Directors Report of Sunlake Resort and Hotels Ltd.

Mar 31, 2010

To The Members Royal Resorts and Hotels Ltd.

The Directors have pleasure in presenting the Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS:

The summarised financial results for the year ended 31st March 2010 are as under;

(Rs. In Lacs) Particulars 2009-2010 2008-2009

1. Profit before Interest, Depreciation and 1.14 -5.34 Tax

2. Interest ------ ------

3. Depreciation 0.25 ------

4. Profit (Loss) Before Tax 0.88 -5.34

5. Provision for taxation 0.40 ------

6. Profit (Loss) after Tax 0.48 -5.34

DIRECTORS:

Mr. Chandru D. Rohra, Director of the Company retires by rotation at this annual general meeting and being eligible, offers himself for reappointment. The board of directors recommend the reappointment of the director.

DIVIDEND:

Your director do not recommend dividend for the year.

FIXED DEPOSITS:

The company has not accepted the fixed deposits during the year under report.

AUDITORS:

Anand M. Gupta & Co. Auditors of the Company retires at the conclusion of this Annual General Meeting and other Auditor Mr. Soumitro Mukherjee recommended and appointed as a Auditor of the Company for the, Financial year 31st March 2010.

AUDITORS REPORT:

The Auditors report is self - explanatory and so far, there is no negative remark by the Auditors.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the directors had 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 affairs of the company at the end of the financial year and of the profit of loss of the company for the year under review.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the companies act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the directors had prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company's Auditors confirming compliance there to is set out in the Annexure forming part of this report.

LISTING:

The shares of the Company are listed on Bombay Stock Exchange Limited. However the trading of the shares of company was suspended.

PARTICULARS OF THE EMPLOYEES:

The Company has no employee to whom the provision of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 apply and so it is not applicable to the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

The additional information required under Section 217(1)(e) of the Companies Act, 1956 relating to Conservation of energy, technology absorption and foreign exchange earnings or outgoes is annexed herewith and forming part of this report.

ACKNOWLEDGMENT:

The Directors wish to thank and deeply acknowledge the cooperation and assistance received from the Bankers, Suppliers and shareholders. The Director also wishes to place on record their appreciation of the devoted services of employees of the Company.

DATE : 10.09.2010. FOR AND ON BEHALF OF THE

PLACE : AHMEDABAD BOARD OF DIRECTORS,

Sd/-

CHAIRMAN