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Directors Report of Kamat Hotels (India) Ltd.

Mar 31, 2016

Dear Members,

The Directors are pleased to present the 29th Annual Report together with the Audited financial statement of the Company for the year ended 31st March, 2016.

FINANCIAL SUMMARY

The financial summary for the year under review is as below:

(Rs. in lakhs)

Particulars

Year ended

Year ended

March 31, 2016

March 31, 2015

Total Income

15,816.20

13,930.63

Profit Before Interest, Depreciation & Taxation

4,673.33

3,316.48

Less: Interest and Finance Charges (net)

3,946.43

7,948.21

Less: Depreciation

1,280.04

1,837.84

Profit Before Exceptional Item and Tax

(553.14)

(6,469.57)

Add/(Less): Exceptional Item

(8,092.30)

-

Profit Before Tax

(8,645.44)

(6,469.57)

Less: Provision for current tax

-

117.18

Prior Period Adjustment - Income Tax

(117.17)

26.09

Deferred tax

-

(541.19)

MAT Credit entitlement

-

155.96

Profit After Tax but before Adjustments & Appropriations

(8,528.27)

(5,915.69)

Less: Prior Period Adjustments (Net)

-

-

Net (Loss)Profit after tax

(8,528.27)

(5,915.69)

Amount proposed to be carried to reserves

-

-

Add: Surplus / (Deficit) Brought Forward from previous year

(20,603.92)

(17,895.31)

Balance carried over to Balance Sheet

(29,132.19)

(20,603.92)

STATE OF COMPANY’S AFFAIRS

The average occupancy level of The Orchid, Mumbai, was, around 79% as compared to 69% in the previous year. The average occupancy level of VITS Mumbai was around 80% as compared to 72% in the previous year. The Average Room Rate, during the year under review, was at Rs. 5,553/- at The Orchid, Mumbai as compared to Rs. 5,355/- in the previous year and at Rs. 3,518/- at VITS, Mumbai as compared to Rs. 3,284/- in the previous year.

The total turnover of the Company for the year was recorded at Rs. 15,816.20 lakhs (of which the turnover of Rs. 9,000.36 lakhs pertains to The Orchid, Mumbai, Rs. 2,905.08 lakhs to VITS, Mumbai and Rs.3,910.76 lakhs to other units) as against Rs. 13,930.63 lakhs in the previous year, a increase of around 13.54% over the last year. The Company has registered loss after tax of Rs. 8,528.27 lakhs as compared to loss of Rs. 5,915.69 lakhs in the previous year.

MANAGEMENT / FRANCHISEE CONTRACTS

The Company has franchisee agreement for properties at VITS Aurangabad, Vithal Kamats Original Family Restaurants at Shahapur, Nashik and Solapur.

EXPLANATION AND COMMENTS ON QUALIFICATION MADE BY SECRETARIAL AUDITOR

Due to failure of the CDR mechanism in earlier year on account of and due to financial stringencies, the Company could not repay the loans and interest dues to its lenders, including to those lenders who did not participate in CDR package. Consequently, the lenders issued notices Under Section 13(2) of the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 and recalled the entire dues. IL& FS Financial Services Ltd, filed suit for recovery of the entire dues during the financial year, which is pending before the Bombay High Court and the Company has disputed the claim. In terms of interim orders passed by the High Court the Company has been depositing proceeds of its credit card collections with the Prothonotary & Senior Master of the High Court. The Company has not made provision for interest on this loan as per loan agreement and final adjustment will be made on disposal of the application in due course of time.

DIVIDEND

In view of loss incurred by the Company during the year under review, the Board of Directors does not recommend any dividend for the financial year ended 31st March, 2016 (Previous year NIL).

SHARE CAPITAL

During the year under review, there was no change in the Authorized or Paid up Share Capital of the Company.

MATERIAL CHANGES AND COMMITMENTS

There have not been any material changes and commitment affecting the financial position of the Company during the financial year 2015-16.

REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES IN TERMS OF RULE 8(1) OF COMPANIES (ACCOUNTS) RULES, 2014

In accordance with the provisions of Companies Act, 2013 (“the Act”), SEBI (LODR) Regulations, 2015 and Accounting Standard (AS) - 21 on Consolidated Financial Statements, the audited consolidated financial statements form part of the Annual Report.

In view of this, the Balance Sheet, Statement of Profit and Loss and other related documents of the subsidiaries are not attached in this Annual Report. A copy of Audited Financial Statements of the Subsidiaries shall be made available for inspection at the Registered Office of the Company during business hours. Any shareholder interested in obtaining a copy of separate Financial Statements of the subsidiaries shall make specific request in writing to the Secretarial Department.

The Audited Financial Statements of the subsidiaries are also available on the website of the Company As on 31st March, 2016 the Company had the following subsidiaries / joint ventures / associate Company:

Subsidiaries Company:

1. Orchid Hotels Pune Private Limited (OHPPL)

2. Fort Mahodadhinivas Palace Private Limited (FMPPL)

3. Kamats Restaurants (India) Private Limited (KRIPL)

4. Fort Jadhavgadh Hotels Private Limited (FJHPL)

5. Green Dot Restaurants Private Limited. (GDRPL)

Joint Venture Company / Associate Company:

Ilex Developers & Resorts Limited (IDRL)

A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 is provided in form AOC 1 as at page No.116 and note number 37 to the consolidated financial statement and hence not repeated here for the sake of brevity.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE YEAR AS PER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES, 2014

Mr. Vikram V. Kamat resigned from the office of Director of the Company w.e.f. 15th June, 2016 due to his other commitments. The Board of Directors place on record its sincere appreciation for the valuable guidance and co-operation extended to the Company by Mr. Vikram V. Kamat during his tenure.

Mr. Vikram V. Kamat was liable to retire by rotation at the ensuing 29th Annual General Meeting, however due to his resignation from the office of Director of the Company w.e.f 15th June, 2016, the Company is left with no other director whose term shall be liable to retire by rotation. Presently the Company has three Directors; Chairman cum Managing Director and two Independent Directors all of whose terms are not liable to retire by rotation. Hence, none of the Directors of the Company are liable to retire by rotation at the ensuing 29th Annual General Meeting of the Company.

The Company has appointed Mr. Bipinchandra Chunilal Kamdar as an Additional Director on the Board of the Company w.e.f 6th August, 2016. The term of Mr. Kamdar as an Additional Director will expire on the date of the ensuing 29th Annual General Meeting of the Company. The Company has received a notice in writing along with requisite security deposit under provisions of Section 160 of the Companies Act, 2013 from a member proposing the candidature of Mr. Kamdar as a Director of the Company. The Notice convening the 29th Annual General Meeting contains necessary resolution for his appointment as a Director of the Company.

During the year under review, Mr. Kurian Chandy, Chief financial Officer and Mr. Mahesh Kandoi, Company Secretary resigned from their respective posts with effect from 13th February, 2016. Thereafter, on 28th May, 2016, the Company appointed Mr. G.N. Shenoy as the Chief Financial Officer of the Company, However Mr. G.N. Shenoy left for heavenly abode on 5th June, 2016.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR:

Mr. D. D. Jadhav and Ms. Himali H. Mehta, Independent Directors of the Company have given their respective declaration as required under Section 149(7) of the Companies Act, 2013 to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 which were taken on record by the Board.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

The Company has conducted Familiarization Programmes to familiarize the Independent Directors of the Company. Details of the same are disclosed on the website of the Company and the we blink of the same is http://www.khil.com/hospitality-management/Familiarization%20 Programmes.pdf

EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form MGT 9 as provided under sub-section (3) of Section 92 of the Companies Act, 2013 is enclosed as Annexure A forming part of the Board''s Report.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2015-16, four meetings of the Board of Directors were held. The dates of Board meetings are given in the Corporate Governance section forming part of the Board''s Report

DIRECTORS’ RESPONSIBILITY STATEMENT

As required by Section 134 (3) (c ) and 134 (5) of the Companies Act, 2013 the Directors hereby state that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

2. selected accounting policies were applied 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 31st March, 2016 and of the loss of the Company for the financial year ended on that date.

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of the Directors'' knowledge and ability.

4. the annual accounts have been prepared on a going concern basis.

5. Internal Financial Controls to be followed by the Company have been laid down, and the said Internal Financial Controls are adequate and are operating effectively and;

6. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

NOMINATION AND REMUNERATION POLICY

In terms of Section 178 (3) of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) entered in to with the stock exchanges, a policy on Nomination and Remuneration of Directors and Senior Management Employees including, inter alia, criteria for determining qualifications, positive attributes, independence of directors and policy on Board Diversity was formulated by the Nomination and Remuneration Committee and adopted by the Board of Directors at their respective meetings held on 22nd March, 2014. However, to bring the said policy in line with the new LODR, it was further modified at the meeting of the Board held on 7th November, 2015. The said policy is annexed as Annexure B to the Board''s Report. The said policy is also posted on the website of the Company www.khil.com and its weblink is http://www.khil.com/hospitality-management/NOMINATION%20AND%20REMUNERATION%20POLICY.pdf.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The particulars of Loan given, Guarantees given and Investment made by the Company under Section 186 of the Companies Act, 2013 are given as under:

(Rs. in lakhs)

Particulars

Opening Balance

During the year

Closing Balance

Loans Given

20,474.06

20,474.06

Guarantee given or Security Provided

Guarantee given 20,434.00 Security provided 352.94 (given to wholly owned subsidiary)

20,786.94

20,786.94

Investment Made

9,884.53

-

556.24*

*Net of provision for diminution made during the year.

PARTICIULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY REFERRED TO IN SUB SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013,

The Board of Directors of the Company had formulated a policy on related party transactions and materiality of Related Party Transactions on 28th May, 2014 and subsequently modified it on 8th November, 2014 in terms of Clause 49 VII and VIII of the listing agreement. However, with the Listing Agreement being replaced by the new LODR, the policy was further modified to bring in line with the Regulations, at the meeting of the Board held on 7th November, 2015. The said policy is disclosed on the website of the Company, www.khil.com and its we blink is http:// www.khil.com/hospitality-management/POLICY%20ON%20RELATED%20PARTY%20TRANSACTION%20AND%20MATERIALITY%20OF%20 RELATED%20PARTY%20TRANSACTIQNS.pdf

During the year under review, no Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

STATEMENT OF ANNUAL PERFORMANE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

The Board of directors, at its meeting held on 6th February, 2016, evaluated its own performance and that of its committees and individual directors. The Board was evaluated based on factors like quality of discussion, transparency and timeliness of the information, adhering to good corporate governance practices etc.

The individuals were evaluated on factors like leadership quality, attitude, initiatives and responsibility undertaken, decision making, commitment and achievements during the financial year.

The Independent Directors at their separate meeting held on 28th May, 2016 without the attendance of non- independent directors and members of the management, reviewed the performance of non independent directors including Executive Chairman and Managing Director and the Board as a whole. The meeting also assessed the quality, quantity and timeliness of flow of information between the company management and the board that is necessary for the board to effectively and reasonably perform its duties.

AWARDS

Your Company has so far bagged ninety three National and International Awards. Most of these awards have been won mainly because of the environmental awareness created by the flagship hotel, “The Orchid”, Mumbai.

VIGIL MECHANISM

The Company has established a Vigil Mechanism for directors and employees to report genuine concerns. The vigil mechanism provide for adequate safeguards against victimization of person who use Vigil Mechanism and also provide for direct access to the Chairman of the Audit Committee in appropriate and exceptional cases.

The detail of Vigil Mechanism is displayed on the website of the Company. www.khil.com and its we blink is http://www.khil.com/hospitality-

management/WHISTLE%20BLOWER%2QPOLICY%20-%20VIGIL%20MECHANISM.pdf

COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit Committee as required to be disclosed under Section 177(8) of the Companies Act, 2013 is given in Corporate Governance Section (Annexure G) forming part of the Board''s Report. During the year under review, there was no instance where the Board has not accepted any recommendation of the Audit Committee.

RISK MANAGEMENT:

A quarterly review report on compliance with Risk Management policy of the Company is placed before the Audit Committee of the Company. During the year under review, no risk threatening the existence of the Company was identified.

DISCLOSURE OF PECUNIARY RELATIONSHIP

There was no pecuniary relationship or transactions of the non-executive directors vis-a-vis the company during the year. Also, no payment, except sitting fees, was made to any of the non-executive directors of the Company. No convertible instruments are held by any of the nonexecutive directors.

DETAILS OF SHARES ISSUED WITH DIFFERENTIAL VOTING RIGHTS AND SWEAT EQUITIES :

During the year under review, the company has not issued any shares with differential voting rights and sweat equities.

EMPLOYEE STOCK OPTION SCHEME

During the year under review, no option under ‘Employee Stock Option Scheme-2013'' was granted or vested to any employee or directors of the Company.

PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES:

Not Applicable

DEPOSITS

There was no deposit accepted by the Company within the meaning of Section 73 of the Companies Act, 2013 and Rules made there under at the beginning of the year. During the year under review, the Company has neither invited nor accepted any deposit under Section 73 of the Companies Act, 2013 and the rules made there under and no deposit was remaining unpaid or unclaimed as at the end of the year. SECRETARIAL AUDIT REORT:

In terms of Section 204 (1) of the Companies Act, 2013, a Secretarial Audit Report issued by M/s. V. V.Chakradeo & Co., Practicing Company Secretaries is annexed as Annexure C of the Board''s Report.

DETAILS AS PER SECTION 197(12) READ WITH RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF THE BOARD’S REPORT FOR THE YEAR ENDED 31st MARCH 2016.

The details are mentioned in Annexure D to this Report.

INFORMATION REQUIRED UNDER RULE 8 (3) OF THE COMPANIES (ACCOUNTS) RULES, 2014.

a) Conservation of Energy:

(i) the steps taken or impact on conservation of energy;

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

(iii) the capital investment on energy conservation equipments;

The Company continued energy conservation efforts during the year. It has closely monitored power consumption and running hours on day to day basis, thus resulting in optimum utilization of energy. The hotels are fitted with energy saving devices to conserve energy in the long run.

b) Technology Absorption:

(i) the efforts made towards technology absorption : The activities of the Company at present do not involve technology absorption and research and development.

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

(iii) in case of imported technology (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 been fully absorbed; N.A.

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

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

The activities of the Company at present do not involve technology absorption and research and development.

c) Foreign exchange earnings and outgo:

Earnings: Rs. 1,507.74 Lakhs (Previous Year Rs. 1,491.72 Lakhs)

Utilization (including import of capital goods): Rs. 401.61 Lakhs (Previous Year Rs. 150.59 Lakhs)

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE.

During the period under review, no order had been passed by the regulators/ courts or tribunals which have an effect on the going concern status of the company and its operations.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

The Company has adequate internal control systems relating to Purchase, Expense controls, Sales Recording and Audit and Internal Audit. A report on said systems is quarterly placed before the Audit Committee of the Company for its perusal and to determine its adequacy. Such control systems are adequate and commensurate with the size and nature of the business.

DISCLOSURES RELATING TO UNCLAIMED SUSPENSE ACCOUNT AS PER REGULATION 34(2) READ WITH SCHEDULE V(F) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATION, 2015

Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year

Number of shareholders who approached the issuer for transfer of shares from the Unclaimed Suspense Account during the year

Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during the year

Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the end of the year

One shareholder having 500 equity shares

NIL

NIL

One shareholder having 500 equity shares

The voting rights on the shares in unclaimed suspense account shall remain frozen till the rightful owner of such shares claims the shares.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135(1) and 135(5) of the Companies Act, 2013 regarding constitution of Corporate Social Responsibility (CSR) Committee and spending of at least 2% of average net profit are not applicable to the Company. The Company has, however, been actively and constantly undertaking several initiatives voluntarily towards its corporate social responsibility in the field of environment.

Disclosures of Corporate Social Responsibility (CSR) activities of the Company is given in Annexure “Informing part of this report. CORPORATE GOVERNANCE

As per Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Management Discussion and Analysis and Corporate Governance Report together with a certificate from the Company''s Auditors confirming compliance is given in Annexure “F” and “G” forming part of this report.

IMPLEMENTATION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has constituted Internal Complaints Committee at all the units of the Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no instance of Sexual Harassment of Women under the said Act has been reported in any of the units of the Company.

STATUTORY AUDITORS

M/s. J. G. Verma & Co., Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. At the 28th Annual General Meeting held on 12th September, 2015, the Company had appointed M/s. J. G. Verma & Co., Chartered Accountants as Statutory Auditors for a period of one year to hold office from conclusion of 28th Annual General Meeting up to end of 29th Annual General Meeting.

The Audit Committee and the Board of Directors of the Company have recommended to the members re-appointment of M/s. J. G. Verma & Co., Chartered Accountants, as statutory Auditors to hold office from the conclusion of this Annual General Meeting up to next Annual General Meeting. The Company has received a letter from M/s. J. G. Verma & Co., Chartered Accountants, confirming that they are eligible for ratification of appointment

EXPLANATION AND COMMENTS BY THE BOARD ON QUALIFICATION / RESERVATION / ADVERSE REMARK / DISCLAIMER MADE IN THE AUDITORS’ REPORT

The Auditors Report on Standalone and Consolidated Financial Statements forms part of the Annual Report and in respect of Emphasis of matter at point no. 1 to 3 of the Audit report of the Standalone Financial Statements, the same are self explanatory and do not call for further explanation.

EMPLOYEE RELATIONS

The relations of the management with staff and workers remained cordial during the entire year.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for the sincere and whole hearted co-operation extended by all concerned, particularly Company''s bankers, Financial Institutions, Asset Reconstruction Companies, security trustees, Stock Exchanges, Department of Tourism, Municipal authorities, the Government of Maharashtra, the Central Government, suppliers, clientele and the staff of the Company and look forward to their continued support. The Directors also thank the shareholders for continuing their support and confidence in the Company and its management.

For and on behalf of Board of Directors of

KAMAT HOTELS (INDIA) LIMITED

Dr. Vithal V. Kamat (DIN 00195341)

Place : Mumbai. Executive Chairman and Managing Director

Date : 6th August, 2016


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 27th Annual Report together with the Audited financial statement of the Company for the year ended 31st March, 2014.

FINANCIAL SUMMARY

The financial summary for the year under review is as below:

(Rs. in lakhs)

Particulars Year ended March 31, 2014 Year ended March 31, 2013

Total Income 15,679.06 16,287.26

Profit Before Interest, Depreciation & Taxation 6,168.35 5,756.06

Less: Interest and Finance Charges (net) 5,735.27 5,950.64

Less: Depreciation 1,438.52 1,474.64

Profit Before Exceptional Item and Tax (1,005.44) (1,669.22)

Add/(Less): Exceptional Item (23,805.16) 752.57

Profit Before Tax (24,810.60) (916.65)

Less: Provision for current tax 252.00 152.00

Less: Prior Period Adjustment

- Income Tax 28.92 28.56

Add: Deferred tax (1,830.83) (530.82)

Profit After Tax but before Adjustments & Appropriations(23,260.69) (566.39)

Less: Prior Period Adjustments (Net) - -

Net / Loss profit after tax (23,260.69) (566.39) Amount proposed to be carried to reserves

Add: Surplus Brought Forward from previous year 5,365.38 5,931.77

Balance carried over to Balance Sheet (17,895.31) 5,365.38

STATE OF COMPANY''S AFFAIRS

The average occupancy level of The Orchid, Mumbai, was, around 60% as compared to 62% in the previous year. The average occupancy level of VITS Mumbai was around 70% as compared to 71% in the previous year. The Average Room Rate, during the year under review, was at Rs. 5,213/- at The Orchid, Mumbai as compared to Rs. 5,127/- in the previous year and at Rs. 3,148/- at VITS, Mumbai as compared to Rs. 3,281/- in the previous year.

The total turnover of the Company for the year was recorded at Rs. 15,679.06 lakhs (of which the turnover of Rs. 7,335.32 lakhs pertains to The Orchid, Mumbai, Rs. 2,762.05 lakhs to VITS, Mumbai and Rs. 5,581.69 lakhs to other units) as against Rs. 16,287.26 lakhs in the previous year, a decrease of around 3.73% over the last year. The Company has registered loss after tax of Rs. 23,260.69 lakhs as compared to loss of Rs. 566.39 lakhs in the previous year.

The Company has made a request to the lenders to amend the terms and conditions of Corporate Debt Restructuring package and the response from the lenders is awaited.

In view of loans taken by the Company from State Bank of India Ltd (SBI) becoming Non Performing Assets, SBI has, pursuant to the Assignment Agreement dated 30th June, 2014, assigned the said loans together with all its relevant rights, title and interest and underlying security interest, pledges and/or guarantees to Asset Care and Reconstruction Enterprises Limited with effect from 28th June, 2014. The Company has received loan recall notices and notices purportedly under Section 13(2) of SARFAESI Act, 2002 from some lenders and the matter is being dealt with by the Company appropriately.

DIVIDEND

In view of loss incurred by the Company during the year under review, the Board of Directors do not recommend any dividend for the financial year ended 31st March, 2014 (Previous year NIL).

MANAGEMENT / FRANCHISEE CONTRACTS

The Company is having management contracts for managing hotel and restaurant properties at Aurangabad, Pune, Bhubaneswar and Mahad (Discontinued w.e.f 01.04.2014). The Company is also having franchisee agreement for properties at Lotus Resort Silvassa, Vithal Kamats Original Family Restaurants at Titwala, Ale Phata, Trimbakeshwar, Shahapur, Solhapur, Hinjewadi and Mulsi – Dam (Paud).

Vithal Kamats Original Family Restaurants at Nashik has been closed during the current year in view of insignificant contribution by the unit of the Company.

INCREASE IN THE PAID UP SHARE CAPITAL OF THE COMPANY

During the year under review, the Company has allotted 28,61,035 equity shares of Rs. 10/- each on 21st September, 2013 pursuant to the Scheme of Arrangement and Amalgamation approved by the Hon''ble High Court of Judicature at Bombay. The Listing approval for the aforesaid equity shares was received from National Stock Exchange of India Limited on 4th October, 2013, Bombay Stock Exchange Limited on 14th October, 2013 and MCX Stock Exchange Limited on 18th October, 2013.

The shareholders of the Company had given their consent by Special Resolution passed through postal ballot on 14th August, 2013 to issue and allot equity shares of Rs. 10/- each fully paid up in the capital of the company to the extent of Rs. 22 crores on preferential basis as per the terms of Corporate Debt Restructuring (CDR) package approved by the CDR Empowered Group at its meeting held on 15th February, 2013. Accordingly, the Board of Director had, on 8th February, 2014, allotted 16,29,629 equity shares of Rs. 10/- each @ Rs. 135/- per equity share on preferential basis. The Listing approval for the aforesaid equity shares was received from National Stock Exchange of India Limited and MCX Stock Exchange Limited each on 19th February, 2014 and from Bombay Stock Exchange Limited on 3rd March, 2014.

Consequent upon allotment of equity shares as aforesaid, the paid up share capital of the Company has increased from Rs. 19.09 crores in the previous year to Rs. 23.58 crores.

DELISTING FROM MCX STOCK EXCHANGE LIMITED

The Board of Directors of the Company had, on 15th April, 2014 decided to delist the equity shares of the Company from MCX Stock Exchange Limited since no trading in the shares of the Company had taken place at the said stock exchange. Equity shares of the Company were delisted from MCX Stock Exchange w.e.f. 22nd May, 2014. The equity shares of the Company continue to remain listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited, recognized stock exchanges having nationwide terminals.

DISPOSAL OF ASSETS

During the year under review and in the current year also the Company has disposed few movable and immovable assets of the Company to meet the business needs.

AWARDS

The Orchid, Asia''s frst and only ISO 14001 certified Eco-friendly Five Star Hotel, continues to maintain the track record of winning prestigious awards. The Directors are pleased to inform that the following awards were received in the year under review:

Agarval Group of Institution awarded Dr. Vithal V. Kamat for successful Businessmen Guidance and Interactions.

He was also awarded for Great Achievements and Contributions in the Business Industry, by the Sahayadri Channel at the 13th Sahayadri Navratna Sanman Sohla.

For gardens maintained by the Company:

Category Location of garden Position

Best Gardens attached to commercial establishments Garden adjoining Bandra Fire Brigade First prize Best Public Garden Garden maintained at Sion Second prize

Best Footpath/ road divider Gardens Footpath garden at the Junction of Nehru road and the Third prize Western Express highway

Best Gardens around Clubs/ Guesthouses/ Hotels The Orchid''s Main Porch garden First prize

Best traffic island gardens The Mahim Garden ''A child gives birth to a mother Second prize

Ambedkar Garden at Fort Third Prize

Your Company has so far bagged 92 National and International Awards. Most of these awards have been won mainly because of the environmental awareness created by the fagship hotel, "The Orchid".

SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

As on 31st March, 2014 the Company had the following subsidiaries / joint ventures / associate companies: Subsidiary Companies:

1. Orchid Hotels Pune Private Limited

2. Fort Mahodadhinivas Palace Private Limited

3. Kamats Restaurants (India) Private Limited

4. Fort Jadhavgadh Hotels Private Limited

5. Green Dot Restaurants Private Limited. Joint Venture Company:

1. Ilex Developers & Resorts Limited

Associate Company:

1. Ilex Developers & Resorts Limited

During the year under review Jadhavgadh Hotels Private Limited ceased to be a subsidiary of the Company.

Jadhavgadh Hotels Private Limited, a wholly owned subsidiary of the Company, was closed under fast track exit (FTE) scheme of Ministry of Corporate Affairs since the said company was not having any business. The Ministry of Corporate Affairs, vide letter dated 19th March, 2014 has notifed that the name of the said Company would be struck off from the register and the Company would be dissolved within 30 days from the date of the said letter.

The Ministry of Corporate Affairs has, vide Circular No. 5/12/2007-CL-III dated 8th February, 2011, granted general exemption from the provisions of Section 212 of the Companies Act, 1956 in relation to attaching copy of the Balance Sheet, profit and Loss account, Board''s Report and Auditor''s Report of the subsidiary companies alongwith the holding company''s Balance Sheet. Accordingly, the Balance Sheet etc. of the subsidiary companies are not attached with the annual accounts of your Company.

Pursuant to the said circular the annual accounts of the subsidiary company(ies) and the related details shall be available to the shareholders of the Company seeking such information. The annual accounts of the subsidiary company(ies) are open for inspection by the shareholders of the Company at the registered office of the Company and of the subsidiary company(ies).

POLICY FOR DETERMINING MATERIAL SUBSIDIARY

A Policy for determining material subsidiary of the Company was formulated by the Board of Directors at its meeting held on 28th May, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Vikram V. Kamat retire by rotation and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Mr. Vikram V. Kamat was re-appointed as Executive Director of the Company at the 24th Annual General Meeting held on 24th September, 2011, for a period of 3 years from 1st October, 2011. He is proposed to be re-appointed as Executive Director for a period of 3 years from 1st October, 2014, subject to approval of the shareholders and the Central Government. The notice of the ensuing Annual General Meeting contains necessary resolution in this regard.

Mrs. Rajyalakshmi Rao is proposed to be re-appointed as an Independent Director of the Company for a term commencing from 10th September, 2014 to 31st March, 2019.

Mr. Dinkar D. Jadhav was appointed as an Additional Director of the Company by the Board of Directors on 21st September, 2013 pursuant to Section 260 of the Companies Act, 1956. It is proposed to appoint Mr. Dinkar D. Jadhav as an Independent Director of the Company for a term commencing from the date of his appointment to 31st March, 2018.

Mr. Rohhan A. Divanji was appointed as an Additional Director of the Company by the Board of Directors on 9th August, 2014 pursuant to Section 161 of the Companies Act, 2013. It is proposed to appoint Mr. Rohhan A. Divanji as an Independent Director of the Company for a term commencing from date of his appointment to 31st March, 2019.

Brief profle of Mr. Vikram V. Kamat, Executive Director, Mrs. Rajyalakshmi Rao, Mr. Dinkar D. Jadhav and Mr. Rohhan A. Divanji, Independent Directors of the Company are given in Annexure II to the Notice convening the ensuing 27th Annual General Meeting.

Mr. Ved Prakash Khurana ceased to be Director of the Company w.e.f. 21st September, 2013. Due to health reasons, Mr. Ramesh N. Shanbhag resigned as a Whole-time Director of the Company with effect from 30th August, 2013. Mr. S. S. Thakur resigned as a director of the Company with effect from 30th May, 2014. The Board of Directors place on record its sincere appreciation for the valuable support and guidance given by Mr. Ved Prakash Khurana, Mr. S. S. Thakur, and Mr. Ramesh N. Shanbhag to the Company during their tenure as Director of the Company.

DECLARATION BY INDEPENDENT DIRECTOR:

Mr. D. D. Jadhav, Mrs. Rajyalakshmi Rao and Mr. Rohhan A. Divanji, Independent Directors of the Company have given their respective declaration as required under Section 149(7) of the Companies Act, 2013 to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and that they abide by the provisions specified in Schedule IV to the Companies Act, 2013. The Board has, taken on record the declarations received from Mr. D. D. Jadhav, Mrs. Rajyalakshmi Rao and Mr. Rohhan A. Divanji.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2013-14, seven meetings of the Board of Directors were held and one resolution was passed through circulation. The dates of Board meetings are given in the Corporate Governance section forming part of the Board''s Report.

STATEMENT OF ANNUAL EVALUATION OF BOARD AND DIRECTORS

The Independent Directors at their separate meeting held on 28th May, 2014 without the attendance of non- independent directors and members of the management, reviewed the performance of non independent directors including Executive Chairman and Managing Director and the Board as a whole. The meeting also assessed the quality, quantity and timeliness of fow of information between the company management and the board that is necessary for the board to effectively and reasonably perform its duties.

The Board at its meeting held on 28th May, 2014, evaluated performance of the Independent Directors of the Company.

The individuals were evaluated on factors like leadership quality, attitude, initiatives and responsibility undertaken, decision making, commitment and achievements during the financial year.

The Board was evaluated based on factors like quality of discussion, transparency and timeliness of the information, adhering to good corporate governance practices etc.

NOMINATION AND REMUNERATION POLICY

A Policy on Nomination and Remuneration was formulated by the Nomination and Remuneration Committee and adopted by the Board of Directors at their respective meetings held on 22nd March, 2014.

The policy is posted on the website of the Company www.khil.com.

VIGIL MECHANISM

The Company has established a Vigil Mechanism for directors and employees to report genuine concerns. The vigil mechanism provide for adequate safeguards against victimization of person who use Vigil Mechanism and also provide for direct access to the Chairman of the Audit Committee.

The details of Vigil Mechanism is displayed on the website of the Company. www.khil.com.

RELATED PARTIES

The particulars of contract and arrangement with related parties is given in Note no. "34" of the financial statement. Further, the policy on dealing with related party transactions was adopted by the Board at its meeting held on 28th May, 2014.

COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit Committee as required to be disclosed under Section 177(8) of the Companies Act, 2013 is given in Corporate Governance Section (Annexure D) forming part of the Board''s Report.

RISK MANAGEMENT:

A quarterly review report on compliance with Risk Management policy of the Company is placed before the Audit Committee of the Company. During the year under review, no risk threatening the existence of the Company was identified.

DISCLOSURE OF PECUNIARY RELATIONSHIP

There was no pecuniary relationship or transactions of the non-executive directors vis-à-vis the company during the year. Also no payments except sitting fees was made to any of the non-executive directors of the Company. No shares or convertible instruments are held by any of the non-executive directors.

EMPLOYEE STOCK OPTION SCHEME

During the year under review, no option under ''Employee Stock Option Scheme-2013'' was granted or vested to any employee or directors of the Company.

PARTICULARS AS PER SECTION 217(A) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975 AND COMPANIES (PARTICULARS OF EMPLOYEES) AMENDMENT RULES, 2011.

The details are mentioned in Annexure ''A'' to this report.

DEPOSITS

There was no deposit accepted by the Company with in the meaning of Section 58A of the Companies Act, 1956 and Rules made there under at the beginning of the year. During the year under review, the Company has neither invited nor accepted any deposit and no deposit was remaining unpaid or unclaimed as at the end of the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Section 217(2AA) of the Companies Act, 1956 the Directors hereby confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

2. That the selected accounting policies were applied consistently and the Directors 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 31st March, 2014 and of the loss of the Company for the financial year ended on that date.

3. That proper and suffcient care has been taken 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 to the best of the Directors'' knowledge and ability.

4. That the annual accounts have been prepared on a going concern basis.

ADDITIONAL INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

a) Conservation of Energy: The Company continued energy conservation efforts during the year. It has closely monitored power consumption and running hours on day to day basis, thus resulting in optimum utilization of energy. The hotel is ftted with energy saving devices to conserve energy in the long run.

b) Technology Absorption: The activities of the Company at present do not involve technology absorption and research and development.

c) Foreign exchange earnings and outgo:

Earnings: Rs. 1,269.53 Lakhs (Previous Year Rs. 1,264.25 Lakhs)

Utilization (including import of capital goods): Rs. 67.78 Lakhs (Previous Year Rs. 20.23Lakhs)

CORPORATE SOCIAL RESPONSIBILITY

Disclosures of Corporate Social Responsibility (CSR) as per Section 135 of the Companies Act, 2013 and a report on CSR as per rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in Annexure "B" forming part of this report.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Management Discussion and Analysis and Corporate Governance Report together with a certifcate from the Company''s Auditors confirming compliance is given in Annexure "C" and "D" forming part of this report.

AUDITORS

M/s. J. G. Verma & Co., Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

EXPLANATION AND COMMENTS BY THE BOARD ON QUALIFICATION / RESERVATION / ADVERSE REMARK / DISCLAIMER MADE IN THE AUDITORS'' REPORT

With regard to matter of emphasis no. 1 to 4 in the Auditor''s report, the same are self explanatory and do not call for further explanation. Your attention is drawn to point number 3(b), 15 and 18 of the Annexure to the Auditor''s report which are self explanatory and do not call for further explanation. As regards Auditor''s observation in point 15 of the Annexure to the Auditor''s report, the management is of the view that the same is not prejudicial to the interest of the Company.

EMPLOYEE RELATIONS

The relations of the management with staff and workers remained cordial during the entire year.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for the sincere and whole hearted co-operation extended by all concerned, particularly Company''s bankers, Financial Institutions, security trustees, Stock Exchanges, Department of Tourism, Municipal authorities, the Government of Maharashtra, the Central Government, suppliers, clientele and the staff of the Company and look forward to their continued support. The Directors also thank the shareholders for continuing their support and confdence in the Company and its management.

ON BEHALF OF THE BOARD OF DIRECTORS

Dr. Vithal V. Kamat Executive Chairman & Managing Director

Place: Mumbai Date : 9th August, 2014


Mar 31, 2013

Dear Members,

The Directors are pleased to present the 26th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

The fnancial results for the year under review are summarised below:

(Rs.in lakhs)

Particulars Year ended March Year ended March 31, 2013 31, 2012

Total Income 16,287.26 16,391.81

Proft Before Interest, Depreciation & Taxation 5,756.06 6,475.02

Less: Interest and Finance Charges (net) 5,950.64 4,969.77

Less: Depreciation 1,474.64 1,360.21

Proft Before Exceptional Item and Tax (1,669.22) 145.04

Add/(Less): Exceptional Item 752.57 (126.43)

Proft/ (Loss) Before Tax (916.65) 18.61

Less: Provision for current tax 152.00 14.00

Less: Prior Period Adjustment - Income Tax 28.56

Add: Deferred tax 530.82 80.58

Add: MAT credit entitlement 14.00

Net Proft/ (Loss) after tax (566.39) 99.19

Add: Surplus Brought Forward from previous year 5,931.78 5693.17

Add: Transfer on Amalgamation 139.42

Balance carried over to Balance Sheet 5,365.39 5931.78

YEAR IN RETROSPECT

During the year under review, total income of the Company decreased to Rs. 16,287.26 lakhs as compared to Rs. 16,391.81 in the previous fnancial year. The average occupancy level of The Orchid, Mumbai, was, around 62% in the year under review and previous year. The average occupancy level of VITS Mumbai was around 71% as compared to 79% in the previous year. The Average Room Rate, during the year under review, was however lower at Rs. 5,127/- at The Orchid, Mumbai as compared to Rs. 5,521/- in the previous year and at Rs. 3,281/- at VITS, Mumbai as compared to Rs. 3,410/- in the previous year. The total turnover of the Company for the year was recorded at Rs. 16,287.26 lakhs (of which the turnover of Rs. 7,480.58 lakhs pertains to The Orchid, Mumbai, Rs. 2,819.55 lakhs to VITS, Mumbai and Rs. 5,987.13 lakhs to other units) as against Rs. 16,391.81 lakhs in the previous year, a decrease of around 0.64% over the last year. The Company has registered loss after tax of Rs. 566.39 lakhs as compared to proft of Rs. 99.19 lakhs in the previous year.

DIVIDEND

In view of loss incurred by the Company during the year under review, the Board of Directors do not recommend any dividend for the fnancial year ended 31st March, 2013 (Previous year NIL).

MANAGEMENT / FRANCHISEE / LEASE CONTRACTS

The Company is having management contracts for managing hotel and restaurant properties at Aurangabad, Pune, Baroda, Bhubaneswar and Mahad. The Company is also having franchisee agreements for properties at Lotus Aronda, Lotus Silvassa, Vithal Kamats Original Family Restaurants at Titwala, Ale Phata, Trimbakeshwar, Shahpur, Panvel, Hinjewadi, Mulsi – Dam (Paud) and Umraj.

Vithal Kamats Original Family Restaurants at Dhauli, Konark, Cuttack, Borivali, Kharghar, Nigdi, Kudal, Sanpada and Supa were closed during the current year in view of insignifcant contributions of these units to the Company.

CORPORATE DEBT RESTRUCTURING

During the year under review the Company had made a reference to Corporate Debt Restructuring (CDR) Cell for restructuring its debts in view of diffcult fnancial situation.

The CDR Empowered Group, at its meeting held on 15th February, 2013, has approved the CDR Package.

As per the terms of CDR package, the Promoters'' of the Company shall contribute Rs. 22 crores. It is proposed to issue equity shares to the Specifed Promoter(s) / Promoter Group / Person(s) on preferential basis as per the provisions of Securities and Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2009. The consent of the shareholders by Special Resolution is proposed to be obtained through postal ballot as per Section 192A of the Companies Act, 1956 read with The Companies (Passing of Resolution by Postal Ballot) Rules 2011, as amended for issue of equity shares to Specifed Promoter(s)/Promoter Group/Person(s) on preferential basis.

DISPOSAL OF ASSETS

During the year under review, the Company disposed of its land/non-strategic assets situated at Nagpur and Raipur to reduce the debts. Moreover, disposal of land/other assets of the Company is in pipeline to further ease the debt and interest burden on the Company.

AWARDS

The Orchid, Asia''s frst and only ISO 14001 certifed Eco-friendly Five Star Hotel, continues to maintain the track record of winning prestigious awards. The Directors are pleased to inform that the following awards were received in the year under review:

The Orchid, Flagship hotel of the Company was conferred with the prestigious JSW- The Times of India Earth Care Award 2012 on 14th September, 2012 at New Delhi for excellence in climate change mitigation and adaptation.

The Orchid was awarded First Prize in the Best Traffc Island Category for its Dr. Ambedkar Garden, on Madam Cama Road-Fort.

National Society of the Friends of the Trees awarded "The Orchid" third prize in the Best traffc island category for the traffc island garden at Tardeo.

Stars of the Industry group awarded "The Orchid" and VITS with the following awards:

1. ''South of Vindhyas'' - The Golden Star- Best Traditional Restaurant of the Year (South Indian) Award.

2. ''Mostly Grills'' -The Golden Star- Most Admired Hotel Ambience of the Year Award.

3. Nirmalya Project - The Golden Star- Most Admired CSR practice of the Year Award.

4. ''Dimsum House'' -The Golden Star- Chinese Food of the Year Award.

5. ''Jalsa The Coal Bar'' - The Golden Star- "Most Admired Bar of the Year" Award.

6. Michelle Shanbhag - The Golden Star- Most Admired Front Offce Manager of the year.

Your Company has so far bagged 59 national and 25 international awards. Most of these awards have been won mainly because of the environmental awareness created by the fagship hotel, "The Orchid".

SUBSIDIARY COMPANIES

During the year under review, Orchid Hotels Pune Private Limited (OHPPL) became wholly owned subsidiary of the Company upon transfer of 16.67% shares in the paid up capital of OHPPL pursuant to Share Purchase Agreement dated 8th February, 2012. OHPPL has two operational hotel units situated at Pune Viz: ''The Orchid'', Pune under fve star category and ''VITS'', Pune under four star category. The other subsidiaries of the Company are Fort Mahodadhinivas Palace Private Limited, Kamats Restaurants (India) Private Limited, Fort Jadhavgadh Hotels Private Limited, Jadhavgadh Hotels Private Limited and Green Dot Restaurants Private Limited.

The name of Fort Mahodadhi Palace Private Limited, subsidiary company was changed to Fort Mahodadhinivas Palace Private Limited with effect from 23rd July, 2012.

The Ministry of Corporate Affairs has, vide Circular No. 5/12/2007-CL-III dated 8th February, 2011, granted general exemption from the provisions of Section 212 of the Companies Act, 1956 in relation to attaching copy of the Balance Sheet, Proft and Loss account, Board''s Report and Auditor''s Report of the subsidiary companies alongwith the holding company''s Balance Sheet. Accordingly, the Balance Sheet etc. of the subsidiary companies are not attached with the annual accounts of your Company.

Pursuant to the said circular the annual accounts of the subsidiary company(ies) and the related details shall be available to shareholders of the Company seeking such information. The annual accounts of the subsidiary company(ies) are open for inspection by the shareholders of the Company at the registered offce of the Company and of the subsidiary company(ies).

DIRECTORS

Mr. Ved Prakash Khurana and Mr. Vikram V. Kamat retire by rotation and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

Dr. Vithal V. Kamat and Mr. Ramesh N. Shanbhag were appointed as Executive Chairman and Managing Director and Whole-time Director of the Company respectively at the 23rd Annual General Meeting held on 25th September, 2010, for a period of 3 years from 1st October, 2010. Dr. Vithal V. Kamat and Mr. Ramesh N. Shanbhag are proposed to be re-appointed as Executive Chairman and Managing Director and Whole-time Director respectively for a period of 3 years from 1st October, 2013, subject to the shareholders'' approval. The notice of the ensuing Annual General Meeting contains necessary resolutions in this regard.

Brief profle of Mr. Ved Prakash Khurana and Mr. Vikram V. Kamat, Directors retiring by rotation, Dr. Vithal V. Kamat, Executive Chairman and Managing Director and Mr. Ramesh N. Shanbhag, Whole-time Director is given in Annexure II to the Notice convening the ensuing 26th Annual General Meeting.

Mr. Aswini Sahoo, a Nominee Director of Clearwater Capital Partners (Cyprus) Limited and Mr. T.M. Mohan Nambiar resigned as director on the Board of the Company with effect from 10th July, 2012 and 8th February, 2013 respectively. The Board of Directors place on record its sincere appreciation for the valuable support and guidance given by Mr. T. M. Mohan Nambiar and Mr. Aswini Sahoo to the Company during their tenure as Director of the Company.

EMPLOYEE STOCK OPTION SCHEME

In order to retain and motivate the team of talented senior management and key employees, it is proposed to grant to the eligible employees, options to acquire the equity shares of the Company under Employee Stock Option Scheme as per Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 and other applicable acts, rules and regulations.

OPEN OFFER

The erstwhile FCCBs holder acquired 17,32,150 equity shares of Rs. 10/- each in the capital of the Company through Open Offer in terms of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011 increasing its holding, together with shareholding of person acting in concert to 41.3% of the total capital of the Company.

FIXED DEPOSITS

During the year under review, the Company has neither invited nor accepted any fxed deposit with in the meaning of Section 58A of the Companies Act, 1956 or rules made thereunder.

PARTICULARS OF EMPLOYEES

Information in accordance with sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended and forming part of the Directors'' Report for the year ended 31st March, 2013 is given in Annexure "A" to the Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Section 217(2AA) of the Companies Act, 1956 the Directors hereby confrm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

2. That the selected accounting policies were applied consistently and the Directors 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 31st March, 2013 and of the loss of the Company for the fnancial year ended on that date.

3. That proper and suffcient care has been taken 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 to the best of the Directors'' knowledge and ability.

4. That the annual accounts have been prepared on a going concern basis.

ADDITIONAL INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

a) Conservation of Energy: The Company continued energy conservation efforts during the year. It has closely monitored power consumption and running hours on day to day basis, thus resulting in optimum utilization of energy. The hotel is ftted with energy saving devices to conserve energy in the long run.

b) Technology Absorption: The activities of the Company at present do not involve technology absorption and research and development.

c) Foreign exchange earnings and outgo:

Earnings: Rs. 1,264.25 Lakhs (Previous Year Rs. 923.12 Lakhs)

Utilization (including import of capital goods): Rs. 20.23 Lakhs (Previous Year Rs. 56.56 Lakhs)

DISCLOSURES RELATING TO UNCLAIMED SUSPENSE ACCOUNT AS PER AMENDED CLAUSE 5A OF THE LISTING AGREEMENT

Aggregate number of Number of shareholders who Number of shareholders to whom Aggregate number of shareholders and the outstanding approached the issuer for transfer shares were transferred from the shareholders and the outstanding shares lying in the Unclaimed of shares Unclaimed Suspense Account shares lying in the Suspense Account at the from the Unclaimed Suspense during the year Unclaimed Suspense Account at beginning of the year Account during the year the end of the year One shareholder having 500 NIL NIL One shareholder having 500 equity shares* equity shares

* Since the unclaimed suspense account was opened by the Company as on 13/07/2012 as per clause 5A of the Listing Agreement, details are from 13/07/2012.

The voting rights on the shares in unclaimed suspense account shall remain frozen till the rightful owner of such shares claims the shares.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Management Discussion and Analysis and Corporate Governance Report together with a certifcate from the Company''s Auditors confrming compliance is given in Annexure "B" and "C" forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The major initiatives taken by the Company under Corporate Social Responsibility are in the area of environment. ''The Orchid'', fagship hotel of the Company has taken various initiatives for creating awareness and conservation of environment, some of which are as under:

l The Orchid has adopted and maintains gardens and traffc islands around the Mumbai city for beautifcation purposes and improvement of overall environment.

l The Orchid along with the Municipal Corporation of Greater Mumbai has initiated the Nirmalya Project wherein Nirmalya generated during the Ganesh festival is collected, segregated and converted into valuable vermicompost to ensure that the Nirmalya is not dumped. Nirmalya Project was acknowledged by granting The Golden Star- Most Admired CSR practice of the Year Award by the Stars of the Industry group.

l The Orchid celebrated World Environment Week and distributed around 2500 pouches of vermicompost and basil seed packs and spread the message of the need to combat global warming, the importance of planting trees and managing solid waste. Also, interesting documentaries on wildlife were screened and several fun eco games were organized for the kids.

l Old plastic cans, converted into nest boxes have been up in the hotel lane to conserve sparrows. These boxes are also distributed to the employees and the guests of the hotel.

l Several events namely poster competition, wealth out of waste competition, quiz competition, photography competition, screening of documentaries on the environment, interactive sessions with NGO Green peace on Global warming and conservation of the environment were held to increase awareness of environmental issues.

l The Orchid is one of the few hotels to spread environmental awareness to students of schools and colleges who are invited to The Orchid on regular basis where they are educated about solid waste management, energy effciency and water conservation and preservation and taught about vermiculture, 4 bin segregation system, water saving measures, and other environmental practices. During the year under review, more than 300 students visited the hotel.

l Earth Hour 2013 was observed in The Orchid by switching off non essential lights of the hotel to accomplish the endeavour to mobilize the entire globe to take action against Climate change.

l A silent rally was conducted by Green team members of The Orchid prior to Diwali to urge the public to reduce air and noise pollution in the city by not using fre crackers.

l As a caring corporate citizen, your Company has recruited reasonable number of physically challenged persons, thereby providing employment opportunities to this under privileged segment of the society.

''GO GREEN'' INITIATIVE

The Ministry of Corporate Affairs (MCA) has taken a "Green Initiative in Corporate Governance" (Circular No. 17/2011 dated 21.04.2011 and issued Circular No. 18/2011 dated 29.04.2011) permitting companies to send various notices / documents to their shareholders through electronic mode. Keeping in view the underlying theme of the circulars issued by MCA, your Company has been sending all communications / documents including the Notice calling the Annual General Meeting, audited fnancial statements, directors'' report, auditors'' report etc., in electronic form unless otherwise requested in writing by shareholders.

AUDITORS

M/s. J. G. Verma & Co., Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

EMPLOYEE RELATIONS

The relations of the management with staff and workers remained cordial during the entire year.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for the sincere and whole hearted co-operation extended by all concerned, particularly Company''s bankers, Financial Institutions, security trustees, Stock Exchanges, Department of Tourism, Municipal authorities, the Government of Maharashtra, the Central Government, suppliers, clientele and the staff of the Company and look forward to their continued support. The Directors also thank the shareholders for continuing their support and confdence in the Company and its management.

ON BEHALF OF THE BOARD OF DIRECTORS

Dr. Vithal V. Kamat

Executive Chairman & Managing Director

Place: Mumbai

Date: 25th May, 2013


Mar 31, 2012

The Directors are pleased to present the Annual Report for the silver jubilee year together with the Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS

The financial results for the year under review are summarized below:

(Rs. in lakhs)

Particulars Year ended March Year ended March 31, 2012 31, 2011

Total Income 16,391.81 13,235.09

Profit Before interest, Depreciation& Taxation 6,475.02 5,019.30

Less: Interest and Finance Charges (net) 4,969.77 3,344.26

Less: Depreciation 1,360.21 1,251.09

Profit Before Exceptional Item and Tax 145.04 423.95

Add/(Less): Exceptional Item (126.43) 55.07

Profit Before Tax 18.61 479.02

Less: Provision for current tax 14.00 182.00

(Less)/Add: deferred tax 80.58 (341.70)

Add: MAT credit entitlement 14.00 182.00

Net Profit After Tax 99.19 137.32

Add: Surplus Brought Forward from previous year 5,693.17 5,555.85

Add: Transferred on Amalgamation 139.42 -

Balance carried over to Balance Sheet 5,931.78 5,693.17

YEAR IN RETROSPECT

During the year under review, total income of the Company has increased as compared to the previous financial year. The average occupancy level of The Orchid, Mumbai, with expanded capacity, was, around 62% as compared to 69% in the previous year. The Average Occupancy level of VITS Mumbai was around 79% as compared to 83% in the previous year. The Average Room Rate, during the year under review, was however lower At Rs.5,521/- at The Orchid, Mumbai as compared to Rs. 6,482/- in the previous year and at Rs.3,410/- at VITS, Mumbai as compared to Rs. 3,525/- in the previous year. The total turnover of the Company for the year was recorded at Rs. 16,391.81 lakhs (of which the turnover of Rs. 7,297.77 lakhs pertains to The Orchid, Mumbai, Rs. 3,221.18 lakhs to VITS, Mumbai and Rs. 5,872.86 lakhs to other units) as againstRs. 13,235.09 lakhs in the previous year, an increase of around 23.85% over the last year. The Company has registered profit aftertax ofRs. 99.19 lakhs as compared to profit ofRs. 137.32 lakhs in the previous year, a decrease of around 27.77% over the last year. The "Orchid Expansion", Mumbai which started its operation in the previous year is smoothly integrated with the existing property and is doing well. During the year under review, new banquet facilities were started at "The Orchid", Mumbai and VITS, Mumbai.

DIVIDEND

With a view to conserve resources to meet the existing financial commitments, the Board of Directors do not recommend any dividend for the financial year ended 31st March, 2012 (Previous year NIL).

MANAGEMENT / FRANCHISEE / LEASE CONTRACTS

The Company has management contracts for managing hotel properties at Aurangabad, Pune, Baroda, Mahad and Bhubaneswar. The Company also has franchisee agreements for properties at Lotus Aronda, Lotus Silvassa, Apurva Veg Treat - Vithal Kamats, Nashik, Hotel Manali Palace - Vithal Kamats, Titwala and Planet 50-50 - Vithal Kamats, Vasai and conducting agreement for Vithal Kamats, Sanpada.

During the year under review, management agreements for managing hotel properties at Udaipur, Karwara nd Delhi were discontinued. The lease agreements / hotel business at VITS Nagpur, Tourist Reception Center, Sawantwadi, Parikud Palace - Orissa and few restaurants were discontinued because these properties were not generating significant income for the Company.

OTHER PROPERTIES

During the year under review, the Company disposed of its properties situated at Amravati to reduce the debts. Moreover, sale of immovable properties situated at Baddi, Raipur, Coimbatore, Kottayam-Kerala, Nagpur is in pipeline to further ease the debt and interest burden on the Company.

AWARDS

The Orchid, Asia's first and only ISO 14001 certified Eco-friendly Five Star Hotel, continues to maintain the track record of winning prestigious awards. The Directors are pleased to inform that the following awards were received in the year under review:

First Prize in Best Traffic Island Category was granted to The Orchid for its Ambedkar Garden maintained on Madam Cama Road, Mumbai.

The Orchid was proud recipient of the Best Green Washroom Award organized by "Washrooms and Beyond'.

The G-Cube Award for Good Green Governance by Srishti Publications for the year2011 was bagged by The Orchid.

VITS, Mumbai bagged in the Golden Star Award for "Hotel of the Year", "Best Learning and Development Center' and "Most Admired Restaurant and F&B Retail of the year'.

The Executive Chairman and Managing Director of the Company was honored with the degree of Doctor of Science (Honoris Causa) by Padmashree Dr. D. Y Patil University on 13th April, 2012. He was also conferred with "The Golden Star-Lifetime Achievement Award" by the Stars of the Industry group.

Your Company has so far bagged 53 national and 25 international awards. Most of these awards have been won mainly because of the environmental awareness created by the flagship hotel, "The Orchid".

SUBSIDIARY COMPANIES:

The name of B W Highway Star Private Limited, subsidiary company has been changed to Orchid Hotels Pune Private Limited (OHPPL) with effect from 13th April, 2012. Presently, 83.33% paid up share capital of OHPPL is registered in the name of the Company and as per the Share Purchase Agreement dated 8th February, 2010, the remaining 16.67% paid up share capital of OHPPL will be transferred to the Company in February, 2013. "The Orchid", Pune and "VITS", Pune, units of OHPPL increased the number of operational rooms and other facilities during the year under review. Further, the "Orchid Convention Center" the largest pillar less convention center in Maharashtra set up by OHPPL with capacity to accommodate approximately 5,000 guests, parking up to 200 cars commenced its operation during the year under review. The "Orchid Convention Center" is suitable for trade fairs, conferences and exhibitions.

Fort Mahodadhi Palace Private Limited, Kamats Restaurants (India) Private Limited and Fort Jadhavgadh Hotels Private Limited became 100% subsidiaries of the Company in the financial year 2011-2012 and Jadhavgadh Hotels Private Limited became 100% subsidiary of the Company during the current year.

The Ministry of Corporate Affairs has vide Circular No. 5/12/2007-CL-III dated 8th February, 2011 granted general exemption from the provisions of Section 212 of the Companies Act, 1956 in relation to attaching copy of the Balance Sheet, Profit and Loss account, Board's Report and Auditor's Report of the subsidiary companies along with the holding company's Balance Sheet. Accordingly, the Balance Sheet etc. of the subsidiary companies are not attached with the annual accounts of your Company.

Pursuant to the said circular the annual accounts of the subsidiary company(ies) and the related details shall be available to shareholders of the Company seeking such information. The annual accounts of the subsidiary company(ies) are open for inspection by the shareholders of the Company at the registered office of the Company and of the subsidiary company(ies).

DIRECTORS

Mrs. Rajyalakshmi Rao and Mr. S. S. Thakur retire by rotation and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

The notice of the ensuing Annual General Meeting contains necessary agenda in this regard.

Brief profiles of Mrs. Rajyalakshmi Rao and Mr. S. S. Thakur, Directors retiring by rotation are given in Annexure I to the Notice convening the ensuing 25th Annual General Meeting.

CONVERSION OF FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)

During the year under review, the entire outstanding FCCBs were converted into equity shares of the Company at a conversion price of Rs. 135/- per equity share in two tranches as detailed below-

Sr. Date of Conversion of FCCBs into Equity No. of FCCBs No. of equity shares allotted in the capital of the Company No. Shares converted upon conversion of FCCBs

1 23rd November,2011 6,405 20,97,993

2 30th January, 2012 5,966 19,54,196

Total 12,371 40,52,189

As a result, the paid up capital of the Company was increased from Rs. 15,04,12,050/- divided in to 1,50,41,205 equity shares ofRs. 10/- each fully paid up to Rs.19,09,33,940/- divided into 1,90,93,394 equity shares ofRs. 10/- each fully paid up.

The equity shares allotted upon conversion of FCCBs are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

OPEN OFFER

Consequent upon conversion of entire outstanding FCCBs into equity shares, the erstwhile FCCB holder, together with person acting in concert (Acquirer), had acquired shares, which entitle them to exercise more than 25% of the voting rights in the Company. Accordingly, the Acquirer had made Public Announcement on 11th January, 2012 under Regulation 15(1) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI (SAST) Regulations, 2011) making an Open Offer to the shareholders of the Company for acquisition of 26% i.e. 49,64,283 equity shares on post conversion equity share capital of the Company pursuant to Regulation 3(1) of SEBI (SAST) Regulations, 2011 at a price ofRs. 135/- per equity share. The draft letter of offer dated 23rd January, 2012 was filed by the Acquirer through manager to the offer with the Securities and Exchange Board of India under regulation 16(1) of SEBI (SAST) Regulations, 2011. The matter is under process in SEBI.

AMALGAMATION

During the year under review, the Hon'ble High Court of judicature at Bombay has, on 13th January, 2012, sanctioned the Scheme of Arrangement and Amalgamation between the Company and Kamat Holiday Resorts Private Limited, Kamats Restaurants Private Limited (amalgamating companies) and Kamats Holiday Resorts (Silvassa) Limited (demerged company) as approved by the shareholders of the Company at the Court convened meeting held on 24th September, 2011. Upon coming into effect of the above mentioned Scheme of Arrangement and Amalgamation, the authorized share capital of the Company has increased from Rs. 30 crores to Rs. 34.25 crores.

Since the amalgamating companies/demerged company have well established, cash rich debt free business of resorts and restaurants, the amalgamation will benefit the Company.

As per regulation 26(2) (c) of the SEBI (SAST), 2011, the Company shall not, during the offer period, issue or allot unissued securities entitling the holder to voting rights. The offer made by the Acquirer, erstwhile FCCB holder, is currently open. Hence, allotment of 28,61,035 equity shares of Rs. 10/- each fully paid up to the equity shareholders of Kamat Holiday Resorts Private Limited and Kamats Restaurants Private Limited and Kamats Holiday Resorts (Silvassa) Limited as perthe Scheme of Arrangement and Amalgamation is pending.

FIXED DEPOSITS

The Company has neither invited nor accepted any fixed deposits during the year under review.

PARTICULARS OF EMPLOYEES

Information in accordance with sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended and forming part of the Directors' Report for the year ended 31st March, 2012 is given in Annexure "A" to the Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 217(2AA) of the Companies Act, 1956 the Directors hereby confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

2. That the selected accounting policies were applied consistently and the Directors 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 31st March, 2012 and of the profit of the Company for the financial year ended on that date.

3. That proper and sufficient care has been taken 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 to the best of the Directors' knowledge and ability.

4. That the annual accounts have been prepared on a going concern basis.

ADDITIONAL INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

a) Conservation of Energy: The Company continued energy conservation efforts during the year. It has closely monitored power consumption and running hours on day to day basis, thus resulting in optimum utilization of energy. The hotel is fitted with energy saving devices to conserve energy in the long run.

b) Technology Absorption: The activities of the Company at present do not involve technology absorption and research and development.

c) Foreign exchange earnings and outgo:

Earnings: Rs.923.12 Lakhs (Previous YearRs. 1217.70 Lakhs)

Utilization (including import of capital goods): Rs. 56.56 Lakhs (Previous YearRs. 274.24 Lakhs)

DISCLOSURES RELATING TO UNCLAIMED SUSPENSE ACCOUNT AS PER AMENDED CLAUSE 5A OF THE LISTING AGREEMENT:

Aggregate number of Number of share holders who Number of shareholders to whom shareholders and the outstanding approached the issuer for transfer shares were transferred from the Shareholder and the outstanding Shareholder lying in of shares from the Unclaimed Unclaimed Suspense Account Suspense Account at the Suspense Account during the during the year. beginning of the year. year. the year.

NIL NIL NIL

Aggregate number of shareholders and the outstanding share lying in the Unclaimed suspense Account at the end of the year.

NIL

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Management Discussion and Analysis and Corporate Governance Report together with a certificate from the Company's Auditors confirming compliance is given in the Annexure "B" and "C" forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Orchid, Asia's first eco-friendly five star hotel and flagship unit of the Company, has constantly been undertaking several initiatives towards its pursuit for better environment. The Orchid has been maintaining 18 gardens in the city spreading the message of green Mumbai. It has adopted gardens and traffic islands around the city for beautification purposes and to improve the overall environment of Mumbai. The Orchid's Green Team celebrated World Environment by distributing free saplings of plants like Chlorophythum, Money Plant and Sin gonium. In order to increase awareness among the employees, the Green Team of The Orchid organized several events during the year, namely Poster Competition, Wealth out of Waste Competition, Quiz competition, Photography competition, Screening of Documentaries on the environment. The Orchid is one of the few hotels to invite students of schools and colleges and sensitize the new generation about various environmental issues and spread environmental awareness.

As a caring corporate citizen, your Company has recruited reasonable number of physically challenged persons, thereby providing employment opportunities to this under privileged segment of the society.

Besides, your company has undertaken several other initiatives towards its corporate social responsibility like organizing silent rally prior to the festival of Diwali to urge the public to reduce air and noise pollution, distribution of bird feeders, donation of garments and fabrics to Nav Nirman Foundation, an NGO dedicated to rehabilitation of drug and alcohol addicts, celebration of "Earth Day" with children at Tata Memorial Hospital and initiation of Nirmalya Project in co-operation with Municipal Corporation of Greater Mumbai to convert waste into valuable vermicompost.

"GO GREEN" INITIATIVE:

The Ministry of Corporate Affairs (MCA) has taken a "Green Initiative in Corporate Governance" (Circular No. 17/2011 dated 21.04.2011 and issued Circular No. 18/2011 dated 29.04.2011) permitting companies to send various notices / documents to their shareholders through electronic mode. Keeping in view the underlying theme of the circulars issued by MCA, your Company has decided to send all communications / documents including the Notice calling the Annual General Meeting, audited financial statements, directors' report, auditors' report etc., in electronic form unless otherwise requested in writing by shareholders.

AUDITORS

M/s. J. G. Verma & Co., Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

EMPLOYEE RELATIONS

The relations of the management with staff and workers remained cordial during the entire year.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for the sincere and whole hearted co-operation extended by all concerned, particularly Stock Exchanges, Department of Tourism, Company's bankers, Financial Institutions, security trustees, bond holders, Municipal authorities, the Government of Maharashtra, the Central Government, suppliers, clientele and the staff of the Company and look forward to their continued support. The Directors also thank the shareholders for continuing their support and confidence in the Company and its management.

ON BEHALF OF THE BOARD OF DIRECTORS

Place: Mumbai Dr. Vithal V. Kamat

Date: 26th May, 2012 Executive Chairman and Managing Director


Mar 31, 2011

Dear Members,

The Directors are pleased to present the Twenty-Fourth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS

The financial results for the year under review are summarised below:

(Rs. in Lakhs)

Particulars Year ended Year ended

March 31, 2011 March 31, 2010

Total Income 12,327.84 11,364.03

Profit Before Interest, Depreciation and Taxation 4,139.03 4,091.49

Less: Interest and Finance Charges (net) 2,437.00 2,762.22

Less: Depreciation 1,251.09 1,264.79

Profit Before Exceptional Item and Tax 450.94 64.48

Add: Exceptional Item 55.07 -

Profit Before Tax 506.01 64.48

Less: Provision for current tax 182.00 103.00

Less/(Add): Deferred tax 341.70 (81.80)

Less: Provision for wealth tax 7.40 7.60

Add: MAT credit entitlement 182.00 103.00

Profit After Tax but before Adjustments and Appropriation 156.91 138.68

Less: Prior Period Adjustments (Net) 19.59 -

Net Profit After Tax 137.32 138.68

Add: Surplus Brought Forward from previous year 5,555.85 5,417.17

Balance Profit carried over to Balance Sheet 5,693.17 5,555.85

YEAR IN RETROSPECT

During the year under review, total income of the Company has increased as compared to the previous financial year. The average occupancy level of The Orchid, Mumbai, the flagship unit of the Company, was around 69% as compared to 64% in the previous year. The Average Occupancy level of the Company's other unit VITS Mumbai was around 83% as compared to 66% in the previous year. The Average Room Rate, during the year under review, was however lower at Rs. 6,482/- at The Orchid, Mumbai as compared to Rs. 6,633/- in the previous year and at Rs. 3,525/- at VITS, Mumbai as compared to Rs. 3,579/- in the previous year.

The total turnover of the Company for the year was recorded at Rs. 12,327.84 lakhs (of which the turnover of Rs. 6779.33 lakhs pertains to The Orchid, Mumbai, Rs. 3144.75 lakhs to VITS, Mumbai and Rs. 2403.76 lakhs to other units) as against Rs. 11,364.03 lakhs in the previous year, an increase of around 8.48% over the last year. The Company has registered profit after tax of Rs. 137.32 lakhs as compared to profit of Rs. 138.68 lakhs in the previous year, a decrease of around 0.98% over the last year.

DIVIDEND

With a view to conserve resources to meet the existing financial commitments, the Board of Directors do not recommend any dividend for the financial year ended 31st March, 2011 (Previous year NIL).

AWARDS

The Orchid, Asia's first and only ISO 14001 certified Eco-friendly Five Star Hotel, continues to maintain the track record of winning prestigious awards. The Directors are pleased to inform that "The Orchid" has been honored with the following awards in the year under review:

'The Orchid' bagged the Golden Peacock Environment Management Award for the year 2010 by the Golden Peacock Awards Jury of the Institute of Directors. The award was presented to Mr. Vithal V Kamat, Executive Chairman and Managing Director on 30th July, 2010 in London.

The Brihanmumbai Municipal Corporation, on 27th February, 2011, at the Plants, Flowers, Fruits and Vegetables Exhibition awarded 'The Orchid' with 1st prize for Traffic Island, near the Institute of Sciences, Churchgate, garden at the Bandra Fire Brigade and 3rd prize for Traffic Island at Tardeo and Nariman Point.

During the year under review, VITS has won the following awards:

i) Golden Star Award to VITS Coffee Shop - Most admired Restaurant and F & B retailer of the year in the Multi Cuisine Category, 2011.

ii) Golden Star Award for the most admired Training Manager of the year.

Mr. Vithal V. Kamat, Executive Chairman and Managing Director of the Company was awarded the prestigious Rajiv Gandhi Environment Award on 5th June, 2010 – World Environment Day, for the exemplary work carried out by him in the field of protection of environment. Further, he was honored with the runner up award for Green Hotelier of the Year on 16th December, 2010 at The Westin, Gurgaon by Hotelier India.

Your Company has so far bagged 49 national and 25 international awards. Most of these awards have been won mainly because of the environmental awareness created by the flagship hotel, "The Orchid".

Expansion projects:

"The Orchid Expansion" Mumbai

Your Directors are pleased to report that The Orchid expansion, Mumbai which consists of air conditioned rooms of executive, deluxe and suite classes, high premium bar, a continental restaurant and 3 conference rooms / banquet hall and other facilities like spa, health club and staff training centre has already started contributing revenue to the Company.

MANAGEMENT CONTRACTS

The Company is having management contracts for managing hotel properties at Aurangabad, Karwar, Udaipur, Delhi and Pune.

SUBSIDIARY COMPANIES:

B W HIGHWAY STAR PRIVATE LIMITED:

During the year under review, 4.16% share capital of B W Highway Star Private Limited (Subsidiary Company) was transferred to your Company out of the 25% share capital of the subsidiary company agreed to be purchased by the Company pursuant to the Share Purchase Agreement dated 8th February, 2010. Consequently, 79.16% share capital of the subsidiary company is presently registered in the name of your Company and as per the said Share Purchase Agreement, the remaining 20.84% shares are to be transferred to the Company by 1st February, 2013.

B W Highway Star Private Limited has presently two operational hotels at Pune under the brand name 'The Orchid' and 'VITS' besides restaurants and banquet halls. You will be pleased to know that these hotels have already started contributing revenue.

FORT MAHODADHI PALACE PRIVATE LIMITED:

In the current year, Fort Mahodadhi Palace Private Limited became a wholly owned subsidiary of the Company with effect from 30th April, 2011. It is planned to further develop Fort Mahodadhi Palace project as heritage look and feel hotel in the Subsidiary Company.

The Ministry of Corporate Affairs has vide Circular No. 5/12/2007-CL-III dated 8th February, 2011 granted general exemption from the provisions of Section 212 of the Companies Act, 1956 in relation to attaching copy of the Balance Sheet, Profit and Loss account, Board's Report and Auditor's Report of the subsidiary companies alongwith the holding company's Balance Sheet. Accordingly, the Balance Sheet etc. of the subsidiary company are not attached with the annual accounts of your Company.

Pursuant to the said circular the annual accounts of the subsidiary company(ies) and the related details shall be available to shareholders of the Company seeking such information. The annual accounts of the subsidiary company(ies) are open for inspection by the shareholders of the Company at the registered office of the Company and of the subsidiary company(ies).

OTHER PROPERTIES

The Company is holding immovable properties at Baddi, Raipur, Nagpur, Coimbatore, Kottayam-Kerala, BKC and Amravati. Your company has planned to dispose of these properties to reduce the debts.

DIRECTORS

Mr. Ved Prakash Khurana and Mr. T. M. Mohan Nambiar retire by rotation and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

Mr. Vikram V. Kamat was appointed as Executive Director of the Company at the Annual General Meeting held on 26th September, 2009, for a period of 3 years from 1st October, 2008. Mr. Vikram V. Kamat is proposed to be re- appointed as Executive Director for a period of 3 years from 1st October, 2011, subject to the shareholders' approval. The notice of the ensuing Annual General Meeting contains necessary resolution in this regard.

Brief profiles of Mr. Ved Prakash Khurana and Mr. T. M. Mohan Nambiar, Directors retiring by rotation and Mr. Vikram V. Kamat, Executive Director are given in Annexure II to the Notice convening the ensuing 24th Annual General Meeting.

Mr. Aswini Sahoo was appointed as director nominated by Clearwater Capital Partners (Cyprus) Limited w.e.f. 25th August, 2010 pursuant to the amended Articles of Association of the Company.

CHANGE IN CAPITAL DUE TO CONVERSION OF FCCBs

The Board of Directors of your Company, at its meeting held on 25th August, 2010, issued and allotted 18,43,810 Equity Shares in the capital of the Company to FCCBs holder upon conversion of part of the FCCBs at a revised conversion price of Rs. 135/- per share as approved by the shareholders and the Reserve Bank of India in accordance with the relevant Press Notes issued by the Ministry of Finance, Government of India. As a result, the paid up capital of the Company has increased during the year under review from Rs.13.20 crores to Rs.15.04 crores.

AMALGAMATION

The Board of Directors of the Company has, at its meeting held on 26th March, 2011 given its in principle approval to the amalgamation of Kamats Restaurants Private Limited (Restaurants Business), Kamat Holiday Resorts Private Limited (Lotus Resorts, Murud) and Lotus Resorts Goa unit owned by Kamats Holiday Resorts (Silvassa) Limited with the Company based on valuation to be done by an independent valuer subject to final approval of the amalgamation scheme by the Board, compliance of applicable regulatory requirements and approval of the scheme by the stock exchanges and the competent court.

FIXED DEPOSITS

The Company has neither invited nor accepted any fixed deposits during the year under review.

PARTICULARS OF EMPLOYEES

Information in accordance with sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended and forming part of the Directors' Report for the year ended 31st March, 2011 is given in Annexure "A" to the Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 217(2AA) of the Companies Act, 1956 the Directors hereby confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

2. That the selected accounting policies were applied consistently and the Directors 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 31st March, 2011 and of the profit of the Company for the financial year ended on that date.

3. That proper and sufficient care has been taken 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 to the best of the Directors' knowledge and ability.

4. That the annual accounts have been prepared on a going concern basis.

ADDITIONAL INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

a) Conservation of Energy: The Company continued energy conservation efforts during the year. It has closely monitored power consumption and running hours on day to day basis, thus resulting in optimum utilization of energy. The hotel is fitted with energy saving devices to conserve energy in the long run.

b) Technology Absorption: The activities of the Company at present do not involve technology absorption and research and development.

c) Foreign exchange earnings and outgo:

Earnings: Rs. 1217.70 Lakhs (Previous Year Rs. 1525.87 Lakhs)

Utilization (including import of capital goods): Rs. 274.24 Lakhs (Previous Year Rs. 507.24 Lakhs)

DISCLOSURES RELATING TO UNCLAIMED SUSPENSE ACCOUNT AS PER AMENDED CLAUSE 5A OF THE LISTING AGREEMENT:

Aggregate number of Number of shareholders who Number of shareholders to Aggregate number of shareholders and the approached the issuer for whom shares were shareholders and the outstanding shares lying in the transfer of shares from the transferred from the outstanding shares lying Unclaimed Suspense Account Unclaimed Suspense Unclaimed Suspense in the Unclaimed at the beginning of the year Account during the year Account during the year Suspense Account at the end of the year

NIL NIL NIL NIL

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Management Discussion and Analysis and Corporate Governance Report together with a certificate from the Company's Auditors confirming compliance is given in the Annexure "B" and "C" forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Company, as in the past, acknowledges it's Corporate Social Responsibility (CSR) and accordingly has undertaken several eco friendly initiatives like organizing silent rally during Diwali to reduce air and noise pollution, rally on World Environment Day at traffic junctions, celebration of Earth Day, etc. The Christmas day was celebrated with Sneha Sadan Orphanage and Cheshire Home for the differently abled. Environment Awareness Program was initiated at Holy Family High School in Andheri and at Tata Memorial Center in Parel. A magic show for child cancer patients was organized by the Company at Tata Memorial Center in Parel.

As a caring corporate citizen, your Company has recruited reasonable number of physically challenged persons, thereby providing employment opportunities to this under privileged segment of the society.

'GO GREEN' INITIATIVE:

The Ministry of Corporate Affairs (MCA) has taken a "Green Initiative in Corporate Governance" (Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011) permitting companies to send various notices / documents to their shareholders through electronic mode. Your company has constantly been undertaking several initiatives towards its pursuit for better environment. Keeping in view the underlying theme of the circulars issued by MCA, your Company has decided to send, henceforth, all communications / documents including the Notice calling the Annual General Meeting, audited financial statements, directors' report, auditors' report etc., in electronic form unless otherwise requested in writing by shareholders.

AUDITORS

M/s. J. G. Verma & Co., Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

EMPLOYEE RELATIONS

The relations of the management with staff and workers remained cordial during the entire year.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for the sincere and whole hearted co-operation extended by all concerned, particularly Stock Exchanges, Department of Tourism, Company's bankers, Financial Institutions, security trustees, bond holders, Municipal authorities, the Government of Maharashtra, the Central Government, suppliers, clientele and the staff of the Company and look forward to their continued support. The Directors also thank the shareholders for continuing their support and confidence in the Company and its management.

ON BEHALF OF THE BOARD OF DIRECTORS

Vithal V. Kamat

Executive Chairman & Managing Director

Place: Mumbai

Date: 28th May, 2011


Mar 31, 2010

The Directors are pleased to present the Twenty-Third Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS

The financial results for the year under review are summarised below.

(Rs. in lakhs.) Particulars Year ended Year ended

March 31, March 31, 2009 2010

Total Income 11,364.03 12,681.00

Profit Before Interest, Depreciation & Taxation 4091.48 4,255.01

(Less): Interest 2762.21 2,329.36

(Less): Depreciation 1264.79 1,109.35

Profit Before Extra Ordinary Item and Tax 64.48 816.30

Add/(Less): Extra Ordinary Item - 1,71.71

Profit Before Tax 64.48 988.01

(Less): Provision for current tax 103.00 104.00

(Less): Provision for deferred tax 81.80 385.12

(Less): Provision for fringe benefit Tax 0 28.80

(Less): Provision for wealth tax 7.60 8.00

Add: MAT credit entitlement 103.00 104.00

Profit after tax 138.68 566.09

(Less): Prior period adjustments - -

Net profit after adjustments 138.68 566.09

Add: Surplus Brought Forward from previous year 5,417.17 5,050.61

Distributable Profits 5,555.85 5,616.70 Appropriations:

i) Proposed dividend on Equity Shares - 158.37

ii) Tax on proposed dividend on (i) above - 26.91

iii) Transferred to General Reserve - 14.25

Balance carried over to Balance Sheet 5,555.85 5,417.17

YEAR IN RETROSPECT

Your Company has registered satisfactory performance as compared to the last year inspite of the adverse business conditions in the first half of the year under consideration. During the year under review, the average occupancy level of The Orchid, the flagship unit of the Company, was around 64% as compared to 61.53% in the previous year. The Average Occupancy level of the Companys other unit VITS, Mumbai was around 66% as compared to 60.2% in the previous year. The Average Room Rate, during the year under review, was recorded at Rs. 6633.45/- at The Orchid, Mumbai as compared to Rs. 10,263/- in the previous year and at Rs. 3,579/- at VITS, Mumbai as compared to Rs. 5,472/- in the previous year.

The total turnover of the Company for the year was recorded at Rs. 11,364.03 lakhs (of which the turnover of Rs. 6083.93 lakhs pertains to The Orchid, Mumbai, Rs. 2,591.33 lakhs to VITS, Mumbai and Rs. 2688.74 lakhs to other units) as against Rs. 12,681.00 lakhs in the previous year, a decrease of around 10.39% over the last year. The Company has registered profit after tax of Rs. 138.68 lakhs as compared to profit of Rs. 566.09 lakhs in the previous year, a decrease of around 75.50% over the last year.

DIVIDEND

The Board of Directors did not recommend any dividend for the financial year ended 31st March, 2010 keeping in view the slow down in the financial performance and the need to conserve resources. (Previous year 12% or Rs. 1.20 per share).

AWARDS

Your Directors are pleased to inform you that, the Orchid, Asias first and only ISO 14001 certified Eco-friendly Five Star Hotel, has once again maintained the track record of winning prestigious awards. During the year under review, "The Orchid" won the following awards:

Kohinoor Award for Professional Excellence 2009 presented by Shri Manohar Joshi on 19th September, 2009. The award was presented at the Kohinoor Global Campus Annual Convocation held on 19th September, 2009.

Pacific Area Travel Writers Association (PATWA) has honoured Mr. Vithal V.Kamat, Executive Chairman and Managing Director with the PATWA International Award under the category "PATWA International Achiever Award".

The International Award ceremony took place on 12 March, 2010 at Saal 4/5 at Berlin Federal Republic of Germany, during ITB.

The Orchid" was also awarded the Good Green Governance Award in the Tourism Category for the year 2009 by Srishti Publications. The award as presented to The Orchid on April 22nd 2010 – Earth Day in New Delhi.

During the year under review, VITS has won the following awards:

1. Golden Crown - Title of International Standards in 2009.

2. Resort Condominiums International Award in 2010.

3. Golden Star Awards to VITS Coffee Shop - Most admired Restaurant & F & B retailer of the year 2010.

Mr. Vithal V. Kamat, Executive Chairman and Managing Director of the Company was awarded "The Vishwa Award" on December 20, 2009 at Ravindra Natya Mandir, Mumbai in the category of Leader in Industry for contribution towards environmental protection.

Your Company has so far bagged 43 national and 24 international awards. Most of these awards have been won mainly because of the environment awareness created by the flagship hotel, "The Orchid".

PROJECTS UNDER IMPLEMENTATION:- Existing Hotels : Refurbishing of The Orchid, Mumbai –Phase III

Your Directors are pleased to report that the third phase of refurbishing of the balance rooms at the Companys flagship hotel "The Orchid" at Mumbai has been completed during the year.

Fort Mahodadhi

The Company has completed first phase of the project at Fort Mahodadhi Palace, Puri, Orissa. The Company has received very positive response to the hotel. Your Company will undertake the Second Phase on the project after financial closure with investors who have shown interest in the project.

Lotus Konark

The Directors are pleased to report that thirty rooms of "Lotus Konark" have already become operational. Your company is looking forward to commence operation of additional 30 rooms by October, 2010 considering good demand.

Nagpur

The project at Nagpur is progressing well and the civil work is completed. The Company is hopeful of commencing operation in the next year.

NASIK

The Company has created an additional conference hall which will increase the revenue of the Hotel.

Expansion projects:

The Orchid Expansion" Mumbai

The Orchid expansion Mumbai, has progressed well and the project is likely to be completed as per plan by August-September 2010.

MANAGEMENT CONTRACTS

The Company is having management contracts for managing hotel properties at Aurangabad and Nagpur. The Company is also in talks with several parties for management and franchise contracts in various other parts of the country.

SUBSIDIARY COMPANY

The Company had, on 21st May, 2009, increased its shareholding in B W Highway Star Private Limited from 26% to 75% by acquiring 49% Equity Share capital of the said Company from one of the Shareholders. Consequently, B W Highway Star Private Limited has become a Subsidiary of the Company with effect from 21st May, 2009.

The Company had vide Share Purchase Agreement dated 8th February, 2010 agreed to purchase remaining 25% of the paid up Equity Share capital of the Subsidiary Company from another shareholder as per the Minutes of the Order signed by the shareholders of the said Company by resolving their dispute amicably and successfully. The Honorable High Court has passed the Minutes of the Order on 10th February, 2010.

B W Highway Star Private Limited has presently one operational hotel at Pune commissioning 120 rooms, a restaurant and banquets. Considering the market response and other positive indicators, the Company will soon operationalise additional 80 rooms along with certain allied facilities.

As required under Section 212 of the Companies Act, 1956, the audited Annual Accounts for the year ended 31st March, 2010, of the Companys subsidiary B W Highway Star Private Limited along with the Auditors Report and the Directors Report form part of this Annual Report.

OTHER PROPERTIES

The Company is holding immovable properties at Baddi, Raipur, Nagpur, Coimbatore, Kottayam-Kerala and Amravati for the purpose of developing hotels and restaurants at the appropriate time in view of great potential for tourism in the coming years. These hotel projects will be taken up at the appropriate time.

FOREIGN CURRENCY CONVERTIBLE BONDS:

The Board of Directors of the Company at its meeting held on 8th May, 2010 approved amending the terms of Foreign Currency Convertible Bonds including conversion price of Foreign Currency Convertible Bonds into equity shares as per pricing norms under the press note dated 15th February, 2010 and 27th November, 2008 or such other higher price as may be agreed to between the Bondholder/Trustee for the Bondholder and the committee of the Board provided that the Bondholder(s) agree to compulsory conversion of the entire Foreign Currency Convertible Bonds into equity shares within the agreed time frame. The Board approval is subject to shareholders approval by Special Resolution proposed to be passed at an Extraordinary General Meeting scheduled on 10th June, 2010 and Reserve Bank of India and other regulatory authority, if required.

The Board also constituted a Securities Issue Committee in this regard which has agreed to the conversion price of Rs. 135/- per share for mandatory conversion of 5.50% Foreign Currency Convertible Bonds within specified time frame into equity shares which is higher than price as per the pricing norm provided in Press Note dated 27th November, 2008, 15th February, 2010 and 15th March, 2010. The Company has communicated the above decision to the Trustee for the Foreign Currency Convertible Bondholder and

requested them to convey their acceptance for the revised conversion price and other amendments to the trust deed.

FIXED DEPOSITS

The Company has neither invited nor accepted any fixed deposits during the year under review.

PARTICULARS OF EMPLOYEES

Information in accordance with sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, and forming part of the Directors Report for the year ended 31st March, 2009 is given in Annexure A to the Report.

DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 217(2AA) of the Companies Act, 1956 the Directors hereby confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

2. That the selected accounting policies were applied consistently and the Directors 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 31st March, 2010 and of the profit of the Company for the financial year ended on that date.

3. That proper and sufficient care has been taken 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 to the best of the Directors knowledge and ability.

4. That the annual accounts have been prepared on a going concern basis.

ADDITIONAL INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

a. Conservation of Energy: The Company continued energy conservation efforts during the year. It has closely monitored power consumption and running hours on day to day basis, thus resulting in optimum utilisation of energy. The hotel is fitted with energy saving devices to conserve energy in the long run.

b. Technology Absorption: The activities of Company at present do not involve technology absorption and research and development.

c. Foreign exchange earnings and outgo:

Earnings :

Utilisation (including import of capital goods) :

Mrs. Rajyalakshmi Rao and Mr. S. S. Thakur retire by rotation and being eligible, offer themselves for reappointment. The Directors recommend their re-appointment.

Mr. Vithal V. Kamat was appointed as an Executive Chairman and Managing Director of the Company and Mr. Ramesh N. Shanbhag was appointed as Whole time Director of the Company at the Annual General Meeting held on 28th July, 2007, for a period of 3 years from 1st October, 2007. Mr. Vithal V. Kamat and Mr. Ramesh N. Shanbhag are proposed to be re-appointed, as Executive Chairman and Managing Director and Whole time Director for a period of 3 years from 1st October, 2010, subject to the shareholders approval. The notice of the ensuing Annual General Meeting contains necessary resolutions in this regard.

Brief profile of Mrs. Rajyalakshmi Rao and Mr. S. S. Thakur, Directors retiring by rotation, Mr. Vithal V. Kamat, Executive Chairman and Managing Director and Mr. Ramesh N. Shanbhag, Whole-time Director are given in Annexure II to the Notice convening the ensuing 23rd Annual General Meeting.

Mr. Pravin N. Ghatalia ceased as Director of the company due to his demise on 13th August, 2009.The Directors paid their tribute to Mr. Pravin N. Ghatalia and placed on record the invaluable guidance given by Mr. Pravin N. Ghatalia during his tenure as a Director.

Mr. Vishal V. Kamat ceased as Director due to his resignation with effect from 24th October, 2009. The Directors place on record their sincere appreciation for the valuable support and services given by Mr. Vishal V. Kamat during his tenure as a Director of the Company.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Management Discussion and Analysis and Corporate Governance Report together with a certificate from the Companys Auditors confirming compliance is given in the Annexure "B" and "C" forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Company, as in the past, have constantly undertaken several eco friendly initiatives like programme on Environmental Awareness, celebration of World Earth Day by distributing potted plants, organising rally against Noise Pollution and rally for ‘International Day of Climate Action, towards its pursuit for better environment. The childrens day was celebrated with orphanage Sneha Sadan by the Orchid Team.

As a caring corporate citizen, your Company has recruited reasonable number of physically challenged persons, thereby providing employment opportunities to this under privileged segment of the society. The Christmas day was celebrated by the Orchid team with Cheshire Home (Home for Disabled).

AUDITORS

M/s. J. G. Verma & Co., Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

AUDITORS OBSERVATIONS

With regard to observations made by the Auditors in their report in para No. __of the annexure, the same are self explanatory and do not call for further explanation.

EMPLOYEE RELATIONS

The relations of the management with staff and workers remained cordial during the entire year.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for the sincere and whole hearted co- operation extended by all concerned, particularly Stock Exchanges, Department of Tourism, companys bankers, Municipal authorities, Government of Maharashtra, Central Government, suppliers, clientele and staff and look forward to their continued support. The Directors also thank the shareholders for continuing their support and confidence in the Company and its management.



ON BEHALF OF THE BOARD OF DIRECTORS Vithal V. Kamat Executive Chairman & Managing Director

Place: Mumbai Date: 22 nd May, 2010

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