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Directors Report of The Byke Hospitality Ltd.

Mar 31, 2015

We are pleased to present the Twenty Fifth Annual Report on our business and operations for the year ended 31st March 2015, of The Byke Hospitality Limited ("Company").

Financial Highlights

(Rs,In Lakhs)

Year Ended Year Ended Particulars March 31, 2015 March 31, 2014

Income:

Income from Operations 18141.87 1557140

Other Income 11.00 14.98

Total Income 18152.87 15586.38

Expenditure:

Less: Operating & Other Expenses 14418.72 12714.96

Profit before Depreciation, Finance Costs and Tax 3734.15 2871.42

Less: Depreciation 1017.41 538.34

Less: Finance Costs 179.97 207.87

Profit before Tax 2536.77 2125.20

Less Provision for Taxes 533.35 535.96

Profit after Tax 2003.42 1589.24

Add: Surplus brought forward from the previous year 2288.17 1130.77

Amount available for appropriation 4291.59 2720.02

Appropriations:

Dividend 400.98 300.73

A dividend of 10% i.e. Rs. 1/- per Equity Share was recommended by the Board of Directors on May 27, 2015 on enhanced capital after Bonus Issue

(In respect of the previous year, a final dividend of 15% i.e. Rs. 1.50/- per Equity Share was declared and paid to the Members)

Tax on Dividend 80.17 51.10

Amount transferred to General Reserve - 80.00

Surplus carried forward 3810.44 2288.17

Dividend

The Board of Directors has recommended a dividend of 10%, i.e. Rs. 1.00 per share on equity share of Rs. 10/- each, subject to the approval of shareholders at the ensuing Annual General Meeting for the financial year ended March 31, 2015. The dividend would involve a cash outgo of Rs. 400.98 lakhs towards dividend and Rs. 80.17 lakhs towards tax on dividend.

The Register of Members and Share Transfer Books will remain closed from 21st September 2015 to 26th September 2015 (both days inclusive), for the purpose of payment of Dividend for the Financial Year ended March 31, 2015 and the Annual General Meeting. The Annual General Meeting is scheduled to be held on Saturday, 26th September 2015.

Transfer to Reserves

The company did not transfer any amounts to General Reserve during the year.

Bonus Shares

The Company, in October 2014, had issued Bonus Shares to the Shareholders of the Company in the proportion of 1:1 and consequently, the paid up share capital of the Company increased from 2,00,48,900 shares to 4,00,97,800 shares.

Operations and Financial Overview

Last year has been a landmark year for the Indian economy. Economic growth has started to move in upward trajectory. GDP grew by 7.3% in 2014- 15, with signs pointing to a manufacturing and investment recovery. Infation has also tapered which has led to cut down in interest rates. The new government's Budget 2015 showed government's commitment towards the tourism industry.

Byke continues to follow an asset light model across its both business segments. Byke has emerged as a well-known brand in the mid market tourism segment with high levels to quality and service. For FY15 revenues touched Rs. 182 crore in FY15 against Rs. 156 crore in the corresponding period of the previous year, registering a y-o-y growth of 17%. EBITDA stood at Rs. 37 crore (y-o-y growth of 28%), with EBITDA margin of 20%, up from 19% in FY14 and the Company reported PAT at Rs. 20 crore with PAT margin of 11%.

Expansion /Augmentation of Hotels

During the year, the Company acquired its first Hotel in the Business capital of the Country, "The Byke- Suraj Plaza" under its asset light business expansion plan. The Byke- Suraj Plaza offers the Highest Room Inventory in Thane city with multiple Food & Beverage outlet, Indoor- Outdoor Banqueting and modern Conferencing facilities. This Hotel shall commence commercial operation during the financial year 2015-16.

With this presently your Company owns or operates eight hotels at the locations viz.

Sl. No Name of The Hotel Location

1. The Byke – Heritage Matheran (Maharashtra)

2. The Byke – Redwood Matheran (Maharashtra)

3. The Byke – Old Anchor Goa

4. The Byke- Hidden Paradise Goa

5. The Byke Sunfower Goa

6. The Byke – Neelkanth Manali (Himachal Pradesh)

7. The Byke – Grassfeld Jaipur (Rajasthan)

8. The Byke- Suraj Plaza Thane (Maharashtra)

Change in Depreciation Policy

With effect from April 1, 2014, the Company has revised the estimated useful lives of certain assets resulting in a write back of depreciation of Rs. 65.57 Lacs during the year. (refer Note 1(1.6) of Notes to Financial Statement).

Particulars of Loans, Guarantees or Investments

As on March 31, 2015, there were no outstanding loans or guarantees covered under the provisions of Section 186 of the Act. (Annexure A)

The details of changes in the Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

Fixed Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Contract or Arrangement with Related Party

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The policy is available on the Company's website www. thebyke.com.

Statutory Auditors

The Auditors M/s A.P. Sanzgiri & Co, Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Internal Auditors

Pursuant to provisions of Section 138 and other applicable provisions of Companies Act, 2013, M/s. Sajjan Kanodia & Co. Chartered Accountants, Mumbai has been appointed as internal auditors for the financial year 2014-15.

Secretarial Auditors

M/s Suman Sureka & Associates, Practicing Company Secretaries were appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report for FY 2014-15 forms part of the Annual Report as Annexure B to the Director's Report.

Change in The Nature of Business

There is no change in the nature of Business of the Company.

Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Statement Under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Pursuant to Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014 a disclosure on remuneration related information of employees, Key Managerial Personnel and Directors is annexed herewith and forming part of the report. (Annexure-C)

However, there are no employees drawing remuneration more than Rs. 60 Lacs p.a. or Rs.5 Lacs per month if employed for a part of year, therefore no disclosures are required under Rule 5(2) and Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure D to the Director's Report.

Internal Financial Control

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

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. 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 recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

Corporate Social Responsibility Initiatives

The Company has actively supported various initiatives in the areas of health, education and environment over the years. With the introduction of Section 135 of the Act, which came into effect during this financial year, the Company has constituted a Corporate Social Responsibility ("CSR") Committee. The CSR Policy adopted by the Board of Directors is available on the Company's website www.thebyke.com. The CSR Committee decided to continue with the existing programs and increase focus on health and education in the years ahead. The Annual Report on Corporate Social Responsibility Activities is annexed herewith as Annexure E.

Corporate Governance Report

Your Company has been complying with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. A Report on Corporate Governance along with a Certificate from the Statutory Auditors of the Company regarding the compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

Transfer to Investor Education and Protection Fund

As required under the provisions of Section 205A and 205C and other applicable provisions of Companies Act, 1956 (the corresponding provisions in the Companies Act, 2013 have not been notified, and hence the earlier law is still applicable in respect of these provisions), dividends that remain unpaid/unclaimed for a period of seven years, are to be transferred to the account administered by the Central Government viz: Investor Education and Protection Fund ("IEPF"). Once the amounts that are due for refund are transferred to the IEPF, no claim shall lie in respect of those amounts against the Company. The Company had transferred unpaid dividend amounts within the stipulated time to the IEPF. During the financial year 2014-15, unpaid or unclaimed dividend for the Final dividend declared as on 31st March 2007 amounting to Rs.43,753/- was transferred to Investors Education and Protection Fund. The Board draws your attention that the unclaimed/unpaid dividend for the Final Dividend declared as on 31st March 2008 is due for transfer to IEPF during the current year. Members, who have not yet encased their dividend warrant(s) or those who are yet to claim their dividend amount which was declared for the financial year ended 31st March 2008, may write to the Company/ Company's Registrar and Share Transfer Agent, Sharepro Services (India) Private Limited.

Number of Meetings of The Board.

The Board of Directors of the Company met five (5) times during the year 2014-15. The details of various Board Meetings are provided in the Corporate Governance Report that forms part of this Annual Report. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013 (hereinafter "the Act").

Statement on Declaration of Independence By The Independent Directors

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Act, that they meet the criteria of independence as laid down in Section 149(6) of the Act.

Policy on Directors' Appointment and

Remuneration

Policy on Directors' Appointment

Policy on Directors' appointment is to follow the criteria as laid down under the Companies Act, 2013

and the Listing Agreement with Stock Exchanges and good corporate practices. Emphasis is given to persons from diverse felds or professions.

Policy on Remuneration

The Board in consultation with the Nomination and Remuneration Committee decides the remuneration policy for directors. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time.

Board Committees

The Company has the following Committees of the Board:

1. Audit Committee

2. Nomination and Remuneration committee

3. Stakeholder's Relationship committee

4. Corporate Social Responsibility committee

5. Risk Management Committee

The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.

The recommendation by the Audit Committee as and when made to Board has been accepted by it.

Board Evaluation

As required under the provisions of Section 134(3) (p) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, and the manner in which such performance evaluation was carried out is as under: The performance evaluation framework is in place and has been circulated to all the directors to seek their response on the evaluation of the entire Board and independent directors. The Nomination and Remuneration Committee shall carry out evaluation of director's performance. The criteria of evaluation is exercise of responsibilities in a bona fde manner in the interest of the Company, striving to attend meetings of the Board of Directors / Committees of which he is a member/ general meetings, participating constructively and actively in the meetings of the Board / committees of the Board etc.

Directors and Key Managerial Person

As per the provisions of the Companies Act 2013, Mr. Pramod Patodia retires at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

Mr. Vikash Kumar Agarwal has been appointed as an Additional Director on 27th May 2015 and shall hold the office up to this Annual General Meeting. Your Company is in receipt of notice under section 160, 161(1) of the Companies Act, 2013 for his appointment as a Director liable to retire by rotation under the category of Non-Executive and Non- Independent Director of the Company. The Board recommends his appointment as Director liable to retire by rotation.

Mrs. Sudha Gupta has been appointed as an Additional Director on 27th May 2015 and shall hold the office up to this Annual General Meeting. Your Company is in receipt of notice under section 160, 161(1) of the Companies Act, 2013 for her appointment as an Independent Director of the Company. The Board recommends the appointment of Mrs. Sudha Gupta as an Independent Director not liable to retire by rotation and to hold office for a fixed term of 5 (fve) years from date of appointment.

Your Company has designated Mr. Manish Lahoti, who is heading the Finance & Accounts Department of the Company as Chief Financial Officer (CFO) during the year. Mrs. Swati Gupta, Company Secretary, Mr Anil Patodia, Managing Director, who have been appointed before commencement of the Companies Act, 2013 and Mr. Manish Lahoti, CFO are the Key Managerial Personnel of the Company.

Vigil Mechanism

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. Details of the Vigil Mechanism policy are made available on the Company's website www.thebyke.com.

Risk Management

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for constitution of a Risk Committee, which will work towards creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps. The Committee will, on a quarterly basis, provide status updates to the Board of Directors of the Company.

Prevention of Sexual Harassment Policy

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee ("ICC") has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of the complaints received and disposed off during the financial year 2014-15:

a) No. of complaints received: NIL

b) No. of complaints disposed off: NIL

Listing Fees

The Company confirms that it has paid the annual listing fees for the year 2015-16 to National Stock Exchange, Bombay Stock Exchange and Metropolitan Stock Exchange(MCX-SX).

Directors' Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, the Directors state that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

iii. 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;

iv The annual accounts have been prepared on a going concern basis;

v. Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively;

vi. Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Statutory and Secretarial Auditors' Report

The Statutory Auditors Report to the Shareholders does not contain any qualifications hence does not require any comments on the same. A company, whose securities are listed on the Stock Exchanges, is compulsorily required to follow the accounting standards prescribed by the Institute of Chartered Accountants of India.

However with reference to the remarks made by Secretarial Auditors, with reference to non registration of two out of eight hotels of the company under specific laws applicable we wish to clarify that these two hotels are not yet fully operative.

With reference to non publication of advertisement in newspaper for having sent the notice of the meeting under section 108; Rule 20 of the Companies (Management and Administration) Rules, 2014 by the Company we wish to state that this occurred due to oversight and the company shall comply the same for future AGMs.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

In view of the nature of activities which are being carried on by the company, Rules 2A and 2B of the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the company.

Further, there were no foreign exchange earnings or outgo during the year under review.

Awards and Recognition

Your Directors are delighted to bring to your notice that your Company, The Byke Hospitality Ltd has achieved the distinction of being among the 11 companies from India that have made to the top 200 Asia Pacifc corporations in Forbes Asia's Rs.Best under a Billion' list.

In the Hotel segment, it is one among the two companies that have made to the list, the other being China's Gayety.

The unranked list comprises 200 of the best performing frms from the Asia-Pacifc region selected from a pool of 17,000 publicly listed entities with a sales turnover between $5 million and $1 billion of which 810 companies roughly passed the required criteria, according to Forbes.

Acknowledgement

Your Directors take this opportunity to express the gratitude to all investors, clients, vendors, bankers, Regulatory and Government authorities, Stock Exchanges and business associates for their cooperation, encouragement and continued support extended to the Company. Your Directors also wish to place on record their appreciation to the Associates for their continuing support and unstinting efforts in ensuring an excellent all round operational performance at all levels.

For and on behalf of the Board of Directors



Sd/-

Anil Patodia

Matheran (Maharashtra) Managing Director

July 29, 2015 DIN: 00073993


Mar 31, 2014

TO THE MEMBERS

The Company''s Directors are pleased to present this 24th Annual Report of the Company together with the Audited Balance Sheet, Profit & Loss Account and Cash Flow Statement for the financial year ended March 31st, 2014.

FINANCIAL HIGHLIGHTS (RsRs.IN LAKHS)

Particulars Year Ended Year Ended March 31 March 31 20014 2013 Income:

Income from Operations 15571.40 10092.53

Other Income 14.98 50.16

Total Income 15586.38 10142.69

Expenditure:

Less: Operating & Other Expenses 12714.96 8338.22

Profit before Depreciation, Finance Costs and Tax 2871.42 1804.47

Less: Depreciation 538.34 418.75

Less: Finance Costs 207.87 229.74

Profit before Tax 2125.20 1155.97

Less Provision For Taxes 535.96 380.31

Profit after Tax 1589.24 775.66

Add: Surplus brought forward from the 1130.77 589.67 previous year

Amount available for appropriation 2720.02 1365.33

Appropriations: -

Dividend

A dividend of 15% i.e. Rs.1.50/- per Equity Share 300.73 200.49 was recommended by the Board of Directors on May 29, 2014

(In respect of the previous year, a final dividend of 10% i.e. Rs.1/- per Equity Share was declared and paid to the Members)

Tax on Dividend 51.10 34.07

Amount transferred to General Reserve 80.00 -

Surplus Carried Forward 2288.17 1130.77

OPERATIONS AND FINANCIAL OVERVIEW

DIVIDEND

Considering the Company''s financial performance, your Directors are pleased to recommend a dividend of 15% i.e. Rs.1.50/- per Equity Share of Rs.10 each subject to the approval of the Shareholders at the ensuing Annual General Meeting for the financial year ended March 31, 2014. The dividend would involve a cash outgo of Rs.300.73 lakhs towards dividend and Rs.51.11 lakhs towards tax on dividend. The dividend, as sets Deposit.

TRANSFER TO RESERVES

We propose to transfer Rs.80 Lacs to the General Reserve. An amount of Rs.2288.17 Lacs is proposed to be retained in the Surplus.

ISSUE OF BONUS SHARES

EXPANSION /AUGMENTATION OF HOTELS

With this presently your Company operates its hotels on unique pure vegetarian concept at eight locations

SNO NAME OF THE HOTEL LOCATION

1. The Byke - Heritage Matheran (Maharashtra)

2. The Byke - Redwood Matheran (Maharashtra)

3. The Byke - Old Anchor South Goa

4. The Byke- Hidden Paradise North Goa

5. The Byke- Sunflower North Goa

6. The Byke - Neelkanth Manali (Himachal Pradesh)

7. The Byke - Paawana Mandawa, (Rajasthan)

8. The Byke- Grassfield Jaipur (Rajasthan)

The Company has a plan to increase its presence

gradually to 17 locations over the next two years.

Accordingly, it has already acquired land at three locations: = 3.75 acres land near proposed Navi Mumbai

airport for Business class Hotel. = 10 acres land at Aronda on the banks of

Sindhudurg river in Maharashtra for a premium

spa rejuvenation center cum resort. = 2 acres land near Ashtamudi lake at Kollam, Kerala for premium beach view resort.

CORPORATE SOCIAL RESPONSIBILITY

We dedicated ourselves to striking a balance between profitability and social conscience. We continue to believe that the ultimate way to scale the power of brand is to share the good we do so that The Byke and everyone we touch – can endure and thrive.

Pursuant to Section 135 of the Companies Act, 2013 the Company has constituted the Corporate Social Responsibility (CSR) Committee of the Board of Directors. The terms of reference of the CSR Committee are as per the provisions of the Companies Act, 2013.

Corporate Social Responsibility efforts of your Company are focused around sustainable livelihood with key beneficiaries being the aged, women and children. Your Company continued to carry out initiatives aimed at contributing to the socio- economic well being and development of the communities and the ecosystem that it interacts with. These are discussed in detail in the Management Discussion and Analysis Report forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Your Company has always practiced sound corporate governance and takes necessary actions at appropriate times for meeting stakeholders expectations while continuing to comply with the mandatory provisions of corporate governance. Report on Corporate Governance along with a Certificate from the Statutory Auditors of the Company regarding the compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed analysis of the Company''s operational and financial performance are separately discussed in the Management Discussion and Analysis Report which is presented in a separate section forming part of this Annual Report.

DIRECTORS: APPOINTMENT / RE- APPOINTMENT /CHANGE IN DESIGNATION.

Details regarding Directors proposed to be appointed and re-appointed at the Annual General Meeting to be held on Saturday, September 27, 2014, due to changes arising from implementation of the Companies Act, 2013 are mentioned in the Notice convening the Annual General Meeting. Pursuant to completion of his tenure as Whole Time Director w.e.f August 1, 2014, Mr. Satyanarayan Sharma ceased to act as Whole Time Director of the Company. However, he continues to act as Director of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

I. in the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed and that there are no material departures from the same;

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

iii. the Directors have taken proper and sufficient care to the best of their knowledge and ability 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 detecting fraud and other irregularities; and

iv. the Directors have prepared the accounts for the financial year ended March 31, 2014 on a ''goingconcern'' basis.

PUBLIC DEPOSITS

During the year 2013-14, your company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

LISTING AND TRADING OF SHARES

The Equity Shares of your Company continue to remain listed and traded on the Bombay Stock Exchange Limited and Madras Stock Exchange Limited. With effect from December 30, 2011 the Equity Shares of your Company are allowed to Trade on National Stock Exchange as well. The Listing fee payable under the Listing Agreement for the financial year 2014-2015 has been duly paid to the Bombay Stock Exchange Limited and Madras Stock Exchange Limited. There are no arrears on account of payment of listing fees to the Stock Exchanges.

AUDITORS'' REPORT

The Auditors Report to the Shareholders does not contain any qualifications hence does not require any comments on the same. A company, whose securities are listed on the Stock Exchanges, is compulsorily required to follow the accounting standards prescribed by the Institute of Chartered Accountants of India.

APPOINTMENT OF AUDITORS

M/s A.P. Sanzgiri & Co, Chartered Accountants, the present auditors of the Company, retires at the forthcoming Annual General Meeting and is eligible for re-appointment as auditors and has confirmed their eligibility and willingness to accept office, if re-appointed. Members are requested to re-appoint them at the ensuing Annual General Meeting. The Audit Committee of the Board has recommended their re-appointment.

The notes on accounts referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for any further comments.

PARTICULARS OF EMPLOYEES

During the year 2013-14, there were no employees drawing remuneration more than prescribed limit under Section 217 (2A) of the Companies Act, 1956.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried on by the company, Rules 2A and 2B of the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the company.

Further there is no expenditure on R&D, Technology absorption, adoption & innovation during the financial year under review. Also, there were no foreign exchange earnings or outgo during the year under review.

AWARDS AND RECOGNITIONS

The Byke Hospitality Limited has continued its growth story during the year under review. Our Hotel "THE BYKE OLD ANCHOR – Goa" has received an "AWARD FOR EXCELLENCE in the category of GOLD STANDARD HOTEL FOR YOUTH HOLIDAY- 2013 " at Moscow - Russia.

ACKNOWLEDGMENT AND APPRECIATION

Your Directors place on record their deep appreciation and sincere thanks to shareholders, bankers, various regulatory authorities and central and state government officials for the continued support and confidence in the management of the Company. Your Directors are pleased to place on record their appreciation of the consistent contribution made by employees at all levels through their hard work, dedication, solidarity and cooperation and acknowledge that their efforts have enabled the Company to achieve new heights of success.

For and on behalf of the Board Sd/- Anil Patodia Managing Director (DIN: 00073993)

Mumbai August 13, 2014


Mar 31, 2013

TO THE MEMBERS

The Directors are pleased to present their Twenty Third Annual Report together with its Audited Accounts of your company for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

(Amount in lacs) Partculars Year Ended Year Ended March 31, 2013 March 31, 2012

Income:

Income from Sales & Operaton 10092.53 4905.97

Other Income 50.16 4.74

Total Income 10,142.69 4910.71

Expenditure:

Less: Operatng & Other Expenses 8338.22 4392.10

Proft before Depreciaton, Finance Costs and Tax 1,804.47 518.61

Less: Depreciaton 418.75 111.92

Less: Finance Costs 229.74 51.84

Proft before Tax 1155.97 354.85

Less: Provision for Tax 380.31 145.45

Add: MAT Credit 30.28

Proft afer Tax 775.66 239.69

Add: Balance brought forward from the previ ous year 589.67 582.61

Amount available for Appropriaton 1365.33 822.30

Appropriatons:

Short /Excess provision of taxes of earlier years ( Net) 0.38

-Dividend 200.49 200.49

A dividend of 10% i.e. Rs.1/- per Equity Share was recommended by the Board of Directors on May 29, 2013

(In respect of the previous year, a final dividend of 10% i.e. Rs. 1/- per

Equity Share was declared and paid to the Members)

Tax on Dividend 34.07 32.52

- Balance carried to Balance Sheet 130.77 589.67

DIVIDEND

Your Directors are pleased to recommend a dividend of 10% i.e. Rs.1/- per Equity Share of Rs.10 each subject to the approval of the shareholders at the ensuing Annual General Meeting for the financial year ended March 31st, 2013. Dividend would involve a cash outgo of Rs. 200.49 lakhs towards dividend and Rs. 34.07 lakhs towards tax on dividend. Dividend, as recommended by the Board, if approved at the Annual General Meeting, will be paid on or after September 21, 2013 to those members or their mandates whose names appear in the register of members as on September 13, 2013. In respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as beneficial owners as on September 13, 2013.

OPERATIONS AND FINANCIAL OVERVIEW

Your company has recorded significant performance growth during the financial year under review. With your company''s aggressive expansion plan and asset light business model, the total income of the company for the financial year ended March 31,2013 has increased from Rs. 4910.71 lac to Rs. 10,142.69 lac. Profit after tax of your company has increased by 224% as compared to previous financial year. The company has registered profit after tax of Rs. 775.66 lakhs as compared to profit of Rs. 239.69 lakhs in the previous year. The total turnover of the company for the year was recorded at Rs. 10092.54 lakhs as compared to Rs. 4905.97 lakhs in the previous year, an increase of around 105 % over last year.

EXPANSION /AUGMENTATION OF HOTELS

During the year, company continued to move ahead with its strategy to achieve its growth objectives. Accordingly, under its expansion your company has entered into a Lease contract to operate two new hotels i.e, The Byke–Neelkanth in Manali and The Byke – Hidden Paradise in Goa, under ''The Byke'' brand. The company''s steps to start its new operations with "The Byke - Neelkanth, Manali" with 40 guest rooms and "The Byke – Hidden Paradise Goa ",with 40 guest rooms in first year of operation, have been very successful and achieved high occupancy ratio.

The above mentioned these two new hotels have received excellent feedback and accolades from both trade analysts and discerning international travelers; eventually the company has reached new heights. With this presently your company owns or operates seven hotels at the locations viz.

S. NO. NAME OF THE HOTEL LOCATION

1. The Byke – Heritage Matheran (Maharashtra)

2. The Byke – Redwood Matheran (Maharashtra)

3. The Byke – Old Anchor Goa

4. The Byke- Hidden Paradise Goa

5. The Byke- Sunflower Goa

6. The Byke – Neelkanth Manali (Himachal Pradesh)

7. The Byke – Paawana Shekhawat (Rajasthan)

Company under its expansion plan is also in negotiations with various state tourist departments to manage & operate their state owned hotels under the joint brand name. The company expects to start its operations of the Hotels under the brand "The Byke" at Shimla (Himachal Pradesh), Navi Mumbai & Mahablashewar (Maharashtra), Aronda (Goa), Kollam (Kerala), Hampi (Karnataka) and Jodhpur (Rajasthan) in coming years.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Your company continued to carry out initiatives aimed at contributing to the socio-economic well being and development of the communities and the ecosystem that it interacts with. These are discussed in detail in the Management Discussion and Analysis Report forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance along with a certificate from the statutory auditors of the company regarding the compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed analysis of the company''s operational and financial performance as well as the initiative taken by the company for its expansion, the existing hotel properties and the proposed business ventures & upcoming hotels of Byke are separately discussed in the Management Discussion and Analysis Report which forms part of this Annual Report.

DIRECTORS

Mr. Bharat Thakkar has been appointed as Additional Directors on February 14, 2013.Mr. Bharat Thakkar is an Independent Director and holds office up to the date of ensuing Annual General Meeting (AGM) of the company and is eligible for appointment as director. The company has received notice under Section 257 of the Act, in respect of him, proposing his appointment as a director of the company. Resolution seeking approval of the members for the appointment of Mr. Bharat Thakkar as director of the company has been incorporated in the notice of the forthcoming AGM along with brief details about him.

Mr. Pramod Kumar Patodia and Mr. Ramesh Vohra, Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. As stipulated in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, brief resume of Mr. Bharat Thakkar, Mr. Pramod Kumar Patodia and Mr. Ramesh Vohra have already been provided in the Notice.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors''

Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the annual accounts for the financial year ended March 31st,2013,the applicable accounting standards have been followed and that there are no material departures from the same; ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31st , 2013 and of profit of the company for the said period;

iii. the directors have taken proper and sufficient care to the best of their knowledge and ability 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 detecting fraud and other irregularities; and

iv. the directors have prepared the accounts for the financial year ended March 31, 2013 on a ''going concern''

basis.

PUBLIC DEPOSITS

During the year 2012-13, your company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

LISTING AND TRADING OF SHARES

The Equity Shares of your company continue to remain listed and traded on the Bombay Stock Exchange Limited and Madras Stock Exchange Limited. With effect from December 30, 2011 the Equity Shares of your company are allowed to Trade on National Stock Exchange as well.

The Listing fee payable under the Listing Agreement for the financial year 2013-2014 has been duly paid to the Bombay Stock Exchange Limited and Madras Stock Exchange Limited.

AUDITORS'' REPORT

The Auditors Report to the shareholders does not contain any qualifications hence does not require any comments on the same. A company, whose securities are listed on the Stock Exchanges, is compulsorily required to follow the accounting standards prescribed by the Institute of Chartered Accountants of India.

AUDITORS

M/s A.P.Sanzgiri & Co, Chartered Accountants, statutory auditors of the company holds 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(IB) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There were no employees drawing remuneration more than prescribed limit under Section 217 (2A) of the Companies Act, 1956.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried on by the company, Rules 2A and 2B of the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the company.

Further, there were no foreign exchange earnings or outgo during the year under review.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors wish to take this opportunity to place on record their appreciation for the unstinted support and co-operation of the company''s Customers, shareholders, bankers, various regulatory authorities and the central and state government officials. The Directors would also like to appreciate the employees of the company at all levels for their hard work, dedication and commitment for making the company to reach at new heights. The valuable contributions made by the employees have enabled the company to achieve remarkable growth.

For and On behalf of the Board of Directors

Sd/-

Anil Patodia

Managing Director

Mumbai August 5, 2013


Mar 31, 2012

The Directors have pleasure in presenting the 22nd Annual Report of the Company together with its Audited Profit & Loss Account for the financial year ended March 31, 2012 and the Balance Sheet as on that date:

PERFORMANCE OF THE COMPANY Rs. IN LAKH

YEARENDED YEARENDED

PARTICULARS MARCH 31,2012 MARCH 31,2011

Total Income 4910.71 3345.33

Profit before Depreciation, Finance Costs and Tax 518.61 409.43

Less: Depreciation 111.92 86.42

Less: Finance Costs 51.84 0.44

Profit before Tax 354.85 322.57

Less: Provision for Tax 145.45 96.02

Add: MAT Credit 30.28 Profit after Tax 239.69 226.55

Add: Balance brought forward from the previous year 582.61 582.45

Amount available for Appropriation 822.30 809.00

Appropriations:

Short/Excess provision of taxes of earlier years (Net) 0.38 5.00

- Dividend 200.49 190.49

A dividend of 10% i.e. Rs. 1 /- per Equity Share was recommended by the Board of Directors on August 13, 2012

(In respect of the previous year, a final dividend of 10% i.e. Rs. 1 /- per Equity Share was declared and paid to the Members)

Tax on Dividend 32.52 30.90

Balance carried to Balance Sheet 589.67 582.61



YEAR IN RETROSPECT

The first year of operations after the change in Management of the Company, has recorded significant performance growth during the financial year under review The total income of the Company has increased as compared to previous financial year. The total turnover of the Company for the year was recorded at Rs.4905.97 lakhs as compared to Rs.3324.06 lakhs in the previous year an increase of around 48 % over last year. The Company has registered profit after tax of Rs.239.69 lakhs as compared to profit of Rs.226.55 lakhs in the previous year.

DIVIDEND

Your Directors are pleased to recommend a dividend of 10% i.e. Rs.1 /- per Equity Share of Rs.10 each subject to the approval of the Shareholders at the ensuing Annual General Meeting for the financial year ended March 31,2012. The dividend would involve a cash outgo of Rs.200.49 lakhs towards dividend and Rs.32.52 lakhs towards tax on dividend. The dividend, as recommended by the Board, if approved at the Annual General Meeting, will be paid on or after September 27, 2012 to those members or their mandates whose names appear in the register of Members as on September 24, 2012. In respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as beneficial owners as on September 24, 2012.

SHIFTING OF REGISTERED OFFICE

The Company has shifted its registered office from "F/72, Solaris, Opp. L&T Gate No. 6, Off Saki Vihar Road, Andheri (East), Mumbai - 400 072" to "Shree Shakambhari Corporate Park, Plot No.156 - 158, Chakravarti Ashok Complex, J. B. Nagar, Andheri (East) Mumbai - 400 099" w.e.f. October 6, 2011.

AUGMENTATION OF YOUR HOTELS

During the year your Company has entered into a Lease contract to manage hotels i.e, The Byke - Old Anchor, Goa and The Byke - Redwood, Matheran, under "The Byke" brand. The business at "The Byke - Old Anchor, Goa with 240 guest rooms and The Byke - Redwood, Matheran" with 25 guest Rooms in first year of its operation, has been very successful and has secured the brand presence "The Byke" in South Goa and Matheran with the new units.

Although business has taken time to pick up in the first year of operation after change in management of the Company, the hotel has received excellent feedback and accolades from both trade analysts and discerning international travelers, eventually it has reached new heights. With this presently your Company owns and operates seven hotels at the locations viz. The Byke-Heritage and The Byke- Redwood, Matheran, The Byke- Old Anchor, Hotel Sunflower, Hotel Sunshine, Hotel Goan, Goa and The Byke- Paawana, Shekhawati.

CHANGE IN EQUITY SHARE CAPITAL DUE TO CONVERSION OF WARRANTS

During the year under review, the Board of Directors of your Company, at its Board Committee meeting held on January 16, 2012, issued and allotted 10,00,000 Equity Shares pursuant to conversion of Warrant at a price of Rs.44/- per share as approved by the shareholders and in accordance with the SEBI (ICDR) Regulations, 2009 on preferential basis. Due to this, the outstanding issued, subscribed and paid up Equity Share capital increased from Rs. 19,04,89,000 to Rs.20,04,89,000 as at March 31, 2012.

EXPANSION / UP-GRADATION PLANS

Tourism industry is growing and bound to grow stronger in India owing to its splendid historical architecture, rich heritage and ancient culture along with beautiful beaches, rural tourism and the inherently rooted concept of hospitality in form of "Atithi Devo Bhava".

Your Company's upcoming ventures, The Byke - Neelkanth, Manali and The Byke - Shimla will soon commence its operation in the financial year 2012 - 13.

The Company is also in negotiations for management and franchise contracts in various other parts of the country. The Company expects to start its operations of the hotels under the brand "The Byke" at Aronda - Goa, Khopoli - Maharashtra, Kudal - Maharashtra, Jodhpur - Rajasthan and Lavasa - Maharashtra in coming years.

DIRECTORS

Mr. Ramratan Bajaj, Director retire by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting.

Mr. Manoj Bhadupota, a Director liable to retire by rotation, does not offer himself for re-appointment at the ensuing Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in a separate section forming part of the Annual Report.

PUBLIC DEPOSITS

During the year 2011-12, your company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

LISTING AND TRADING OF SHARES

The Equity Shares of your Company are listed and traded on the Bombay Stock Exchange Limited and Madras Stock Exchange Limited, with effect from December 30, 2011 the Equity Shares of your Company are allowed to Trade on National Stock Exchange.

AUDITORS REPORT

The Auditors Report to the Shareholders does not contain any qualifications hence does not require any comments on the same. A company, whose securities are listed on the Stock Exchanges, is compulsorily required to follow the accounting standards prescribed by the Institute of Chartered Accountants of India.

AUDITORS

At the Annual General Meeting, the Members will be requested to re-appoint M/s A.R Sanzgiri & Co, Chartered Accountants as Statutory Auditors of the Company for the current year and authorize the Board of Directors to fix their remuneration.

CORPORATE GOVERNANCE REPORT

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A report on the corporate governance practices, the Auditors Certificate on compliance of mandatory requirements thereof are given as an annexure to this report.

PARTICULARS OF EMPLOYEES

There were no employees drawing remuneration more than prescribed limit under Section 217 (2A) of the Companies Act, 1956.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried on by the company, Rules 2A and 2B of the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the company.

Further, there were no foreign exchange earnings or outgo during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

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

i. in preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed and that there are no material departures from the same;

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

iii. the Directors have taken proper and sufficient care to the best of their knowledge and ability 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 detecting fraud and other irregularities; and

iv. the Directors have prepared the accounts for the financial year ended March 31, 2012 on a 'going concern' basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation to the employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to achieve remarkable growth. The Board also acknowledges the unstinted support of the customers, suppliers, investors, bankers, Central Government and State Governments and other statutory authorities and others associated with the Company.

For and On behalf of the Board of Directors

Sd/-

Anil Patodia

Managing Director

Mumbai August 13, 2012


Mar 31, 2011

The Board of Directors presents the 21st Annual Report of the Company together with the Audited Statements of Accounts for the financial year ended March 31, 2011

Performance of the Company

Your Companys performance for the year 2010-11 is as summarized below:

( Rs. In lacs)

Particulars Year Ended Year Ended

31-03-2011 31-03-2010

Total Income 3324.06 1504.03

Total Expenditure 3022.76 1362.48

Profit Before Tax 322.57 141.54

Provision for Tax 96.02 46.57

Profit/Loss After Tax 226.55 94.97

Add: Surplus brought forward during the year 582.44 560.63

Profit available for Appropriations 808.99 655.61

Appropriations:

-Short provision of taxes in earlier years 5.00 0.00

-Proposed Dividend 190.49 62.74

-Dividend Distribution Tax on Proposed Dividend 30.90 10.42

Surplus carried forward 582.61 582.44

Results of Operations

The first full year of operations after the entering into the contract for management of The Byke- a Hotel Retreat, Matheran, resulted into a record performance during the financial year under review. The company has achieved turnover at a record high growth rate of 121% as compared to previous year and the Profit before tax increased by 128% to Rs 322.57 Lakhs.Due to operational effciency at every stage, sharp focus on marketing strategy and stringent internal cost control systems, the Company has earned net Profit of Rs 226.55 lakhs higher by 139 % as compared to the previous year.

Dividend

Your Directors are pleased to recommend a dividend of 10% i.e. Rs. 1/-per Equity Share for the financial year ended March 31, 2011, amounting to Rs. 221.39 lakhs (inclusive of tax of Rs 30.90 lakhs) . The dividend, as recommended by the Board, if sanctioned at the meeting, will be paid on or after July 21, 2011 to those members or their mandates whose names are registered on the Companys Register of

Members:

a. As beneficial owner as the end of business on July 18, 2011 as per the lists to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) in respect of the shares held in electronic form and

b. As members in the Register of Members of the Company after giving effect to valid share transfers in physical form lodged with the Company on or before July 18, 2011.

The dividend payout for the year under review has been formulated in accordance with the Companys policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals and the shareholders aspirations.

Change in Promoters and Management of the Company

M/s. Hotel Relax Private Limited in concert with Mr. Anil Patodia, Mr. Kamal Poddar and Mrs. Vinita Patodia made an public announcement on September 8, 2010 (pursuant to and in compliance with regulations 10 and 12 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereof ),followed by the open offer made to the Shareholders of Suave Hotels Limited on January 6, 2011.

Subsequently as a result of the above, there was a change in the promoters and the promoter group of the company which has been taken on record at the Board of Directors meeting held on March 30, 2011. Further with the new promoters coming in the company, the management of the company has been changed and the Board of Directors has been reconstituted on March 30, 2011. The composition and names of the Board of Directors have been provided in the report on corporate governance.

Contracts

The company has entered into contracts for the hotel properties at Matheran and Mandawa, Rajasthan. Currently the company is having under its ambit both the properties in addition to the existing hotels. The Company is also in negotiations with the owners for management and franchise contracts in various other parts of the country.

Increase in Share Capital

During the year under review, we have allotted 65,00,000 equity shares on conversion of warrants to promoters and others under the SEBI (ICDR) Regulations, 2009 on preferential basis. Due to this, the outstanding issued, subscribed and paid up equity share capital increased from Rs 12548900 to Rs 19048900 as at March 31, 2011.

Awards:

We are pleased to inform that your company has been ranked as "The Indias Top 400 Small Cap Companies in 2010 by Dalal Street."

Directors:

Following are the changes in the Directorate of the company:

- Mr. Anwar Beg Mirza had resigned from the Board with effect from May 15, 2010. The Board places on record their appreciation for the valuable contributions made by him during his tenure as the Director of the Company

- Mr. Mohan Arvandekar was appointed as an Independent Director at the Annual General Meeting held on September 30, 2010.

- Mr. Manoj Kumar Bhadupota, Mr. Ramratan Ratan Bajaj, Mr. Ramesh Vohra, Mr. Anil Patodia and Mr. Pramod Patodia, was appointed as

Additional Director of the Company at the Board meeting held on March 30, 2011 and holds offce till ensuing Annual General Meeting and being eligible, offers himself for reappointment at the ensuing Annual General Meeting. The profle of the Directors to be appointed is annexed as a separate section and the notice of the meeting has an abriged profle of the same.

- Mr. Vinod Kumar Gupta, Mr. Surendra Kumar Kulhari, Mr. Sandeep Sharma, Mr. Mohan Vithal Aravandekar and Mr. Samir Satyanarayan Sharma have resigned from the Board of Directors with effect from March 30, 2011. The Board places on record their appreciation for the valuable contributions made by them during their tenure as the Director of the Company

Appointment of Company Secretary and Compliance Offcer

Mrs. Naina Hemant Kurane, possessing the required qualifcation, was appointed as the Company Secretary and Compliance Offcer of the Company with effect from May 30, 2011.

Management Discussion and Analysis:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock

Exchange in India, is presented in a separate section forming part of the Annual Report.

Public Deposits

During 2010-11, your company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

Listing of Shares

The Equity Shares of your Company are listed on the Bombay Stock Exchange Limited and Madras Stock Exchange Limited.

Auditors Report

The Auditors Report to the Shareholders does not contain any qualifcations hence does not require any comments on the same. A company, whose securities are listed on the Stock Exchanges, is compulsorily required to follow the accounting standards prescribed by the Institute of Chartered Accountants of India.

Auditors

The auditors, M/s A. P. Sanzgiri & Co, Chartered Accountants, retire at the ensuing Annual General Meeting and have confrmed their eligibility and to accept offce, if re-appointed.

Corporate Governance Report

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A report on the corporate governance practices, the Auditors Certificate on compliance of mandatory requirements thereof are given as an annexure to this report.

Particulars of Employees

There were no employees drawing remuneration more than prescribed under Section 217 (2A) of the Companies Act, 1956.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo In view of the nature of activities which are being carried on by the company, Rules 2A and 2B of the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the company.

Further, there were no foreign exchange earnings or outgo during the year under review

Directors Responsibility Statement

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confrmed that:

i. in the preparation of the annual accounts for the financial year ended March 31, 2011, the applicable accounting standards have been followed and that there are no material departures from the same;

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

iii. the Directors have taken proper and sufficient care to the best of their knowledge and ability 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 detecting fraud and other irregularities; and

iv. the Directors have prepared the accounts for the financial year ended March 31, 2011 on a going concern basis.

Acknowledgement

Your Directors wish to place on record their appreciation to the employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to achieve remarkable growth. The Board also acknowledges the unstinted support of the customers, suppliers, investors, bankers, Central and State Governments and other statutory authorities and others associated with the Company.

On behalf of the Board of Directors

Sd/-

Satyanarayan Sharma

Managing Director

Mumbai, May 30, 2011


Mar 31, 2010

The Directors have the pleasure in presenting the Twentieth Annual Report on the business and operations of the company together with the audited statement of accounts for the year ended March 31, 2010.

Performance of the Company

Your Companys performance for the year 2009-10 is as summarized below: (Rs. In lacs)

Particulars Year Ended 31-03-2010 Year Ended 31-03-2009

Total Income 1504.03 1368.07

Total Expenditure 1362.48 1230.48

Profit Before Tax 141.54 137.59

Provision for Tax 46.57 46.96

Profit/Loss After Tax 94.97 90.63

Add: Surplus brought forward during the year 560.63 521.43

Profit available for

Appropriations 655.61 612.07

Appropriations:

-Transfer to General Reserve 0.00 25.00 -Proposed Dividend 62.74 22.59

-Dividend Distribution Tax on Proposed Dividend 10.42 3.84

Surplus carried forward 582.44 560.63

Results of Operations

During the year under review, your company has done reasonably well, in spite of depressive market condition ob- served globally throughout the year. The turnover has registered growth at 10% higher as compared to previous year. Due to operational efficiency at every stage, sharp focus on marketing strategy and stringent internal cost control systems, the Company had 5% higher net profit as compared to the previous year.

Dividend

Your Directors recommend dividend of 5% i.e. Rs 0.50 on equity share of Rs.10/- each for the year under review. The dividend distribution would result in a cash outflow of Rs.73,16,559/-, including tax on dividend distribution of Rs.10,42,109/-.

Issue of Warrants convertible into Equity Shares on Preferential Basis

The company has issued 7,500,000 share warrants convertible into 7,500,000 equity shares of Rs.10/- each at a pre- mium of Rs.34/- to its promoters and others on preferential basis, convertible within 18 months, vide special resolu- tion passed at extra ordinary general meeting held on July 2, 2010.

Acquisition of Land

In September 2009, the company had booked a land admeasuring 38,700 sq. meters at Survey No. 42 (2.93) Hissa No.l, Vill. Aronda, Chamybar Galwi, Tal. Sawantwadi, Dist. Sindhudurga, Maharashtra for the purpose of develop- ment of Medical Tourism at the site.

Management Discussion and Analysis

The Indian economy, which was under severe slowdown during 2008-09 following the global financial crisis, turned around sharply from second quarter of 2009-10 registering GDP growth of around 7% during the year 2009-10. The broad base growth was recorded in the industrial as well as service sector. It is expected that the economy will go back to the robust growth path of around 9% that it was on before the global crisis slowed it down in 2008.

However the current year under review has been challenging for the Indian hotel industry. This is due to a multiplic- ity of factors i.e. US & Greece financial crisis, inflationary trend, swine flu pandemic, slow rate of GDP and fears of erratic and insufficient monsoons. India has emerged as one of the worlds leading as well as most robust and resilient economies. The country has coped successfully with the challenge of the recent economic and financial crisis as well as recession worldwide. The last two quarters of the year has witnessed a gradual recovery in the hospitality sector.

Both FTA and FEE picked up in last quarter of 2009-10 as compared to corresponding period of the previous year. The market size of medical tourism in India is worth US$ 2.4 billion and is growing at 27 per cent annually. The coun- try received 1.1 million medical tourists in 2009, registering a growth of 17 per cent. The travel and tourism industry accounted for 6.4% of total employment in India and it is estimated to grow to 10% by the year 2014, making it the second largest employer in the country.

Outlook

Combining unparallel growth prospects and unlimited business potential, the industry is certainly on foyer towards being a key player in the nations changing face. Furthermore, banking on the governments initiative of upgrading and expanding the countrys infrastructure like airports, national highways etc. the tourism and hospitality industry is bound to get a bounce in its growth.

The Indian hospitality industry is projected to grow at a rate of 8.8 per cent during 2007-16, placing India as the second-fastest growing Promotional efforts by the Government have succeeded in communicating the Brand India message worldwide tourism market in the world. Your company is capitalizing on the opportunities available in the industry and thus for its expansion plan 75,00,000 warrants convertible into equity shares have been issued. Your company is conducting initial feasibility study for acquiring / developing new properties in the Maharashtra-Goa region

Key Risks and its Management

The goal of Risk management is to improve the quality and consistency of the Companys earning from the financing business and to minimize losses. This is achieved by identifying risk and controlling it at the earliest.

Internal Controls and their Adequacy

The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and that the transactions are authorized, recorded and reported correcdy.

Corporate Social Responsibility

An Internal Environment Policy was finalized by Suave with a view to monitoring and minimizing its carbon footprint through resource efficiency and conservation.

Cautionary Statement

Statements made in this Management Discussion and Analysis contain certain forward looking statements based on various assumptions on the Companys present and future business strategies and the environment in which it oper- ates. Actual results may vary significantly from the forward looking statements contained in this document due to various risks and uncertainties. These risks and uncertainties include the effect of economic and political conditions in India, new government regulations and policies that may impact the Companys business as well as its ability to implement the strategy. The information contained herein is as of the date referred and the Company does not un- dertake any obligation to update these statements.

Listing of Shares

The Equity Shares of your Company are listed on the Bombay Stock Exchange Limited.

Public Deposits

During 2009-10, your company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act,1956.

Directors

Mr. Sameer Sharma and Mr. Vinod Gupta retire by rotation and being eligible, offers for re-appointment. Pursuant to clause 49(g) (1) of the Listing Agreement with the Stock Exchanges, brief resume of the Directors being reappointed has been provided in the Notice convening the Annual General Meeting.

Mr. Mohan Arvandekar was appointed as Additional Director of the Company at the Board meeting held on May 15, 2010 and holds office till ensuing Annual General Meeting and being eligible, offers himself for reappointment at the ensuing Annual General Meeting.

Mr. Anwar Beg Mirza has resigned from the Board of Directors with effect from May 15, 2010. The Board places on record their appreciation for the valuable contributions made by Mr. Anwar Beg Mirza during his tenure as the Direc- tor of the Company.

Auditors Report

The Auditors Report to the Shareholders does not contain any qualifications hence does not require any comments on the same. A company, whose securities are listed on the Stock Exchanges, is compulsorily required to follow the accounting standards prescribed by the Institute of Chartered Accountants of India.

Auditors

M/s. S. K. Patodia & Associates, Chartered Accountants, the Statutory Auditor of the company will cease to be the auditor at the conclusion of the ensuing Annual General Meeting and they have not offered themselves to be reap- pointed as an auditor. In this regard the company has received a notice from a shareholder proposing the name of

M/s. A. P. San2giri & Co. Chartered Accountants, as auditor in place of M/s. S.K. Patodia & Associates, Chartered Accountants. Members may consider the appointment of M/s. A. P. Sanzgiri & Co., Chartered Accountants as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting to the nest Annual General Meeting.

Particulars of Employees

There were no employees drawing remuneration more than prescribed under Section 217 (2A) of the Companies Act, 1956.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

In view of the nature of activities which are being carried on by the company, Rules 2A and 2B of the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the company. Further, there were no foreign exchange earn- ings or outgo during the year under review.

Corporate Governance Report

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A report on the corporate governance practices, the Auditors Certificate on compliance of mandatory requirements thereof are given as an annexure to this report.

Directors Responsibility Statement

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

i. in the preparation of the annual accounts for the financial year ended March 31, 2010, the applicable accounting standards have been followed and that there are no material departures from the same;

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

iii. the Directors have taken proper and sufficient care to the best of their knowledge and ability 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 detecting fraud and other irregularities; and

iv. the Directors have prepared the accounts for the financial year ended March 31, 2010 on a going concern basis.

Acknowledgement

Your Directors wish to place on record their appreciation to the employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to achieve re- markable growth. The Board also acknowledges the unstinted support of the customers, suppliers, investors, bankers, Central and State Governments and other statutory authorities and others associated with the Company.

On behalf of the Board of Directors

Sd/-

Satyanarayan Sharma

Managing Director

Mumbai

August 14, 2010

 
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