Directors Report of Le Waterina Resorts & Hotels Ltd.

Mar 31, 2015

Dear Members,

Your Company,s Directors are pleased to present the 28thAnnual Report of the Company, along with Audited Accounts, for the Financial Year ended 31st March 2015

FINANCIAL RESULTS

The Company,s financial performance for the year ended 31st March 2015 is summarized below. Segment wise reporting as per Accounting Standards AS-17 is not applicable to your Company, since your Company is engaged in the activity of single segment only.

Year ended Year ended Particulars 31.03.2015 31.03.2014 (In Rs) (In Rs)

Revenue from operations 9,04,63,645 11,08,04,508

Total Expenses 12,23,88,184 10,95,80,600

Finance Cost 1,74,69,084 66,21,579

Depreciation and amortization 1,98,98,790 1,54,50,939 expenses

Profit / Loss Before tax (3,18,76,227) 12,23,908

Tax Expenses 3,419 3,78,850

Current tax 0 4,59,413

Deferred Tax 3,419 (80,563)

Profit / Loss After tax (3,18,79,646) 8,45,058

Earnings per share

Basic & Diluted (0.48) 0.01

STATE OF COMPANY,S AFFAIRS AND OUTLOOK

Due to slowdown and sluggishness of business few of our main clients closed down their business and relocated at some other territory as advantageous to them. Consequently the occupancy rate of our hotel has been gradually fell down so the company started incurring operational cash loses.

The Board of Directors of the company keeping in view the ongoing economic recession at their meeting held on September 01, 2015 discussed on various possibilities to further develop, improve and expand the business by adopting all ameliorative measures to increase the profitability and overall performance of the company including discussion of various business proposals received in the industry. Accordingly it was decided to carryout overall reconstruction of the entire business operations including financial rearrangement mainly to reduce the operational and financial cost by infusing fresh equity, funding if any from present management / new investors and which may need the concurrence and approval of the shareholders. In this regard the Managing Director have been authorised to take suitable action for the best interest of the Company and stakeholders.

EXTRACT OF ANNUAL RETURN

An Extract of Annual Return (as provided in Section 92(3) of the Companies Act, 2013) in Form MGT-9 as on 31st March 2015 is attached as Annexure - 1 to this report

DIRECTORS, RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013

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

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 31st March 2015 and of the profit of the Company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safe guarding the assets of the Company and . for preventing and detecting fraud and other irregularities;

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

v. the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL, CHANGES DURING THE FINANCIAL YEAR AND UP TO THE DATE OF THIS REPORT

The Company is managed by Shri Sanjay Jalan (DIN-00625845) Managing Director under strict supervision of the Board of Directors. As on the end of the Financial year, the Board of Directors of the Company consists of Shri Sanjay Jalan (DIN-00625845), Shri.Parthiban Balasubramanian (DIN-02543040) and Shri.Aditya Jalan (DIN-01219308),

Shri.Aditya Jalan (DIN-01219308) was co-opted as an additional Director of the Company with effect from August 27, 2014 and his appointment was regularized at the 27th Annual General Meeting held on September 30, 2014. The appointment of all the Independent Directors of the Company Shri.Aditya Jalan (DIN-01219308), Shri.Parthiban Balasubramanian (DIN-02543040) and Shri.Jaganath Jothi (DIN- 03312131) were appointed by the shareholders at the Annual General meeting as required under Section 149(10) for a period of Five years. They are not liable to retire by rotation

Smt.Duraiswamy Tripura Sundari, (holding DIN:07155172) and Shri.Rajavelan Krishnan Nallan (holding DIN:07155177), were co-opted as an Additional Directors [Non-Executive-Independent] of the Company with effect from April 11, 2015 pursuant to Section 161 of the Companies Act, 2013 read with in terms clause 49 of the Listing Agreement. Smt.Duraiswamy Tripura Sundari, (holding DIN:07155172) as Women Director and Shri.Rajavelan Krishnan Nallan (holding DIN:07155177),holds office of Directors upto the date of ensuing Annual General Meeting. The Board of Directors based on the recommendation of Nomination and Remuneration Committee, have recommended the re-appointment of Smt.Duraiswamy Tripura Sundari, (holding DIN:07155172) and Shri.Rajavelan Krishnan Nallan (holding DIN:07155177), at the ensuing Annual General Meeting.

Further Shri Rajiv Bhatia (DIN- 02702964) .Shri.Jaganath Jothi (DIN-03312131) and Shri.Parthiban Balasubramanian(DIN-02543040) were resigned due to personal reasons with effect from August 22, 2014, October 01, 2014 and April 11, 2015 respectively. Your Directors wishes to express their sincere appreciation for the valuable services rendered by them during their tenure as Directors of the Company.

Further, in terms of section 203 of the Companies Act, 2013 and read Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company shall have whole-time key managerial personnel. Necessary steps being initiated to recruit Chief Financial Officer and Company Secretary.

NUMBER OF MEETINGS OF THE BOARD

During the year, 06 (Six) meetings of the Board of Directors were held on 30.05.2014, 12.08.2014, 22.08.2014, 10.11.2014, 14.02.2015 and 27.03.2015. The details of the meetings are furnished below. In respect of all such meetings proper notices were given and the proceedings were properly recorded and signed in the minutes book maintained for the purpose. The intervening gap between any two meetings was within the period prescribed under the companies Act,2013

The Composition of Board, attendance at Board Meeting, last Annual General Meeting (AGM) and details of memberships of Director,s in Boards and Board Committees held by them are as follows:

Name of the Designation & No. of Board Attendance Director Category Meetings in of Last the year AGM

Held Atte- nded

Sanjay Jalan Managing Director, 06 06 Yes Executive

Aditya Jalan Director, Independent 04 04 Yes & Non Executive

Parthiban Director, Independent 06 05 Yes Balasubramaniam & Non Executive

Jaganath Jothi Director, Independent 03 03 Yes & Non Executive

Rajiv Bhatia Director, Independent 02 - No & Non Executive

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges

SEPARATE MEETING FOR INDEPENDENT DIRECTORS

In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on August 22, 2014

APPOINTMENT AND REMUNERATION POLICY

The Company's policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act is attached to this reports Annexure-2

POLICY FOR PREVENTION OF SEXUAL HARASSMENT

As a part of the policy for Prevention of Sexual Harassment in the organisation, the Company has in place an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of women at work place in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and relevant rules there under. No complaints were received by the Committee during the period under review.

AUDITORS AND AUDITORS, REPORT

STATUTORY AUDITOR

At the Annual General Meeting of the Company held on September 30, 2014, M/s.N.Balasubramanian Associates, Chartered Accountants, (Registration No.FRN 003555S), having office at No 50, Mandapam Road, Kilpauk, Chennai, 600010 were reappointed as the Statutory Auditors of the Company for a period of 3 years which is subject to annual ratification by the members of the Company in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. Accordingly, the appointment of M/s.N.Balasubramanian Associates, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The Audit committee and the Board of Directors recommend the ratification of appointment of M/s.N.Balasubramanian Associates, Chartered Accountants as Auditors and to fix their remuneration. The members may ratify the appointment of M/s.N.Balasubramanian Associates, Chartered Accountants, as the Statutory Auditors of the Company for the financial year 2015- 16.

SECRETARIAL AUDITOR

The Board has appointed Mr.V.S.Sowrirajan, Company Secretary in Practice, to conduct Secretarial Audit for the Financial Year 2014 - 2015. The Secretarial Audit Report for the Financial Year 2014 - 2015 is attached as Annexure - 3 to this report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE SECRETARIAL AUDITORS IN THEIR REPORTS

STATUTORY AUDITOR

A. With regard to Outstanding Statutory dues of Rs.77,74,411/-, your Directors state that the Company is making all efforts to clear the statutory dues in course of time.

B. With regard to Repayment of Principal and Interest due to Vijaya Bank for Rs.97,34,541/- your Directors state that the company in the process to carryout overall reconstruction of the entire business operations including financial rearrangement mainly to reduce the operational and financial cost by infusing fresh equity, funding if any from present management / new investors and which may need the concurrence and approval of the shareholders. There is also plan to raise funds through personal source of the Managing Director for the clearing the overdues of the bank.

SECRETARIAL AUDITORS

Secretarial Auditors has made certain observations in their report with regard to non filing of some forms which various statutory authorities which are mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the company would ensure in future that all the provisions are complied to the fullest extent. The Secretarial Audit Report is self Explanatory.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Since the related party entered by the Company were in the Ordinary course of business and at Arm,s Length Pricing basis for AOC - 2 is not applicable to the Company.

DIVIDEND AND TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

No Dividend was declared for the current financial year in view of loss. For the financial year ended 31st March, 2015, the Company has not proposed to carry any amount to General Reserve Account.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Your Directors report under Section 134(3)(l) of the Companies Act, 2013 that there have been no material changes and /or commitments incurred in the period from 31st March 2015 till the date of drafting of this Directors, Report, have material effect on the Financial position of the Company, except that the Banker of the Company Vijaya Bank, Egmore Branch has issued a demand notice dated 20/04/2015 calling upon the Company to repay the outstanding amount of Rs.13,23,37,161/- together with future interest from 01/10/2015 within 60 days. The Company being failed to repay the amount, the banker has issued possession notice of the property "Le Waterina Resorts" situated at Sriperumbuthur Village, Tamilnadu owned by the Managing Director and given on Joint management to the Company.

CHANGE OF NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year ended 31st March, 2015

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

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure 'B, hereto and forms part of this Report

A. CONSERVATION OF ENERGY:

(i) Steps taken or impact on conservation of energy: The use of energy is being optimized through improved operation methods.

(ii) Steps taken by the Company for utilizing alternative sources of energy: In 2014-15, the Company spent considerable amount on LED light bulbs and have replaced the existing light bulbs to conserve energy. This will also reduce energy bills in the forthcoming months.

(iii) The capital investment on energy conservation investments: In 2014-15, the Company spent 12 lakhs on LED light bulbs and have replaced the existing light bulbs to conserve energy

B. TECHNOLOGY ABSORPTION: Not applicable

C. FOREIGN EXCHANGE EARNINGS AND OUTGO: There were no foreign exchange earnings and outgo during the period under report.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not meet the criteria laid down in Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 hence there is no requirement of constituting Corporate Social Responsibility Committee.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the listing agreement, Independent Directors at their meeting without the participation of the Non-Independent directors and management, considered and evaluated the Board,s performance and other non-independent directors.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint Ventures or Associate Company. Hence the requirement of presenting the consolidated financial statements in Annual Report is not applicable

DEPOSITS FROM PUBLIC

During the year under review, your company did not accept any deposits within the meaning of provisions of Chapter V Acceptance of Deposits by the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROLS

The details of the Internal Control system and their adequacy are provided in the Management Discussion and Analysis Report which forms part of this report

AUDIT COMMITTEE

The Audit Committee of the Company comprises of three Independent Directors. The Audit Committee met five times during the financial year 2014 - 2015 i.e on 30.05.2014, 12.08.2014, 22.08.2014, 10.11.2014 and 14.02.2015. Attendance and other details of the Audit Committee are as follows:

No. Meetings SI. Name of the Director Position No. Held Attended

Parthiban 1 Balasubramamam Chairman 05 04

2 Jaganath Jothi Member 03 03

3 Aditya Jalan Member 03 03

4 Rajiv Bhatia Member 05 -

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company comprises of three Independent Directors. Jaganath Jothi (Chairman), Shri.Parthiban

Balasubramaniam and Shri.Aditya Jalan(Member). Two Committee meeting were held on August 22, 2014 and March 27, 2015 during the financial year 2014 - 2015.

No. Meetings SI. Name of the Director Position No. Held Attended

1 Jaganath Jothi Member 01 01

2 Parthiban Chairman 02 02 Balasubramamam

3 Aditya Jalan Member 01 01

The Committee was constituted to determine and recommend payment of remuneration to executive directors. The committee shall also identify the persons, who are qualified to become directors of the Company and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the board their appointment/removal and to carry out evaluation of directors' performance and perform such other functions as may be necessary.

STAKE HOLDERS, RELATIONSHIP COMMITTEE

The Stake Holders, Relationship Committee (Share Transfer Committee) of the Company comprises of three Independent Directors. The Committee met 2 times during the financial year 2014 - 2015. i.e on 21.05.2014 and 02.09.2014. Attendance and other details of the Stake Holders, Relationship Committee are as follows:

No. Meeting SI. Name of the Director Position No. Held Attended

1 Parthiban Chairman 02 02 Balasubramamam

2 Jaganath Jothi Member 02 02

3 Aditya Jalan Member 01 01

4 Rajiv Bhatia Member 01 -

The Committee overseas and reviews all matters connected with the transfer of the Company,s Securities, approves issue of duplicate share certificates, monitor,s investors, grievances like non-receipt of dividend, non-receipt of Annual Report, change of address etc and perform such other functions as may be necessary. During the year the Company received Nil complaints from investors.

REGISTRARS AND SHARE TRANSFER AGENTS

M/s.Integrated Enterprises (India) Ltd., No.1, Ramakrishna Street, Kences Towers, II Floor, T. Nagar, Chennai 600 002, Phone No.044-28140801 & 02, Fax No. 28142479 Email: [e-mail]

SEBI COMPLIANTS REDRESSAL SYSTEM (SCORES)

SEBI has initiated SCORES for processing the investor complaints in a centralized web based redress system and online redressal of all the shareholders complaints. No Shareholders, complaint have been received through SCORES during the year.

COMPLIANCE OFFICER DETAILS AND ADDRESS FOR CORRESPONDANCE Shri.SanjayJalan,

Compliance Officer

Registered Office:: 1507, V.R.P. Chatram, Chennai, Bangalore National Highway, Sriperambuthur, Tamilnadu -602 105. Email:[e-mail]

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established Vigil Mechanism / Whist Blower policy for Directors and employees to report their genuine concern. Your company hereby affirms that no complaints were received during the year.

PARTICULARS OF EMPLOYEES

Details pursuant to Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report and are annexed herewith as Annexure - 4

No employees of the company drawing remuneration in excess of the limit specified under Rule5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

CORPORATE GOVERANCE

Pursuant to Securities and Exchange Board of India,s Circular No.CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, the Clause 49 of the Listing Agreement shall be applicable to all companies whose equity shares are listed on a recognized stock exchange. However, compliance with the provisions of Clause 49 shall not be mandatory, for the time being, in respect of Companies having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year. As our Company does not fall under the above criteria, Compliance Report on Corporate Governance as required under Clause 49 of the Listing Agreement have not been furnished.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015- 16 to Bombay Stock Exchange where the Company,s Shares are listed

FAMILIARISATION PROGRAMMES

At the time of their appointment, the Independent Directors are apprised of their role, duties and responsibilities in the Company. A detailed letter of appointment is also issued which set-outs the expectations of the Company, the rights, powers and liabilities of the Independent Directors and the policies of the Company to be adhered by them. Periodic presentations are made to the Independent Directors on the financial and operational performance of the Company, strategy and business plan, significant process improvements and material business developments among others. The Independent Directors are also regularly updated and informed about material regulatory and statutory developments affecting the Company.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS / COURTS

During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company,s operations in future

MEETING OF INDEPENDENT DIRECTORS

During the year, meeting of Independent Directors (without the presence of Executive Directors) was held on August 22, 2014 to review the performance of the Board as a whole on the parameters of effectiveness and to access the quality, quantity and timeliness of flow of information between the Company Management and the Board.

RECONCILATION OF SHARE CAPITAL AUDIT

Share Capital Audit was conducted by a Company Secretary in Practice, reconciling the issued and listed capital of the Company. The audit confirms that the total paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors of the Company has adopted a Code of Conduct for Directors and Senior Management and the same is posted on the Website of the Company.

APPRECIATIONS AND ACKNOWLEDGMENTS

Your Directors place on record their appreciation to employees at all levels for their dedication and commitment. Your Directors would also like to express their sincere appreciation for the assistance and co-operation received from the banks, financial institutions, Government Authorities, customers, vendors and members during the year under review.

By order of the Board of Directors For LE WATERINA RESORTS & HOTELS LIMITED

Place : Sriperumbuthur Sd/- Sd/- Date : 02.11.2015 Sanjay Jalan D. Tripura Sundari Managing Director Director (DIN-00625845) (DIN-07155172)

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Mar 31, 2014

THE MEMBER

The Directors have great pleasure in presenting the Twenty Seventh Annual Report together with Audited Accounts of the Company for the year ended 31st March 2014 and the Auditors'' report thereon.

Financial Results (Amount In Rs.)

Particulars 2013-2014 2012-2013

Total Income 11,08,04,508.00 11,59,85,022.00

Expenditure 10,95,80,600.00 11,15,39,526.00

Profit before interest, 2,32,96,426.00 1,72,71,983.00 depreciation and taxes

Less:

Depreciation 1,54,50,939.00 75,79,348.00

Profit/(Loss) before Tax 12,23,908.00 44,45,496.00

Less: Provision for

Current Tax 4,59,413.00 18,33,544.00

Deferred Tax (80,563.00) (2,38,532.00)

Fringe Benefit Tax Nil Nil

Profit/(Loss) after Tax 8,45,058.00 28,50,484.00

Balance carried to Balance sheet 8,45,058.00 28,50,484.00

Your Company has made a turnover of Rs.11,08,04,508/- as compared to Rs.11,59,85,022/- of previous year and has made a Profit after Tax of the Rs.8,45,058/- as compared to Rs. 28,50,484/- in the previous year.

Business Performances and Outlook

Your company has incurred capital expenditure for Health Care activities like Halotherapy and for renovating the hotel and expanding spas. As you are aware that this Halotherapy therapy is toally non medicinal and an add on treatment for all kinds of Lungs and Skin related ailments like Asthma, Bronchities, COPD, Eczema, Sinusitisis etc. and is beneficial to patients of all ages. There had been delays in the implementation of these projects. However, their potential for growth is very good.

There is tremendous growth potential for tourism related industry. The format and delivery of Indian hotel industry has evolved over the period of time in terms of the technology, eco friendly activities, pricing, market segmentation, regional preferences etc. Due to competitive market, the occupancy and room rates have been under tight leash for the present. However, our company expects the market to recover following the recovery in the economy in general.

Fixed Deposits / Loan & Advances

Your Company has not accepted any deposits from the public, or its employees during the year under review. Being the company does not have any subsidiary company/s the disclosure in pursuant to Clause 32 of the Listing Agreement, with regard to loans /advances and investments in its own shares by the listed companies, their subsidiaries, associates etc is not required.

Dividend

Your directors have not recommended any dividend during the financial year.

Subsidiaries / Joint Ventures

The company does not have any Subsidiaries and Joint Venture Company. Therefore the company is not required to present in its Annual Report, the consolidated financial statements of holding Company and all of its subsidiaries duly audited by its statutory auditors.

Insurance

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

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

Pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the required particulars are furnished below.

Conservation of energy:

Energy conservation continues to receive utmost priority and the Company monitors energy costs and reviews the consumption of energy on a regular basis. The Company wherever necessary also initiates appropriate measures to reduce consumption of electricity, including using Generator. It has closely monitored power consumption and running hours on day to day basis thus resulting in optimum utilization of energy. The hotel is fitted with energy saving devices to conserve energy in the long run.

Technology Absorption

The relevant particulars relating to technology absorption in terms of Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable as the hotel forms a part of the service industry and as such the Company does not have any significant manufacturing operations.

Research and Development:

Not Applicable

Foreign exchange earnings and outgo:

There are no Foreign exchange earnings and outgo during the year under review.

Particulars of Employees

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended. The industrial relations continued to be generally peaceful and cordial

Directors'' Responsibility Statement

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

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

b) the selected accounting policies were applied consistently and the Directors 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 the profit of the Company for the year ended on that date.

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the annual accounts have been prepared on a going concern basis internal Controls and their Adequacy:

The Company''s internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations which your Directors feel is sufficient for the Company''s performance.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Company''s Auditors confirming compliance forms part of this Report. The Managing Director and Chief Financial Officer of the Company have issued necessary certificate to the Board in terms of Clause 49(V) of Listing Agreement for the financial year ended March 31,2014.

Statement Pursuant To Listing Agreement

The company''s securities are listed with Bombay Stock Exchange Limited, Mumbai and Madras Stock Exchange Limited, Chennai and it has paid the respective annual listing fees up-to-date and there are no arrears.

Additional Disclosures

Management Discussion and Analysis Report, Corporate Governance Report, Segment report, and Related Party Disclosures provided elsewhere in the Annual Report form a part of this Report as required under the Listing Agreement entered into with the Stock Exchanges

Directors

The Company is managed by Shri.Sanjay Jalan, Managing Director, under strict supervision of the Board of Directors. The Board of Director of the Company consists of Shri.Sanjay Jalan, Shri.Parthiban Balasubramaniam and Shri.Jaganath Jothi and Shri.Aditya Jalan,

Shri.Aditya Jalan, (holding DIN: 01219308), was co-opted as an Additional Director of the Company with effect from August 22, 2014, pursuant to the provisions of section 260 of the Companies Act, 1956. He holds office of the Director up to the date of ensuing Annual General Meeting. Your Directors recommends the resolution in relation to appointment of Shri.Aditya Jalan, as a Director for the approval by the members of the Company.

The Company has also received the requisite disclosures/declarations from Shri.Parthiban Balasubramaniam, Shri.Jaganath Jothi and Shri.Aditya Jalan, stating that they meet with the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013. In terms clause 49 of the Listing Agreement, their tenure of office of independent Director has not been specified, therefore they shall hold office as Independent Director such till the conclusion of the ensuing AGM. Therefore the Board of Director proposed to appoint Shri.Parthiban Balasubramaniam, Shri.Jaganath Jothi and Shri.Aditya Jalan, as Independent Directors of the Company under the Companies Act, 2013 to hold office for 5 (Five) years.

Further Mr.Rajiv Bhatia, resigned due to personal reasons on August 22, 2014. Your Directors wishes to express their sincere appreciation for the valuable services rendered by the resigned Directors during his tenure as Director of the Company.

In terms of section 149(1) of the Companies Act, 2013 and clause 49 of the Listing Agreement the Every Listed Company should have at least One Women Director in the Board. Further, in terms of section 203 of the Companies Act, 2013 and read Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company shall have whole-time key managerial personnel. Your company taking every possible steps in this regard.

Profile of all these Directors under Clause 49 of the Listing Agreement with the Stock Exchanges in respect of Directors seeking appointment at the Annual General Meeting are provided in the Corporate Governance Report and in the Explanatory Statement to the Notice.

Auditors

M/s.N.Balasubramanian Associates, Chartered Accountants, (Registration No. FRN 003555S), Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from all of them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

Auditors'' Report

The Auditors'' Report to the members on the Accounts of the Company for the financial year ended March 31, 2014 does not contain any qualification.

Disclosures of Particulars of Constituting "Group" pursuant to Regulation 3 of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011.

Pursuant to an information from the promotes, the name of the promoters and entities comprising group as defined under Monopolies and restrictive Trade Practice (MRTP) Act, 1969, are as under for the purpose of the SEBI(Substantial Acquisition of Shares & Takeovers) Regulations, 2011.: Mr.Sanjay Jalan

Transfer to Investor Education and Protection Fund(IEPF)

There is no dividend which remained unclaimed by the members of the Company for a period exceeding 7years from its due date of payment and there is no unpaid or unclaimed dividends falling due during the year under review to be transferred to Investor Education and Protection Fund under section 125 of the companies Acct, 2013 read with the provisions of erstwhile Section 205C of the Companies Act, 1956.

Whistle Blower Policy

The Company does not have any whistle Blower Policy. However any employee, if he/she so desire, would have free access to meet senior level management and report any matter of concern.

Green Initiatives

Electronic copies of the Annual Report 2014 and Notice of the 27th AGM are sent to all members whose email addresses are registered with the company /Depository Participant(s).For members who have not registered their email addresses, physical copies of the Annual Report 2014 and the Notice of the 27th AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Rules 2014.The instructions for e-Voting is provided in the Notice

Acknowledgement

The Directors place on record their appreciation for the sincere and whole hearted co-operation extended by all concerned, particularly Securities & Exchange Board of India, Stock Exchanges, Department of Tourism, company''s bankers, Municipal authorities, Government of Tamilnadu, Central Government, suppliers, clients and staff and look forward to their continued support. The Directors also thank the Shareholders for continuing their support and confidence in the Company and its management.

For and Behalf of the Board For LE WATERINA RESORT & HOTELS LIMITED

Sanjay Jalan Managing Director

Sriperambudur, the 22nd day of August, 2014

Registered Office 1507, V.R.P.Chatram, Opp. Bharat Petroleum Bunk, Near Rajiv Gandhi Memorial, Chennai-Bangalore National Highway, Sriperambuthur, Tamilnadu-602105

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Mar 31, 2013

TO THE MEMBER

The Directors have great pleasure in presenting the Twenty Sixth Annual Report together with Audited Accounts of the Company for the year ended 31st March 2013 and the Auditors'' report thereon.

Financial Results

(Amount In Rs.)

Particulars 2012-2013 2011-2012

"Total Income 59351.00 12,33,04,106.00

Expenditure 11,15,39,526.00 11,27,97,180.00

Profit before interest, depreciation and 1,72,71,983.00 1,22,38,151.00 taxes

Less:

Depreciation 75,79,348.00 9,56,518.00

Profit/(Loss) before Tax 44,45,496.00 1,05,06,928.00

Less: Provision for

Current Tax 18,33,544.00 34,72,642.00

Deferred Tax (2,38,532.00) 98,662.00

Fringe Benefit Tax Nil Nil

Profit/(Loss) after Tax 28,50,484.00 69,35,623.00

Balance carried to Balance sheet 28,50,484.00 69,35,623.00

Your Company has made a turnover of Rs.11,59,85,022/- as compared to Rs.12,33,04,106/- of previous year and has made a Profit after Tax of the Rs. 28,50,484/- as compared to Rs.69,35,623/- in the previous year.

Business Performances and Outlook

Your Company have started a new division in Health care, called the "Dr. Lungs & Skin" - The Salt Therapy Clinique. This therapy is known as "HALOTHERAPY" and is quite popular in countries like Russia, Europe, and U.S.A. and are bringing now to India. Your Company have tied up with the world leaders in Halotherapy - "HALOMED UAB" from Russia, for all India region. This therapy is totally non medicinal and an add-on treatment for all kinds of Lungs and Skin related ailments like Asthma, Bronchitis, COPD, Eczema, Sinusitisis, etc and is beneficial to patients of all ages. We are now launching 3 clinics in Chennai and have plans to go pan India with 50 plus clinics in phases. Your Company anticipates a huge growth in this business of health care.

Today the tourism and hospitality industry in India contributes around 6.23 per cent to the national GDP and 8.78 per cent of the total employment in the country. The constant transformation has made the Indian hotel industry more functional and practical and has gained a level of acceptance world over. The standards of facilities and services offered have evolved over the last decade towards the extensive use of technology, environment friendly services, pricing, market segmentation, regional preferences, etc. The Indian hotel industry has seen a significant growth in room inventory across categories from upscale luxury to limited services and boutique & budget hotels. The occupancy and the room rates have seen continued gains both from the domestic and the international traveler in both the business and leisure segment. With the continued growth in India''s GDP, improvement in the per capita income and increased aspirational spending, the Indian hospitality sector is expected to grow faster than most countries around the world.

Fixed Deposits

Your Company has not accepted any deposits from public or its employee during the year under review.

Dividend

In order to conserve the liquid resources and enhance shareholders value, your directors have not recommended any dividend during the year under report.

Subsidiaries / Joint Ventures

There are no Subsidiaries and Joint Venture Company.

Insurance

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

STATUTORY STATEMENTS

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings And Outgo

Pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the required particulars are furnished below.

Conservation of energy:

Energy conservation continues to receive utmost priority and the Company monitors energy costs and reviews the consumption of energy on a regular basis. The Company wherever necessary also initiates appropriate measures to reduce consumption of electricity, including using Generator. It has closely monitored power consumption and running hours on day to day basis thus resulting in optimum utilisation of energy. The hotel is fitted with energy saving devices to conserve energy in the long run.

Technology Absorption

The relevant particulars relating to technology absorption in terms of Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable as the hotel forms a part of the service industry and as such the Company does not have any significant manufacturing operations.

Research and Development:

Not Applicable

Foreign exchange earnings and outgo:

There are no foreign exchange earning and outgo during the year under review.

Particulars of Employees

During the year under review, there were no employees covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the operation of Company during the year.

Directors'' Responsibility Statement

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement your Directors to the best of their knowledge and belief confirm that:

(i) in the preparation of the annual accounts, the applicable Accounting Standards and there are no material departure;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true 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) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

(iv) they have prepared the annual Accounts on a going Concern basis.

Internal Controls and their Adequacy:

The internal control systems are commensurate to the size of the operation of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.

Code of Corporate Governance

A detailed report on Corporate Governance as updated with the particulars of this Financial year, as per the directions from SEBI is annexed to this report (Annexure A) together with Report of the Auditors on the compliance with the said Code and a report of Management discussion and Analysis is also annexed separately.

Directorate

In compliance with the provisions of the Companies Act, 1956 in accordance with the Article 32 of the Company''s Articles of Association, Mr.Parthiban Balasubramaniam , retires at this Annual General Meeting and being eligible, offers himself for re-appointment.

Brief resume of the Directors, seeking re-appointment, nature of their expertise as stipulated under clause 49 of the listing agreement with inter alia the Bombay Stock Exchange Limited, is appended to the notice convening the Annual General Meeting.

In spite of best effort, the Company could not appoint a Company Secretary and in the process of finding an appointment soon.

Auditors and Auditors Report

The retiring auditors, M/s.N.Balasubramanian Associates, Chartered Accountants, Chennai have expressed willingness to continue in office, if appointed. They have furnished to the Company a certificate of their eligibility for appointment as auditors, pursuant to section 224 (1B) of the Companies Act, 1956.

The Audit committee and the Board of Directors recommend the re-appointment of M/s.N.Balasubramanian Associates, Chartered Accountants, Chennai as Auditors for a further period of one year and to fix their remuneration.

The Auditors Report to the Members does not contain any qualification or adverse remarks.

Disclosures of Particulars of Constituting "Group" pursuant to Regulation 3(1 )(e) of the SEBI(Substantial Acquisition of Shares & Takeovers) Regulations, 1997.

Pursuant to an information from the promotes, the name of the promoters and entities comprising group as defined under Monopolies and restrictive Trade Practice (MRTP) Act, 1969, are as under for the purpose of the SEBI(Substantial Acquisition of Shares & Takeovers) Regulations, 1997 : Mr.Sanjav Jalan.

Demateralisation of Shares

The Shares of the Company had been dematerialized with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CSDL). The Demat ISIN in National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CSDL) is INE252K01026.

All request received by the Company/RTA for dematehalization/re-materialization, transfers, transmissions, subdivision, consolidation of shares or any other share related matters and/or change in address are disposed off expeditiously.

Acknowledgement

The Directors place on record their appreciation for the sincere and whole hearted co- operation extended by all concerned, particularly Securities & Exchange Board of India, Stock Exchanges, Department of Tourism, company''s bankers, Municipal authorities, Government of Tamilnadu, Central Government, suppliers, clients and staff and look forward to their continued support. The Directors also thank the Shareholders for continuing their support and confidence in the Company and its management.

For and Behalf of the Board

For LE WATERINA RESORT & HOTELS LIMITED

Sanjay Jalan

Chairman & Managing Director

Sriperambudur, the

30th day of May, 2013

Registered Office

1507,V.R.P.Chatram,

Opp. Bharat Petroleum Bunk,

Near Rajiv Gandhi Memorial,

Chennai-Bangalore National Highway,

Sriperambuthur, Tamilnadu-602 105

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Mar 31, 2012

The Directors have great pleasure in presenting the Twenty Fifth Annual Report together with Audited Accounts of the Company for the year ended 31st March 2012 and the Auditors' report thereon.

Financial Results

Particulars 2011-2012 2010-2011

Total Income 12,33,04,108 8,65,99,752

Expenditure 11,27,97,180 7,91,79,882

Profit before Interest, depreciation and taxes 1,22,38,151 78.38,671

Less:

Depreciation 9,56,518 87,906

Profit / (Loss) before Tax 1,05,06,928 1,54,30,566

Less : Provision for

Current Tax 34,72,642 23,05,891

Deferred Tax 98,662 2,577

Fringe Benefit Tax Nil Nil

Profit / (Loss) after Tax 69,35,623 1,31,22,099

Balance carried to Balance sheet 69,35,623 1,31,22,099

Your Company has made a turnover of Rs. 12,33,04,108/- as compared to Rs.8,65,99,752/- of previous year and has made a Profit after Tax oftheRs.69,35,623.00/- as compared to Rs.l,31,22,099.00/-including Rs. in the previous year.

Silver Jubilee Year of The Company

Your Company has completed 25 years in 2012. Your Company has over the years served thousands of satisfied guests, many of whom are repeat clients. The Bankers and other stakeholders have supported your Company in good and bad times.

Business Performances and Outlook

Your Company offers a Resort & Spa at Sriperumbudur by the lake and a Boutique hotel in Thiruvanmiyur Kcttivakkam by the sea. Le Waterina Resort & Spa, located at Sriperumbudur offers 140 rooms, Restaurants, Spa and other facilities is catering to the multinational in and around the Sriperumbuthur Sez and Le Waterina the Boutique Hotel, located on Thiruvanmiyur Kottivakkam Beach with 30 club rooms and suites .specialty restaurants, bar and lounge,24 hours coffee shop, fitness center, infinity swimming pool, spa and other 4 star facilities

The diverse nature of demand in Chennai, comprising of IT/ITeS, automotive industry, as well as other manufacturing industries located in Sriperumbudur will sustain the growth in demand going forward. The expansion of existing manufacturing facilities and setting up of new plants is responsible for attracting extended stay demand to the city, and is also responsible for travel by foreign corporate guests with high paying propensity.

Upgradation and Modernisation Plan:

After the completion of the financial year, the Company has started renovating, replacing and upgradation of the facilities. The Company has appointed an Interior Designer to suggest improvements and these will be evaluated and work carried out in the near future to improve on the competitive strength of the company.

The company proposes to enter the medi spa business in a larger way by opening Ten outlets in the city of Chennai and to expand further to other cities. It is for this purpose the company will be raising loans from Financial institutions and banks as proposed in our Resolution. Your Company in this director has already opened SPA at Resorts in Sriperumbudur and at hotel in Kottivakkam. Your Company also has opened stand alone spas at Mylapore, Nungambakkam and shortly at Cathedral Road, Chennai

At Ananta, your Company offers the guests an ambience that spells tranquility all the way. Equipped with the finest ingredients for face and body treatments delivered by highly skilled therapists, your Company ensure you get the finest by the finest. The customer -oriented friendly attitude makes our spa a complete and delightful wellness experience.

According to the Indian Medical Association, stress is a factor in more than 75 percent of illnesses today. Your Company is passionate & committed to maintain and deliver genuine and personalized wellness services to the guests.

The demand in India for SPA and well ness industry is growing at a handsome 10 percent annually, which bodes well for the travel and tourism industry, and therefore considered a niche investment area. The spa industry in India is mainly composed of resort spas, but as international players also come into the foray, day spas are also becoming popular.

Various regions of the country are showing good response to spas. Especially, North India is showing the largest potential in the development of spas in the country. Additionally, other upcoming markets for spas include Mumbai, which is already a well established tourism destination and economic hub in the country. Though there are great opportunities, many operators including hotels and resort owners lack the expertise and the skills needed to run a successful spa. The major problem affecting he industry is the lack of trained therapists for the spa industry.

Fixed Deposits

Your Company has not accepted any deposits from public or its employee during the year under review.

Dividend

In order to conserve the liquid resources required for the expansion and enhance shareholders value, your directors have not recommended any dividend during the year under report.

Subsidiaries / Joint Ventures

There are no Subsidiaries and Joint Venture Company.

Insurance

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

STATUTORY STATEMENTS

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings And Outgo

Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the required particulars are furnished below.

Conservation of energy:

Energy conservation continues to receive utmost priority and the Company monitors energy costs and reviews the consumption of energy on a regular basis. The Company wherever necessary also initiates appropriate measures to reduce consumption of electricity, including using Generator. It has closely monitored power consumption and running hours on day to day basis thus resulting in optimum utilisation of energy. The hotel is fitted with energy saving devices to conserve energy in the long run.

Technology Absorption

The relevant particulars relating to technology absorption in terms of Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable as the hotel forms a part of the service industry and as such the Company does not have any significant manufacturing operations.

Research and Development:

Not Applicable

Foreign exchange earnings and outgo:

There are no foreign exchange earning and outgo during the year under review.

Particulars of Employees

During the year under review, there were no employees covered under Section 217(2A)ofthe Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the operation of Company during the year.

Directors' Responsibility Statement

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement your Directors to the best of their knowledge and belief confirm that:

(i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed.

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true 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) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

(iv) they have prepared the annual Accounts on a going Concern basis.

Internal Controls and their Adequacy:

The internal control systems are commensurate to the size of the operation of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.

Code of Corporate Governance

A detailed report on Corporate Governance as updated with the particulars of this Financial year, as per the directions from SEBI is annexed to this report (AnnexureA') together with Report of the Auditors on the compliance with the said Code and a report of Management discussion and Analysis is also annexed separately.

Directorate

In compliance with the provisions of the Companies Act, 1956 in accordance with the Article 32 of the Company's Articles of Association, Mr.Jaganath Jothi retires at this Annual General Meeting and being eligible, offers himself for re-appointment.

Brief resume of the Directors, seeking re-appointment, nature of their expertise as stipulated under clause 49 of the listing agreement with inter alia the Bombay Stock Exchange Limited, is appended to the notice convening the Annual General Meeting.

In spite of best effort, the Company could not appoint a Company Secretary and in the process of finding an appointment soon.

Auditors and Auditors Report

The retiring auditors, M/s.N.Balasubramanian Associates, Chartered Accountants, Chennai have expressed willingness to continue in office, if appointed. They have furnished to the Company a certificate of their eligibility for appointment as auditors, pursuant to section 224 (IB) of the Companies Act, 1956.

The Audit committee and the Board of Directors recommend the re-appointment of M/s.N.Balasubramanian Associates, Chartered Accountants, Chennai as Auditors for a further period of one year and to fix their remuneration.

The Auditors Report to the Members does not contain any qualification or adverse remarks. Disclosures of Particulars of Constituting "Group" pursuant to Regulation 3(l)(e) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997.

Pursuant to an information from the promotes, the name of the promoters and entities comprising group as defined under Monopolies and restrictive Trade Practice (MRTP) Act, 1969, are as under for he purpose of the SEBI(Substantial Acquisition of Shares & Takeovers) Regulations, 1997 :

Mr.Sanjay Jalan.

Demateralisation of Shares

The Shares of the Company had been dematerialized with both National Securities Depository Limited

(NSDL) and Central Depository Services (India) Limited (CSDL). The Demat ISIN in National

Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CSDL) is INE252K.01026.

All request received by the Company/RTA for dematerialization / re-materialization, transfers, transmissions, subdivision, consolidation of shares or any other share related matters and/or change in address are disposed off expeditiously.

Acknowledgement

The Directors place on record their appreciation for the sincere and whole hearted co-operation extended by all concerned, particularly Securities & Exchange Board of India, Stock Exchanges, Department of Tourism, company's bankers, Municipal authorities, Government of Tamilnadu, Central Government, suppliers, clients and staff and look forward to their continued support. The Directors also thank the Shareholders for continuing their support and confidence in the Company and its management.

By Order of the Board

For LE WATERINA RESORT & HOTELS LIMITED

Sanjay Jalan

Sriperambudur, the 22nd day of August, 2012 Chairman & Managing Director

Registered Office

1507, V.R.P.Chatram, Opp. Bharat Petroleum Bunk,

Near Rajiv Gandhi Memorial,

Chennai-Bangalore National Highway,

Sriperambuthur, Tamilnadu - 602 105

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Mar 31, 2011

DIRECTORS' REPORT TO THE MEMBER

The Directors have great pleasure in presenting the Twenty Fourth Annual Report together with Audited Accounts of the Company for the year ended 31st March 2011 and the Auditors' report thereon.

Financial Results (Amount In Rs.)

Particulars 2010-2011 2009-2010

Total Income 8,65,99,752 2,18,65,953

Expenditure 7,9091,977 1,98,85,434

Profit before interest, 75,07,775 19,80,519 depreciation and taxes

Less:

Depreciation 87,906 75,303

Profit/(Loss) before Tax & 74,19,869 19,05,216 Extraordinary items

Profit on Sale of 80,10,697 - agricultural land

Profit/(Loss) before Tax 1,54,30,566 -

Less: Provision for 23,05,891 4,24,627

Current Tax 2,577 (10,116)

Deferred Tax

Profit/(Loss) after Tax 1,31,22,099 14,90,705

Add: balance brought forward 1,01,24,864 86,34,160 from previous year

Available for appropriation 2,32,46.963 1,01,24,865

Balance carried to 2,32,46,963 1,01,24,865 Balance sheet

Your Company has made a turnover of Rs.8,65,99,752/- as compared to Rs.2,18,65,9537- of previous year and has made a Profit after Tax of the Rs.1,31,22,0997- as compared to Rs.14,90,7057- in the previous year. The Profits include profit on sale of agricultural lands at Theni to the tune of Rs.80,10,6977-

Business Performances and Outlook

At present the Company has two places of business. Nestled on the Banks of Sriperambathur lake, Le Waterina Resort & Spa - Lakeside Luxury Resort is an ideal get away for conferences and leisure, with star amenities, all within a natural and tranquil settings. Le Waterina Resort & Spa is just a 45 minutes drive from both the National and International airports as well as from Chennai. Well connected with all business, industry, entertainment, tourist locations and the proposed green field Internationa! Airport at Sriperambathur. Le Waterina Resort & Spa - Lakeside Luxury Resort, is a perfect retreat for the corporate traveller where work and pleasure blend seamlessly into each other. Where the setting sun makes way for brighter times. It is located in the Heart of Sriperambathur's Industrial Hub on the Chennai Bangalore National highway, within close proximity of the three Sipcot Industrial Estate, Oragadum, Irrungattukottai, and Sriperambathur.

Site Location -1

Le Waterina Resort & Spa - Lakeside Luxury Resort 1507,Chennai-Bangalore National Highway, VRP Chattram, Sriperambadur.

Our second facility is a Boutique hotel in Thiruvanmiyur'Kottivakkam by the sea. Popularly called as Le Waterina the Boutique Hotel, located on Thiruvanmiyur Kottivakkam Beach with 30 club rooms and suites, specialty restaurants, bar and lounge,24 hours coffee shop, banquets, fitness center, infinity swimming pool, spa and other 4 star facilities. A four star boutique hotel with all the rooms overlooking the sea, and is ideally located across the Tidel Park, Ascendas and other IT Parks.

Site Location - II

Le Waterina - The Boutique Hotel No 35 Kaveri Nagar WaterLand Drive,Thiruvanmiyur Kottivakkam Beach Chennai 600 041

The business from the foreign tourists is expected due to increased flights into Tamilnadu from neighbouring countries. There is also an increase in domestic traffic into Tamilnadu due to improvement in the disposable income available with individuals and the better performance of the corporates and the stock market. Your Company expects to do better than last year as occupancy rates are higher with the early start of the foreign season in October.

As reported Tamil Nadu is a flourishing state both in terms of economy and tourism and draws scores of tourists all the year round. The things to watch in Tamil Nadu are almost endless and whether you are an adventure lover or a pilgrim, this amazing state has a lot in store for its visitors. Here, you can come across beautiful beaches, wildlife sanctuaries, historic and marks, monuments and grand festivals. Almost all the important tourist destinations of Tamil Nadu offer a range of fine lodging facilities to its tourists depending on their interest and preferences.

Sale of Agricultural lands

The Company has decided to concentrate on the core activities of the company namely hospitality industry. Hence has sold the agricultural lands lying at Theni and made profit on sale of the agricultural lands to the tune of Rs.80.10 lakhs

Sub-division of shares

The Company has obtained approval of Shareholders and also of Registrar of Companies, Chennai with regard to Sub-division of each of the Ordinary (Equity) Shares of the face value of Rs.10/- each in the Equity Share Capital of the Company fully paid-up into 10 Ordinary (Equity) Shares of the face value of Rs.1/- each fully paid-up and amendment to the Memorandum of Association. Accordingly the change have been approved by the Stock Exchanges. The complete details of EGM exercises are provided in the Corporate Governance Report attached and forming part of this report.

Fixed Deposits

Your Company has not accepted any deposits from public or its employee during the year under review.

Dividend

In order to conserve the liquid resources and enhance shareholders value, your directors have not recommended any dividend during the year under report.

Subsidiaries / Joint Ventures

There are no Subsidiaries and Joint Venture Company.

Insurance

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

STATUTORY STATEMENTS

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings And Outgo

Pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the required particulars are furnished below.

Conservation of energy:

Energy conservation continues to receive utmost priority and the Company monitors energy costs and reviews the consumption of energy on a regular basis. The Company wherever necessary also initiates appropriate measures to reduce consumption of electricity, including using Generator. It has closely monitored power

consumption and running hours on day to day basis thus resulting in optimum utilisation of energy. The hotel is fitted with energy saving devices to conserve energy in the long run.

Technology Absorption

The relevant particulars relating to technology absorption in terms of Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable as the hotel forms a part of the service industry and as such the Company does not have any significant manufacturing operations.

Research and Development:

Not Applicable

Foreign exchange earnings and outgo:

There are no foreign exchange earning and outgo during the year under review.

Particulars of Employees

During the year under review, there were no employees covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the operation of Company during the year.

Directors' Responsibility Statement

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement your Directors to the best of their knowledge and belief confirm that:

(i) in the preparation of the annual accounts, the applicable Accounting Standards and given proper explanation relating to material departure;

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

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

(iv) they have prepared the annual Accounts on a going Concern basis.

Internal Controls and their Adequacy:

The internal control systems are commensurate to the size of the operation of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.

Code of Corporate Governance

A detailed report on Corporate Governance as updated with the particulars of this Financial year, as per the directions from SEBI is annexed to this report (Annexure A') together with Report of the Auditors on the compliance with the said Code and a report of Management discussion and Analysis is also annexed separately.

Directorate

In compliance with the provisions of the Companies Act, 1956 read with Article 32 of the Company's Articles of Association, Mr.Rajiv Bhatia retires at this Annual General Meeting and being eligible, offers himself for re-appointment.

Mr.Jaganath Jothi, who was appointed as an Additional Director pursuant to the provisions of section 260 of the Companies Act, 1956 and Articles 33 of the Articles of Association by the Board of Directors at their meeting held on 01st October, 2010, holds office as such till the conclusion of the ensuring Annual General Meeting. The Company has received notice in writing along with a deposit of Rs.500 from a member as required under section 257 of the Companies Act, 1956 signifying his intention to propose the appointment Mr.Jaganath Jothi as a Director of the Company. Your Directors recommend their respective appointment as Director of the Company.

Mr.Ashok Ghatty has resigned from the post of Director with effect from 01st October, 2010. Your Directors wish to express their sincere appreciation for the valuable services rendered by him during his tenure as Director,

Brief resume of the Directors, seeking re-appointment, nature of their expertise as stipulated under clause 49 of the listing agreement with inter alia the Bombay Stock Exchange Limited, is appended to the notice convening the Annual General Meeting.

In spite of best effort, the Company could not appoint a Company Secretary and in the process of finding an appointment soon.

Auditors and Auditors Report

The retiring auditors, M/s.N.Balasubramanian Associates, Chartered Accountants, Chennai have expressed willingness to continue in office, if appointed. They have furnished to the Company a certificate of their eligibility for appointment as auditors, pursuant to section 224 (1B) of the Companies Act, 1956..

The Audit committee and the Board of Directors recommend the re-appointment of M/s.N.Balasubramanian Associates, Chartered Accountants, Chennai as Auditors for a further period of one year and to fix their remuneration.

The Auditors Report to the Members does not contain any qualification or adverse remarks.

Disclosures of Particulars of Constituting "Group" pursuant to Regulation 3(1 )(e) of the SEBI(Substantial Acquisition of Shares & Takeovers) Regulations, 1997.

Pursuant to an information from the promotes, the name of the promoters and entities comprising group as defined under Monopolies and restrictive Trade Practice (MRTP) Act, 1969, are as under for the purpose of the SEBI(Substantial Acquisition of Shares & Takeovers) Regulations, 1997 : Mr.Saniay Jalan.

Demateralisation of Shares

The Shares of the Company had been dematerialized with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CSDL). The Demat ISIN in National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CSDL) is JNE252K01026.

All request received by the Company/RTA for demateriaiization/re-materiaiization, transfers, transmissions, subdivision, consolidation of shares or any other share related matters and/or change in address are disposed off expeditiously.

Acknowledgement

The Directors place on record their appreciation for the sincere and whole hearted co-operation extended by all concerned, particularly Securities & Exchange Board of India, Stock Exchanges, Department of Tourism, company's bankers, Municipal authorities, Government of Maharashtra, Central Government, suppliers, clients and staff and look forward to their continued support. The Directors also thank the Shareholders for continuing their support and confidence in the Company and its management.

For and Behalf of the Board For LE WATERINA RESORT & HOTELS LIMITED

Sanjay Jalan Chairman & Managing Director

Sriperambuthur, the 30th day of August, 2011

Registered Office 1507, V.R.P.Chatram, Opp. Bharat Petroleum Bunk, Near Rajiv Gandhi Memorial, Chennai-Bangalore National Highway, Sriperambuthur, Tamilnadu-602 105

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Mar 31, 2010

The Directors have great pleasure in presenting the Twenty Third Annual Report together with Audited Accounts of the Company for the year ended 31st March 2010 and the Auditors report thereon.

Financial Results

(Amount In Rs.)

Particulars 2009-2010 2008-2009

Total Income 2,18,65,952.00 61,16,681.00

Expenditure 1,98,85,434.00 56,14,871.00

Profit before interest, depreciation and taxes 19,80,518.00 5,01,812.00 Less:

Depreciation 75,303.00 75,210.00

Profit/(Loss) before Tax 19,05,215.00 4,26,602.00

Less: Provision for

Current Tax 4,24,627.00 42,863.00

Deferred Tax (10,116.00) (9.932.00)

Fringe Benefit Tax - 19,244.00

Profit/(Loss) after Tax 14,90,704.00 3,74,427.00

Add: balance brought forward from previous year 86,34,160.00 82,59,733.00

Available for appropriation 1,01,24,864.00 86,34,160.00

Balance carried to Balance sheet 1,01,24,864.00 86,34,160.00

Your Company has made a turnover of Rs.2,18,65,952.00/- as compared to Rs.61,16,681.00/- of previous year and has made a profit of Rs. 19,05,215.00/- compared to Rs. 4,26,602.00/- of previous year. Consequent to the venturing into Hospitality business since 01.01.2010 the turnover of the current year can not be compared with of the previous year.

Business Outlook

Your Companys maiden project "Le Waterina Resort & Spa", located at Sriperumbudur offers 140 rooms, Restaurants, Banquet Halls, Spa and other facilities is catering to the multinationals in and around the Sriperumbuthur Special Economic Zone(SEZ). To capitalise on this looming shortage of rooms in the domestic markets, your Company has chalked out ambitious acquisition / expansion plans.

Change of the Object Clause and Name

The Company has obtained approval of Shareholders under postal ballot and also of Registrar of Companies, Chennai with regard to the amendment to the main object to venture into hospitality sector and consequently changed the name from Harringtons Industries Limited to Le Waterina Resorts & Hotels Limited. Accordingly the new name have been approved by the Stock Exchanges. The complete details of postal ballot exercises are provided in the Corporate Governance Report attached and forming part of this report.

Fixed Deposits

Your Company has not accepted any deposits from public or its employee during the year under review.

Dividend

In order to conserve the liquid resources and enhance shareholders value, Your directors have not recommended any dividend during the year under report.

Subsidiaries / Joint Ventures

There are no Subsidiaries and Joint Venture Company.

Insurance

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

STATUTORY STATEMENTS

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings And Outgo

Pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the required particulars are furnished below.

Conservation of energy:

Energy conservation continues to receive utmost priority and the Company monitors energy costs and reviews the consumption of energy on a regular basis. The Company wherever necessary also initiates appropriate measures to reduce consumption of electricity, including using Generator. It has closely monitored power consumption and running hours on day to day basis thus resulting in optimum utilisation of energy. The hotel is fitted with energy saving devices to conserve energy in the long run.

Technology Absorption

The relevant particulars relating to technology absorption in terms of Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable as the hotel forms a part of the service industry and as such the Company does not have any significant manufacturing operations.

Research and Development:

Not Applicable

Foreign exchange earnings and outgo:

There are no foreign exchange earning and outgo during the year under review. Particulars of Employees

During the year under review, there were no employees covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the operation of Company during the year.

Directors Responsibility Statement

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement your Directors to the best of their knowledge and belief confirm that:

(i) in the preparation of the annual accounts, the applicable Accounting Standards and given proper explanation relating to material departure;

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

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

(iv) they have prepared the annual Accounts on a going Concern basis.

Internal Controls and their Adequacy:

The internal control systems are commensurate to the size of the operation of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.

Revocation of Suspension in trading of equity shares

Your Directors happy to inform you that pursuant to the application made to the Bombay Stock Exchange Limited (BSE) for the best interest of the Company and stakeholders after due compliance of the legal requirements BSE vide their notice no.20091223-9, dated Wednesday, December 23, 2009 informed the trading members and also to Company that the suspension in trading of equity shares of the Company will be revoked w.e.f Thursday, December 31, 2009 and according your Company equity shares are listed with the Bombay Stock Exchange Limited.

Code of Corporate Governance

A detailed report on Corporate Governance as updated with the particulars of this Financial year, as per the directions from SEBI is annexed to this report (Annexure A) together with Report of the Auditors on the compliance with the said Code and a report of Management discussion and Analysis is also annexed separately.

Directorate

In compliance with the provisions of the Companies Act, 1956 in accordance with the Article 32 of the Companys Articles of Association, Mr.Parthiban Balasubramanian retires at this Annual General Meeting and being eligible, offers himself for re-appointment.

Brief resume of the Directors, seeking re-appointment, nature of their expertise as stipulated under clause 49 of the listing agreement with inter alia the Bombay Stock Exchange Limited, is appended to the notice convening the Annual General Meeting.

Company Secretary

Your Company has interviewed few candidates and in the process of finding an appointment soon.

Auditors and Auditors Report

The retiring auditors, M/s. N. Balasubramanian Associates, Chartered Accountants, Chennai have expressed willingness to continue in office, if appointed. They have

furnished to the Company a certificate of their eligibility for appointment as auditors, pursuant to section 224 (IB) of the Companies Act, 1956.

The Audit committee and the Board of Directors recommend the re-appointment of M/s. N. Balasubramanian Associates, Chartered Accountants, Chennai as Auditors for a further period of one year and to fix their remuneration.

The Auditors Report to the Members does not contain any qualification or adverse remarks.

Disclosures of Particulars of Constituting "Group" pursuant to Regulation 3(l)(e) of the SEBI(Substantial Acquisition of Shares & Takeovers) Regulations, 1997.

Pursuant to an information from the promotes, the name of the promoters and entities comprising group as defined under Monopolies and restrictive Trade Practice (MRTP) Act, 1969, are as under for the purpose of the SEBI(Substantial Acquisition of Shares 8s Takeovers) Regulations, 1997 are Mr.Sanjay Jalan and Mr.R.K.Jalan.

Demateralisation of Shares

The Shares of the Company had been dematerialized with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CSDL). The Demat ISIN in National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CSDL) is INE252K01018.

All request received by the Company/RTA for dematerialization/ re-materialization, transfers, transmissions, subdivision, consolidation of shares or any other share related matters and/or change in address are disposed off expeditiously.

Acknowledgement

The Directors place on record their appreciation for the sincere and whole hearted co- operation extended by all concerned, particularly Securities & Exchange Board of India, Stock Exchanges, Department of Tourism, companys bankers, Municipal authorities, Government of Maharashtra, Central Government, suppliers, clients and staff and look forward to their continued support. The Directors also thank the Shareholders for continuing their support and confidence in the Company and its management.

For and Behalf of the Board

For LE WATERINA RESORT & HOTELS LIMITED

Sanjay Jalan

Chairman & Managing Director

Sriperambudur, the 02nd day of September, 2010

Registered Office

1507,V.R.P.Chatram,

Opp. Bharat Petroleum Bunk,

Near Rajiv Gandhi Memorial,

Chennai-Bangalore National Highway,

Sriperambuthur, Tamilnadu-602 105