Directors Report of Polo Hotels Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report of the Company together with its Audited Statement of Profit and Loss for the year ended March 31, 2014 and the Balance Sheet as on that date:

FINANCIAL RESULTS

PARTICULARS Financial Year Financial Year Ending on 31.03.2014 Ending on 31.03.2013 Financial Year Financial Year (Rs. In Lacs) (Rs. In Lacs)

Total Income 82.76 82.71

Profit before Interest, Dep. & Tax 76.05 76.06

Less:- Interest 27.77 36.58

Profit/ (Loss) before Depreciation & Tax 48.28 39.48

Less:- Depreciation for the year 19.17 19.13

Net Profit/ (Loss) for the year 29.11 20.35

Less:- Provision for Tax 5.55 3.89

Net Profit/ (Loss) for the year 23.56 16.47

Loss brought forward 73.49 89.96

Total Loss carried to Balance Sheet 49.93 73.49

INCOME

The Total Income for the year ended March 31, 2014 at 82.76 Lakh was higher than that of the previous year.

The Hotel North Park owned by the Company has been leased out from 26th September, 2001 to M/s Hot Millions Food (P) Ltd., Chandigarh a well known chain of fast food and restaurant in the region and the company is receiving a regular rental income from same.

DEPRECIATION AND FINANCE COSTS

Depreciation for the year was lower at 19.17 Lakh as compared to 19.13 Lakh for the previous year.

PROFIT BEFORE TAX & EXCEPTIONAL ITEM

Profit before Tax for the year was at 29.11 Lakh, as compared to the previous year''s figure of 20.35 Lakh. Whereas due to loss brought forward, Loss carried to Balancesheet for the year was at (49.93) Lakh, as compared to the previous year''s figure of (73.49)Lakh.

BUSINESS OVERVIEW

The GDP growth in India during the year is estimated to have been around 4.7%. Inflation was at very high levels during the first half of the year, but has gradually come down to 6% by the end of the year. The Indian Rupee''s recent depreciation against the US$ has not been helpful in so far as it unexpectedly enhanced the effective cost of borrowings in $ for Indian corporates. In the Indian market, the impact of the economic slowdown, coupled with the very substantial increase in new hotel capacity across all the key markets, combined to put unprecedented pressure on revenue per available room for the sector. However, the new supply is an investment for the future and a facilitator for the much needed improvement in tourism-related infrastructure across the country. Thus, with the anticipated improvement in the domestic economic environment, the fortunes of the hospitality sector are expected to now improve.

The International tourists arrival, worldwide, have grown to 1.1 billion in 2013, 5% above 2012 and are forecast to grow at 4% to 4.5% in 2014.

The Foreign Tourist Arrival, in India, during 2013 was 6.85 million, which translates to a 4.1% growth over the previous year. Your Company is carrying out continues efforts to achieve sustainable and profitable growth.

LISTING

The shares of your company are listed at the Stock Exchange of Mumbai, Delhi and Ludhiana.

DIRECTORS

In accordance with the Companies Act, 2013, and the Articles of Association of the Company, your Director, viz. Mr. Abhey Ram Dahiya retires by rotation, and is eligible for re-appointment.

The Board recommends the re-appointment of Mr. Abhey Ram Dahiya.

In accordance with the Companies Act, 2013, and the Articles of Association of the Company, your Director, viz. Mr. Vikas Tibrewal retires by rotation, and is eligible for re-appointment.

The Board recommends the re-appointment of Mr. Vikas Tibrewal.

In accordance with the Companies Act, 2013, and the Articles of Association of the Company, your Director, viz. Mr. Pankaj Dahiya retires by rotation, but he has not offered himself to be appointed as Director, Hence He is Not eligible for re-appointment.

The Board Does not recommends the re-appointment of Mr. Pankaj Dahiya.

Mr. Kaushik Namji Maru was Appointed as Additional Director of the company in accordance with the provisions of the section 161 of the Companies Act, 2013 and he would hold office upto the date of this Annual General Meeting of the company. The Board recommends to appoint him as ordinary director of the Company.

Mr. Prem Dahiya was Appointed as Additional Director of the company in accordance with the provisions of the section 161 of the Companies Act, 2013. He would hold office upto the date of this Annual General Meeting of the Company.

The Board recommends to appoint him as ordinary director of the company.

As per the provision of Section 149 and other applicable provisions, if any, of the Companies Act, 2013, Mr. Kaushik Namji Maru, Mr. Prem Dahiya, are proposed to be appointed as Independent Directors of the Company.

Your approval for their appointments as Directors has been sought in the Notice convening the Annual General Meeting of the Company.

Mr. Vivek Sama has resigned from the directorship of the Company on 24.03.2014. The Board places on record its appreciation for the contribution made by Mr. Vivek Sama during his tenure as Director.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors, based on the representations received from the Operating Management, hereby confirms that:

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

ii. it has in the selection of the accounting policies, consulted the Statutory Auditors and has applied them consistently and made judgements 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 the loss of the Company for that period;

iii. it has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records; and

iv. it has prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance, form part of the Annual Report.

AUDITORS At the Annual General Meeting, the Members will be requested to re-appoint Ashwani K. Gupta & Associates, Chartered Accountant (Firm No. FRN 003803N ),as Auditors for a period of three years commencing from the conclusion of this Annual General Meeting upto the conclusion of the 33rd Annual General Meeting, subject to ratification of the Members at every meeting and authorise the Board of Directors to fix their remuneration.

PARTICULARS OF EMPLOYEES

Nil, because during the year under report the company did not have any employee covered under Section 217(2A) of the Companies Act, 1956.

ENERGY, CONSERVATION AND TECHNOLOGY ABSORPTION

Not applicable, because the company is not a manufacturing company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Nil, because your company has neither earned any foreign exchange nor it has incurred any expenditure in foreign exchange during the year under report.

ACKNOWLEDGEMENT

The Directors express their deep sense of appreciation for the contribution made by the employees to the significant improvement in the operations of the Company.

The Directors also thank all their stakeholders including Members, customers, lenders, vendors, business partners, the Government of India and overseas for their continued co-operation and support.

Place: Panchkula (A.R.Dahiya) Dated: 14.08.2014 Chairman

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Mar 31, 2013

To The Members of Polo Hotels Ltd.

The Directors have pleasure in submitting their 29th Annual Report together with audited accounts for the year ended on 31st March, 2013.

Financial Results

Financial Year Financial Year

PARTICULARS Ending on 31.03.2013 Ending on 31.03.2012

(Rs. In Lacs) (Rs. In Lacs)

Gross Income 82.71 77.86

Profit before Interest, Dep-. & Tax 76.06 73.47

Interest 36.58 35.70

Profit/ (Loss) before Depreciation & Tax 39.48 37.77

Depreciation for the year 19.13 17.86

Net Profit/ (Loss) for the year 20.35 19.91

Provision for Tax 3.68 3.68

Net Profit/ (Loss) for the year 16.47 16.23

Loss brought forward 89.96 106.19

Total Loss carried to Balance Sheet 73.49 89.96



OPERATIONS

The Hotel North Park owned by the Company has been leased out from 26th September, 2001 to M/s Hot Millions Food (P) Ltd. Chandigarh a well known chain of fast food and restaurant in the region and the company is receiving a regular rental income.

DIRECTORS

Sh. Amardeep Singh Dahiya, Director of the company is retiring at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment.

The Board recommends the re-appointment of Sh. Amardeep Singh Dahiya.

Sh. Devender Jain, Director of the company is retiring at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment.

The Board recommends the re-appointment of Sh. Devender Jain.

Sh. Gurmukh Singh, Director of the company is retiring at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment.

The Board recommends the re-appointment of Sh. Gurmukh Singh.

AUDITORS

M/s Ashwani K. Gupta & Associates, Chartered Accountant are the present auditors of the company. In terms of the provisions of Section 224 of the Companies Act, 1956, they would retire at the forthcoming 29th Annual General Meeting of the company, Being eligible, they have offered themselves for re- appointment. The Board recommends their re-appointment as auditors of the company for the financial year 2013-14.

II RECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, it is hereby stated:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment 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 & loss of the Company for that period.

iii) That Director had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the annual accounts on a going concern basis.

LISTING

The shares of your company are listed at the Stock Exchange of Mumbai, Delhi and Ludhiana.

CORPORATE GOVERNANCE

The company has complied with the guidelines of SEBI on the matters relating to Corporate Governance. Additional report in this regard is furnished separately.

SEGMENT WISE OR PRODUCT WISE PERFORMANCE

The company''s only venture Hotel North Park has been given on lease, Hence no segment wise reporting is required.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The company ensures existence of adequate internal control and procedure at various levels in the company commensurate with the size of the company and the nature of its business.

PARTICULARS OF EMPLOYEES U/S 217 (2 A) OF THE COMPANIES ACT, 1956

Nil, because during the year under report the company did not have any employee covered under Section 217(2 A) of the Companies Act, 1956.

ENERGY, CONSERVATION AND TECHNOLOGY ABSORPTION

Not applicable, because the company is not a manufacturing company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Nil, because your company has neither earned any foreign exchange nor it has incurred any expenditure in foreign exchange during the year under report.

Acknowledgement

The Directors take this opportunity to thank the company staff members for their continued support dedication and co-operation extended to the company. The Board also thanks its shareholders for the trust reposed by them in the company.



Sd/-

Place: Panchkula (A.R.Dahiya)

Date: 12.08.2013 Chairman

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Mar 31, 2012

To The Members of Polo Hotels Ltd.

The Directors have pleasure in submitting their 28th Annual Report together with audited accounts for the year ended on 31st March, 2012.

Financial Results

Financial Year Financial Year PARTICULARS Ending on Ending on 31.03.2012 31.03.2011 (Rs. In Lacs) (Rs. In Lacs)

Gross Income 77.86 71.67

Profit before Interest, Pep. & Tax 73.47 66.09

Interest 35.70 28.99

Profit/(Loss) before Depreciation & 37.77 37.10 Tax

Depreciation for the year 17.86 17.84

Net Profit/ (Loss) for the year 19.91 19.26

Provision for Tax 3.68 3.57

Net Profit/ (Loss) for the year 16.23 15.69

Loss brought forward 106.19 121.88

Total Loss carried to Balance Sheet 89.96 106.19

OPERATIONS

The Hotel North Park owned by the Company has been leased out from 26,h September, 2001 to M/s Hot Millions Food (P) Ltd. Chandigarh a well known chain of fast food and restaurant in the region and the company is receiving a regular rental income.

DIRECTORS

Sh. Abhey Ram Dahiya, Director of the company is retiring at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment.

The Board recommends the re-appointment of Sh. Abhey Ram Dahiya.

Sh. Vikas Tibrewal, Director of the company is retiring at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment.

The Board recommends the re-appointment of Sh. Vikas Tibrewal.

Sh. Manbeer Choudahry was Appointed as Additional Director of the company in accordance with the provisions of the section 260 of the Companies Act, 1956. He would hold office upto the date of this annual general meeting of the company

The Board recommends to appoint him as ordinary director of the company.

Sh. Vivek Sama was Appointed as Additional Director of the company in accordance with the provisions of the section 260 of the Companies Act, 1956. He would hold office upto the date of this annual general meeting of the company

The Board recommends to appoint him as ordinary director of the company.

AUDITORS

M/s Ashwani K. Gupta & Associates, Chartered Accountant are the present auditors of the company. In terms of the provisions of Section 224 of the Companies Act, 1956, they would retire at the forthcoming 28th Annual General Meeting of the company, Being eligible, they have offered themselves for re- appointment. The Board recommends their re-appointment as auditors of the company for the financial year2012-13.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, it is hereby stated:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment 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 & loss of the Company for that period.

iii) That Director had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the annual accounts on a going concern basis.

LISTING

The shares of your company are listed at the Stock Exchange of Mumbai, Delhi and Ludhiana.

CORPORATE GOVERNANCE

The company has complied with the guidelines of SEBI on the matters relating to Corporate Governance. Additional report in this regard is furnished separately.

PARTICULARS OF EMPLOYEES U/S 217 (2 A) OF THE COMPANIES ACT, 1956

Nil, because during the year under report the company did not have any employee covered under Section 217(2 A) of the Companies Act, 1956.

ENERGY, CONSERVATION AND TECHNOLOGY ABSORPTION

Not applicable, because the company is not a manufacturing company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Nil, because your company has neither earned any foreign exchange nor it has incurred any expenditure in foreign exchange during the year under report.

Acknowledgment

The Directors take this opportunity to thank the company staff members for their continued support dedication and co-operation extended to the company. The Board also thanks its shareholders for the trust reposed by them in the company. Sd/-

Place : Panchkula (A.R.Dahiya)

Date : 25.08.2012 Chairman

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Mar 31, 2010

The Directors-have pleasurein submitting their 26th Annual Report together with audited accounts for the year ended on 31st March, 2010.

Financial Results

Financial Year Financial Year PARTICULARS Ending on Ending on 31.03.2010 31.03.2009 (Rs. In Lacs) (Rs. In Lacs)

Gross Income 71.42 66.76

Profit before Interest, Pep. & Tax 64.47 60.03

Interest 26.60 33.22

Profit/ (Loss) before Depreciation & Tax37.87 26.81

Depreciation for the year 19.82 23.73

Net Profit/(Loss) for the year 18.05 3.08

Provision for Tax 2.79 0.34

Net Profit/ (Loss) for the year 15.26 2.74

Loss brought forward 137,15 139.79

Total Loss carried to Balance Sheet 121.88 137.15

OPERATIONS

The Hotel North Park the only venture of the Company has been leased out from 26th September, 2001 to M/s Hot Millions Food (P) Ltd, Chandigarh a well known chain of fast food and restaurant in the region and the company is receiving a regular rental income.

DIRECTORS

Sh. Devender Jain, Director of the company is retiring at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment.

The Board recommends the re-appointment of Sh. Defender Jain.

Sh. Amardeep Dahiya, Managing Director of the company is retiring at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment.

The Board recommends the re-appointment of Sh. Amardeep Dahiya.

Sh. Amardeep Dahiya, Managing Director of the company is managing the affairs of the company and rendering his services as Managing Director of the company since 30.07.2005. The Board of Directors of the company have appointed him as Managing Director of the company at their meeting held on 31.07.2010 for a further period of 5 years w.e.f. 01.08.2010 subject to approval of Shareholders at their

forthcoming Annual General meeting. The remuneration of Sh. Amardeep Dahiya Managing Directors of the company has been recommended Rs. 50,000/- per months and other perks within the limit prescribed under Schedule XIII and other applicable provisions of Act Companies Act or any other applicable statute and subject to the approval of Shareholders at their forthcoming Annual General meeting.

AUDITORS

M/s Ashwani K. Gupta & Associates, Chartered Accountant are the present auditors of the company. In terms of the provisions of Section 224 of the Companies Act, 1956, they would retire at the forthcoming 26th Annual General Meeting of the company, Being eligible, they have offered themselves for re- appointment. The Board recommends their re-appointment as auditors of the company for the financial year 2010-11.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section:217 (2AA) of the Companies Act, 1956, it is hereby stated:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment 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 & loss of the Company for that period.

iii) That Director had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the annual accounts on a going concern basis.

LISTING

The shares of your company are listed at the Stock Exchange of Mumbai, Delhi and Ludhiana.

However, the company has applied for delisting of its shares from the Stock Exchange of Delhi & Ludhiana.

CORPORATE GOVERNANCE

The company has complied with the guidelines of SEBI pn the matters relating to Corporate Governance. Additional report in this regard is furnished separately.

MANAGEMENT DISCUSSION ANDANALYSIS:

The trends in the Hotel and Hospitality industry in Panchkula are mixed. While on one overall size of the market has increased but competition has increased as one nfcw hotel and several restaurant and banquet halls have come up in the territory. The increase in size of the market provides an opportunity while the competition is of course a threat and adequate measures for maintaining the clientele is required.

The Companys only venture Hotel North Park has been given ori lease w.e.f. 26.09.2001 to M/s Hot Millions Food (P) Ltd. Chandigarh, a well known Restaurants and Fast Food chain in the region and the company is receiving a regular rental income.

The company proposes to expand its business activities and venture into the entertainment and amusement business. For this purpose the company is planning to construct a Hotel & Hospital adjoining the Hotel North Park.

SEGMENTWISE OR PRODUCT WISE PERFORMANCE

The companys only venture Hoteli North Park has been given on lease, Hence no segment wise reporting is required.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The company ensures existence of adequate internal control and procedure at various levels in (he company commensurate with the size of the company and the nature of its business,

PARTICULARS OF EMPLOYEES U/S217 (2A) OF THE COMPANIES ACT, 1956

Nil, because during the year under report the company did not have any employee covered under Section 217(2A) of the Companies Act, 1956.

ENERGY, CONSERVATION AND TECHNOLOGY ABSORPTION

Not applicable, because the company is not a manufacturing company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Nil, because your company has neither earned any foreign exchange nor it has incurred any expenditure in foreign exchange during the year under report.

ACKNOWLEDGEMENT

The Directors take this opportunity to thank the company staff members for their continued support dedication and co-operation extended to the company. The Board also thanks its shareholders for the trust reposed by them in the company.

Place: Panchkula (A,R.Dahiya)

Dated: 16.08.2010 Chairman