Directors Report of TGB Banquets and Hotels Ltd.

Mar 31, 2016

To,

The Members,

The directors have pleasure in presenting their 17th Annual Report with the Audited Financial Statements for the financial year ended March 31, 2016.

FINANCIAL RESULTS

The financial performance of the Company for the year ended on March 31, 2016 is summarized below:

(Rs,in Lacs)

Particulars	Year ended March 31, 2016	Year ended March 31, 2015
Revenue from Operation	13647.42	13969.49
Other Income	224.92	214.38
Total Revenue	13872.34	14184.37
Less : Operating Expenditure	11495.04	11135.48
Profit from Operations	2377.30	3048.89
Less : Financial Charges	1870.06	2131.01
Less: Depreciation and Amortization	2051.31	2111.21
Profit before tax	(1544.07)	(1193.33)
Less : Provision for taxation	50.00	50.00
Less : Deferred tax Liability	(70.04)	(122.61)
Profit after tax	(1524.03)	(1120.72)
Add : Profit brought forward from previous year	2641.45	3977.63
Less: Adjustment of Fixed Assets	-	(215.46)
Profit available for appropriation	1117.42	2641.45
Profit Carried forward to the Balance Sheet	1117.42	2641.45

* Previous year figures have been regrouped and rearranged wherever considered necessary.

REVIEW OF OPERATIONS

During the financial year 2015-16, your company booked total revenue of '' 13872.34 Lacs as compared to '' 14184.37 Lacs in financial year 2014-15. This year, your company booked operating profit of '' 2377.30 Lacs as compared to '' 3048.89 Lacs in the previous financial year.

DIVIDEND

Looking to the requirement of the funds for internal growth of the Company, the Board of Directors of the Company have decided not to recommend any dividend for the year ended on March 31, 2016.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis for the year under review as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in this report as Annexure-"A".

PERFORMANCE OF SUBSIDARY COMPANY

Lov Kush Properties Private Limited, Wholly Owned Subsidiary Company of the Company has not commenced any business operations during the financial year 2015-16. The performance and financial position of the subsidiary are given in Form AOC-1 attached to the Financial Statements for the year ended March 31, 2016.

CONSOLIDATED FINANCIAL STATEMENTS

The accounts of the Lov Kush Properties Private Limited are consolidated with the accounts of the Company in accordance with the provisions of Accounting Standards AS-21 on consolidated financial statement issued by the Institute of Chartered Accountants of India, Companies Act, 2013 read with Schedule III of the Companies Act, 2013 and rules made there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The audited consolidated financial statements are provided in this Annual Report.

RELATED PARTY TRANSACTIONS

All transactions entered by the Company during the financial year 2015-16 with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://www.tgbhotels.com/wp content/uploads/2015/02 /RPT_Po .pdf

Disclosures on related party transactions are set out in note no. 2.24(F) to the financial statements.

DEPOSIT

During the year under review, the Company have not accepted and renewed any deposit from Public within the meaning of Section 73 and 76 of the Companies Act, 2013. All the deposits matured during the year was repaid with '' 1.10 Lacs as principle and interest thereon from time to time. As on March 31, 2016, Deposits of worth '' 9.39 Lacs were yet not matured.

PARTICULARS OF LOAN, GUARANTEE OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans given, investments made, guarantees given and securities provided under Section 186 of the Companies Act, 2013 have been provided in the notes to the standalone financial statements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the company which have occurred between March 31, 2016 and the date of this Report.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL 1. CHANGES IN THE COMPOSITION OF BOARD OF DIRECTORS

Mr. Mahendra Kumar Bhandari (DIN: 03035629) was appointed as Independent Director of the Company at the last Annual General Meeting (AGM) held on September 23, 2015 for a term of five years from the date of the 16th Annual General Meeting.

2. INDEPENDENT DIRECTORS

The Independent Directors have submitted their declarations of independence as required pursuant to the Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

3. RETIREMENT BY ROTATION

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Ramesh K. Motiani (DIN: 00515913) will retire by rotation at the Annual General Meeting and being eligible, offer himself for re-appointment. The board recommends his appointment.

4. RE-APPOINTMENTS/APPROVALS FOR EXECUTIVE DIRECTORS

Mr. Devanand G. Somani (DIN: 00515959), Mr. Hemant G. Somani (DIN: 00515853) and Mr. Ramesh K. Motiani (DIN: 00515913) were re-appointed as a Whole-time Directors, designated as Executive Director of the Company in accordance for continuation of their employment at the last Annual General Meeting (AGM) held on September 23, 2015 for a period of 5(five) years commencing from October 1, 2015.

5. PROFILE OF THE DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT

As required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Particulars of the Director retiring by rotation and seeking appointment / re-appointment at the ensuing Annual General Meeting is annexed to the notice convening 17th Annual General Meeting.

6. CHANGES IN OTHER KEY MANAGERIAL PERSONNEL

Ms. Madhuri Gurwani was appointed as Company Secretary from December 18, 2015 in place of Mr. Kalpesh Mehta, who has resigned on July 22, 2015, and there was no other appointment or cessation of key managerial personnel during the financial year.

AUDITORS STATUTORY AUDITORS

At the Annual General Meeting held on September 23, 2015 the Members approved the appointment of M/s. O. P. Bhandari & Co., Chartered Accountants, (Firm Registration No. 112633W) as Statutory Auditors to hold office commencing from the Sixteenth Annual General Meeting till the conclusion of the Seventeenth Annual General Meeting of the Company. The Board has proposed the re-appointment of M/s O. P. Bhandari & Co., Chartered Accountants as Statutory Auditors of the Company to hold office commencing from this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company. The appointment is accordingly proposed in the Notice of the current Annual General Meeting vide item no. 3 for approval by Members.

Observations of the auditors in their report together with the notes on accounts are self explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

SECRETARIAL AUDITORS

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 with the approval of its Board, appointed M/s. R. S. Sharma & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2016. The Secretarial Audit Report is annexed herewith as Annexure- "B". The report of the Secretarial Auditor is self explanatory.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has carried out an annual performance evaluation of the Board as well as the working of its Committees. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of the Section 134 of the Companies Act, 2013, the directors confirm that:

a ) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

d) they have prepared the annual accounts on a going concern basis;

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

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

BOARD MEETINGS

During the year, Seven Board and four Audit Committee Meetings were convened and held. The details of which are provided in the Corporate Governance Report, forming part of the Directors'' Report. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in Section 173 of the Companies Act, 2013.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements under the Act and as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on detailed report on the Corporate Governance practices followed by the Company along with a certificate from M/s. O. P. Bhandari & Co., Chartered Accountants, confirming the compliance is part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY [CSR]

The Board of Directors of the Company has constituted a Corporate Social Responsibility [CSR] Committee under the Chairmanship of Mr. Narendra G. Somani. Other members of the Committee are Mr. Hemant G. Somani and Mr. Balveermal Singhvi. CSR Committee has recommended to the Board, a CSR Policy, indicating the activities to be undertaken by the Company, which is approved by the Board. The CSR Policy is posted on the website of the Company.

As part of its initiatives under Corporate Social Responsibility [CSR], the Company has contributed for education and eradicating poverty and malnutrition for the year under review. Other details of the CSR activities as required under Section 135 of the Act are given in the CSR Report at Annexure-"C".

INTERNAL CONTROL AND ITS ADEQUACY

The Company has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically. The company''s internal control system is commensurate with its size, scale and complexities of its operations.

MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES

I. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct or Ethics Policy. Whistle Blower Policy is disclosed on the website of the Company.

II. TGB BUSINESS CONDUCT POLICY

The Company has framed "TGB Business Conduct Policy". Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner.

BUSINESS RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has a policy against sexual harassment and a formal process for dealing with complaints of harassment or discrimination. The said policy is in line with relevant Act passed by the Parliament in 2013. The Company through the policy ensures that all such complaints are resolved within defined timelines. During the year, no cases were reported to the Company.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5[1] of The Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 are given in Annexure-"D".

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT-9 as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure-"E" and forms an integral part of this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134[3][m] of the Act read with the Companies [Accounts] Rules, 2014, are provided in the Annexure-"F" and forms part of this Report.

ACKNOWLEDGMENTS

TGB Banquets and Hotels Limited are grateful to the Financial Institutions, Banks and Government Authorities for their continued cooperation, support and guidance. The Company would like to take this opportunity to express sincere thanks to its valued customers for their continued patronage. The Directors express their deep sense of appreciation of all the employees, whose outstanding professionalism, commitment and initiative have made the organization’s growth and success possible and continue to drive its progress. Finally, the Directors wish to express their gratitude to the Members for their trust and support.

For and on behalf of the Board

Place : Ahmedabad Narendra G. Somani

Date : August 10, 2016 Chairman & Managing Director

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Mar 31, 2014

Dear Members,

The directors have pleasure in presenting the Fifteenth Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2014.

Financial Results:

The Company''s financial performance, for the year ended March 31, 2014 is summarized below:

(Rs. in Lacs)

Particulars FY 2013-14 FY 2012-13

Revenue from Operation 15639.43 16401.10

Other Income 195.37 275.10

Total Revenue 15834.80 16676.20

Less : Operating Expenditure 11883.63 12529.03

Profit from Operations 3951.17 4147.17

Less : Financial Charges 2118.10 2095.64

Less: Depreciation and Amortization 1283.73 1292.77

Profit before tax 549.34 758.76

Less : Provision for taxation 105.00 147.00

Less : Deferred tax Liability 259.35 315.55

Profit after tax 184.99 296.21

Add : Profit brought forward from previous year 3792.64 3496.43

Profit available for appropriation 3977.63 3792.64

Profit Carried forward to the Balance Sheet 3977.63 3792.64

* Previous year figures have been regrouped and rearranged wherever considered necessary.

Review of Operations:

This year your company booked total revenue of Rs. 15834.80 Lacs as compared to Rs. 16676.20 Lacs in the previous year, profit from operations stood at Rs. 3951.17 Lacs during the year as compared to previous year''s Rs. 4147.17 Lacs.

Name Change:

During the financial year under review, the name of your company has been changed from Bhagwati Banquets and Hotels Limited to TGB Banquets and Hotels Limited w.e.f. April 19, 2013.

Consequent upon the name change, the scrip id of the Company on trading platform of the National Stock Exchange Limited has been changed from BHAGWATIHO to TGBHOTELS, scrip id on Bombay Stock Exchange remains the same (532845).

Dividend:

Looking to the requirement of the funds for internal growth of the Company, the Board of Directors of the Company have decided not to recommend any dividend for the year ended on March 31, 2014.

Corporate Governance Report:

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, Corporate Governance Report, Management Discussion & Analysis and Auditors'' certificate regarding compliance of Corporate Governance are made part of the Annual Report.

Directors:

Mr. Mangharam Sumani has resigned as a Director of the Company w.e.f May 23, 2014. The Board places on record their appreciation for the valuable guidance and services rendered by him.

Mr. Hemant G. Somani retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re- appointment as a director of the Company. His re-appointment is placed before the shareholders of the Company at the ensuing Annual General Meeting.

Pursuant to Section 149 of the Companies Act, 2013, your directors are seeking appointments of Mr. Bakul R. Parikh & Mr. Balveermal Singhvi as Independent Directors of the Company for a term of 5 years from the date of the 15th Annual General Meeting.

Further, in terms of Sections 149 & 161 of the Companies Act, 2013, Ms. Anjali Tolani has been appointed as an additional director of the Company by the Board in its meeting held on August 09, 2014 and to hold office up to date of ensuing Annual General Meeting. A resolution is proposed for her appointment as Independent Director of the Company for a term of 5 years from the date of the 15th Annual General Meeting.

Profile of all these Directors has been given in the Report on the Corporate Governance as well as in the Explanatory Statement to the Notice of the ensuing Annual General Meeting of the Company.

Public Deposits:

During the year under review, the company has accepted Rs. 65.88 Lacs as public deposits within the meaning of Section 58A of the Companies Act, 1956. There were no over dues on account of principal or interest on public deposits. The Company proposes to invite and accept Fixed Deposits from the shareholders and the public in accordance with Sections 73 to 76 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules, 2014. Attention of the Members is invited to the relevant item in the Notice of the Annual General Meeting and the Explanatory Statement thereto.

Consolidated Financial Statements:

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standards issued by the Institute of Chartered Accountants of India and forms part of this Annual Report.

Conservation of Energy & Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars required to be disclosed under 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 energy, since the hotel industry is not covered under the list of industries required to provide such information. However the details regarding it are mentioned in "Annexure A" given at the end of the report.

Subsidiary :

Lov Kush Properties Private Limited is the only subsidiary of the Company, during the year under review the subsidiary Company has not commenced any business operations.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary company is disclosed in the Annual Report in compliance with the said circular. The Company will provide a copy of separate annual accounts in respect of its subsidiary to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company.

Particulars of Employees:

During the year, your Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Auditors:

The Auditors of the Company O. P. Bhandari & Co, Chartered Accountants, retire at the conclusion of the ensuing 15th Annual General Meeting and have confirmed their eligibility under the provisions of the Companies Act, 2013 & willingness to accept office, if re-appointed. Your Board recommends their re-appointment as Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.

The Auditors'' report for the year ended March 31, 2014 and the notes forming part of the accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comment.

Directors'' Responsibility Statement:

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm:

a) That in the preparation of Annual Accounts for the financial year ended March 31, 2014, the applicable Accounting Standards had been followed and there are no material departures;

b) That appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give true & fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for that period;

c) That the Directors had taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing & detecting frauds and other irregularities;

d) That the Annual Accounts have been prepared on a going concern basis.

Insurance:

All insuranrable assets of the Company, including buildings, furniture and fixtures and other insurable assets are adequately insured by the Company.

Acknowledgments:

Your directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Your directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

For and on behalf of the Board

Place : Ahmedabad Narendra G. Somani Date : August 09, 2014 Chairman & Managing Director

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Mar 31, 2013

To, The Members of TGB BANQUETS AND HOTELS LIMITED

(Formerly Known as Bhagwati Banquets And Hotels Limited)

The Directors have pleasure in presenting their Fourteenth Annual Report on the business and operations of the company together with the audited results for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs.in Lacs) Particulars FY 2012-13 FY 2011-12

Revenue From Operation 16401.10 15254.75

Other Income 275.10 154.48

Total Revenue 16676.20 15409.23

Less : Operating Expenditure 12529.03 12045.11

Profit from Operations 4147.17 3364.12

Less : Financial Charges 2095.64 1547.70

Less : Depreciation and Amortization 1292.77 1278.21

Profit before tax 758.76 538.21

Less : Provision for taxation 147.00 77.06

Less : Deferred tax Liabiliy 315.55 428.98

Profit after tax 296.21 32.17

Add : Profit brought forward from previous year 3496.43 3464.26

Profit Available for appropriation 3792.64 3496.43

Profit Carried forward to the Balance Sheet 3792.64 3496.43

* Previous year figures have been regrouped and re arranged wherever considered necessary.

Review of Operations

The year under review was a sluggish year in terms of the economic growth, largely because of lower GDP growth and higher interest rates & fluctuation in the currencies, inflation impacting sentiments and investor''s interest across businesses. This year your company booked total revenue of Rs. 16676.20 lacs in compared to Rs. 15409.23 Lacs in the previous year, registering a growth rate of 8.22%. Profit from operations stood at Rs. 4147.17 lacs during the year compare to previous financial year Rs. 3364.12 lacs.

Name Change

During the year under review, the name of your company has been changed from Bhagwati Banquets And Hotels Limited to TGB Banquets And Hotels Limited w.e.f. 19th April, 2013, pursuant to the resolution passed by the members at the Extra Ordinary General Meeting held on 9th March, 2013

Consequent upon the name change, the scrip id of the company on trading platform of the National Stock Exchange Limited has been changed from BHAGWATIHO to TGBHOTELS, scrip id on Bombay Stock Exchange remains the same.

Dividend

Looking to the requirement of the funds for the activities of the company, the Board of Directors of the company have decided not to recommend any dividend for the year ended on 31st March, 2013.

Management Discussion & Analysis Report

The Management Discussion and Analysis Report, as required under Clause 49 of the Listing Agreement with the stock exchanges, forms parts of this report.

Corporate Governance Report

The Corporate Governance Report, as stipulated under Clause 49 of the Listing Agreement, forms part of this Report. The requisite certificate from the Statutory Auditors of the company M/s. O.P. Bhandari & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to Corporate Governance Report. Directors

Pursuant to Section 255 & 256 of the Companies Act, 1956 and Articles of Association of the company, Mr. Devanand G. Somani and Mr. Ramesh K. Motiani, Directors, who retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. Brief profiles of the directors proposed to be re- appointed and other details as stipulated under Clause 49 of the Listing Agreement are provided in the Notice for convening the Annual General Meeting. All other directors continue to hold their office.

Public Deposits

During the year under review, the company has not accepted any deposits within the meaning of Section 58-A of the Companies Act, 1956

Consolidated Financial Statements

The Consolidated Financial Statements of the company and its subsidiaries, prepared in accordance with applicable accounting standards issued by the Institute of Chartered Accountants of India, forms part of the Annual Report. The Audited Consolidated Financial Statements along with the Auditors'' Report have been annexed to this Annual Report.

Conservation of Energy & Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars required to be disclosed under 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 energy, since the hotel industry is not covered under the list of industries required to provide such information. However the details regarding it are mentioned in "Annexure A" given at the end of the report. Auditors

The Auditors, M/s. O. P. Bhandari & Co, Chartered Accountants, hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Certificate from the Auditors has been received to the effect that their re- appointment, if approved, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956 and they are not disqualified for re- appointment within the meaning of Section 226 of the said Act.

The Auditors'' report for the year ended 31st March, 2013 and the notes forming part of the accounts referred to in the Auditors'' Report are self-explanatory and it does not contain any reservation, qualification or adverse remarks.

Particulars of Employees

In term of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are as under:

Directors'' Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirmed:

a) That in the preparation of Annual Accounts for the financial year ended 31st March, 2013, the applicable Accounting Standards had been followed and there are no material departures;

b) That appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give true & fair view of the state of affairs of the company as at 31st March, 2013 and of the profit of the company for that period

c) That the Directors had taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the company and for preventing & detecting frauds and other irregularities.

d) That the Annual Accounts have been prepared on a going concern basis.

Insurance

All insurable assets of the company, including buildings, furniture and fixtures and other insurable assets are adequately insured by the company.

Listing

The Equity Shares of the company are presently listed at the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The company has duly paid the annual listing fees as required by the Listing Agreement up to 31st March, 2014 to BSE and NSE. Adequate care is being taken to comply with all the norms and guidelines as per applicable provisions of the Listing Agreement with the company.

Acknowledgments

Your directors would like to express their sincere appreciation for assistance and co-operation received from the vendors and stakeholders including financial institutions, banks, Central and State Government authorities, customers and other business associates, who have extended their valuable and sustained support to encouragement during the year under review.

Your directors place on record their deep sense of appreciation to its valued clients and customers and to all the employees whose outstanding professionalism, commitment and initiative has made the organisation''s growth and success possible and continue to drive its progress. Finally, the directors wish to express their gratitude to the members for their trust and support.

For and on behalf of the Board of Directors

Place: Ahmedabad Narendra G. Somani

Date : 5th August, 2013 (Chairman & Managing Director)

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Mar 31, 2012

The Members,

BHAGWATI BANQUETS AND HOTELS LIMITED

The Directors have pleasure in presenting the Thirteenth Annual Report together with the Audited Accounts of the Company along with report of Auditors' thereon in respect of the year ended 31st March, 2012:

Financial Results ( Rs. in Lacs)

Particulars Year ended Year ended 31.03.2012 31.03.2011

Total Income 15409.23 12385.67

Profit from Operations 3364.12 2605.59

Less: Financial Charges 1547.70 667.77

Less: Depreciation and Amortization 1278.21 453.82

Profit before tax 538.21 1484.00

Less: Provision for taxation 60.00 280.00

Less: Deferred tax Liability 428.98 290.06

Less: Income Tax for earlier years 36.33 0.00

Add: Excess Provision written back 19.27 43.70

Profit after tax 32.17 957.64

Profit brought forward from previous year 3464.26 2847.00

Profit Available for appropriation 3496.43 3804.64

Less: Proposed Dividend on Equity Shares [Rs. 1 per share (10%)] - 292.86

Less : Dividend Distribution Tax - 47.52

Profit Carried forward to the Balance Sheet 3496.43 3464.26

* Previous year figures have been regrouped and re arranged wherever considered necessary.

PERFORMANCE AND REVIEW OF OPERATIONS

During the year under review, total income increased to Rs.15409.23 Lacs from Rs.12385.67 Lacs in the previous year, registering a growth rate of 24.41%. Profit from operations stood at Rs. 3364.12 lacs during the year compare to previous fiscal's Rs. 2605.59 lacs.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

Necessary measures have been taken to comply with the requirements of the Listing Agreements with the Stock Exchanges where the Company's Shares are listed. The report on Corporate Governance is included as a part of Directors' Report. A report on Corporate Governance as stated above, along with a certificate of compliance from the Auditors, forms part of this Annual Report. Management Discussion and Analysis Report has been enclosed herewith in Annexure "A" and forming part of the Directors' Report.

DIRECTORS

In terms of the provisions of Section 255 and 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Hemant G. Somani and Mr. Bakul Parikh, directors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

APPOINTMENT/ RESIGNATION OF DIRECTORS

Name of Director Appointment/Resignation Date

Mr. Ganesh K. Resigned 05/05/2012

Mr. Balveermal Singhvi Appointed 14/08/2012

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, Board of Directors of the company hereby state & confirm that:

a) in the preparation of Annual Accounts for the financial year 2011-12, the applicable Accounting Standards had been followed and there are no material departures;

b) that they have selected such Accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true & fair view of the state of affairs of the company at the end of the financial year (31st March, 2012) and of the profit/ loss of the Company for that period .

c) that they have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting frauds and irregularities.

d) that they have prepared the Annual Accounts for 2011-12 on a going concern basis.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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 energy, since the hotel industry is not covered under the list of industries required to provide such information. However the details regarding it are mentioned in "Annexure A" given at the end of the report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from Public and as such, no amount of principal or interest was outstanding as of the balance sheet date.

The Company do accept Fixed Deposit from directors, employees, members as well as public in the current financial year in accordance with the provisions of section 58A & other applicable sections & and rules relating thereto.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the applicable Clauses of the Listing Agreements with the Stock Exchanges, the Company has prepared Consolidated Financial Statements as per the Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements along with the Auditors' Report have been annexed to this Annual Report.

AUDITORS

M/s O. P. Bhandari & Co, Chartered Accountants, Ahmedabad, retires at the ensuing Annual General Meeting and is eligible for reappointment. The Company has received a certificate from them that their appointment if approved by the shareholders would be within the ceiling prescribed under section 224(1B) of the Companies Act, 1956. The members are requested to appoint auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

AUDITORS' REPORT

The Auditors' report for the year ended 31st March, 2012 and the notes forming part of the accounts referred to in the Auditors' Report are self-explanatory and it does not contain any reservation, qualification or adverse remark.

INSURANCE

All insurable interests of the Company, including buildings, furniture and fixtures and other assets are adequately insured by the Company.

LISTING

The Equity Shares of the Company are presently listed at the Bombay Stock Exchange (BSE) and National Stock Exchange of India Limited (NSE). The Company has duly paid the Annual listing fees as required by the Listing agreement up to 31st March, 2013 to BSE and NSE. Adequate care is being taken to comply with all the norms and guidelines as per applicable provisions of the Listing Agreement with the Company.

ACKNOWLEDGMENTS

Directors of your company are thankful to State Bank of India, ICICI Bank Ltd. as well as other Banks and Financial institutions for meeting long term and working capital requirements of the Company's extended operations.

The directors are also thankful to the Central and State Governments and other Government agencies & authorities for their continuous co-operation and assistance.

Directors would like to place on record their deep sense of appreciation and thanks to Shareholders for their valuable trust in the company's performance and for their support and encouragement, enabling the company to venture in to various upcoming projects and spread its wings globally, the customers for their confidence in the hospitality services of the company, the business associates and suppliers for their valuable assistance and support and complete co-operation, and the employees for their outstanding performance.

For and on behalf of the Board

Place : Ahmedabad Narendra Somani

Date : 14th August, 2012 Chairman & Managing Director

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Mar 31, 2011

The Members,

BHAGWATI BANQUETS AND HOTELS LIMITED

The Directors are pleased to present the Twelfth Annual Report together with the Audited Accounts of the Company along with report of Auditor's thereon in for the year ended 31st March, 2011:

Financial Results (Amount Rs. in Lacs)

Particulars Year ended Year ended

31.03.2011 31.03.2010

Total Income 12385.67 8862.94

Profit from Operations 2613.97 2032.77

Less: Financial Charges 676.14 231.26

Less: Depreciation and Amortization 453.82 200.01

Profit before tax 1484.00 1601.50

Less: Provision for taxation 280.00 566.00

Less: Deferred tax Liability 290.06 43.16

Less: Income Tax for earlier years 0.00 16.29

Add: Excess Provision written back 43.70 0.00

Profit after tax 957.64 976.04

Profit brought forward from previous year 2847.00 2212.46

Profit Available for appropriation 3804.64 3188.50

Less : Proposed Dividend on Equity Shares ( Rs. 1 per share ( 10%) 292.86 292.86

Less : Dividend Distribution Tax 47.52 48.64

Profit Carried forward to the Balance Sheet 3464.26 2847.00

*Previous year figures have been regrouped and re-arranged wherever considered necessary.

PERFORMANCE AND REVIEW OF OPERATIONS

During the year under review, total income increased to Rs. 12385.67 Lacs from Rs. 8862.94 Lacs in the previous year, registering a growth rate of 39.75 % the profit before taxes amounts to Rs. 1484.00 Lacs as against Rs. 1601.50 Lacs in the previous year.

Net Profit after tax stood at Rs. 957.64 Lacs during the year compared to previous fiscal's Rs. 976.04 Lacs.

DIVIDEND

The Board of Directors of your Company has recommended a dividend of Rs. 1 /- per share (10%) for the year ended on 31st March, 2011 which is subject to approval of the shareholders of the Company at ensuing Annual General Meeting. The dividend, if declared and paid, will absorb a sum of Rs. 3,40,38,118 /- including distribution tax thereon.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

Necessary measures have been taken to comply with the requirements of the Listing Agreements with the Stock Exchanges where the Company's Shares are listed. The report on Corporate Governance is included as a part of Directors Report. A report on Corporate Governance as stated above, along with a certificate of compliance from the Auditors, forms part of this Annual Report. Management Discussion and Analysis Report has been enclosed herewith as per Annexure "A" and forming part of the Directors' Report.

FUTURE OUTLOOK

The project, for which public issue was made, in spite of various external adverse situations, has commenced its operations in full swing. Various initiatives were taken by management to counter the adverse situations and ensure smooth commencement and functioning of this project.

This landmark project of your Company has fully commenced at Surat, being the first and only 5-star hotel in India to go completely vegetarian. The details of the said property mentioned as below:

It's the biggest 5- star hotel of Gujarat. The Surat project is a massive structure with 6,00,000 sq. ft. built up area with state-of-the-art Banquet Halls of various sizes for conventions and banquets with capacity of 200 to 5000 people and an ultra-modern club. The Surat property consists of two divisions, main Hotel building having 170 luxurious rooms and other division having a discotheque, an Elite class club, banquet hall & convention centre having space of 55,000 sq. ft. & lush green lawns of 51,100 sq ft.

DIRECTORS

In terms of the provisions of Section 255 and 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Mangharam Sumani and Mr. Rajratan Singhvi, directors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, Board of Directors of the company hereby state & confirm that:

a) in the preparation of Annual Accounts for the financial year 2010-11 the applicable Accounting Standards had been followed and there are no material departures;

b) that they have selected such Accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true & fair view of the state of affairs of the company at the end of the financial year (31st March, 2011) and of the profit/ loss of the Company for that period .

c) that they have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting frauds and irregularities.

d) that they have prepared the Annual Accounts for 2010-11 on a going concern basis.

PARTICULARS OF EMPLOYEES

The information pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 2011 along with Companies (Particulars of Employees) Amendment Rules, 2011 is as under:

Sr. Name, Qualification and Designation & Remuneration In Date of Experi -ence Particu lars of % of share No. Age (in years) Nature of Duty Rs. (P.A.) Commenc -ement (in Years) Last holdi -ng of employ -ment Employ -ment

1. Narendra Somani, Chairman & 60,00,000 1-10-2005 24 N.A. 26.38% F.Y. B.com (45) Managing Director

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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 energy, since the hotel industry is not covered under the list of industries required to provide such information. However the details regarding it are mentioned in "Annexure A" given at the end of the report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from Public and as such, no amount of principal or interest was outstanding as of the balance sheet date.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the applicable Clauses of the Listing Agreements with the Stock Exchanges, the Company has prepared Consolidated Financial Statements as per the Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements along with the Auditors' Report have been annexed to this Annual Report.

AUDITORS

M/s O. P. Bhandari & Co, Chartered Accountants, Ahmedabad, retire at the ensuing Annual General Meting and are eligible for reappointment. The Company has received a certificate from them that their appointment if approved by the shareholders would be within the ceiling prescribed under section 224(1B) of the Companies Act, 1956. The members are requested to appoint auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

AUDITORS' REPORT

The Auditors' report for the year ended 31st March, 2011 and the notes forming part of the accounts referred to in the Auditors' Report are self-explanatory and it does not contain any reservation, qualification or adverse remark.

INSURANCE

All insurable interests of the Company, including buildings, furniture and fixtures and other insurable interest are adequately insured by the Company.

LISTING

The Equity Shares of the Company are presently listed at the Bombay Stock Exchange (BSE) and National Stock Exchange of India Limited (NSE). The Company has duly paid the Annual listing fees as required by the Listing agreement up to 31st March, 2012 to BSE and NSE. Adequate care is being taken to comply with all the norms and guidelines as per applicable provisions of the Listing Agreement with the Company.

ACKNOWLEDGMENTS

Directors of your company are thankful to State Bank of India as well as other Banks and Financial institutions for meeting long term and working capital requirements of Company's extended operations.

The directors are also thankful to the Central and State Governments and other Government agencies & authorities for their continuous co-operation and assistance.

Directors would like to place on record their deep sense of appreciation and thanks to Shareholders for their valuable trust in the company's performance and for their support and encouragement, enabling the company to venture in to various upcoming projects and spread its wings globally, the customers for their confidence in the hospitality services of the company, the business associates and suppliers for their valuable assistance and support and complete co-operation, and the employees for their outstanding performance.

For and on behalf of the Board

Place : Ahmedabad Narendra Somani

Date : 13.08.2011 Chairman & Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting herewith the Eleventh Annual Report together with the Audited Statement of Accounts and the Auditors Report in respect of the year ended 31st March, 2010.

FINANCIAL RESULTS (Rupees in Lacs)

Particulars Year ended Year ended 31.03.2010 31.03.2009

Total Income 8862.94 6922.43

Profit from Operations 2032.77 1932.42

Less : Financial Charges 231.26 353.35

Less : Depreciation and Amortization 200.01 286.35

Profit before tax 1601.50 1292.72

Less : Provision for taxation 566.00 213.52

Less : Provision for Fringe Benefit Tax 0.00 4.08

Less : Deferred tax Liability 43.16 110.57

Less : Income Tax for earlier years 16.29 3.43

Add : Excess Provision written back 0.00 0.00

Profit after tax 976.04 961.11

Profit brought forward from previous year2212.47 1251.35

Less : Proposed Dividend on Equity Shares 292.86 0.00

Less : Dividend Distribution Tax 48.64 0.00

Profit Available for appropriation 2847.01 2212.46

DIVIDEND :

Your directors recommend dividend @ 10% (Rs.1 per share of Rs. 10/- each) for the year ended March 31, 2010 subject to approval of members in the ensuing Annual General Meeting.

PERFORMANCE :

During the year under review, total income increased to Rs. 8862.94 lacs from Rs. 6922.43 lacs in the previous year, registering a growth rate of 28.03 %. The profit before taxes amounts to Rs.1601.50 lacs as against Rs.1292.72 Lacs in the previous year.

Net Profit after tax stood at Rs.976.04 lacs during the year compared to previous fiscals Rs. 961.11 lacs registering 1.55 % growth.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT :

Necessary measures have been taken to comply with the requirements of the Listing Agreements with the Stock Exchanges where the Companys Shares are listed. The report on Corporate Governance is included as a part of Directors Report. A report on Corporate Governance as stated above, along with a certificate of compliance from the Auditors, forms part of this Annual Report. Management Discussion and Analysis Report has been enclosed herewith as per Annexure "A" and forming part of the Directors Report.

FUTURE OUTLOOK

The project for which the public issue was made was expected to go for commercial run in 2008-09 but there was considerable delay due to various reasons like increase in size of the project to almost double, water sippage in the basement in the first monsoon due to vicinity of sea, non-availability of skilled labour for the state - of - the - art project, delayed delivery of imported items for the project, delay in availability of power by GEB without which your Company had to suffer a lot.

The Surat project is a massive structure with 6,00,000 sq. ft. built up area with state - of - the - art Banquet Halls of various sizes for conventions and banquets with capacity of 200 to 5000 people and an ultra-modern club. The project will have 170 rooms, auditorium, discotheque, banquet hall & convention centre of 55,000 sq. ft. & party lawns of 75,000 sq. ft. Banquet facilities have already started.

DIRECTORS

In terms of the provisions of Section 255 and 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Devanand Somani and Mr. Ramesh Motiani, directors retire at the ensuing Annual General Meeting and being eligible offers themselves for reappointment. All other directors continue to hold their office.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, Board of Directors of the company hereby state & confirm that:

a) in the preparation of Annual Accounts for the year 2009-10 the applicable Accounting Standards had been followed and there are no material departures;

b) that they have selected such Accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true & fair view of the state of affairs of the company at the end of the financial year (31st March, 2010) and of the profit/ loss of the Company for that period .

c) that they have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting frauds and irregularities.

d) that they have prepared the Annual Accounts for 2009-10 on a going concern basis.

FIXED DEPOSITS

The Company has not accepted any Deposits from Public and as such, no amount of principal or interest was outstanding as of the balance sheet date.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the applicable Clauses of the Listing Agreements with the Stock Exchanges, the Company has prepared Consolidated Financial Statements as per the Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements along with the Auditors Report have been annexed to this Annual Report.

AUDITORS

M/s O. P. Bhandari & Co, Chartered Accountants, Ahmedabad, retire at the ensuing Annual general Meting and are eligible for reappointment. The Company has received a certificate from them that their appointment if approved by the shareholders would be within the ceiling prescribed under section 224(1B) of the Companies Act, 1956. The members are requested to appoint auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

AUDITORS REPORT

The Auditors report for the year ended 31st March, 2010 and the notes forming part of the accounts referred to in the Auditors Report are self-explanatory and give complete information.

INSURANCE

All insurable interests of the Company including, buildings, furniture and fixtures and other insurable interest are adequately insured.

LISTING

The Equity Shares of the Company are presently listed at the Bombay Stock Exchange (BSE) and National Stock Exchange of India Limited (NSE). The Company has duly paid the Annual listing fees up to 31st March, 2010 to BSE and NSE. Adequate care is being taken to comply almost all the norms and guidelines as per applicable provisions of the Listing Agreement with the Company.

ACKNOWLEDGMENTS

Your Company and Directors are thankful to State Bank of India for meeting long term and working capital requirements of Companys extended operations and various coming projects implementations.

The Directors are thankful to the Central and State Governments and other Government Agencies & Authorities for their continuous co-operation and assistance.

Directors would like to place on record their deep sense of appreciation and thanks to Shareholders for their valuable trust in the Companys performance and for their support and encouragement, enabling the Company to venture in to various upcoming projects and spread its wings globally, Customers for their confidence in the hospitality services of the Company, Business Associates, Suppliers for their valuable assistance and support and throughout co-operation, Employees for their outstanding performance.

For & on behalf of the Board

Place : Ahmedabad Narendra Somani

Date : 02.09.2010 Chairman

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Mar 31, 2009

The Directors have pleasure in presenting herewith the Tenth Annual Report together with the Audited Statement of Accounts and the Auditors Report in respect of the year ended 31st March, 2009.

FINANCIAL RESULTS (Rupees in Lacs) Particulars Year ended Year ended 31.03.2009 31.03.2008 Total Income 6922.43 6271.98 Profit from Operations 1932.42 1927.33 Less: Financial Charges 353.35 175.44 Less: Depreciation and Amortization 286.35 251.27 Profit before tax 1292.72 1500.62 Less : Provision for taxation 213.52 475.00 Less : Provision for Fringe Benefit Tax 4.08 4.22 Less : Deferred tax Liability 110.57 2.08 Less : Income Tax for earlier years 3.43 0.01 Add : Excess Provision written back 0.00 3.23 Profit after tax 961.11 1000.85 Profit brought forward from previous year 1251.35 590.14 Profit Available for appropriation 2212.46 1251.36

PERFORMANCE:

During the year under review, total income increased to Rs. 6922.43 Lacs from Rs. 6271.98 lacs in the previous year, registering a growth of 10.37%. The profit before depreciation and taxes Rs. 1292.72 lacs as against Rs. 1500.62 lacs in the previous year. Net Profit after tax stood at Rs. 961.11 Lacs during the year compared to previous years Rs.1000.85 Lacs.

DIVIDEND:

Your directors do not recommend any dividend for the year under review.

CORPORATE GOVERNANCE

Your company is in compliance with the requirement and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the listing Agreement entered into with the Stock Exchanges. As a listed company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on Corporate Governance as stated above, along with a certificate of compliance from the Auditors, forms part of this Annual Report. Management Discussion and Analysis Report has been enclosed herewith as per Annexure "A" which forms a part of the Directors Report.

PROJECT IMPLEMENTATION :

The completion and commencement of the hotel project at Surat in terms of the prospectus has been delayed on account of the reasons beyond the control of the company and the revised project is likely to be commenced within few months to come. However, sufficient progress has been made and deployment done and we expect a world class hotel and convention centre to come up soon at Surat.

DIRECTORS

In terms of the provisions of Section 255 and 256 of the Companies Act, 1956 and Articles of Association of the company, Mr. Ganesh K and Mr. Bakul Parikh, directors retire at the ensuing Annual General Meeting and being eligible offered themselves for reappointment. All other directors continue to hold their office.

FIXED DEPOSITS

The company has not accepted any deposits from public and as such, no amount of principal or interest was outstanding as on the balance sheet date. CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the applicable Clauses of the Listing Agreements with the Stock Exchanges, the Company has prepared Consolidated Financial Statements as per the Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements along with the Auditors Report have been annexed to this Annual Report.

AUDITORS

M/s O. P. Bhandari & Co, Chartered Accountants, Ahmedabad, retire at the ensuing Annual general Meting and are eligible for reappointment. The Company has received a certificate from them that their appointment if approved by the shareholders would be within the ceiling prescribed under section 224(1 B) of the Companies Act, 1956. The members are requested to appoint auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

AUDITORS REPORT

The Auditors report for the year ended 31st March, 2009 and the notes forming part of the accounts referred to in the Auditors Report are self-explanatory and give complete information.

PARTICULARS OF EMPLOYEES

There information pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is as under:

Sr. Name Age Qualification Experience Designation Remuneration Yrs. /Nature of Rs. Duties 1 Narendra Somani 43 F. Y. Bcom. 23 Chairman 24,00,000 Cum Managing Director Sr. Date of Particulars % of commence- last Eq. ment of employ- Shares employment ment held 1 1-10-2005 N.A. 21.55

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

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 particular of energy. Since the hotel industry is not covered under the list of industries required to provide such information.

During the year, Company commissioned a 1.25MW Windmill Village Panchetiya, under district Kutch, Gujarat. The energy generated by wind mill was 874319KWH.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, Board of Directors of the company hereby state & confirm that:

a) In the preparation of Annual Accounts for the year 2008-09 the applicable Accounting Standards had been followed and there are no material departures;

b) That they have selected such Accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true & fair view of the state of affairs of the company at the end of the financial year (31st March, 2009) and of the profit/ loss of the Company for that period .

c) That they have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting frauds and irregularities.

d) That they have prepared the Annual Accounts for 2008-09 on a going concern basis.

INSURANCES

All insurable interests of the Company including, buildings, furniture and fixtures and other insurable interest are adequately insured.

LISTING

The Equity shares of the Company are presently listed at the Bombay Stock Exchange Limited (BSE), and National Stock Exchange of India Limited (NSE). The Company has duly paid the Annual listing fees up to 3151 March, 2010 to BSE and NSE. Adequate care is being taken to comply almost all the norms and guidelines as per applicable provisions of the Listing Agreement with the Company.

ACKNOWLEDGMENTS

Your Company and Directors are thankful to Indian Overseas Bank, Axis Bank, State Bank of India and other public sector and private sector banks for meeting long term and working capital requirements of Companys extended operations and various coming projects implementations.

The Directors are thankful to the Central and State Governments and other Government Agencies & Authorities for their continuous co-operation and assistance.

Directors would like to place on record their deep sense of appreciation and thanks to Shareholders for their valuable trust in the Companys performance and for their support and encouragement, enabling the Company to venture in to various upcoming projects and spread its wings globally, Customers for their confidence in the hospitality services of the Company, Business Associates, Suppliers for their valuable assistance and support and throughout co-operation, Employees for their outstanding performance.

For & on behalf of the Board Place : Ahmedabad Narendra Somani Date : 31-07-2009 Chairman