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Directors Report of Sayaji Hotels Ltd.

Mar 31, 2016

To,

THE MEMBERS OF SAYAJI HOTELS LIMITED

The Directors take pleasure in presenting the 33rd Annual Report together with the Standalone and Consolidated audited financial statements for the year ended March, 31 2016. The Management Discussion &Analysis has also been incorporated into this report.

1. HIGHLIGHTS OF PERFORMANCE

During the year under review, on a standalone basis, there is an increase of 19.02% in the revenue of the Company (increased to Rs 16272.29 Lakh from Rs.13671.72 Lakhs in the previous year). Operating profit % to the sale is also improved (21.12% for current year and 20.48% for previous year). Loss before exceptional item decreased due to higher operating profits. Exceptional income includes profit on sale of restaurant business located at Pune hotel of the company.

2. FINANCIAL RESULTS

Particulars

Stand Alone (Rs. in Lacs)

Financial Year 2015-16

Financial Year 2014-15

Income

16272.29

13671.72

Less: Operating Expenses

12835.16

10870.65

Operating Profit

3437.13

2801.07

Less: Finance Cost

1209.27

1168.27

Profit before Depreciation

2227.86

1632.80

Less: Depreciation

2311.20

2040.60

Add: Depreciation written back

0.03

0.00

Profit/(Loss) before exceptional items

(83.31)

(407.80)

Exception Item

1146.85

0.00

Profit Before Tax (PBT)

1063.54

(407.80)

Less:Tax Expenses

Current Tax

503.29

220.30

Deferred Tax

(470.66)

(261.05)

Earlier Years'' Tax

50.34

(102.02)

Profit After Tax (PAT)

980.57

(265.03)

EPS (Equity Shares of Rs.10/- each)

Basic

4.92

(1.67)

Diluted

4.92

(1.67)

3. DIVIDEND

Looking to the future expansion/renovation plans of the Company, your directors are not recommending dividend to the equity shareholders for financial year 2015-16.

4. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2016 was Rs. 2751.80 Lacs. During the year Company has allotted 83,338 10% cumulative redeemable preference shares of Rs.100/- each to the directors/promoters/promoter''s relative of the Company at premium of Rs. 50/- per shares on preferential basis. The Company has not issued shares with differential voting rights neither granted stock options nor sweat equity.

The Company''s equity shares are listed with the BSE Ltd.

5. FINANCE

Cash and cash equivalent as at 31st March, 2016 was Rs. 588.15 Lacs. The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

5.1 DEPOSITS

The Company during the year has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014and there were no remaining unclaimed or unpaid deposits as on 31st March, 2016. Further, the Company has not accepted any amount as deposit in contravention of the provisions of the Companies Act, 2013 and the rules made there under.

5.2 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review the Company has made following investments pursuant to Section 186 of the Companies Act, 2013:

Name of the entity

Relation

Amount (Rupees in Crore)

Particulars of investments

Purpose for which the investment are proposed to be utilized

Sayaji Housekeeping Services Ltd.

Wholly Owned Subsidiary

637.50

Investment into Shares

For providing financial assistance for setting up the business

For further details please refer to the relevant notes to the attached financial statements.

5.3 Amount propose to be transferred to the reserves

During the year under review Rs. 980.57 Lacs are proposed to be transferred to the general reserves.

6. REVIEW OF BUSINESS ACTIVITIES - EXPANSION/ UPGRADATION PLANS

SAYAJI HOTELS LTD.

- Indore

Your Director proud to announce that during the year your Company''s Indore hotel has obtained 5 STAR RATING. In order to maintain its status your Company has also renewed some of the floors of the Indore hotel. Renovation plan of one more floor and few large banquet halls are also in pipe line for the current financial year.

- Amber Convention Centre

Company''s ambitious project named as “Amber Convention Centre” is also under progress and will be launched fully during the coming year. . This will be one of the biggest convention center of the city having capacity of approx 2000 people.

0 Barbeque-Nation Restaurants

Barbeque-Nation Hospitality Ltd. is operating 71restaurants across the country and planning to start 20 more restaurants within the current financial year. Company is also coming with its first overseas restaurant at Dubai.

0 Malwa Hospitality Pvt. Ltd.

During the year under review the “Effotel” hotel at Indore operated by your Company''s subsidiary M/s Malwa Hospitality Pvt Ltd. has also obtained 4 STAR RATING. The Effotel has generated revenue of Rs. 1962.48 Lacs and operating profit of Rs. 413.14 Lacs during the year under review and the average occupancy for the year was 65%.

Your Company has aggressive plans to take hotels in various cities and to run the same on management contract basis. It will help your company to increase its business reach.

Changing Environment- Leading To Growth Of Hotel Industry

- Travel & Tourism''s direct contribution to world gross domestic product (GDP) and employment in 2015 was US$2.2 trillion (2015 prices) and 108 million jobs respectively.

- Taking its wider impacts, including indirect and induced contributions, into account, Travel & Tourism''s total contribution to the global economy in 2015 was US$7.2 trillion (2015 prices), which equates to 9.8% of total GDP. In terms of employment, in 2015 the Travel & Tourism sector supported 284 million jobs, or 1 in 11 of all jobs in the world.

- 2.5 million new jobs were generated directly in the sector in 2015, taking the number of direct jobs to 108 million. In total,

7.2 million new jobs were created as a result of direct, indirect and induced activity.

- The total contribution of Travel & Tourism to employment grew by 2.6% in 2015, while the total GDP contribution grew by 3.1% - faster than wider economic growth (2.3%) for the fifth consecutive year.

- In GDP growth terms, the Travel & Tourism sector outperformed several other major economic sectors in 2015, including manufacturing and retail. In employment growth terms, the Travel & Tourism sector outperformed various other select industries in 2015, including the financial services, education and health care sectors.

- At a country level, direct Travel & Tourism GDP growth outpaced economy-wide GDP growth in 127 of the 184 countries covered by the annual Economic Impact Research in 2015. Examples of economies where Travel & Tourism most markedly outperformed the wider economy in 2015 included Iceland, Japan, Mexico, New Zealand, Qatar, Saudi Arabia, Thailand, and Uganda.

- The sustained demand for Travel & Tourism, coupled with the sector''s ability to consistently outperform the wider global economy and be resilient in the face of shocks, continues to underline its great significance and value as a key sector for economic development and job creation throughout the world.

Some Statistical data are represented below:-

RISING CONTRIBUTION TO INDIA’S GDP

- Tourism in India accounts for 7.5 per cent of the GDP and is the third largest foreign exchange earner for the country

- The tourism and hospitality sector''s direct contribution to GDP is USD42.8 billion in 2015

- The direct contribution of travel and tourism to GDP is expected to grow 7.2 per cent per annum from 2015 - 25 to USD85.6 billion

7. MANAGEMENT DISCUSSION AND ANALYSIS

GENERAL ECONOMIC CONDITIONS AND OPPORTUNITIES

7.1 Market Overview

-The number of Foreign Tourist Arrivals (FTAs) has grown steadily in the last three years reaching around 7.103 million during January-November 2015 (4.5 per cent growth).

- The number of FTAs in November 2015 was 815,000, registering an increase of 6.5 per cent over November

2014.

- Foreign Exchange Earnings (FEEs) from tourism during January-November 2015 were Rs 1,12,958 crore (US$ 16.94 billion), registering a growth of 1 per cent over the same period of last year.

- The number of tourists arriving on e-Tourist Visa during the month of October 2015 reached a total of 56,477 registering a growth of 1987.9 per cent or 21 times as compared to 2,705 tourists in October 2014.

- Online hotel bookings in India is continuously rising and are expected to double by 2016 due to the increasing penetration of the internet and smart phones.

(Source: www.ibef.org)

7.2 Continued Growth in Investment in Tourism Sector

The tourism & hospitality sector is among the top 15 sectors in India to attract the highest Foreign Direct Investment (FDI). During the period April 2000 to September 2015, the hotel and tourism sector attracted around US$ 8.48 billion of FDI, according to the data released by Department of Industrial Policy and Promotion (DIPP).

With the rise in the number of global tourists and realizing India''s potential, many companies have invested in the tourism and hospitality sector. Some of the recent investments in this sector are as follows:

- Fairfax-owned Thomas Cook has acquired Swiss tour operator Kuoni Group''s business in India and Hong Kong for about Rs 535 crore (US$ 80.3 million) in order to scale up inbound tour business

- US-based Vantage Hospitality Group has signed a franchise agreement with India-based Miraya Hotel Management to establish its mid-market brands in the country.

- Thai firm Onyx Hospitality and Kingsbridge India hotel asset management firm have set up a joint venture (JV) to open seven hotels in the country by 2018 for which the JV will raise US$ 100 million.

- ITC is planning to invest about Rs 9,000 crore (US$ 1.35 billion) in the next three to four years to expand its hotel portfolio to 150 hotels. ITC will launch five other hotels - in Mahabalipuram, Kolkata, Ahmadabad, Hyderabad and Colombo -by 2018.

- Goldman Sachs, New-York based multinational investment banking fund, has invested Rs 255 crore (US$ 38.3 million) in Vatika Hotels.

- Capital investment in the tourism and hospitality sector has been rising consistently

- Investments are expected to increase at a CAGR of 8.6 per cent during 2009-25F

- By 2025, investments are expected to increase to

- The government''s collective spending on the tourism and hospitality sector is estimated to be USD2.4 billion in 2015

- Collective government spending on tourism is expected to grow at a CAGR of 9.1 per cent from 2008-15

- By 2025F, the government''s collective spending is expected to increase to USD7.0 billion

- Based on specific themes, government had identified five circuits which includes Krishna Circuit, Buddhist Circuit, Himalayan Circuit, North East Circuit and Coastal Circuit

- USD98.3 million has been allocated for Swadesh Darshan under the Union Budget 2015 -16

- National Mission on Pilgrimage Rejuvenation and Spiritual Augmentation was implemented by the Ministry for enhancing the facilities provided and infrastructure at pilgrimage centers of all cities

- During the Union Budget 2015 - 16, an investment of USD16.4 million was allocated

- Formulation of National Tourism Policy 2015 that would encourage the citizens of India to explore their own country as well as position the country as a ‘Must See'' destination for global travelers

- In FY15, USD1.13 million has been sanctioned to Kerala for development of tourism in the state

- In October 2015, Andhra Pradesh government signed memorandum of Understandings for 8 tourism projects worth USD203.1 million

- In August 2015, Tourism Ministry has sanctioned USD16.35 million or the ‘Integrated Development of Eco-Tourism Circuit'' in Mahabubnagar district of Telangana

7.4 Advantage to Hotel Industries in India:-

Robust demand

- Foreign tourist arrivals expected to increase at a CAGR of 7 per cent over 2005-25

- India registered 7.1 million foreign tourist arrivals in 2015 (January to November), registering an annual growth of 5.4 per cent over the previous year

Attractive opportunities

- India has a diverse portfolio of niche tourism products -cruises, adventure, medical, wellness, sports, MICE, ecotourism, film, rural and religious tourism

- India is expected to receive nearly half a million medical tourists by 2015, implying an annual growth of 30 per cent.

Diverse attractions

- India offers geographical diversity, attractive beaches, 30 World Heritage Sites and 25 biogeography zones

- The country''s big coastline is dotted with a number of attractive beaches.

Policy support

- The Visa on Arrival scheme was extended to 150 countries in 2015

- A five-year tax holiday has been offered for 2, 3, and 4 star category hotels located around UNESCO World Heritage sites (except Delhi and Mumbai)

7.5 EMERGING TOURISM AND HOSPITALITY SEGMENTS

The aim is to develop interest in heritage and TOURISM culture; and promote visits to village settings to experience and live a relaxed and healthy lifestyle

-A wide range of adventure sports are covered under this category with specialized packages

ADVENTURE

TOURISM -The activities include mountaineering, trekking, bungee jumping, mountain biking, river rafting, and rock climbing

The luxury travel market is projected to reach LUXURY USD14.7 billion in 2015 and it was pegged to TOURISM grow at 25 per cent on a year - on - year basis between 2013 and 2015

Tourists seek specialized medical treatments, MEDICAL mainly ayurvedic, spa and other therapies

TOURISM -The primary purpose is achieving, promoting or maintaining good health and a sense of well-being

7.6 RISING REVENUES FROM LEISURE AND BUSINESS SEGMENTS

0 Revenues from leisure travel constitute over 83 per cent of total tourism revenues in India

0 Revenues from leisure travel totaled USD95.95 billion in 2015 and are estimated to reach USD153.72 billion by 2025

0 Business travel revenues stood at USD19.09 billion in 2015 and are projected to reach over USD41.4 billion by 2025

8. INTERNAL COMPLAINT COMMITTEE (SHWW PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

We always desired to work in a safe and healthy environment the major component of which is equality. That''s why at Sayaji, we have constituted an internal complaint committee to provide protection against sexual harassment of the women at the work place and for prevention and redressal of the complaints of sexual harassment.

The Committee is constituted as per the Sexual Harassment of Woman at Workplace (Prevention, Prohibition And Redressal) Act, 2013.

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As the average net profit of the Company for last 3 years is negative hence there is no liability on the Company to incur expenditure on CSR activities as prescribed u/s 135 and schedule VII of the Companies Act, 2013. Ever so, the Company has constituted the CSR Committee of the Board and the CSR Policy has also been approved by the Board and placed on the Company''s website at www.sayajihotels.com

As the Company is not coming under the purview of Section 135 of the Companies Act, 2013 hence is not required to provide particulars of CSR.

10. RISK AND CONCERN

10.1 Industry Risk

-General economic conditions

The hospitality industry is prone to impacts due to fluctuations in the economy caused by changes in global and domestic economies, changes in local market conditions, excess hotel room supply, reduced international or local demand for hotel rooms and associated services, competition in the industry, government policies and regulations, fluctuations in interest rates and foreign exchange rates and other social factors. Since demand for hotels is affected by world economic growth, a global recession could also lead to a downturn in the hotel industry.

- Socio-political risks

In addition to economic risks, your Company faces risks from the socio-political environment, internationally as well as within the country and is affected by events like political instability, conflict between nations, threat of terrorist activities, occurrence of infectious diseases, extreme weather conditions and natural calamities, etc. which may affect the level of travel and business activity.

- Competition from Global Hotel Chains

The Indian subcontinent, South East Asia and Asia Pacific with high growth rates have become the focus area of major global hotel chains. Several of these chains have announced their plans to establish hotels to take advantage of the demand supply imbalance. These entrants are expected to intensify the competitive environment. The success of our Group will be dependent upon its ability to compete in areas such as quality of accommodation, brand recognition, service level, convenience of location, the quality and scope of other amenities, including food and beverage facilities.

- Increased outbound travel

Recent competitiveness in international airfares and strengthening financial health of Indian people resulted in destinations like Europe, South East Asia and Australia becoming more affordable to the average Indian travelers. This has increased outbound travel and presents a risk to the domestic segment for leisure tourism.

10.2 Risk mitigation initiatives

Our Company employs various policies and methods to counter

these risks effectively, as enumerated below:

-Your Company has implemented various security measures at all its properties which inter alia include screening of guest''s luggage, installation of metal detectors etc. to counter the security risk.

- By extensively improving its service standards, as also progressively renovating its properties, across the multi brand portfolio, your Company counters the risk from growing competition and new supply. Further, it gains operating and financial leverage, by expansion through management contracts and leveraging the strengths of its Associates.

- By removing obsolete technology and adopting modern methodology, we endeavor to control the cost of services provided by the Company.

- To attract the customers in lean period by providing attractive packages.

- Aggressive marketing through various offline and online mediums.

10.3 Policies that deal with Risk Management

- The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

- The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

- The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

- The Company has a vigil mechanism named "Whistle Blower/Vigil Mechanism Policy" to deal with instance of fraud and mismanagement, if any.

- The details of the Whistle Blower/Vigil Mechanism Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

11. HUMAN RESOURCES -

As in the Hotel Industry is based on serving human to human hence, it becomes imperative to have the people who possess adequate knowledge, skills and qualities so that the firms can succeed and grow not only within domestic boundaries but also in the national arena. The Company continues to maintain a very cordial and healthy relationship with its work force across all its units. The total number of permanent employees on roll as at March 31, 2016 was 2136 across all its units.

With the increase in work force due to expansion in business, envisage the requirement of adequate on-the-job training across the various levels of employees, a major thrust to the training and development of multi skilled certification programmes has been provided to the Trainees.

A dynamic and transparent performance appraisal system that is KPI Score technique which imparts various positive initiatives towards employee welfare requirements ensured maintaining the employees'' morale at greater heights.

12. SAFETY, HEALTH AND ENVIRONMENT

Providing and supporting a safe and secure environment for our guests, employees and those working at or otherwise visiting our hotels and corporate offices is of paramount importance and therefore Sayaji applies high standards of health and safety across the Group. We ensure the protection and well-being of those working for Sayaji through suitable work-based strategies enumerated below:-

- minimize the risk of injury from work activity;

- ensure that sufficient information and systems are in place to address health and safety concerns;

- involve employees in the continuous improvement,

- I Reporting and review of health and safety matters.

Recognizing the importance of operating safe hotels, our commitment to safety, security and crisis management in hotels is a fundamental part of being a responsible business. We therefore require hotels to comply with a set of global Brand Safety Standards. We also support hotel owners, General Managers and hotel employees to manage risk effectively by giving them a systematic approach and framework to follow and providing them with user-friendly tools and training.

Hotels are assessed by various methods, including self assessment, guest satisfaction surveys, design and engineering plans, incidents, intelligence gathering, quality audits and risk management reviews. Hotel management teams discuss issues periodically and develop action plans where risks are prioritized, responsibilities assigned and improvement actions identified, progressed and monitored. Action plans are reviewed as necessary by appropriate people to escalate and drive action or develop common solutions.

13. PERFORMANCE OF THE SUBSIDIARY COMPANIES -AUDITED FINANCIAL STATEMENTS OF THE COMPANY’S SUBSIDIARIES

As on 31stMarch, 2016, the Company had 3 subsidiaries and 1 Associate Company. During the year Sayaji has incorporated a wholly owned Subsidiary named as Sayaji Housekeeping Services Limited, accordingly the number of subsidiaries of the Companies has increased from 2 to 3 during the year under review. There was no change in the nature of business of the subsidiaries.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary and Associate companies, which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary/associate companies is also included in the Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.sayajihotels.com.

Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.sayajihotels.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company''s Registered Office or e-mail to cs@sayajiindore.com

14. BOARD OF DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL& BOARD MEETINGS

The Board of directors of the Company is duly constituted and Company is having total 7 directors in the Board, out of that 2 are Independent since the Chairman of the Company is Independent director, the Company needs to have at least 1/3 of the total number of directors as per the requirement of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, however, presently Company has only 2 independent director. Company is looking for a suitable person to be appointed as Independent Director and will comply the requirement shortly.

14.1 Changes in the composition of Board of directors

During the year Madhya Pradesh Financial Corporation has withdrawal the nomination of Mr. Y.S. Mehta (DIN 00418859) from the Board of the Company w.e.f. 08th Dec., 2015 (since the entire loan amount of corporation has been repaid by the Company). Mr. Vinit Shah, (DIN 00118610) resigned from the Board on 19th December 2015. The designation of Mr. Raoof Dhanani (DIN 00174654) has been changed to Managing Director of the Company w.e.f. 05th November, 2015.

Except above, there were no changes done in the constitution of the board.

14.2 Independent Directors

The Company has received the necessary declaration from Independent Directors that is Mr. T. N. Unni and Mr. Pradeep Goyal in accordance with Section 149(7) of the Companies Act, 2013, that they meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and the Board of directors are satisfied that all the independent directors of the Company fulfill the criteria of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

14.3 Retirement by rotation -

In accordance with the provisions of Section 152(6) of the Companies Act, 2013and in terms of Articles of Association of the Company, Mrs.Suchitra Dhanani (DIN 00712187) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment. The Board recommends her appointment.

14.4 Changes in other Key Managerial Personnel

During the Year Mr. Raoof Razak Dhanani has been designated as KMP w.e.f 5th Nov. 2015. Except this there were no changes done in the position of KMP.

14.5 Number of meetings of the Board

The Board met six times during the year at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business, however, in case of a special and urgent business need, the Board''s approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meetings.

The notice of Board meeting is given well in advance to all the Directors. The detailed Agenda of the Board/Committee meetings circulated at least a week prior to the date of the respective meetings. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The details of all the Board Meetings are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

14.6 Familiarization Programme for Independent Directors

The Company has put in place a programme to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. The details of the familiarization programme are disclosed at the website of the Company at www.sayajihotels.com.

14.7 Selection of New Directors and Board Membership Criteria

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner. The “Nomination and Remuneration Policy” for appointment and removal of Directors and determining Directors'' independence which forms part of the Annual Report and also placed at the website of the Company at www.sayajihotels.com.

14.8 Annual evaluation of the Board

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance.

The aspects covered in the evaluation includes:-

i. Contribution to and monitoring of corporate governance practices,

ii. participation in the long-term strategic planning and the fulfillment of Directors'' obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.

iii. Attendance of Board Meetings and Board Committee Meetings

iv. Strategic perspectives or inputs regarding future growth of Company and its performance

v. Providing perspectives and feedback going beyond information provided by the management

vi. Not just making Commitment but also putting efforts to achieve those commitments made to shareholder and other stakeholder interests

15. INTERNAL CONTROL SYSTEMS

The Board of Directors and key managerial persons are responsible for ensuring that internal financial controls have been laid down in the Company and that such controls are adequate and are functioning effectively. Sayaji has policies, procedures, and management systems in place that map into the definition of Internal Controls as detailed in the Companies Act, 2013. These have been established at the entity and process levels and are designed to ensure compliance to internal control requirements, regulatory compliance and appropriate recording of financial and operational information.

15.1 A Catalog of Various Polices of the Company are hereunder:

- Corporate Social Responsibility Policy

- Familiarization programme for Independent directors

- Material Subsidiary Policy

- Related Party Transaction Policy

- Risk Management Policy

- Remuneration and Nomination Policy

- Policy for determination of materiality

The Audit Committee met the Company''s Statutory and Internal Auditors to ascertain their views on financial statements, including the financial reporting system, compliance to accounting policies and procedures, the adequacy and effectiveness of the internal controls and systems followed by the Company. The Management acted upon the observations and suggestions of the Audit Committee

16. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c)of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March, 31st 2016 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,

2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

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

17. COMPOSITION OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently six Committees of the Board, as follows:

- Audit Committee

- Corporate Social Responsibility Committee

- Borrowing and Investment Committee

- Nomination and Remuneration Committee

- Stakeholders'' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the “Report on Corporate Governance”, a part of this Annual Report and also placed at the website of the Company at www.sayajihotels.com

18. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. A disclosure as required under section 134(3)(h) of the Companies Act, 2013 and the Rule 8(2) of the Companies (Accounts) Rules, 2014 being enclosed in the Form AOC-2 as “Annexure A" with the Board''s Report.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS -

During the financial year Company has received notice from Indore Development Authority “IDA” for cancellation of the lease for the entire land of Indore Hotel Property on the ground that the Company has constructed some shops on the land and sold the same. Since IDA has not provided opportunity of personal hearing to the Company therefore, Company has filed a writ petition before the Honorable High Court of Madhya Pradesh (Indore Bench) for cancellation of the order of IDA. The honorable High Court has passed the order in favor of the Company and quashed the order.

As per High Court directions, IDA has granted the opportunity of personal hearing and heard company''s plea on this matter. Presently the matter is pending with IDA itself.

Except above, there are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

20. STATUTORY AUDITORS

M/s K. L. Vyas & Co., Chartered Accountants, (F.R.No 003289C) the statutory auditors of the Company, eligible for ratification of their appointment in the ensuing AGM. Members of the Company at the AGM held on 23rd August, 2014 had approved the appointment of M/s K. L. Vyas & Co., as the Statutory Auditors for a term of 4 financial years as required by the provisions of the Companies Act, 2013, their appointment needs to be ratified by members each year at the AGM. Accordingly, requisite resolution forms part of the notice convening the AGM.

The Auditors'' have confirmed their eligibility under Section 141(3)(g) of the Companies Act, 2013 and the Rules framed there under for ratification for appointment as Auditors of the Company. As required under SEBI (LODR) Regulations, 2015, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

21. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Neelesh Gupta& Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith in the Form MR-3 as “Annexure B”.

22. ENHANCING SHAREHOLDERS VALUE

Sayaji believes that “try not to become a person of success, but rather try to become a person of value”.

Accordingly, your Company provides great importance to the shareholders, and the operations which are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

23. CORPORATE GOVERNANCE

At Sayaji, we ensure that we evolve and follow the corporate governance guidelines and best practices sincerely to not just boost long-term shareholder value, but to also respect minority rights. We consider it our inherent responsibility to disclose timely and accurate information regarding our financials and performance, as well as the leadership and governance of the Company. Pursuant to the SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis, the Corporate Governance Report and the Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

23.1. CEO & CFO Certification

Certificate from Mr. Raoof Razak Dhanani, Managing Director and Mr. Sandesh Khandelwal, Chief Financial Officer, pursuant to provisions of Regulation 17 and subregulation 8 of the SEBI (LODR) Regulations, 2015, for the year under review was placed before the Board of Directors of the Company at its meeting held on 30th May, 2016.

A copy of the certificate on the financial statements for the financial year ended March, 31, 2016 is annexed along with this Report.

24. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23and AS 27 issued by the Institute of

Chartered Accountants of India form part of this Annual Report.

25. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Energy conservation means to reduce the quantity of energy that is used for different purposes. This practice may result in increase of financial capital, environmental value, national and personal security, and human comfort.

Individuals and organizations that are direct consumers of energy may want to conserve energy in order to reduce energy costs and promote economic, political and environmental sustain ability. Industrial and commercial users may want to increase efficiency and thus maximize profit.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013read with Rule, 8 of The Companies (Accounts)Rules,

2014, is annexed herewith as “Annexure C”.

26. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

27. EXTRACTOFANNUAL RETURN

The details forming part of the extract of the Annual Return as on 31st March, 2016 in form MGT- 9 is annexed herewith as “Annexure D”.

28. PARTICULARS OF REMUNERATION OF EMPLOYEES

The disclosure required to be made in terms of Section 197(12) of the Companies Act, 2013 and Rule 5(1) is annexed herewith as “Annexure E”.

During the year there was no ‘employee drawing remuneration'' required to be disclosed as per the provision of section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

29. ACKNOWLEDGEMENTS

Our Directors thanks various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

30. ADVISORY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations.

Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic demand and supply conditions affecting charges of rooms & selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

For and on behalf of the Board of Directors

T. N. Unni Chairman

Place : Indore DIN 00079237

Date : 06.08.2016


Mar 31, 2015

To THE MEMBERS OF SAYAJI HOTELS LIMITED

The Directors take pleasure in presenting the 32nd Annual Report together with the Standalone and Consolidated audited financial statemen for the year ended March, 31 2015. The Management Discussion and Analysis has also been incorporated into this report.

1. HIGHLIGHTS OF PERFORMANCE

During the year under review, on a standalone basis, there is an increase of 10% in the revenue of the Company (increased to 13671.72 Lacs from Rs.12417.08 Lacs in the previous year) and 8.66% in the operating profit (increased to Rs. 2801.07 Lacs fro Rs.2577.72 Lacs in the previous year). The loss before exceptional item increased due to heavy amount of depreciation on account adoption of schedule II of the Companies Act, 2013 for calculation of Depreciation.

2. FINANCIAL RESULTS

Stand Alone (Rs. in Lacs)

Particulars Financial Year 2014-15 Financial Year 2013-14

Income 13671.72 12417.08

Less: Operating Expenses 10870.65 9839.36

Operating Profit 2801.07 2577.72

Less: Finance Cost 1168.27 1303.45

Profit before Depreciation 1632.80 1274.27

Less: Depreciation 2040.60 1507.43

Add: Depreciation written back 0.00 0.52

Profit/(Loss) before exceptional items (407.80) (232.64)

Exception Item 0.00 1056.14

Profit Before Tax (PBT) (407.80) 823.50

Less:Tax Expenses Current Tax 220.30 375.66

Deferred Tax (261.05) (106.64)

Earlier Years' Tax (102.02) 0.00

Profit After Tax (PAT) (265.03) 554.48

EPS (Equity Shares of Rs.10/- each)

Basic (1.67) 3.17

Diluted (1.67) 3.17

3. DIVIDEND

Looking to the losses suffered in the current year, your directors are unable to recommend the dividend to the equity shareholders for financial year 2014-15.

4. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs.2668.46 Lacs. During the year Company has allotted 9,16,662 10% cumulative redeemable preference shares of Rs.100/- each to the directors/promoters/promoter's relative of the Company at premium of Rs. 50/- per shares .The Company has not issued shares with differential voting rights neither granted stock options nor sweat equity.

5. FINANCE

Cash and cash equivalent as at 31st March, 2015 was Rs. 95.09 Lacs. The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

5.1 DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed or unpaid deposits as on 31st March, 2015.

The Company has filed Form DPT-4 for the amount which was considered as deposits upon commencement of the aforesaid provisions as on 1st April, 2014 and has repaid the entire amount before the end of the financial year 2015 and has complied with the provisions of the Act and Rules made there under.

5.2 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has provided following loans and guarantees and made following investments pursuant to Section 186 of the Companies Act, 2013:

Amount Particulars of Name of the entity Relation (Rupees in loans, guarantees Crore) and investments

Malwa Hospitality Pvt.Ltd. Subsidiary of the 24.51 Corporate Company Guarantee

Barbeque-Nations Presently 40.00 Corporate Hospitality Ltd.1 Associates of the Guarantee Company

Sana Hospitality Promoters 4.21 Corporate Services Pvt. Ltd.2 Relative's Company Guarantee

Barbeque-Nations Associate 0.26 Investment Hospitality Limited Company

Malwa Hospitality Pvt. Ltd. Subsidiary 1.40 Investment Company

Name of the Entity Purpose for which the loan, guarantee and investment are proposed to be utilized

Malwa Hospitality Pvt Ltd Malwa Hospitality has taken loan of Rs. 24.00 Cr. from State Bank of India for constructing its hotel project and Rs. 0.51 Cr. Car Loan from HDFC Bank Ltd. Company being its holding Company has provided its Corporate Guarantee.

Barbeque-Nations Hospitality Ltd Company has earlier provided Corporate Guarantee for term loan availed by Barbeque- Nations Hospitality Ltd., being its subsidiary at that time. However, presently it is having status of Associate Company in which company has 47.40% shareholding.

Sana Hositality Services Pvt Ltd Company has provided Corporate Guarantee for term loan availed by Sana Hospitality Services Pvt. Ltd. for its restaurant business.

Barbeque-Nations Hospitality Limited Company has exercised its right of share warrants and made investment in 2,60,560 equity shares of Barbeque-Nations Hospitality Ltd. of Rs. 10/- each.

Malwa Hositality Pvt Ltd Investment Company has made investment in 14,00,000 equity shares of Malwa Hospitality Pvt. Ltd. of Rs. 10/- each.

1. Company has provided guarantee before the commencement of Companies Act, 2013

2. Company has provided guarantee before the commencement of Companies Act, 2013

In addition to the above, the Company has given advance against salary or otherwise to employees of the Company as per the terms of appointment and as per Company's policy on which no interest were charged.

5.3 Amount proposed to transfer to the reserves

During the year under review your directors do not propose to transfer any amount to the general reserves.

6. REVIEW OF BUSINESS ACTIVITIES - EXPANSION / UPGRADATION PLANS SAYAJI HOTELS LTD.

- Indore

During the year under review Company has renewed various mini banquet halls of the hotel. Renovation plan of three floors and some large banquet halls are also in pipe line for the current financial year

- Bhopal

During the year Company has successfully launched its Bhopal Unit. Unit got tremendous response from the city and did business of Rs. 7.23 Crores in just 4.5 months' time. Company is expecting to achieve new milestones during current financial year.

- Amber Garden

Company is coming with grand convention/banquet hall in the city of Indore having capacity of approx 2000 people. The construction work of the hall is in full swing and is expected to be done by October, 2015.

BARBEQUE-NATION RESTAURANTS

Barbeque-Nation Hospitality Ltd. is operating 43 restaurants across the country and planning to start 10 more restaurants within the current financial year.

MALWA HOSPITALITY PVT. LTD.

During the previous financial year Company has successfully launched its 181 keys hotel project under the brand "Effotel" in the Indore city under its subsidiary Malwa Hospitality Pvt Ltd. Effotel received more than expected response from the City. Effotel started its business from the month of July, 2014 and achieved occupancy of 49%.

Looking to the above said warm response, Management of the Company is planning to open more "Effotel" in tier 2 and small cities.

7. HOTEL INDUSTRY OUTLOOK AND BUSINESS ENVIRONMENT

During 2015, the industry's contribution to global GDP is forecasted to grow by 3.7% and employment by 2.6%. This demonstrates the sector's enduring ability to generate economic growth and create jobs at a faster rate than the global economy, which is due to grow by 2.9% in 2015.

By the end of 2015, the Travel & Tourism sector will contribute US$7,860 billion, 10% of global GDP, once all direct, indirect and induced impacts are taken into account. The sector will account for 284 million jobs, 9.5% of total employment, or one in eleven of all jobs on the planet.

This is forecasted that the United States and China will retain their rankings as the two biggest Travel & Tourism economies in the world, but Germany has overtaken Japan to rank as the third largest Travel & Tourism economy. Russia is the only G20 country expected to register a decline in Travel & Tourism growth in 2015, due to the continuing sanctions being imposed and the devaluation of the rouble (Russian currency).. South Asia is expected to experience the highest growth in 2015 at 6.9%, whilst Europe and Latin America are the regions with the lowest forecast growth of 2.4%.

Long-term forecasts for Travel & Tourism shows continued annual growth at 3.8% over the next ten years to $11.4 trillion. By 2025, the global Travel & Tourism sector is expected to contribute 357 million jobs, some 73 million more jobs than this year.[Source: WTTC]

Looking to the above said forecast and outlook for travel and tourism industry, the expected future of hotel industry in India is also promising.

8. MANAGEMENT DISCUSSION AND ANALYSIS

GENERAL ECONOMIC CONDITIONS AND OPPORTUNITIES

Market Size

- The number of Foreign Tourist Arrivals (FTAs) in India has grown steadily in the last three years reaching around 7.46 million during January–December 2014. Foreign exchange earnings (FEEs) from tourism in terms of US dollar grew by 7.1 per cent during January-December 2014 as compared to 5.9 per cent over the corresponding period of 2013. FTAs during the Month of December 2014 were Rs 120,083 Crore (US$ 19.02 billion) as compared to FTAs of Rs 107,671 Crore (US$ 17.05 million) during January-December 2013 over the corresponding period of 2012. There has been a growth of 6.8 per cent in December 2014 over December 2013.

- Foreign Exchange Earnings (FEEs) during the month of December 2014 were Rs 12,875 Crore (US$ 2.03 billion) as compared to Rs 11,994 Crore (US$1.9 billion) in December 2013 and Rs 10,549 Crore (US$1.67 billion) in December 2012.The growth rate in FEEs in rupee terms in December 2014 over December 2013 was 7.3 per cent. FEEs from tourism in rupee terms during January-December 2014 were Rs 120,083 (US$ 1,902.53) with a growth of 11.5 per cent over the corresponding period of 2013.

- The Tourist Visa on Arrival (TVoA) scheme enabled by Electronic Travel Authorization (ETA), launched by the Government of India on November 27, 2014 for 43 countries has led to a growth of 1,214.9 percent recently. For example, during the month of January 2015, a total of 25,023 tourist arrived by availing TVoA as compared to 1,903 TVoA during the month of January 2014.

- Hospitality, a major segment of tourism, has grown by 10-15 per cent on the back of better consumer sentiment with the change of Government. As demand is going up occupancies are improving.

Investments

The tourism and hospitality sector is among the top 15 sectors in India to attract the highest foreign direct investment (FDI). During the period April 2000-February 2015, this sector attracted around US$ 7,862.08 million of FDI, according to the data released by Department of Industrial Policy and Promotion (DIPP).

With the rise in the number of global tourists and realizing India's potential, many companies have invested in the tourism and hospitality sector. Some of the recent investments in this sector are as follows:

- US-based Vantage Hospitality Group has signed a franchise agreement with India-based Miraya Hotel Management to establish its mid-market brands in the country.

- Thai firm Onyx Hospitality and Kingsbridge India hotel asset management firm have set up a joint venture (JV) to open seven hotels in the country by 2018 for which the JV will raise US$ 100 million.

- ITC is planning to invest about Rs 9,000 Crore (US$ 1.42 billion) in the next three to four years to expand its hotel portfolio to 150 hotels. ITC will launch five other hotels - in Mahabalipuram, Kolkata, Ahmedabad, Hyderabad and Colombo - by 2018.

- Goldman Sachs, New-York based multinational investment banking fund, has invested Rs 255 Crore (US$ 40.37 million) in Vatika Hotels.

Government Initiatives

The Indian government has realized the country's potential in the tourism industry and has taken several steps to make India a global tourism hub. Some of the major initiatives taken by the Government of India to give a boost to the tourism and hospitality sector of India are as follows:

- The Government of India has set aside Rs 500 Crore (US$ 79.17 million) for the first phase of the National Heritage City Development and Augmentation Yojana (HRIDAY). The 12 cities in the first phase are Varanasi, Amritsar, Ajmer, Mathura, Gaya, Kanchipuram, Vellankani, Badami, Amaravati, Warangal, Puri and Dwarka.

- Under 'Project Mausam' the Government of India has proposed to establish cross cultural linkages and to revive historic maritime cultural and economic ties with 39 Indian Ocean countries.

- Prime Minister has approved to enter into a memorandum of understanding (MoU) between India and Oman for strengthening cooperation in the field of tourism.

- Announcement by Minister of Finance, to extend Visa on Arrival Facility (VOA) to 150 countries in stages from the current 43, is a big step to promote tourism. The revenue from tourism sector can be utilized for the development of the country and can boost the economy of country.

Road Ahead

India's travel and tourism industry has huge growth potential. The medical tourism market in India is projected to hit US$ 3.9 billion mark this year having grown at a compounded annual growth rate (CAGR) of 27 per cent over the last three years, according to a joint report by FICCI and KPMG. Also, inflow of medical tourists is expected to cross 320 million by 2015 compared with 85 million in 2012. The tourism industry is also looking forward to the E-visa scheme which is expected to double the tourist inflow to India. Enforcing the electronic travel authorization (ETA) before the next tourism season, which starts in November, will result in a clear jump of at least 15 per cent, and this is only the start.

ICRA Ltd rating agency expects the revenue growth of Indian hotel industry strengthening to 9-11% in 2015-16.

India is projected to be number one for growth globally in the wellness tourism sector in the next five years, clocking over 20% gains annually through 2017, according to a study conducted by SRI International.[Source: Indian Brand Equity Foundation]

9. RISK AND CONCERN

Hotels form one of the most important support services that affect the arrival of tourist to a country. The strengths of the industry includes that India is one big package of culture and legend that never fails to captivate the imagination of the visitor. It provides vast natural and cultural diversity, the manpower costs in the Indian hotel industry is reasonable in the world. The peak season in the country is from September to March. Over the long term, the hotel industry has growth potential. When it comes to diverse topography, India is one of the best destinations.

Tourists also have second thoughts about visiting India because of the political turbulence and negative publicity about the country. Growth in hotel supply in recent times has outstripped demand in a number of Indian cities. Escalating land prices, increasing energy costs, depleting water levels and a scarcity of trained manpower are challenges that are needed to be addressed and overcome. With increasing affluence in India, the composition of the market is undergoing a change. Domestic travel and tourism is experiencing rapid growth as is domestic corporate travel. These segments will require due attention whilst we continue to focus on traditional markets. Source markets are changing with demand from the SAARC nations, China, Japan and the Middle East growing steadily. The tourism Ministry will need to orient itself to this development.

Risk Management

There has been considerable progress in implementing a structured risk management framework in the Company. The framework is now well documented with laid down dissemination procedures and this is updated periodically.

Your Company formulated various Polices and measures to effectively counter the risks as enumerated below:-

- To control the cost of services provided by the Company.

- To ensure effective and optimum uses of the resources of the Company.

- To cater the business for medium income and lower income group.

- To attract the customers in lean period by providing attractive holiday packages.

- Aggressive marketing through various online mediums viz. Online Travels Agents, GDS, RFPs, optimization of search engines etc.

10. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As the average net profit of the Company for last 3 years is negative hence there is no liability on the Company to incur expenditure on CSR activities as prescribed u/s 135 and schedule VII of the Companies Act, 2013. The Company has constituted the CSR Committee of the Board and the CSR Policy has also been approved by the Board and placed on the Company's website at www.sayajihotels.com

Details about the CSR policy of the Company is attached herewith in "Annexure A"

11. HUMAN RESOURCES -

At Sayaji we believe that "company grows when its people grow". During the year, we continued our focus on building a performing and growing organization by introducing many new HR initiatives. We started a systematic performance appraisal system based on the use of KPI Score technique, initiated extensive training of manpower etc. All the perspectives like customer – centric approach, learning, trust, initiatives, communication etc. were evaluated and appraised during the quarterly appraisal cycle. HR personnel facilitated face to face discussion between the subordinate and the supervisors and various parameters were introduced to facilitate bias free appraisal system. For better talent acquisition we used employment portals and social media and even employee referral was given priority. We hired many interns from college campus. To provide a better learning environment to them, agenda was well prepared in advanced and most of the interns were even offered full- time employment at Sayaji. Competitive incentive plans were laid down for the operational teams.

On the employee engagement front, lot of motivational activities was planned for the employees throughout the year. Various outbound programs like trip to Goa and Bangkok, Sports week were also organized to motivate the employees and rejuvenate them. Camps on blood donation and regular health checkup were undertaken.

Lots of efforts were taken to train the employees on various behavioral and technical aspects. Various in- house training module were prepared and delivered by HR team to the employees to enhance their competencies and skills. Team building, communication skills, meditation session and training on goal setting and proper performance management were also imparted. For the senior management, leadership training was imparted to develop leadership facet. Sayaji has therefore worked on building an employer brand with strong employee value preposition and has developed a culture that promotes independent decision making. The number of persons employed by Sayaji group was 2075 which included 224 employees of Malwa Hospitality Pvt. Ltd., as on March 31, 2015.

12. SAFETY, HEALTH AND ENVIRONMENT

Health and Safety Management System in the Company aims to reduce, eliminate or control workplace hazards and associated risks of illness or injuries to the employees, customers and contractors who might be affected by the Company's work activities.

Your Company is committed to ensure healthy and safe working environment for all concerned and to make continual improvement in its Health and Safety performance. Through a systematic process, the Company aims to:

- Comply with the requirements of all relevant statutory, regulatory and other provisions.

- Provide and maintain safe & healthy work place through operational procedures, safe systems and methods of work.

- Provide sufficient information, instruction, training and supervision to enable all employees to identify, minimize and manage hazards and to contribute positively to safety at work.

- Ensure that appropriate resources are available to fully implement Health and Safety policy and continuously review the policy's relevance with respect to legal and business development.

- Conduct audits and mock drills on site to ensure that operations are in compliance with Health and Safety management requirements and for emergency preparedness.

Your Company attaches utmost importance to safety standards at all units of the Company. At all the hotels and restaurants of the company, necessary steps are regularly undertaken to ensure the safety of employees, equipment and the customers. Internal safety checks are conducted regularly. Fire-fighting training is provided to staff and mock drills are conducted to gauge emergency and disaster management preparedness.

The Company believes in good health of its employees. To pursue this objective, efforts are being made on both treatment as well as maintaining good health. The Company has a club and gymnasium at its Indore & Pune hotel premises, where the employees are allowed and encouraged for participation. Yoga training course is also conducted in the club premises. Programmes have been conducted to advice employees on ill-effect on health due to excessive consumption of liquor and tobacco.

The Company's hotels maintain clean and hygienic environment and keep strict vigilance on their effluent generation and disposal adhering to standard norms in order to protect the environment and surroundings.

13. RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant aud it observations and corrective actions thereon are presented to the Audit Committee of the Board.

14. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower/Vigil Mechanism Policy to deal with instance of fraud and mismanagement, if any.

The details of the Whistle Blower/Vigil Mechanism Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

15. SUBSIDIARY COMPANIES - AUDITED FINANCIAL STATEMENTS OF THE COMPANY'S SUBSIDIARIES

As on 31st March, 2015, the Company had 2 subsidiaries and 2 Associate Companies. During the year number of the subsidiaries of the Companies has been reduced from 3 to 2. During the year under review there was no changes done in the nature of business of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies, which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary/ associate companies is also included in the Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.sayajihotels.com. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.sayajihotels.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company's registered office or e-mail to cs@sayajiindore.com

16. BOARD OF DIRECTORS

The Board of Directors had appointed Mr. Pradeep Goyal and Mr. Vinit Shah as Additional Directors of the Company in the category of Independent Directors with effect from 06th February, 2014 and 4th July, 2014 respectively to 31st March, 2019. Thereafter, at the Annual General Meeting (AGM) of the Company held on 23rd August, 2014, the Members of the Company appointed the said Directors as Independent Directors under the Companies Act, 2013 for a period of 5 years with effect from 06th February, 2014 and 4th July, 2014 respectively to 31st March, 2019.

At the said AGM held on 23rd August, 2014,the Members also appointed Mr. T. N. Unni as Independent Director under the Act for term of five years i.e. till 31st March, 2019.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Capt. Salim Sheikh has resigned from the post of Director w.e.f. 04th July, 2014. The Board has placed on record its appreciation for the outstanding contributions made by Capt. Salim Sheikh during his tenure of office.

Mr. T. N. Unni, Independent Director of the Company was appointed as Chairman of the Board of directors Company w.e.f. 30th May, 2015 for the tenure of one year.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Raoof Razak Dhanani is retiring by rotation and being eligible offers himself for re- appointment.

16.1 Number of meetings of the Board

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. The Board/Committee Meetings are pre- scheduled and a notice of the meetings is provided to directors well in time to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors. The Agenda of the Board/Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met 15 times in financial year 2014-15. The maximum interval between any two meetings did not exceed 120 days.

16.2 Board Independence

Our definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation/disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013:-

a) Mr. T. N. Unni

b) Mr. Vinit Shah

c) Mr. Pradeep Goyal

16.3 Company's policy on Directors' appointment and remuneration

The Nomination and Remuneration Committee framed "Nomination and Remuneration Policy" and adopted the same vide its meeting held on 04.07.2014 and the said policy has been approved by the Board in its board meeting which was scheduled on the same date. The details of Nomination and Remuneration Committee and the said policy have been provided under Corporate Governance Report, which forms part of the Annual Report and also placed at the website of the Company at www.sayajihotels.com.

16.4 Annual evaluation by the Board

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board does not participate in the discussion of his/her evaluation.

17. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c)of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March, 31st 2015 and of the profit/loss of the Company for the year ended on that date;

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

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

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

18. COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees and also formed a Corporate Social Responsibility Committee. There are currently six Committees of the Board, as follows:

(a) Audit Committee

(b) Corporate Social Responsibility Committee

(c) Borrowing and Investment Committee

(d) Nomination and Remuneration Committee

(e) Stakeholders' Relationship Committee

(f) Share Transfer Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

19. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. A disclosure as required under section 134(3)(h) of the Companies Act, 2013 and the Rule 8(2) of the Companies (Accounts) Rules, 2014 being enclosed in the Form AOC-2 as "Annexure E" with the Board's Report.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

21. STATUTORY AUDITORS

The Company's Auditors, M/s K. L. Vyas & Co., Chartered Accountants, who were appointed for a term of 4 years at the Annual General Meeting of the Company held on 23rd August, 2014 are eligible for ratification of their appointment. They have confirmed their eligibility under Section 141(3)(g) of the Companies Act, 2013 and the Rules framed there under for ratification for appointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

22. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ritesh Gupta & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed here within the Form MR-3 as "Annexure B".

23. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are amongst its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

24. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

24.1. CEO & CFO certification

Certificate from Mrs. Suchitra Dhanani, Whole-Time Director and Mr. Sandesh Khandelwal, Chief Financial Officer, pursuant to provisions of Clause 49(IX) of the Listing Agreement, for the year under review was placed before the Board of Directors of the Company at its meeting held on 30th May, 2015.

A copy of the certificate on the financial statements for the financial year ended March, 31, 2015 is annexed along with this Report.

25. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

26. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts)Rules, 2014, is annexed herewith as "Annexure C".

27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

28. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return as on 31st March, 2015 in form MGT- 9 is annexed herewith as "Annexure D".

29. PARTICULARS OF REMUNERATION OF EMPLOYEES

The disclosure required to be made in terms of Section 197(12) of the Companies Act, 2013 and Rule 5(1) is annexed herewith as "Annexure F".

During the year there was no 'employee drawing remuneration' required to be disclosed as per the provision of section 197 (12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

30. ACKNOWLEDGEMENTS

Your Directors Thanks various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their since reappreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

31. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations.

Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting charges of rooms & selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations..

For and on behalf of the Board of Directors

T. N. Unni

Chairman

Place : Indore DIN 00079237

Date : 12.08.2015


Mar 31, 2014

The Members

The Board presents the Thirty First Annual Report together with the Audited Annual Accounts and the Auditor''s Report thereon of the Company for the year ended 31st March,2014.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars Financial Year 2013-14 Financial Year 2012-13

Income 12417.08 11826.44

Less: Operating Expenses 9839.36 9131.57

Operating Profit 2577.72 2694.87

Less: Financial Cost 1303.45 1757.04

Profit/(Loss) before Depreciation, Tax & Exceptional Item 1274.27 937.83

Less: Depreciation 1507.43 1731.46

Add: Deprciation Written Back 0.52 1.98

Profit/(Loss) before Tax & Exceptional Item (232.64) (791.65)

Exceptional Items (Expenses/(Income) (1056.14) 2393.99

Profit/(Loss) before Tax 823.50 (3185.64)

CurrentTax 375.66 129.99

Deferred Tax (106.64) (1232.24)

Profit (loss) for the year 554.48 (2082.69)

BASIC EPS 3.17 (11.89)

DILUTED EPS 3.17 (11.89)

REVIEW OF OPERATIONS:

During the year under review, on a standalone basis, there is an increase of 5% in the topline and revenue of the company has increased from Rs.11826.44 Lacs to Rs. 12417.08 Lacs. The Profit before Depreciation, Tax & Exceptional Items has shown improvement as compared to previous year and has increased from Rs. 937.83 Lacs to Rs. 1274.27 Lacs and consequently Loss before Tax & Exceptional Items has decreased from Rs. 791.65 Lacs to Rs. 232.64 Lacs. However, during the year under review the profit after tax was at Rs. 554.48 Lacs, which was on account of sale of 415000 Equity Shares Rs. 10/- each of Barbeque-Nation Hospitality Ltd.,a subsidiary of the Company on which your company earned profit of Rs. 1104.98 Lacs, which is shown under exceptional items.

Looking to the future expansion plans in short term, your Directors have not recommended any dividend for the financial year 2013-2014 in order to conserve the resources.

CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated turnover of the Company for the year ended March 31, 2014 aggregated to Rs. 39045.24 Lacs as against Rs. 30167.11 Lacs for the previous year. Profit after Tax aggregated to Rs. 1376.85 Lacs for the year as against the Loss after Tax of Rs. 3873.25 Lacs for the previous year. The increase in consolidated turnover and resultant increase in Profit after Tax is mainly on account of increase in Turnover from Sale of Food & Beverages in Barbeque-Nation Hospitality Ltd., a subsidiary of the Company.

The company during the year has increased its stake in Aries Hotels Pvt. Ltd., an associate, resultantly it has become a subsidiary with effect from 31.03.2014.

SUBSIDIARY COMPANIES:

Pursuant to of General Circular No. 2/2011 dated 8th February, 2011, issued by the Ministry of Corporate Affairs, Government of India, your Board of directors have opted to avail the general exemption granted under Section 212(8) of the Companies Act, 1956 from attaching individual balance sheet, statement of profit & loss and reports of the Board of Directors and Auditors of the subsidiaries along with the holding company''s balance sheet. However, the Consolidated Financial Statements of the Subsidiaries and auditors report in accordance with relevant Accounting Standard of the Institute of Chartered Accountants of India, duly audited by the Statutory Auditors, form part of the Annual Report and are reflected in the Consolidated Accounts.

During the year under review, your company has subscribed to 4968000 Equity Shares of Rs. 10/- each at the premium of Rs. 5/- per share in Aries Hotels Pvt. Ltd. an associate company, by virtue of this investment, Aries Hotels Pvt. Ltd. became the subsidiary of the Company.

The Financial Statements of the Subsidairy Companies and other detailed information will be made available to the investors seeking such information at any point of time. The Annual Accounts of the subsidiary companies will also be available for inspection at the Registered Office of the Company as well as the respective registered officesand its subsidiaries'' respectively.

EXPANSION / UP-GRADATION PLANS:

SAYAJI HOTELS LTD.

- Indore

During the year under review, your company has upgraded 2 Floors of its Hotel at Indore, incurring Rs. 5.30 Cr. This upgradation will result in an increase in Turnover of the Company in coming years.

- Bhopal

Your Company is planning to start its F&B and Banquet business at Bhopal i.e. Capital of Mahdya Pradesh by the month of September, 2014. The venue will have two restaurants and few banquet options. It will also have 25 rooms.

- Amber Garden, Indore

Company has 200000 Sq. Ft. open garden space near Dewas bypass in the city of Indore (M.P) and this is being used mainly for marriage functions and other events. Company is planning to construct a large banquet hall having capacity of more than 1000 persons and expect to capture good amount of conference, convention and other business through this expansion.

- Vadodara

Company is also planning to start new F&B and Banquet options over there.

BARBEQUE-NATION RESTAURANTS

Barbeque-Nation Hospitality Ltd. i.e. subsidiary of the Company is operating 38 restaurants across the country and its planning to open 10 more restaurants within this financial year.

MALWA HOSPITALITY PVT LTD.

Malwa Hospitality Pvt. Ltd. i.e. subsidiary of the company will be opening its first business category hotel in Indore by June 2014. This will be opened under a separate brand name viz. EFFOTEL. It has 182 rooms, two restaurants and fewsmall banquet options.

ARIES HOTELS PVT LTD.

Aries Hotels Pvt. Ltd. has a land in the city of Ankleshwar (Gujarat) whereupon building structure of 72 rooms is ready. Company is planning to open an hotel over there in near future and also planning to open some F&B venues in the next financial year.

DIRECTORS

Mr. Abdul Razak Dhanani and Mr. Kayum Razak Dhanani, retires by rotation in accordance with the provisions of the Articles of Association of the Company & being eligible offer themselves for re-appointment.

The Board appointed Mr. Raoof Razak Dhanani as an Additional Director of the Company w.e.f. 14th Nov., 2013 and he shall hold office upto the date of ensuing annual general meeting. The Company has received requisite notice in writing from a member proposing Shri Raoof Razak Dhanani for appointment as a director. Your Board proposes to pass suitable resolutions as set out in the notice of the Annual General Meeting.

Mrs. Suchitra Dhanani was appointed as an Additional Director and further as the Whole - Time Director of the Company w.e.f. 6th Day of February, 2014, and she is categorized as Key Managerial Personnel. Being an additional director she shall hold office upto the date of ensuing annual general meeting. The Company has received requisite notice in writing from a member proposing Mrs. Suchitra Dhanani for appointment as a Director.

Your Board further recommends her appointment as a Whole-time Director w.e.f. 6th Feb., 2014 and proposes to pass suitable resolution as set out in the notice of the Annual General Meeting as a Whole Time Director.

Mr. Vineet Shah was appointed as additional director of the Company w.e.f. 04th Day of July, 2014 and he shall hold office upto the date of ensuing annual general meeting. The Company has received requisite notice in writing from a member proposing Mr. Vineet Shah for appointment as a Director. Your Board recommends his appointment and proposes to pass suitable resolution as set out in the notice of the Annual General Meeting as a director.

The Board has also appointed Mr. Pradeep Goyal as additional director of the Company w.e.f. 06th Day of February, 2014 and he shall hold office upto the date of ensuing annual general meeting. The Company has received requisite notice in writing from a member proposing Mr. Pradeep Goyal for appointment as a Director. Your Board recommends his appointment and proposes to pass suitable resolution as set out in the notice of the Annual General Meeting as a director.

Mr. T. S. Bhattacharya has resigned from the Board of directors w.e.f. 11th September, 2013 and Capt. Salim Sheikh has also resigned w.e.f. 4th July, 2014.

Your Board places on record their sincere appreciation of the valuable services rendered by Mr. T. S. Bhattacharya and Capt. Salim Sheikh.

The Company has received declaration from Mr. Pradeep Goyal, Mr. Vineet Shah and Mr. T.N.Unni the independent directors of the Company confirming that they meet with the criteria of independence as prescribed both under section 149(6) of the Companies Act, 2013 and Clause 49 of the listing agreement.

AUDITORS & AUDITORS REPORT

M/s. Shah Gandhi & Shah, Chartered Accountants and M/s K. L. Vyas & Company, Chartered Accountants are the joint statutory auditors of the Company, and were appointed to hold office, in accordance with the provisions of the Companies Act, 1956 to hold office up to the conclusion of the forthcoming AGM.

M/s. Shah Gandhi & Shah, Chartered Accountants, existing joint auditors of the Company, have now expressed their unwillingness to be reappointed as auditors of the company for the current year.

Your directors sincerely thank and appreciate the valuable services rendered by them.

M/s K.L. Vyas & Company, Chartered Accountants is being eligible have furnished their letter to the effect that their re-appointment, if made, would be within the prescribed limit as per section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re- appointment as thestatutoryauditors ofthe Company.

The Notes on Financial Statements referred to in the Auditors Report are self explanatory and do not call for any further comments.

FIXED DEPOSITS

The Company has renewed/accepted deposits by private placement and confidential offers from friends, relatives and associates under Section 58A of the Companies Act, 1956 in terms of Rule 4A of the Companies (Acceptance of Deposit) Rules, 1975. However, the Company will repay all the deposit within the year or maturity date whichever is earlier as per the requirement of section 74 of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement undersection 217 (2AA) ofthe Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is herebyconfirmed that:

1. In the preparation of the accounts for the financial year ended March 31,2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31,2014 and of the results of operations of the Company for the year underreview;

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

4. The Directors have prepared the annual accounts of the Company on going concern basis..

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVE TAKEN

The Company has formed the CSR Committee with its members as Mr. T.N. Unni, Mrs. Suchitra Dhanani and Mr. Pradeep Goyal and the committee will perform its activities according to CSR policy finalized by the Board during the year.

CORPORATE GOVERNANCE

As per the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance together with an Auditor''s Certificate on Corporate Governance is appended to the Annual Report as Annexure ''C'' and ''D'' respectively.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION ETC. Pursuant to Section 217(1)(e) of the Companies Act 1956, read with

rules made there under, the Company is not required to give the particulars ofthe conservation of energy, since the Hotel industry is not covered under the list of Industries required to provide such information.

The Company has not absorbed any new technology during the year under review. The inflow and Outflow of Foreign Exchange during the year under review are as under:

Foreign Exchange Inflow : Rs. 697.51 Lacs

Foreign Exchange Outgo : Rs. 8.78 Lacs

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 none of the employees of the Company was drawing remuneration requiring to be disclosed as per provision of section 219 (1)(b)(iv) ofthe Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation and support received from shareholders, bankers, financial institutions, regulatory bodies, customers, suppliers, employees at all levels and other business constituents during the year under review.

For and on behalf of the Board of Directors

Place: Indore Abdul Razak Dhanani

Date : 04.07.2014 Chairman


Mar 31, 2012

The Board presents the Twenty Ninth Annual Report together with the Audited Statement of Accounts and the Auditor's Report of the Company for the year ended 31 st March, 2012.

FINANCIAL RESULTS (Figures in Rs. Lacs)

Particulars Financial Year 2011-12 Financial Year 2010-11

Income 12350.53 11258.55

Less: Operating Expenses 8620.98 7942.00

Operating Profit 3729.55 3316.55

Less: Financial Cost 2206.33 1620.22

Profit/(Loss) before Depreciation, Tax & Exceptional Item 1523.22 1696.34

Less: Depreciation 1296.33 1225.30

Profit/(Loss) before Tax & Exceptional Item 226.89 471.04

Exceptional Item 26.04 0.00

Profit/(Loss) before Tax 200.85 471.04

Less: Provision for taxation 86.92 139.95

Profit (loss) for the period 113.94 331.09

BASIC EPS 0.65 1.89

DILUTED EPS 0.65 1.89

CASH EPS 8.55 9.68

REVIEW OF OPERATIONS

Total Revenue during the financial year 2011-12 increased to Rs. 12350.53 lacs as against Rs. 11258.55 lacs during the preceding financial year showing an increase of 9.69 %. Operating profit during the year is Rs. 3729.55 as compared to Rs. 3316.55 lacs during the preceding financial year showing an increase of 12%. Profit Before Tax during the financial year 2011-12 is Rs. 200.85 lacs as against Rs. 471.04 lacs during the financial year 2010-11. Profit after tax for the year is Rs. 113.94 lacs during the financial year 2011 -12 as compared to Rs. 331.09 lacs during the preceding financial year. PAT is lower on account of the sharp increase in Interest cost by 36% due to the overall increase in borrowing costs.

In order to conserve the resources and to be able to plug them back for future growth, your Directors have not recommended any dividend for the financial year 2011 -2012.

SUBSIDIARY COMPANIES

The Financial Statements for the year ended March 31, 2012 of Barbeque-Nation Hospitality Ltd. and Malwa Hospitality Pvt. Ltd., both subsidiaries of your company, are consolidated in the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Ministry of Corporate Affairs vide their Letter no. 5/12/2007-CL-lll dated February 8,2011 has granted a general exemption under Section 212 (8) of the Companies Act, 1956 for publication of the Accounts of subsidiary companies, subject to fulfillment of certain conditions. In view of the same, your Company is also exempted from publication of the Accounts of its subsidiaries under the provision of Section 212 of the Companies Act, 1956. The accounts of the subsidiary companies are not separately included in the Annual Report. However, the Consolidated Financial Statements of the Subsidiaries prepared in accordance with relevant Accounting Standards of the Institute of Chartered Accountants of India, duly audited by the Statutory Auditors, form part of the Annual Report and are reflected in the consolidated accounts.

The Financial Statements of the subsidiary companies and other detailed information will be made available to the investors seeking such information at any point of time. The annual accounts of the subsidiary companies will also be available for inspection at the Registered Office of the Company as well as the respective Registered Offices of the subsidiary companies.

COURSE OF BUSINESS AND OUTLOOK

The annexed Management Discussion and Analysis forms part of this Report and covers, amongst other matters, the performance of the Company during the Financial Year 2011-12 as well as the future outlook.

Your Company owns and operates successfully three hotels at the locations viz. Baroda, Indore and Pune. The company is also operating 20 restaurants in different parts of India under the banner of its subsidiary Company i.e. Barbeque-Nation Hospitality Ltd. (BNHL) and looking to the tremendous response received by the Company in the restaurant segment, your Company expects to start 15 more restaurants during the current financial year. The Indian F&B services (dining out) market is expected to touch USD 16 billion by 2016 out of which the organized market would command USD 6 billion. The CAGR for the organized market is projected at 30% for the period 2011 -2016. (Source: Technopak Emerging Trends in India Retail & Consumer 2011)

Your company has decided to consolidate similar nature business of the Barbeque - Nation in the subsidiary for the purpose of reaping benefits of better valuation due to consolidated turnover & profits and for administrative convenience and better statutory compliances. Accordingly, your Company has sold five barbeque-nation restaurants and ceded its rights in favour of its subsidiary Barbeque-Nation Hospitality Limited at a total consideration of Rs. 28.10 crores. These restaurants where initially opened in the company and operating rights of the same were transferred to subsidiary w.e.f. 01 st April 2009.

In the hotel segment, the company has undertaken various expansion projects which inter alia include setting up a business Hotel in Indore comprising of 160 rooms under its subsidiary Company Malwa Hospitality Pvt. Ltd., It will start operations tentatively during FY13.

PUNE HOTEL

The Pune Hotel of the Company is successful in sustaining & constantly improving the food and beverage business over the last 3 years. During the year no. of rooms available for supply in PCMC area has been increased upto 200 rooms. It has also revised the rates in April 2011. Besides all the above facts the occupancy rate was 68.32% compared to the 80% in the year 2010-11. The overall increase in revenue is Rs.1.14 Cr as compared to previous years. During the year it has started a new Gym in the basement of the Hotel covering the area of 1500 square feet. In the year 2011-12 Pune has been awarded by Trip advisor "Travelers Choice" award 2012.

DIRECTORS

CA T. N. Unni and Capt. Salim Sheikh retires by rotation in accordance with the provisions of the Articles of Association of the Company and being eligible offerthemselves for re-appointment.

The Board appointed Shri Jayakannan Perumal Swamy as a Whole- time Director of the Company w.e.f. 14th Feb., 2012 for a period of 3 years and proposes to pass suitable resolutions as set out in the notice of the Annual General Meeting.

During the year Mr. Aswini Sahoo has been appointed as a Additional Director of the Company w.e.f. 14th November, 2011. With effect from 08.05.2012 Mr. Karthik B. Athreya has been appointed as a additional director in place of Mr. Aswini Sahoo. Mr. Sanjay Ahuja (TFCI) has been nominated by TFCI in place of Mr. B. M. Gupta w.e.f. 14th February, 2012.

Mr. Munawar Garbadawala, Whole-time Director of the Company has also resigned w.e.f. 14th August, 2012.

Your Board placed on record their sincere appreciation of the valuable services rendered by Mr. B. M. Gupta, Mr. Munawar Garbadawala & Mr. Aswini Sahoo.

AUDITORS

M/s Shah Gandhi & Shah, Chartered Accountants, (Firm Registration No 126862W) Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1 B) of the Companies Act 1956.

SECRETARY

During the period under review and pursuant to Section 383A of the Companies Act, 1956 Mr. Awadhesh Gupta has resigned from the post of Company Secretary of the Company w.e.f. 31 st July, 2011 and Mr. Amit Sarraf has been appointed as the Company Secretary cum Compliance Officer of the Company w.e.f. 26th September, 2011.

CORPORATE SOCIAL RESPONSIBILITY

The Company, has undertaken several Eco friendly initiatives during the year like plantation of trees, developing & maintaining the green belt of the road covering 2 kilometer area near the Indore hotel etc. The Children's day was celebrated with Orphans and poor children. Your Company also sponsors various sports tournament & coaching camps for encouraging talent amongst children & providing opportunities to the underprivileged segment of the society. Your Company also organizes various shows & exhibition in order to promote art & culture in the society. Pune hotel of the Company also supported a NGO called "Nirmala Trust" by distributing Hand Painted diyas made by disabled people during Diwali.The Company has also donated funds, clothes & otherthings to poor people through various NGOs

FIXED DEPOSITS

The Company has renewed/accepted deposits by private placement and confidential offers from friends, relatives and associates under Section 58A of the Companies Act, 1956 in terms of Rule 4A of the Companies (Acceptance of Deposit) Rules, 1975. The Company has matured unclaimed Deposits amounting to Rs. 2,34,322/- (Two lacs thirty fourthousand three hundred twenty two only only).

POSTAL BALLOT

Your Company has successfully sought the approval of members by way of postal ballot under section 192A of the Companies Act, 1956 for passing of the Special Resolution pertaining to the following matter:-

(a) To provide Corporate Guarantee for a Sum of Rs. 20 Crores to State Bank of India for and on behalf of Barbeque-Nation Hospitality Ltd.; and

(b) Authorization to Board of Directors to make loans and investments in the securities of Other Body Corporate and to provide and extend the guarantee for and on behalf of other body corporate subject to a maximum amount upto 150 Crores.

Result of postal ballot has been announced on July 14th, 2012.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31,2012 and of the results of operations of the Company for the year under review;

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

4. The Directors have prepared the annual accounts of the Company on going concern basis.

CORPORATEGOVERNANCE

As per the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance together with an Auditor's Certificate on Corporate Governance is appended to the Annual Report as Annexure 'C' and 'D' respectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC.

Pursuant to Section 217(1)(e) of the Companies Act 1956, read with rules made there under, the Company is not required to give the particulars of the conservation of energy, since the Hotel industry is not covered under the list of Industries required to provide such information.

The Company has not absorbed any new technology during the year under review. The inflow and Outflow of Foreign Exchange during the year under review are as under:

Foreign Exchange Earnings : Rs. 930.20 Lacs

Foreign Exchange Outgo : Rs. 49.88 Lacs

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, none of the employees of the Company are drawing such remuneration required to be disclosed as per provision of section 219(1 )(b)(iv) of the Companies Act, 1956.

Note: The Managing Director is under the contractual employment for a period upto 31st January, 2016 and his remuneration were approved by the Ministry of Corporate Affairs by Letter No B18238105/1 /2011 - CL.VII Dated 19th March, 2012.

For and on behalf of the Board of Directors

Place : Indore Abdul R. Dhanani

Date: August 14th 2012 Chairman


Mar 31, 2011

Dear Members,

The Board presents the Twenty Eighth Annual Report together with the Audited Statement of Accounts and the Auditor's Report of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS (Figures in Rs. million)

Particulars Financial Year 2010-11 Financial Year 2009-10

Income 1125.84 819.75

Less: Operating Expenses 788.96 588.91

Profit/(Loss) before Financial Charges and Depreciation. 336.88 230.84

Less: Financial Charges 167.23 129.39

Profit/(Loss) before Depreciation 169.65 101.45

Less: Depreciation 122.53 94.37

Profit/(Loss) before Tax 47.12 7.08

Less: Provision for taxation 23.39 11.74

Add: Mat Credit Entitlement 9.39 1.09

Profit after tax 33.12 (3.57)

Balance brought forward from previous year 95.32 98.89

Balance carried to Balance Sheet 128.44 95.32

EPS (in Rs.) 1.89 Nil

Cash EPS (in Rs.) 9.68 7.41

REVIEW OF OPERATIONS

The overall performance of the Company has improved during the year under review, in line with the overall global economic recovery. The total income stood at Rs. 1125.8 million, compared to Rs. 819.75 million in the previous year.

Operating Profit (EBIDTA) for the year stood at Rs. 336.88 million, an increase of 45.94% from Rs. 230.84 million in 2009-2010.

In order to conserve the resources and to be able to plough them back for future growth, your Directors have not recommended any dividend for the financial year 2010-2011.

SUBSIDIARY COMPANIES

The Financial Statements for the year ended March 31, 2011 of Barbeque-Nation Hospitality Ltd. and Malwa Hospitality Pvt. Ltd., both subsidiaries of your company, are consolidated in the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to general exemption granted in terms of General Circular No.2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, regarding compliance with Section 212(8) of the Companies Act, 1956, the Board of directors of the Company has resolved for taking advantage for the general exemptions provided by the Central Government from requirement for attachment of the financial statement of the subsidiary companies and has resolved to that effect at the Board meeting held on 3rd Sept., 2011. Therefore the Company has not attached Balance Sheet, Profit and Loss Account and other documents of its subsidiary companies with the Annual Report of the Company.

However, the Company will make available these documents upon request by any member of the Company interested in obtaining the same. Further, these documents will also be available at the Registered Office of the Company for inspection by any member of the Company. As required under the aforesaid circular, a summarized statement of financial position of the subsidiaries has been appended to this Annual Report.

The Consolidated Accounts, prepared in accordance with the Accounting Standard 21 and Clause 32 of the Listing Agreement form part of this Annual Report. The relevant statement as required under Section 212 of the Companies Act, 1956 about the subsidiary companies is also given elsewhere in this Annual Report.

COURSE OF BUSINESS AND OUTLOOK

The annexed Management Discussion and Analysis forms a part of this Report and covers, amongst other matters, the performance of the Company during the Financial Year 2010-11 as well as the future outlook.

Tourism and Hospitality industry is growing and bound to grow stronger in India owing mainly to its strong economic conditions and further due to the splendid historical architecture, rich heritage and ancient culture along with beautiful beaches and rural tourism, and the inherently rooted concept of hospitality in form of "Ätithi Devo Bhava". Your Company owns and operates three hotels at the locations viz. Baroda, Indore and Pune besides operating 18 restaurants in different parts of India under same Management with its own and subsidiary company. The Company expects to start 15 more restaurants during the current financial year. Now, with the economy showing signs of strengthening, business and leisure travel is picking up and your Company is poised to benefit from this trend.

In the hotel segment, the company has undertake various expansion projects which inter alia includes tie-up for operating a 4-5 star hotel to be constructed by a jointly promoted company Winner Hotels Pvt. Ltd., at Bhopal capital of Madhya Pradesh and setting up a 2-3 star budget Hotel at Indore under the subsidiary company Malwa Hospitality Pvt. Ltd. Both of these hotels will start operations sometime at the end of financial year 2011-2012.

PUNE HOTEL

Your Company launched the Final phase of its Pune hotel during the FY11. The project comprising of 243 rooms has many unique features. Your Company has endeavored to offer a number of new features to discerning customers – a luxurious Audi Q7 to receive the guests from Airport to the hotel and to drop them back at Airport; all 243 rooms equipped with an Apple iTouch device, which becomes the single centralized control for all gadgets within the room. Further, each of the floors is intended to be a hotel in itself – one floor is designed for single female traveler; one floor is dedicated to European guests and one for Oriental visitors and so on. The hotel has received a good response and is expected to meet the growing requirement of quality accommodations at reasonable price in this fast growing city.

FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)

As the members are aware that the Company has converted 75 FCCBs@100000 US$ into 46,68,000 Equity Shares at a price of Rs. 75.00/- per equity shares on dated 10th May 2010 as per the FCCBs Offer Circular.

M/s Clearwater Capital Partners (Cyprus) Limited (CCPCL) were the holder of the said FCCBs and they had exercised their right to convert those FCCBs into Equity Shares of the company at a Conversion Price of Rs.75/-(Rupees Seventy Five Only) per Equity Share. The exchange rate of US$ to rupee was Rs. 46.68 to one US$, being the Federal Reserve Bank of New York's US$ to Rupee Exchange Rate on July 26, 2006 i.e. the date mentioned in the FCCBs Offer Circular as the applicable date.

The above equity shares are ranking pari-passu with the existing equity shares of the company in all respect and entitled to receive the dividend same as of the old equity shares of the company."

DIRECTORS

Shri T. S. Bhattacharya and Shri Razak D. Dhanani, Directors retire by rotation and being eligible, offer themselves for re-appointment. The Board of Directors recommends their re-appointment as Directors. The Board has re-appointed Shri Sajid R.Dhanani as the Managing Director of the Company w.e.f. 1st Feb., 2011 for a further period of 5 years and proposes to pass suitable resolutions as set out in the notice of the Annual General Meeting.

AUDITORS

M/s Shah Gandhi & Shah, Chartered Accountants, (Firm Registration No 126862W) Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act 1956.

FIXED DEPOSITS

The Company has renewed/accepted deposits by private placement and offers from friends, relatives and associates under Section 58A of the Companies Act, 1956 in terms of Rule 4A of Companies (Acceptance of Deposit) Rules, 1975. The Company having unclaimed Deposits of Rs. 2,30,000/- (Two Lacs Thirty Thousand only).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the accounts for the financial year ended March 31, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as at March 31, 2011 and of the Profit of the Company for the year under review;

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

4. The Directors have prepared the annual accounts of the Company on going concern basis.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding Compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forming part of the Annual Report is annexed.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC.

Pursuant to Section 217(1)(e) of the Companies Act 1956, read with rules made there under, the Company is not required to give the particulars of the conservation of energy, since the Hotel industry is not covered under the list of Industries required to provide such information.

The Company has not absorbed any new technology during the year under review. The inflow and Outflow of Foreign Exchange during the year under review is as under:

Foreign Exchange Earnings : Rs. 115.24 million

Foreign Exchange Outgo : Rs. 15.94 million

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, none of the employee of the Company is drawing such remuneration required to be disclosed as per provision of section 219(1)(b)(iv) of the Companies Act, 1956.

For and on behalf of the Board of Directors

Place : Indore Abdul R. Dhanani

Date: September 3rd 2011 Chairman

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