of Directors and determining Directors independence and http://www.howardhotelsltd.com/other Reports /Nomination and remuneration Policy.

REAPPOINTMENTS AND RESIGNATIONS/APPOINTMENTS

At the ensuing Annual General Meeting Mr. Rakesh Kumar Agarwal and Mr. Ravi Kant Bansal, Directors of the Company, will retire by rotation and, being eligible; offer themselves for reappointment in terms of provisions of Companies Act, 2013 read with Articles of Association of the Company. Mr. Sanjay Kumar Pathak demitted office as a Director with effect from March 30, 2015.The Board places on record its deep appreciation for the valuable contribution made by him during his tenure as Director of the Company. Mrs. Alka Agarwal was appointed as an Additional Director at the Board meeting held on March 30,2015 seeking Shareholder's approval in this Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, we hereby state:

i) .that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation and that there are no material departures;

ii) .that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit and loss of the Company for that period;

iii) that the directors have 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 the Company and for preventing and detecting fraud and other irregularities;

iv).that the directors have prepared the Annual Accounts on a going concern basis.

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

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

AUDITORS AND AUDITORS' REPORT

STATUTORY AUDITORS

M/s. P. C. Bindal & Co., Chartered Accountants, New Delhi, the Statutory Auditors of the Company are the retiring Auditors and being eligible, offers themselves for re-appointment. The Certificate u/s 139(1) of the Companies Act, 2013 has been obtained from them and they are not disqualified for such re-appointment within the meaning of Section 141 of the said Act. Your directors recommend the ratification for reappointment of Statutory Auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

SECRETARIAL AUDITOR

The Board has appointed Mr. Satyendra Sharma, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITOR

The Board has appointed an Internal Auditor to conduct the Internal Audit for the financial year 2014-15. The Internal Audit Report for the financial year ended March 31, has been submitted to the Company and it does not contain any qualification, reservation or adverse remark.

ACCOUNTS & AUDIT

The observations of Auditors in their report, read with the relevant notes to accounts, are self-explanatory and do not require further explanation. There are no qualifications, reservations or adverse remarks or disclaimers made by P.C.Bindal & Co., Chartered Accountants, Statutory Auditors, in their report and by Mr. Satyendra Sharma, Company Secretary in Practice, in his Secretarial Audit Report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

REGULATORY ACTIONS

The following regulatory actions are pending as on date March 31, 2015

Name of the Nature Amount Period to Statute of Dues (Rs. in lacs) which Amount relates

Sales Tax Sales Tax 1.57 2009-10 to 2012-13 Act Demand

Provident Provident Fund 9.19 01/04/1996 to 31/01/2014 Fund Penalty

Name of the Forum where dispute is pending Statute

Sales Tax Sales Tax Appellate tribunal Act

Provident Asstt. /Regional Commissioner, Fund Provident Fund

CASH FLOW ANALYSIS

The Cash Flow Statement for the year, under reference in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges, is annexed with the Annual Accounts of the Company.

DISCLOSURES:

AUDIT COMMITTEE

The Audit Committee comprises Independent Directors namely Mr. Rakesh Kumar Agarwal (Chairman), Mr. Ravi Kant Bansal and Mrs. Alka Agarwal as other Members. All the recommendations made by the Audit Committee were accepted by the Board.

WHISTLE BLOWER POLICY & VIGIL MECHANISM COMMITTEE

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be disclosed to the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. The report is annexed herewith as Annexure III to this Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith marked as Annexure V.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the year under review, no employee, whether employed for the whole or part of the year, was drawing remuneration in excess of the limits set out in the said rules. Hence the details required under the said Rules are not given.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company's website.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement, a separate section on Corporate Governance forms part of the Annual Report. A certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is also separately given in Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis of financial condition and results of operation of the Company for the year under review, as required under clause 49 of the Listing Agreement with the stock exchanges, is given separately under the head "Management Discussion & Analysis Report" in Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as under:

A) Conservation of energy:

(i) the steps taken or impact on The Energy Conservation efforts conservation of energy; in the Company are being pursued on a continuous basis and the Company is making its full efforts to minimize wastage and to make optimum utilization of energy.

(ii) the steps taken by the company for utilizing alternate sources N.A. of energy;

(iii) the capital investment on energy conservation equipments; N.A.

B) Technology absorption:

(i) the efforts made towards N.A. technology absorption;

(ii) the benefits derived like product N.A. improvement, cost reduction, product development or import substitution;

(iii) in case of imported technology N.A. (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported; N.A.

(b) the year of import; N.A.

(c) whether the technology N.A. been fully absorbed;

(d) if not fully absorbed, areas N.A. where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on N.A. Research and Development.

C) Foreign Exchange Earnings & Outgo

(Rs. in Lacs)

March 31,2015 March 31,2014

Total Foreign Currency Earned 44.86 58.81

Total Foreign Currency Outgo (traveling) 0.63 1.36

CORPORATE SOCIAL RESPONSIBILITY

The Company has not constituted the Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013 as the said provision is not applicable to the Company.

INDUSTRIAL RELATIONS

The industrial relations remained cordial and peaceful throughout the year in the Company. The Directors wish to place on record their appreciation for the contribution of the workers and officers of the Company at all level.

DEPOSITORY SYSTEMS

As the members are aware, the Company's shares are compulsorily tradable in electronic form. As on March 31, 2015, 83.14% of the Company's paid-up capital representing 7576938 Equity Shares is in dematerialized form with both the depositories as compared to 82.94% representing 7558638 equity shares for the previous year ending March 31,2014.

Your Company has established connectivity with both depositories - National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through RTA i.e. M/s. Link Intime India Pvt. Ltd.

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the assistance, co-operation and encouragement extended to the Company by Central Government, State Government, Financial Institutions, SEBI, Stock Exchanges, Custodian, Regulatory/Statutory Authorities, Registrars & Share Transfer Agent and other related Department of Tourism. Your directors thank the customers, client, vendors, dealers, Company's bankers and other business associates for their continuing support and unstinting efforts in the Company's growth. The Board also wishes to place on record their deep appreciation for the commitment displayed by all the executives, officers and staff, resulting in successful performance during the year. The company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors are also thankful to the stakeholders, shareholder and depositors for their continued patronage.

For & on behalf of Board of Directors of HOWARD HOTELS LIMITED

Sd /- Place: Agra [Nirankar Nath Mittal] Date: August 03 ,2015 Chairman & Managing Director [DIN: 01533102]


Mar 31, 2014

TO THE MEMBERS,

The Director''s have pleasure in presenting the Twenty Fifth Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS

The Performance of the Company for the financial year ended 31st March 2014 is summarized below:

(Rs.''In Lacs) PARTICULARS CURRENT YEAR PREVIOUS YEAR (2013-14) (2012-13)

1. Total Income 982.89 873.31

Less: i) Operating, Administrative 828.07 743,74 & other Exp.

2. Earning before interest and depreciation 154.81 129.57

Less: i) Interest 26.63 24.08

ii) Depreciation 86:90 76.91

3. Profit before Tax 41.29 28.58

Less: provision for Tax

i) Current 7.87 5.45

iii) Deferred 16.63 8.41

iv) MAT Credit (7.87) (5.45)

4. Profit after Tax 24.66 20.17

Add: Balance of Profit as per last Balance 274.80 254.63 Sheet

5. Balance available for appropriation 299.46 274.80

COMPANY''S PERFORMANCE

During the year under review, the Company has total revenues of 982.89 Lacs as compared to '' 873.31 Lacs during the previous year. The net profit for the year under review has been '' 24.66 Lacs as against'' 20.17 Lacs during the previous year. Your directors are continuously looking for avenues for future growth of the Company in Hotel Industry.

DIRECTORS

At the ensuing Annual General Meeting Mr. Shri Kant Mittal and Mr. Ravi Kant Bansal, Directors of the Company, will retire by rotation and, being eligible; offer themselves for reappointment in terms of provisions of Companies Act, 1956 read with Articles of Association of the Company.

AUDITORS

M/s. P. C. Bindal & Co., Chartered Accountants, New Delhi, the Statutory Auditors of the Company are the retiring Auditors and being eligible, offers themselves for re-appointment. The Certificate u/s u/s 224(1B) of the Companies Act, 1956 has been obtained from them and they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act. Your directors recommend their reappointment as Statutory Auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

ACCOUNTS & AUDIT

The observations of Auditors in their report, read with the relevant notes to accounts, are self explanatory and do not require further explanation.

CASH FLOW ANALYSIS

The Cash Flow Statement for the year, under reference in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges, is annexed with the Annual Accounts of the Company.

DIVIDEND

The Company has decided to plough back its entire profits for future developments. Hence no dividend is recommended for the year under review.

ACCEPTANCE OF DEPOSITS

The Company has not accepted any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposit) Rules, 1975 , during the year under review.

PARTICULARS OF EMPLOYEES

During the year under review, no employee, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits as laid down u/s. 217 (2 A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended. Hence the details required under Section 217 (2A) are not given.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, we hereby state:

i) .that in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures;

ii) .that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit and loss of the Company for that period;

iii) .that the directors have 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;

iv) .that the directors have prepared the Annual Accounts on a going concern basis.

vj.that the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement, a separate section on Corporate Governance forms part of the Annual Report. A certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is also separately given in Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis of financial condition and results of operation of the Company for the year under review, as required under clause 49 of the Listing Agreement with the stock exchanges, is given separately under the head "Management Discussion & Analysis Report" in Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required under Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as under:

A. Conservation of Energy

The Energy Conservation efforts in the Company are being pursued on a continuous basis and the Company is making its full efforts to minimize wastage and to make optimum utilization of energy.

B. Technology Absorption

The Company is basically involved in the hotel business and as such the required particulars in term of rule 8 are not applicable.

X. Foreign Exchange Earnings & Outgo

(Rs. In Lacs)

March 31, 2014

Total Foreign Currency Earned 58.81 56.74

Total Foreign Currency Outgo (traveling) 1.36 26.51

INDUSTRIAL RELATIONS

The industrial relations remained cordial and peaceful throughout the year in the Company. The Directors wish to place on record their appreciation for the contribution of the workers and officers of the Company at all level.

DEPOSITORY SYSTEMS

As the members are aware, the Company''s shares are compulsorily tradable in electronic form. As on March 31, 2014, 82.94% of the Company''s paid-up capital representing 7558638 Equity Shares is in dematerialized form with both the depositories as compared to 82.81% representing 7546541 equity shares for the previous year ending March 31, 2013.

Your Company has established connectivity with both depositories - National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through RTA i.e. M/s. Link Intime India Pvt. Ltd.

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the assistance, co-operation and encouragement extended to the Company by Central Government, State Government, Financial Institutions, SEBI, Stock Exchanges, Custodian, Regulatory/Statutory Authorities, Registrars & Share Transfer Agent and other related Department of Tourism. Your directors thank the customers, client, vendors, dealers, Company''s bankers and other business associates for their continuing support and unstinting efforts in the Company''s growth. The Board also wishes to place on record their deep appreciation for the commitment displayed by all the executives, officers and staff, resulting in successful performance during the year. The company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors are also thankful to the stakeholders, shareholder and depositors for their continued patronage.

For & on behalf of Board of Directors of HOWARD HOTELS LIMITED

Sd/- Place: Agra [Nirankar Nath Mittal] Date: August 02 ,2014 Chairman & Managing Director


Mar 31, 2013

TO THE MEMBERS,

The Director''s have pleasure in presenting the Twenty Fourth Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2013.

FINANCIAL HIGHLIGHTS

The Performance of the Company for the financial year ended 31st March 2013is summarized below:

In Lacs)

PARTICULARS CURRENT YEAR PREVIOUS YEAR (2012-13) (2011-12)

1.Total Income 873.31 1052.46

Less: i) Operating, Administrative & other Exp. 743.74 847.43

2.Earning before interest and depreciation 129.57 205.03

Less: i) Interest 24.08 18.24

ii) Depriciation 76.91 69.58

3.Profit before Tax 28.58 117.21

Less: provision for Tax

i) Current 5.45 23.45

iii) Deferred 8.41 34.67

iv) MAT Credit (5.45) (23.45)

4.Profit after Tax 20.17 82.54

Add: Balance of Profit as per last Balance Sheet 254.63 172.09

5. Balance available for appropriation 274.80 254.63

COMPANY''S PERFORMANCE

During the year under review, the Company has total revenues of Rs. 873.31 Lacs as compared to t 1052.46 Lacs during the previous year. The net profit for the year under review has been Rs. 20.17 Lacs as against Rs. 82.54 Lacs during the previous year. The divergent trend in profit is on account of Hotel remained under renovation for a considerable period. Your directors are continuously looking for avenues for future growth of the Company in Hotel Industry.

DIRECTORS

At the ensuing Annual General Meeting Uday Bhan Singh Sikarwar and Rakesh Kumar Agarwal, Directors of the Company, will retire by rotation and, being eligible; offer themselves for reappointment in terms of provisions of Companies Act, 1956 read with Articles of Association of the Company.

AUDITORS

M/s. P. C. Bindal & Co., Chartered Accountants, New Delhi, the Statutory Auditors of the Company are the retiring Auditors and being eligible, offers themselves for re-appointment. The Certificate u/s 224(1B) of the Companies Act, 1956 has been obtained from them and they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act. Your directors recommend their reappointment as Statutory Auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

ACCOUNTS & AUDIT

The observations of Auditors in their report, read with the relevant notes to accounts, are self explanatory and do not require further explanation.

CASH FLOW ANALYSIS

The Cash Flow Statement for the year, under reference in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges, is annexed with the Annual Accounts of the Company.

DIVIDEND

The Company has decided to plough back its entire profits for future developments. Hence no dividend is recommended for the year under review,

ACCEPTANCE OF DEPOSITS

The Company has not accepted any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposit) Rules, 1975, during the year under review.

PARTICULARS OF EMPLOYEES

During the year under review, no employee, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits as laid downu/s. 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended. Hence the details required under Section 217 (2A) are not given.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, we hereby state:

i. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit and loss of the Company for that period;

iii. that the directors have 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;

iv. that the directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement, a separate section on Corporate Governance forms part of the Annual Report. A certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is also separately given in Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis of financial condition and results of operation of the Company for the year under review, as required under clause 49 of the Listing Agreement with the stock exchanges, is given separately under the head "Management Discussion & Analysis Report" in Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required under Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as under:

A. Conservation of Energy

The Energy Conservation efforts in the Company are being pursued on a continuous basis and the Company is making its full efforts to minimize wastage and to make optimum utilization of energy.

B. Technology Absorption

The Company is basically involved in the hotel business and as such the required particulars in term of rule 2 are not applicable.

C. Foreign Exchange Earnings & Outgo

(in Lacs) March 31.2013 March 31.2012

Total Foreign Currency Earned 56.74 95.88

Total Foreign Currency Outgo (traveling) 26.51 21.94

INDUSTRIAL RELATIONS

The industrial relations remained cordial and peaceful throughout the year in the Company. The Directors wish to place on record their appreciation for the contribution of the workers and officers of the Company at all level.

DEPOSITORY SYSTEMS

As the members are aware, the Company''s shares are compulsorily tradable in electronic form. As on March 31, 2013, 82.81% of the Company''s paid-up capital representing 7546541 Equity Shares is in dematerialized form with both the depositories as compared to 82.64% representing 7531223 equity shares for the previous year ending March 31, 2012.

Your Company has established connectivity with both depositories - National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through RTA i.e. M/s. Link Intime India Pvt. Ltd

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the assistance, co-operation and encouragement extended to the Company by Central Government, State Government Financial Institutions, SEBI, Stock Exchanges, Custodian, Regulatory/Statutory Authorities, Registrars & Share Transfer Agent and other related Department of Tourism. Your directors thank the customers, client, vendors, dealers, Company''s bankers and other business associates for their continuing support and unstinting efforts in the Company''s growth. The Board also wishes to place on record their deep appreciation for the commitment displayed by all the executives, officers and staff, resulting in successful performance during the year. The company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors are also thankful to the stakeholders, shareholder and depositors for their continued patronage.

For & on behalf of Board of Directors of HOWARD HOTELS LIMITED



sd/- Place: Agra [Nirankar Nath Mittal] Date: 2nd August, 2013 Chairman & Managing Director


Mar 31, 2012

The Director's have pleasure in presenting the Twenty Third Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

The Performance of the Company for the financial year ended 31st March 2012 is summarized below:

(Rs. In Lacs)

PARTICULARS CURRENT YEAR PREVIOUS YEAR (2011-12) (2010-11)

1. Total Income 1052.46 1049.73

Less: i) Operating, Administrative & other Exp. 847.43 805.22

2. Earning before interest and depreciation 205.03 244.71

Less: i) Interest 18.24 34.01

ii) Depreciation 69.58 62.19

3. Profit before Tax 117.21 148.31

Less: provision for Tax

i) Current 23.45 29.60

iii) Deferred 34.67 48.93

iv) MAT Credit (23.45) (29.60)

4. Profit after Tax 82.54 99.38

Add: Balance of Profit as per last Balance Sheet 172.09 (72.71)

5. Balance available for appropriation 254.63 172.09

COMPANY'S PERFORMANCE

During the year under review, the Company has total revenues of Rs. 1052.46 Lacs as compared to Rs. 1049.73 Lacs during the previous year. The net profit for the year under review has been Rs. 82.54 Lacs as against Rs. 99.38 Lacs during the previous year. Your directors are continuously looking for avenues for future growth of the Company in Hotel Industry.

DELISTING

The Equity shares of the Company have been delisted from Delhi Stock Exchange Limited vide letter no. DSE/LIST/7625/15153/3525 Dated July 01, 2011.

However, the Equity Shares of the Company will continue to be listed on Bombay Stock Exchange.

DIRECTORS

At the ensuing Annual General Meeting Mr. Shri Kant Mittal and Mr. Ravi Kant Bansal, Directors of the Company, will retire by rotation and, being eligible; offer themselves for reappointment in terms of provisions of Companies Act, 1956 read with Articles of Association of the Company.

AUDITORS

M/s. P. C. Bindal & Co., Chartered Accountants, New Delhi, the Statutory Auditors of the Company are the retiring Auditors and being eligible, offers themselves for re-appointment. The Certificate u/s 224(1B) of the Companies Act, 1956 has been obtained from them and they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act. Your directors recommend their reappointment as Statutory Auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

ACCOUNTS & AUDIT

The observations of Auditors in their report, read with the relevant notes to accounts, are self explanatory and do not require further explanation.

CASH FLOW ANALYSIS

The Cash Flow Statement for the year, under reference in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges, is annexed with the Annual Accounts of the Company.

DIVIDEND

The Company has decided to plough back its entire profits for future developments. Hence no dividend is recommended for the year under review.

ACCEPTANCE OF DEPOSITS

The Company has not accepted any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposit) Rules, 1975, during the year under review.

PARTICULARS OF EMPLOYEES

During the year under review, no employee, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits as laid down u/s. 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended. Hence the details required under Section 217 (2A) are not given.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, we hereby state:

i. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit and loss of the Company for that period;

iii. that the directors have 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;

iv. that the directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement, a separate section on Corporate Governance forms part of the Annual Report. A certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is also separately given in Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis of financial condition and results of operation of the Company for the year under review, as required under clause 49 of the Listing Agreement with the stock exchanges, is given separately under the head "Management Discussion & Analysis Report" in Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required under Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as under:

A. Conservation of Energy

The Energy Conservation efforts in the Company are being pursued on a continuous basis and the Company is making its full efforts to minimize wastage and to make optimum utilization of energy.

B. Technology Absorption

The Company is basically involved in the hotel business and as such the required particulars in term of rule 2 are not applicable.

C. Foreign Exchange Earnings & Outgo

(Rs. In Lacs)

March 31, 2012 March 31, 2011

Total Foreign Currency Earned 95.88 97.18

Total Foreign Currency Outgo (traveling) 21.94 -

INDUSTRIAL RELATIONS

The industrial relations remained cordial and peaceful throughout the year in the Company. The Directors wish to place on record their appreciation for the contribution of the workers and officers of the Company at all level.

DEPOSITORY SYSTEMS

As the members are aware, the Company's shares are compulsorily tradable in electronic form. As on March 31, 2012, 82.64% of the Company's paid-up capital representing 7531223 Equity Shares is in dematerialized form with both the depositories as compared to 82.26% representing 7496280 equity shares for the previous year ending March 31, 2011.

Your Company has established connectivity with both depositories - National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through RTA i.e. M/s. Link Intime India Pvt. Ltd.

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the assistance, co-operation and encouragement extended to the Company by Central Government, State Government, Financial Institutions, SEBI, Stock Exchanges, Custodian, Regulatory/Statutory Authorities, Registrars & Share Transfer Agent and other related Department of Tourism. Your directors thank the customers, client, vendors, dealers, Company's bankers and other business associates for their continuing support and unstinting efforts in the Company's growth. The Board also wishes to place on record their deep appreciation for the commitment displayed by all the executives, officers and staff, resulting in successful performance during the year. The company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors are also thankful to the stakeholders, shareholder and depositors for their continued patronage.

For & on behalf of

Board of Directors of

HOWARD HOTELS LIMITED

Sd/-

Place: Agra [Nirankar Nath Mittal]

Date: August 2,2012 Chairman & Managing Director


Mar 31, 2011

TO THE MEMBERS,

We are delighted to present the 22nd Annual Report together with the Audited Accounts and Auditor's Report of the Company on the business and operations of the Company for the financial year ended March 31, 2011.

FINANCIAL HIGHLIGHTS

A summarized position of the profits/losses and taxation for the year under review as compared to the previous year is given below:

(Rs. In Lacs)

PARTICULARS CURRENT YEAR PREVIOUS YEAR

(2010-11) (2009-10)

1. Total Income 1049.73 892.25 Less: i) Operating, Administrative & other Exp. 805.02 653.32

2. Earning before interest and depreciation 244.71 238.93 Less: i) Interest 34.01 38.44 ii) Depreciation 62.19 54.57

3. Profit before Tax 148.51 145.92 Less: provision for Tax i) Current 29.60 24.94 ii) Wealth 0.20 0.14 iii) Deferred 48.93 50.47 iv) Fringe Benefit - - v) Earlier Year - 0.47 vi) MAT Credit (29.60) (24.94)

4. Profit after Tax 99.38 94.84 Add: Balance of Profit as Per last Balance Sheet (72.71) (22.13)

5. Balance available for appropriation 172.09 72.71

COMPANY'S PERFORMANCE

During the year under review, the Company has total revenues of Rs. 1049.73 Lacs as compared to Rs. 892.25 Lacs during the previous year. The net profit for the year under review has been Rs. 99.38 Lacs as against Rs. 94.84 Lacs during the previous year. Your directors are continuously looking for avenues for future growth of the Company in Hotel Industry.

OPEN OFFER

Consequence on public announcement of Open Offer given by the promoters on April 08, 2010 to the Equity Shareholders of Howard Hotels Limited for acquisition of 1822640 Equity Shares of the Company representing 20% of the fully paid up expanded equity share capital and voting capital in compliance with Regulations 10 & 11 and other applicable Regulations of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendment thereto, the Acquirers has made an open offer to the shareholders to acquire 18,22,640 equity shares of the target company of face value of Rs. 10 each, representing in aggregate 20% of the expanded paid up equity capital of the Company.

The offer was opened on August 24, 2010 and closed on September 13, 2010. The total shares tendered under the offer were 16,66,626 and the total shares accepted under the offer are 16,65,426 out of which 602993, 505266, 557167 Equity Shares were acquired by Mr. Nirankar Nath Mittal, Mr. Nirvikar Nath Mittal and Mrs. Brij lata Mittal respectively.

Presently the holding of Promoter and Promoter Group is 55,08,500 Equity Shares constituting 60.45% of the share Capital of the Company.

DELISTING

Considering the fact that trading in the equity shares of the Company on the Stock Exchanges at Delhi and Kanpur (UP) were rare and negligible and disproportionate to the listing fees paid by the Company to these Stock Exchanges and Pursuant to SEBI (Delisting of Equity Shares) Regulations, 2009, the Board of Directors of the Company at their Meeting held on February 3, 2011, has decided to file the application for voluntary delisting of the Company's equity shares from the Delhi and U.P. Stock Exchanges and continue it's listing only with the Bombay Stock Exchange to avoid unnecessary financial and administrative burden due to multiple compliance of thee various clauses of the listing agreement from time to time and to provide better services to the investor through the nationwide stock exchange terminal.

The applications for voluntary delisting from Delhi Stock Exchange Ltd. and U.P. Stock Exchange Ltd were filed on March 1, 2011.

The Equity Shares of the Company have been delisted from U.P. Stock Exchange Ltd vide letter no. UPSE/2010- 11/LISTING/4797 dated March 30, 2011. The application filed with Delhi Stock Exchange for delisting is in process.

However, the Equity Shares of the Company will continue to be listed on Bombay Stock Exchange Ltd..

DIRECTORS

At the ensuing Annual General Meeting Mr. Uday Bhan Singh Sikarwar and Mr. Rakesh Kumar Agarwal, Directors of the Company, will retire by rotation and, being eligible; offer themselves for reappointment in terms of provisions of Companies Act, 1956 read with Articles of Association of the Company.

Due to Some Pre-occupancy, Mr. Pawan Kumar has resigned from the Directorship of the Company and the Board of Directors in its meeting held on July 18, 2011 accepted their resignation with effect from July 18, 2011.

Mr. Pawan Kumar was also the member of Audit Committee, Remuneration Committee and Share Transfer and Investor Grievance Committee of the Company.

AUDITORS

M/s. P. C. Bindal & Co., Chartered Accountants, New Delhi, the Statutory Auditors of the Company are the retiring Auditors and being eligible, offers themselves for re-appointment. The Certificate u/s 224(1B) of the Companies Act, 1956 has been obtained from them and they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act. Your directors recommend their reappointment as Statutory Auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

ACCOUNTS & AUDIT

The observations of Auditors in their report, read with the relevant notes to accounts in Schedule-13, are self explanatory and do not require further explanation.

CASH FLOW ANALYSIS

The Cash Flow Statement for the year, under reference in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges, is annexed with the Annual Accounts of the Company.

DIVIDEND

The Company has decided to plough back its entire profits for future developments. Hence no dividend is recommended for the year under review.

ACCEPTANCE OF DEPOSITS

The Company has not accepted any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposit) Rules, 1975, during the year under review.

PARTICULARS OF EMPLOYEES

During the year under review, no employee, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits as laid down u/s. 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended. Hence the details required under Section 217 (2A) are not given.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, we hereby state:

i. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit and loss of the Company for that period;

iii. that the directors have 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;

iv. that the Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement, a separate section on Corporate Governance forms part of the Annual Report. A certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is also separately given in Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis of financial condition and results of operation of the Company for the year under review, as required under clause 49 of the Listing Agreement with the stock exchanges, is given separately under the head "Management Discussion & Analysis Report" in Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

Particulars required under Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as under:

A. Conservation of Energy

The Energy Conservation efforts in the Company are being pursued on a continuous basis and the Company is making its full efforts to minimize wastage and to make optimum utilization of energy.

B. Technology Absorption

The Company is basically involved in the hotel business and as such the required particulars in term of rule 2 are not applicable.

INDUSTRIAL RELATIONS

The industrial relations remained cordial and peaceful throughout the year in the Company. The Directors wish to place on record their appreciation for the contribution of the workers and officers of the Company at all level.

DEPOSITORY SYSTEMS

As the members are aware, the Company's shares are compulsorily tradable in electronic form. As on March 31, 2011, 82.26% of the Company's paid-up capital representing 7496280 Equity Shares is in dematerialized form with both the depositories as compared to 49.70 % representing 4528931 equity shares for the previous year ending March 31, 2010.

Your Company has established connectivity with both depositories - National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through RTA i.e. M/s. Link Intime India Pvt. Ltd.

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the assistance, co-operation and encouragement extended to the Company by Central Government, State Government, Financial Institutions, SEBI, Stock Exchanges, Custodian, Regulatory/Statutory Authorities, Registrars & Share Transfer Agent and other related Department of Tourism. Your directors thank the customers, client, vendors, dealers, Company's bankers and other business associates for their continuing support and unstinting efforts in the Company's growth. The Board also wishes to place on record their deep appreciation for the commitment displayed by all the executives, officers and staff, resulting in successful performance during the year. The company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors are also thankful to the stakeholders, shareholder and depositors for their continued patronage.

For & on behalf of

Board of Directors of

HOWARD HOTELS LIMITED

Sd /- Place: Agra [Nirankar Nath Mittal] Date: August 11, 2011 Chairman & Managing Director


Mar 31, 2010

We are delighted to present the 21st Annual Report together with the Audited Accounts and Auditors Report of the Company on the business and operations of the Company for the financial year ended March 31, 2010.

FINANCIAL HIGHLIGHTS

A summarized position of the profits/losses and taxation for the year under review as compared to the previous year is given below:

(Rs. In Lacs)

PARTICULARS CURRENT PREVIOUS YEAR

YEAR (2009-2008)

1. Total Income 892.25 822.98

Less: i) Operating, Administrative & other Exp. 653.32 627.59

2. Earning before interest and depreciation 238.93 195.39

Less: i) Interest 38.44 48.89

ii) Depreciation 54.57 56.43

3. Profit before Tax 145.92 90.07

Less: provision for Tax

i) Current 24.94 9.13

ii) Wealth 0.14 0.15

iii) Deferred 50.47 31.72

iv) Fringe Benefit - 1.39

v) Earlier Year 0.47 1.13

vi) MAT Credit (24.94) (9.13)

4. Profit after Tax 94.84 55.68

Add: Balance of Profit as per last Balance Sheet (22.13) (77.81)

5. Balance available for appropriation 72.71 (22.13)



COMPANYS PERFORMANCE

During the year under review, the Company has total revenues of Rs. 892.25 Lacs as compared to Rs. 822.98 Lacs during the previous year. The net profit for the year under review has been Rs.94.84 Lacs as against Rs. 55.68 Lacs during the previous year. It shows increase of 70% in the net profit of the Company. Your directors are continuously looking for avenues for future growth of the Company in Hotel Industry.

PUBLIC ANNOUNCEMENT OF OPEN OFFER

Consequent on the approval of shareholders, 18,00,000 convertible warrants were issued to Promoter group carrying the rights to subscribe to equal number of Equity Shares of the Company on conversion within a period of 18 months from the date of allotment. The warrant holders have sent notice to the Company to convert the warrants into equity shares.

As a result of proposed conversion, the shareholding of Promoter Group will increase beyond their present holding of 14.53% thereby triggering the provisions of SEBI(SAST) REULATIONS.

Therefore, this mandatory public announcement of Open Offer has been given by the promoters on April 08, 2010 to the Equity Shareholders of Howard Hotels Limited for acquisition of 1822640 Equity Shares of the Company representing 20% of the fully paid up expanded equity share capital and voting capital in compliance with Regulations 10 & 11 and other applicable Regulations of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendment thereto.

DIRECTORS

At the ensuing Annual General Meeting Mr. Pawan Kumar and Mr. Shri Kant Mittal, Directors of the Company, will retire by rotation and, being eligible; offer themselves for reappointment in terms of provisions of Companies Act, 1956 read with Articles of Association of the Company.

AUDITORS

M/s. P. C. Bindal & Co., Chartered Accountants, New Delhi, the Statutory Auditors of the Company are the retiring Auditors and being eligible, offers themselves for re-appointment. The Certificate u/s 224(1B) of the Companies Act, 1956 has been obtained from them and they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act. Your directors recommend their reappointment as Statutory Auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

ACCOUNTS & AUDIT

The observations of Auditors in their report, read with the relevant notes to accounts in Schedule-13, are self explanatory and do not require further explanation.

CASH FLOW ANALYSIS

The Cash Flow Statement for the year, under reference in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges, is annexed with the Annual Accounts of the Company.

DIVIDEND

The Company has decided to plough back its entire profits for future developments. Hence no dividend is recommended for the year under review.

ACCEPTANCE OF DEPOSITS

The Company has not accepted any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposit) Rules, 1975, during the year under review.

PARTICULARS OF EMPLOYEES

During the year under review, no employee, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits as laid down u/s. 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended. Hence the details required under Section 217 (2A) are not given.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, we hereby state:

i. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profit and loss of the Company for that period;

iii. that the directors have 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;

iv. that the Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement, a separate section on Corporate Governance forms part of the Annual Report. A certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is also separately given in Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis of financial condition and results of operation of the Company for the year under review, as required under clause 49 of the Listing Agreement with the stock exchanges, is given separately under the head "Management Discussion & Analysis Report" in Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required under Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as under:

A. Conservation of Energy

The Energy Conservation efforts in the Company are being pursued on a continuous basis and the Company is making its full efforts to minimize wastage and to make optimum utilization of energy.

B. Technology Absorption

The Company is basically involved in the hotel business and as such the required particulars in term of rule 2 are not applicable.

C. Foreign Exchange Earnings & Outgo

(Rs. In Lacs)

March 31, 2010 March 31, 2009

Total Foreign Currency Encashed 107.00 123.27

Total Foreign Currency Earned 110.93 65.04

Total Foreign Currency Outgo - 3.27



INDUSTRIAL RELATIONS

The industrial relations remained cordial and peaceful throughout the year in the Company. The Directors wish to place on record their appreciation for the contribution of the workers and officers of the Company at all level.

DEPOSITORY SYSTEMS

As the members are aware, the Companys shares are compulsorily tradable in electronic form. As on March 31, 2010, 61.93% of the Companys paid-up capital representing 4528931 Equity Shares is in dematerialized form with both the depositories as compared to 57.38% representing 4196314 equity shares for the previous year ending March 31, 2009.

Your Company has established connectivity with both depositories - National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through RTA i.e. M/s. Link Intime India Pvt. Ltd.

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the assistance, co-operation and encouragement extended to the Company by Central Government, State Government, Financial Institutions, SEBI, Stock Exchanges, Custodian, Regulatory/Statutory Authorities, Registrars & Share Transfer Agent and other related Department of Tourism. Your directors thank the customers, client, vendors, dealers, Companys bankers and other business associates for their continuing support and unstinting efforts in the Companys growth. The Board also wishes to place on record their deep appreciation for the commitment displayed by all the executives, officers and staff, resulting in successful performance during the year. The company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors are also thankful to the stakeholders, shareholder and depositors for their continued patronage.

For & on behalf of Board of Directors

Sd /-

Place: Agra (Nirankar Nath Mittal)

Date: August 9, 2010 Chairman & Managing Director



 
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