Directors Report of Lords Ishwar Hotels Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 38^th Annual Report of your Company together with the Audited Financial Statements and Auditors’ Report for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS:		(Rs. in Lacs)
Particulars	2023-24	2022-23
Total Revenue	770.13	742.51
Net Operating Profit	700.31	694.27
Less: Interest & Finance Charges	-	-
Less: Depreciation	24.22	24.80
Net Profit/(Loss) Before Tax & Exceptional Items	45.60	23.44
Add: Exceptional Items	--	--
Net Profit/(Loss) Before Tax	45.60	23.44
Less : Provision for Taxation
- Net Current Tax	0.00	0.00
- Deferred Tax	(3.42)	12.09
Net Profit/(Loss) After Tax	49.02	11.35

2. OPERATIONS:

The total revenue of your company for the current year increased to Rs.770.13 /- Lacs as against of Rs. 742.51/- Lacs in the previous year. A net profit after tax of Rs.49.02 /- Lacs for the financial year 2023-24 has been accounted as against of net profit after tax of Rs. 11.35/-Lacs in the financial year 2022-23.

3. DIVIDEND:

During the year under review, your Directors regret their inability to recommend any Dividend.

4. TRANSFER TO RESERVES:

During the year under review, the board has not proposed to transfer amount to any reserves.

5. PUBLIC DEPOSITS:

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

6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNAL:

During the year under review, no significant and material orders were passed by the Regulators or courts or Tribunal impacting the going concern status and Company’s operation in future.

7. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 15,00,00,000 (Rupees Fifteen Crores Only) divided into 1,50,00,000 Equity Shares of Rs. 10/- each

The Paid-up Share Capital of the Company is Rs. 7,47,00,000 (Rupees Seven Crore and Forty Seven Lacs Only) divided into 74,70,000 Equity Shares of Rs. 10/- each.

During the year under review, your Company has not issued any securities.

8. MATERIAL CHANGES AND COMMITMENTS:

During the year under review, there are no material changes and commitments, affecting financial position of the Company which have occurred between the end of the financial year of the Company i.e. 31^st March, 2024 and the date of the Directors’ Report.

9. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there is no change in the nature of business of your Company.

10. BOARD MEETINGS:

During the financial year under review, 6 (Six) Board Meetings were duly held as per the requirements of the Act, Listing Regulation, Secretarial Standards and circulars/notifications issued thereon. The detail information of meetings is being furnished under “Corporate Governance Report” forming part of this Annual Report.

11. COMMITTEE MEETINGS:

The Board has duly constituted the Audit Committee and other Committees which are mandatory for your Company. The details of all meetings held during the year 2023-24 are furnished under “Corporate Governance Report” forming part of this Annual Report.

12. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he meets the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.All the Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

13. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Pursuant to Regulation 25(7) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company regularly familiarizes its Independent Directors with their roles, rights, responsibilities, any new happening in the hotel business, amendments to the applicable laws etc. The detail of familiarization program is posted on the Company’s website at http://lordsishwar.com/wp-

content/uploads/2024/02/LIHL Familiar Prog for ID 13.02.2024.pdf

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs):

As on 31^st March, 2024, your Company had Six (6) Directors, which include One (1) Executive Director, One (1) Non-Executive Director, One (1) Non-Executive Woman Director and Three (3) Independent Directors.

• Mrs. Sangita Bansal (DIN: 01571275), Director of the Company, who retires by rotation and being eligible, was reappointed as a Director in 37^th Annual General Meeting held on 21.09.2023.

• Mr. Mehinder Sharma (DIN: 00036252), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

• On the recommendation of the Nomination and Remuneration Committee, the Board at their meeting held on 05^th August, 2024 has proposed to appoint Mr. Tikam Panchal (DIN: 08620257) as a Non-executive Independent Director for further period of 5 (Five) years w.e.f. 30^th November, 2024 subject to approval of the members in the forthcoming Annual General Meeting, who is highly renowned professionals drawn from diverse fields, who bring with him a wide range of skills and experience to the Board, which enhances the quality of the Board''s functioning and its decision making process. The Company and the Board have immensely benefitted from his vast experience, knowledge and strategic insights on various matters relating to Company''s business. Considering the enormous contributions of the Director to the functioning and performance of the Company, the Board was of the unanimous view that it will be in the best interest of the Company to appoint him as Nonexecutive Independent Directors for a term of 5 (Five) years and shall not retire by rotation.

• Mrs. Darshana Laddha has resigned from the post of Company Secretary and compliance officer from the Company w.e.f. 28.09.2023.

• Ms. Neha Prajapati has been appointed as a Company Secretary and Compliance officer of the Company w.e.f. 25.12.2023 in the Board Meeting held on 25^th December, 2023.

• Mr. Pushpendra Bansal (DIN: 00086343) is Managing Director, Mr. Ajay Pawar is Chief Financial Officer (CFO) and Ms. Neha Prajapati Company Secretary of the Company and thus the Company has all Key Managerial Personnel (KMPs) as per the provisions of Section 203 of Companies Act, 2013.

Particulars as per Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 of the General Meeting are enclosed as an Annexure with the notice of 38^th Annual General Meeting.

15. REMUNERATION POLICY:

Pursuant to Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 & Section 134(3)(e), a policy on Director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section (3) of Section 178 has been disclosed in the Corporate Governance Report.

16. BOARD DIVERSITY POLICY:

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought process at the back of varied industrial and management expertise, gender and knowledge. The board recognizes the importance of diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity. The Board Diversity Policy is available on our website http://www.lordsishwar.com/wp-content/uploads/2024/08/Board Diversity Policy.pdf.

17. BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and Regulation 17(10) of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, Committees and the Directors individually. The criteria for evaluation of Board as a whole includes frequency, length, transparency, flow of information, administration and disclosure of Board meeting held.

The performance evaluation of the Board as a whole, Chairperson and Non-Independent Directors was carried out by the Independent Directors. The Independent directors evaluated the parameters viz., level of engagement, duties, responsibilities, performance, obligations and governance safeguarding the interest of the Company. The performance evaluation of Independent directors was carried out by the entire Board.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by Audit Committee and Board of Directors.

In line with the requirements of the Companies Act, 2013 read with Regulation 23 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, your Company has adopted a Related Party Transactions Policy which is placed on its website http://www.lordsishwar.com/wp-content/uploads/2024/08/Related-Partv-Policv.pdf.

During the year, your Company has entered into material related party transactions and the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is annexed as Annexure -1.

Suitable disclosure as required under AS-18/Ind-AS-24 has been made in Note No. 42 to the Financial Statement.

19. PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS:

During the Year 2023-24 under review, your Company has not given any Loan, Guarantee or Investment pursuant to the provision of Section 186 of the Companies Act, 2013. The details of the Investment made by the Company are provided in Note No. 3 of the Financial Statement.

20. LOAN FROM DIRECTORS:

The Company has taken Unsecured Loan from its Director Mr. Pushpendra Bansal (DIN: 00086343). The details of the Unsecured Loan taken by the Company are provided in Note No. 12 of the Financial Statement.

21. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (3)(c) of the Companies Act, 2013, the Board of Directors hereby confirms that:

(i) in the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards have been followed and there are no material departures have been made for the same;

(ii) appropriate accounting policies selected and applied are consistent and the judgments and estimates made 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 31^st March, 2024 and of the profit of the Company for that period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the accounts for the financial year ended 31^st March, 2024 have been prepared on a ‘going concern’ basis;

(v) the company has an internal financial Control System commensurate with the size, scale and complexity of its operations and that such internal financial controls are adequate and operating effectively; and

(vi) We had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY:

During the year under review, your Company does not have any Subsidiary, Joint Ventures or Associate Company. Hence no disclosure of financial information of Subsidiary/Joint Venture or Associate Company is applicable to your Company.

23. RISK MANAGEMENT:

Although not mandatory, Your Company has constituted a Risk Management Committee as a measure of good governance. The details of the Committee and its terms of reference are set out in the Corporate Governance Report.

A Risk Management Policy was framed and approved by the Board. The objective of this policy is to minimize the adverse impact of various risks attached with the business goals and objectives and to enhance the value of stakeholders.

The Management has put in place adequate and effective system and man power for the purposes of risk management.

24. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility, are not applicable to your Company.

25. SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

During the year under review, your Company has complied with provisions of the POSH Act and constituted Internal Complaints Committee under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013.

During the year, the Company has submitted the annual report as per the requirement of Section 21(1) of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to Assistant Labour Commissioner, Vadodara.

In terms of Schedule V read with Regulation 34(3) of SEBI (LODR) Regulation, 2015, disclosures relating to Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 are given as below:

Sr. No.	Particulars	No. of complaints
1	Number of complaints filed during the financial year 2023-24	NIL
2	Number of complaints disposed off during the financial year 2023-24	NIL
3	Number of complaints pending as on 31.03.2024	NIL

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to regulation 22 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014, the Company has adopted a Vigil Mechanism/Whistle Blower policy for its directors & employees to report their genuine concerns/grievances. The mechanism also provides for adequate safeguards against victimization of person who use such mechanism and makes provisions for direct access to the Audit Committee chairman. The Vigil Mechanism/Whistle Blower policy is available on the Company’s website at http://www.lordsishwar.com/wp-content/uploads/2016/06/LIHL-Vigil-Mechanism.pdf.

27. REPORT ON CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO:

In accordance with the requirement of section 134 (3) (m) of the Companies act, 2013 read with Rule 8 (3) of Companies (Accounts) Rules, 2014, your Directors furnish hereunder the additional information as required:

A. Conservation of Energy:

Your Company has made all possible efforts to closely monitor power consumption on daily basis so as to reduce wastage. The Company is also trying to find ways and means to reduce power consumption and thus reduce the overall energy cost.

Your Company is using PNG (Pipelines Natural Gas) in the Kitchen and other operational areas. Your Company is also using power savers in electric panels and in Guest Rooms with LED fittings. Your Company is also using DG set for utilising alternate sources of energy. During the year, your company does not have any capital investment on energy conservation equipment.

B. Technology Absorption:

The Company continues to absorb and upgrade modern technology and advanced technique in various guest contact areas.

C. Foreign Exchange Earning and Outgo:

During the financial year 2023-24, there was no transaction relating to Foreign Exchange and outgo.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 (2) (e) of SEBI (Listing Obligations & Discussion Requirements) Regulations, 2015 is annexed as Annexure-2 herewith forming part of this Report.

29. MAINTENANCE OF COST RECORDS:

Pursuant to Section 148(1) of the Companies Act, 2013, your Company is not required to maintain Cost records as specified by the Central Government.

30. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:

Your directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.

31. CORPORATE GOVERNANCE:

In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a Corporate Governance Report is annexed as Annexure-3, forming an integral part of this Report.

32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE:

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-4.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-5.

33. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Amendment Rules, 2020, the Annual Return in Form MGT-7 for the financial year 2023-24 of the Companies is placed on the website of the Company http://www.lordsishwar.com/wp-content/uploads/2024/07/MGT-7 2023-24.pdf

34. STATUTORY AUDITORS:

M/s. R. M. Hariyani & Co., Chartered Accountants (Firm Reg. No. 147657W), was appointed as Statutory Auditors of the Company in the 36^th Annual General Meeting held on 07.09.2022 for the period of 5 (Five) years i.e., up to the conclusion of the 41^st Annual General Meeting of the Company.

The Auditors in their report have referred to the notes forming part of the accounts. The said notes are self-explanatory and do not contain any qualification, reservation or adverse remark or disclaimer. Also, no offence of fraud was reported by the Auditors of the Company under Section 143 (12) of the Act.

35. INTERNAL AUDITOR:

M/s J. Bhavsar & Co., Chartered Accountants (Firm Registration No. 115613W), at Surat, Internal Auditors of the Company has conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly.

36. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules thereon, your Company has appointed M/s. Nandaniya Joshi & Associates, Practicing Company Secretaries (Firm Registration No. P2020GJ084200) at Vadodara to conduct the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report (Form MR-3) is annexed as Annexure-6. The Report does not contain any qualification, reservation or adverse remarks. No offence of fraud reported by them as per Section 143(12) of the Act.

37. LISTING ON STOCK EXCHANGE:

The Company’s shares are listed with the BSE Limited and the Company has paid the necessary Listing Fees and Custody Fees for the Financial Year 2023-24 and 2024-25.

38. CERTIFICATE FROM PRACTISING COMPANY SECRETARIES:

The Company has received a certificate from M/s. Nandaniya Joshi & Associates, Practicing Company Secretaries confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India/Ministry of Corporate Affairs/Reserve Bank of India or any such statutory authority. The same is annexed as Annexure- 7 forming part of this Report.

39. INTERNAL FINANCIAL CONTROL SYSTEMS & THEIR ADEQUACY:

The Company has an internal financial control system, commensurate with the size, scale and complexity of its operation to ensure proper recording of financial and operational information & compliance of various internal controls & other regulatory and statutory compliance. The scope and authority of the internal audit function is well defined in the organization. To maintain its objectivity & independence, internal audit function is laid before the Audit Committee of the Board. Based on the report of the internal audit & Audit committee observation, corrective actions are undertaken by the respective departments and thereby strengthen the controls.

40. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

41. INDUSTRIAL RELATIONS:

During the year under review, the relations with the most valuable human resources of the Company remained cordial and peaceful. Your Directors wish to place on record their appreciation for the devoted services rendered by the staff of the Company.

42. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere thanks to the valued guests, suppliers and the Financial Institution for their support, co-operation and guidance.

Your Directors take the opportunity to express their sincere thanks to all the investors, shareholders and stakeholders for their continued confidence in the company.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, contributing in Management & delivering a sound performance.

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report of your Company together with the Audited Financial Statements and Auditors' Report for the year ended 31st March, 2015.

FINANCIAL RESULTS

The summary of the financial performance of the Company for the year ended 31st March, 2015 as compared to the previous year is as below:

(In Rs. )

Particulars 2014-2015 2013-2014

Net Income 40,334,412 53,839,811

Net Profit/(Loss) Before Tax (7,379,582) 170,559

Less: Current Tax - -

Net Profit after Tax (7,379,582) 170,559

PERFORMANCE OF THE COMPANY

The Net Income of your company for the current year is Rs.40,334,412/- as against of Rs. 53,839,811/- in the previous year. STATE OF COMPANY'S AFFAIRS

The total expenditure for the period ended as at 31st March, 2015 amounted to Rs.47,713,994/-, decreased by Rs.59.55 Lakh as compared to previous year. However due to decrease in turnover of the Company for the period ended as at 31st March, 2015, a Net Loss of Rs. 73.79 Lakh has been accounted.

DIVIDEND

In view of the carried forward losses, yours Directors regret their inability to recommend Dividend for the year 2014-2015.

DEPOSITS

Your Company has not invited or accepted any deposits during the year from the Public.

INSURANCE

All properties & insurable interest of the Company including Building, Plant & Machinery & Stocks have been fully insured.

CHANGE IN THE NATURE OF BUSINESS

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

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

No significant and material orders were passed by the Regulators or courts or Tribunal impacting the going concern status and Company's operation in future.

MATERIAL CHANGES & COMMITMENTS

There is no material change & commitment in the business operations of the Company for the financial year ended 31st March, 2015.

BUSINESS OVERVIEW

India's travel & Tourism industry has huge growth potential. The tourism industry is looking forward to the e-visa policy which will turn the tourist inflow in double digit to India.

As per ICRA Ltd, a rating agency, the revenue growth of Indian hotel industries is strengthening to 9-11 per cent in 2015-16.

The growth of the tourism sector will have a direct & visible impact on the Indian economy in terms of spreading benefits across the country.

FINANCIAL INFORMATION OF SUBSIDIARY/ASSOCIATE & JOINT VENTURE COMPANY

There is no Subsidiary/Associate/Joint Venture Company of Lords Ishwar Hotels Limited, so this disclosure is not applicable to your Company.

BORROWING/INDEBTNESS

The total borrowing stood at Rs. 4.74 Crore as at 31st March, 2015 as against Rs. 4.78 Crore as on 31st March, 2014.

NUMBER OF BOARD MEETINGS

Four (4) Board Meetings were held during the year 2014-15. Detail information of meetings is being furnished under "Corporate Governance Report".

MECHANISM FOR EVALUATION OF BOARD

Evaluation of all Board members is done annually. The evaluation is done by the Board, Nomination & Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and individual Directors.

Criteria for evaluation of Board as a whole includes frequency, length, transparency, flow of information, administration and disclosure of Board meeting held.

Individual Directors can be evaluated on the basis of their ability to contribute good governance practices, to address top management issues, long term strategic planning, individually time spent, attendance & membership in other committees, core competencies and obligation & fiduciary responsibilities etc.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards and there are no material departures;

b. appropriate accounting policies selected and applied are consistent and the judgments and estimates made 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 loss ofthe Company for that period;

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

d. the annual accounts have been prepared on a 'going concern' basis;

e. the company has an internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organization. To maintain its objectivity and independence, the Internal Audit function reports to the chairman of the Audit Committee of the Board; and

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

INDEPENDENT DIRECTORS' DECLARATION

The Independent Directors have submitted the declaration of independence, as required under Section 149(6) of the Companies Act, 2013 read with Rules thereon.

One meeting of Independent Directors was also held as per Schedule IV of the Companies Act, 2013.

NOMINATION AND REMUNERATION POLICY

As required under Clause 49(IV)(B)(4) of the Listing Agreement & Section 134(3)(e), a policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section (3) of Section 178 is given in Annexure -1 forming part of this Annual Report.

RISK MANAGEMENT POLICY

The Company has developed and adopted a Risk Management Policy. The Policy identifies all perceived risks which might impact the operations of the Company. Risks are assessed department wise such as financial risks, accounting risks etc. The Company is taking appropriate measures to achieve proper balance between risk & reward.

VIGIL MECHANISM

As required under Clause 49(II)(F) of the Listing Agreement read with Section 177(9) of the Companies Act, 2013, the Company has established a vigil mechanism for its directors & employees to report their genuine concerns/grievances. The mechanism also provides for adequate safeguards against victimization of person who use such mechanism and makes provisions for direct access to the Audit Committee chairman. The details of the mechanism are posted on the Company's website (www.lordsishwar.com) under 'Investor Relations'.

EXTRACT OF ANNUAL RETURN

As per the provisions of section 92(3) of the Companies Act, 2013, an extract of the Annual Return in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014 is annexed as Annexure - 2 herewith and forms part of this report.

STATEMENT UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There is no employee drawing remuneration of Rs. 60 Lakh or more in a financial year or drawing a remuneration of Rs. 5 Lakh per month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Your Company is not paying any remuneration to its Managing Director or other Directors. The details can be referred in Annexure-2 to this Annual Report.

PARTICULARS OF EMPLOYEES & REMUNERATION

As required under Section 197(12) of the Companies Act, 2013 read with Rules thereon, the ratio of the remuneration of each director to the median employee's remuneration and other details are annexed as Annexure-3 to this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion And Analysis as required under Clause 49(VIII)(D) of the Listing Agreement is given as separate statement in this Annual Report.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement with Stock Exchanges, your Company is committed to maintain the standards & to fulfill the requirements of Corporate Governance in all material aspects & a report on Corporate Governance together with a certificate of its compliance from the Statutory Auditors are annexed separately as a part of this Annual Report.

DIRECTORS AND KMP APPOINTED DURING 2014-15

Mr. Mehinder Sharma was re-appointed as Director of the Company in the 28th AGM held on 8th September, 2014. Mrs. Sangeeta P. Bansal was appointed as a Director w.e.f 8th September, 2014 being eligible to retire by rotation in the AGM of the Company. Mr. Bharat Varsani, Mr. Amit Garg & Mr. Sanjay Mangal were appointed as Independent Directors w.e.f 8th September, 2014 for a term of 5 Consecutive years.

Mrs. Sangeeta P. Bansal was appointed as Chief Financial Officer of the Company w.e.f 31st July, 2014. The Company has also re- designated Mr. Pushpendra R. Bansal as a Managing Director w.e.f 31st July, 2014.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY

No Company has become or ceased to be its subsidiary, joint ventures or Associate Company during the year 2014-15. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an internal control system, commensurate with the size, scale and complexity of its operation. The scope and authority of the internal audit function is well defined in the organization. To maintain its objectivity & independence, internal audit function is laid before the Audit Committee of the Board. Based on the report of the internal audit & Audit committee observation, corrective actions are undertaken by the respective departments and thereby strengthen the controls.

PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS

The Company during the year has made an investment Rs. 40 Lakh towards acquiring 4,000 equity shares in Lords Oriental Resorts Developers (Silvassa) Pvt. Ltd.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

Your Company has not entered into any related party contracts/arrangements under Section 188(1) of the Companies Act, 2013 during the year. The Company has placed the exiting Related Party agreement/contract to Audit Committee for its ratification.

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. Suitable disclosures as required under Accounting Standard- 18 have been made in Notes to the financial Statement.

As required under Clause 49(VIII)(A) of the Listing Agreement, your Company has adopted a Related Party Transactions Policy which is placed at its website www.lordsishwar.com.

SECRETARIAL AUDIT REPORT

Your Company has appointed Mr. Manish R. Patel, Practicing Company Secretary (COP No. 9360), Surat to conduct the Secretarial Audit of the Company as per the provisions of Section 204 of the Companies Act, 2013 and Rules thereon for the financial year 2014-15. Such Report in Form MR-3 is annexed as Annexure-4 hereto and forms a part of this report. Secretarial Audit Report is self explanatory and does not call for any further comments.

INTERNAL AUDITORS

In terms of Section 138 of the Companies Act, 2013, M/s J. Bhavsar & Co., Chartered Accountants, Surat has been appointed as the Internal Auditors of the Company.

STATUTORY AUDITORS

M/s. J. M. Pabari & Associates, Chartered Accountants (Firm Reg. No-113881W), Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting of the company and being eligible, offer themselves for re-appointment as per Companies Act, 2013.

Your Directors propose their re-appointment as statutory Auditors to hold office until the conclusion of the next AGM of the Company.

The Auditors in their report have referred to the notes forming part of the accounts. The said notes are self explanatory and do not need any further elucidation.

QUALIFICATION, RESERVATION OR ADVERSE REMARK ON SECRETARIAL AUDIT REPORT

Company has filed Annual Return on Foreign Liabilities & Assets for the year 2014-15 with Reserve Bank of India but has not filed the same for the year 2013-14 as company was not aware of such filing . The same has been noticed by the Secretarial Auditor during their Audit and has mentioned the point in his Secretarial Audit Report.

AUDIT COMMITTEE

Audit Committee consists of Non-Executive Independent Directors namely Mr. Amit Garg as Chairman with Mr. Bharat Varsani & Mr. Sanjay Mangal as other members.

During the year, there is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

DISCLOSURE OF INFORMATION AS REQUIRED UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULES THEREON

A. Conservation of Energy

Your Company has made all possible measures to monitor Power consumption closely on daily basis so as to reduce wastage and cost of energy. Measures include replacement of compact fluorescent lights with low power consuming LED lights in a phase wise manner, replacement of chillers plant with energy efficient 'Variable Refrigeration Flow' Air conditioning system.

Some of the actions planned for next year include replacement of gas fire Boiler with Heat pump/Solar system based boiler, replacement of energy intensive fans with energy efficient fans & installation of sensor systems at places identified by the management.

The Company is using Natural Gas through pipelines instead of LPG Cylinders in the Kitchen and other operational areas which reduces overall the energy cost.

B. Technology Absorption

The Company continues to absorb and upgrade modern technology and advanced technique in various guest contact areas like Wi-Fi internet connectivity in your hotel. However your Company has not obtained any specific technology from outside India which needs to be absorbed. Your Company has not undertaken any research & development activity.

C. Foreign Exchange Earning and Outgo

The information relating to the foreign exchange earnings and outgo are given in the Notes to the financial statements for the year ended 31st March, 2015.

INDUSTRIAL RELATIONS

During the period, the relations with all employees of the Company were cordial and a congenial atmosphere prevailed. Your Directors place on record their appreciation for the devoted services rendered by the employees of the Company.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere thanks to the valued guests, suppliers and the Financial Institution for their support, co-operation and guidance.

Your Directors take the opportunity to express their sincere thanks to all the investors, shareholders and stakeholders for their continued confidence in the company.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, contributing in Management & delivering a sound performance.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place: Baroda Date: 11th August, 2015

Registered Office: Hotel Revival, Near Sayaji Gardens, PUSHPENDRA BANSAL AMIT GARG Kala Ghoda Chowk, University Road, Managing Director Director Baroda, Gujarat - 390 002 DIN: 00086343 DIN: 00537267 CIN: L55100GJ1985PLC008264

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Mar 31, 2014

The Members,

The Directors have pleasure in presenting the 28th Annual Report of your Company together with the Audited Financial Statements and Auditors'' Report for the year ended 31st March, 2014.

FINANCIAL RESULTS

The summary of the financial performance of the Company for the year ended 31st March, 2014 as compared to the previous year is as below:

(InRs.)

Particulars 2013-2014 2012-2013

Net Income 53,839,811 62,486,932

Net Profit before Tax 170,559 119,485

Less: Current Tax - 40,000

Net Profit after Tax 170,559 79,485

PERFORMANCE OF THE COMPANY

The Net Income of your company for the current year is Rs.53,839,811/-. Net Profit after Tax for the current year amounts to Rs. 170,559/-.

DIVIDEND

In view of the carried forward losses, yours Directors regret their inability to recommend Dividend for the year 2013-2014.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits within the meaning of Companies (Acceptance of Fixed Deposits) Rule, 1975 read with section 58A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

None of the employees of the Company are covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

Your Board of Directors here by confirms that :

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) appropriate accounting policies selected and applied are consistent and the judgments and estimates made 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 of the Company for that period;

(iii) 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 to the best of their knowledge and ability;

(iv) the annual accounts have been prepared on a ''going concern'' basis.

REPORT ON CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO :

In accordance with the requirement of section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the Report of Board of Directors) Rules, 1988, your Directors furnish hereunder the additional information as required.

A. Conservation of Energy

Your Company has made all possible efforts to closely monitor Power consumption on daily basis so as to reduce wastage and cost.

The Company is using electricity in place of gas for AC power plant and thus reduce the overall energy cost.

The Company is using Natural Gas through pipelines instead of LPG Cylinders in the Kitchen and other operational areas which reduces the energy cost.

B. Technology Absorption

Your Company has no foreign collaboration, hence no particulars are offered.

C. Foreign Exchange Earning and Outgo

As required under section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of the particulars in the Report of Board of Directors) Rules, 1988, the information relating to the foreign exchange earnings and outgo are given in the Notes to the financial statements for the year ended 31st March, 2014.

STATUTORY AUDITORS

M/s. J. M. Pabari & Associates, Chartered Accountants (Firm Reg. No-113881W), Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as per Companies Act, 2013.

Your Directors recommend their re-appointment.

The Auditors in their report have referred to the notes forming part of the accounts. The said notes are self explanatory and do not need any further elucidation.

DIRECTORS

Shri Mehinder Sharma, Directors of the Company, liable to retire by rotation being eligible, offers himself for re-appointment. Shri Amit Garg, Shri Bharat Varsani & Shri Sanjay Mangal are to be appointed as Independent Directors of the Company, not liable to retire by rotation at AGM.

Board has also made a proposal for appointment of Smt. Sangeeta P. Bansal as a woman Director in terms of the provisions of Section 149(1) of the Companies Act, 2013 read with the amended Clause 49 of the Listing Agreement.

Shri Pushpendra R. Bansal is to be re-designated as Managing Director of the Company in order to comply with the requirements of the provisions of Section 203 of the Companies Act, 2013 read with the Rules made thereon. Such recommendation is also made by the Board.

The Company has received requisite declaration from all the Directors including Independent Directors & Managing Director as prescribed under the Companies Act, 2013 along with the Clause 49 of the Listing Agreement.

The Board of Directors is duly constituted.

PREFERENTIAL ALLOTMENT OF SHARES ON CONVERSION OF WARRANTS

During the year, your Company has issued & allotted 1,195,100 Equity shares of Rs. 10/- each on conversion of 1,195,100 Warrants at par to Promoter and Non-promoters of the Company on Preferential basis vide approval accorded by the members & Stock Exchanges.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement with Stock Exchanges, your Company is committed to maintain the standards & to fulfill the requirements of Corporate Governance in all material aspects & a report on Corporate Governance together with a certificate of its compliance from the Statutory Auditors is given in Annexure forming part of this Annual Report.

INDUSTRIAL RELATIONS

During the period, the relations with all employees of the Company were cordial and a congenial atmosphere prevailed. Your Directors place on record their appreciation for the devoted services rendered by the employees of the Company.

ACKNOWLEDGMENTS

Your Directors wish to place on record their sincere thanks to the valued guests, suppliers and the Financial Institution for their support, co-operation and guidance.

Your Directors take the opportunity to express their sincere thanks to all the investors, shareholders and stakeholders for their continued confidence in the company.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, contributing in Management & delivering a sound performance.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS Place: Baroda Date: 31st July, 2014

Registered Office:

Hotel Revival, Near Sayaji Gardens, USHPENDRA BANSAL AMIT GARG

Kala Ghoda Chowk, University Road, Executive Director Director

Baroda, Gujarat – 390 002

CIN: L55100GJ1985PLC008264

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Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the 27th Annual Report of your Company together with the Audited Financial statement and Auditors'' Report for the year ended 31st March, 2013.

FINANCIAL RESULTS

The summary of the financial performance of the Company for the year ended 31st March, 2013 as compared to the previous year is as below:

(In Rs.)

2012-2013 2011-2012 Particulars

Net Income 62,486,932 58,980,223

Net Profit before Tax 119,485 3,756,633

Less: Current Tax 40,000 900,000

Net Profit after Tax 79,485 2,856,633

PERFORMANCE OF THE COMPANY

The Net Income of your company for the current year increased to Rs.62,486,932 as compare to previous year income amounting Rs. 58,980,223. Net Profit before Tax for the current year amounts to Rs. 119,485.

DIVIDEND

In view of the carried forward losses, yours Directors regret their inability to recommend Dividend for the year 2012-2013.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits within the meaning of Companies (Acceptance of Fixed Deposits) Rule, 1975 read with section 58A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

None of the employees of the Company are covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

Your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) that appropriate accounting policies selected and applied are consistent and the judgments and estimates made 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 of the Company for that period.

(iii) that 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 to the best of their knowledge and ability.

(iv) that the annual accounts have been prepared on a ''going concern'' basis.

REPORT ON CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

In accordance with the requirement of section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the Report of Board of Directors) Rules, 1988, your Directors furnish hereunder the additional information as required.

A. Conservation of Energy

Your Company has made all possible efforts to closely monitor Power consumption on daily basis so as to reduce wastage and cost.

The Company is using electricity in place of gas for AC power plant and thus reduce the overall energy cost.

The Company is using Natural Gas through pipelines instead of LPG Cylinders in the Kitchen and other operational areas which reduces the energy cost.

B. Technology Absorption

Your Company has no foreign collaboration, hence no particulars are offered.

C. Foreign Exchange Earning and Outgo

As required under section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclouser of the particulars in the Report of Board of Directors) Rules, 1988, the information relating to the foreign exchange earnings and outgo are given in Note No. 32 & 33 of the Notes to the financial statements for the year 31st March, 2013.

STATUTORY AUDITORS

M/s. J. M. Pabari & Associates, Chartered Accountants, Baroda, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Your Directors recommend their re-appointment.

The Auditors in their report have referred to the notes forming part of the accounts. The said notes are self explanatory and do not need any further elucidation.

DIRECTORS

Shri Bharat Varsani and Shri Mehinder Sharma, Directors of the Company are liable to retire by rotation being eligible, offer themselves for re-appointment. The Board of Directors is duly constituted.

INCREASE IN AUTHORISED CAPITAL

Pursuant to the approval accorded by the members at the last Annual General Meeting of the Company held on 28th September, 2012, the Authorised Share Capital of the Company has been increased from Rs. 8 Crore (8,000,000 Equity shares of Rs. 10/- each) to Rs. 15 Crore (15,000,000 Equity Shares of Rs. 10/- each).

PREFERENTIAL ALLOTMENT OF CONVERTIBLE WARRANTS

During the year, your Company has issued & allotted 11,95,100 Warrants convertible into equal number of Equity shares of Rs. 10/- each at par to Promoter and Non-promoters of the Company on Preferential basis vide approval accorded by the members & Stock Exchanges.

CORPORATE GOVERNANCE

Intense of Clause 49 of the Listing Agreement with Stock Exchanges, your Company has complied with the requirements of Corporate Governance in all material aspects and a report on Corporate Governance together with a certificate of its compliance from the Statutory Auditors is given in annexure forming part of this report.

INDUSTRIAL RELATIONS

During the period, the relations with all employees of the Company were cordial and a congenial atmosphere prevailed. Your Directors place on record their appreciation for the devoted services rendered by the employees of the Company.

ACKNOWLEDGMENTS

Your Directors wish to place on record their sincere thanks to the valued guests, suppliers and the Financial Institution for their support, co-operation and guidance. Your Directors take the opportunity to express their sincere thanks to all the investors, shareholders and stakeholders for their continued confidence in the company. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, contributing in Management & delivering a sound performance.

By Order of the Board of Directors

LORDS ISHWAR HOTELS LIMITED

Place: Baroda RANJIT KUMAR SINGH

Date :26th July, 2013 Company Secretary

Registered Office:

Hotel Revival, Near Sayaji

Gardens, Kala Ghoda Chowk,

University Road,

Baroda,Gujarat – 390 002

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Mar 31, 2012

The Directors have pleasure in presenting the 26th Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

The summary of the financial performance of the Company for the year ended 31st March, 2012 as compared to the previous year is as below:

(In Rs)

Particulars For the Year ended For the Year ended 31.03.2012 31.03.2011

Net Income 58,980,223 56,852,038

Net Profit Before Tax 3,756,633 5,912,289

Less: Current Tax 900,000 900,000

Net Profit After Tax 2,856,633 5,012,289

PERFORMANCE OF THE COMPANY

The Net Income of your company has increased from Rs. 56,852,038 to Rs. 58,980,223. Net Profit before Tax amounted to Rs. 3,756,633. The Net profit after Tax came down to Rs. 2,856,633 (Previous year Rs. 5,012,289) due to increase in Finance Cost & Employee's Benefit expense.

DIVIDEND

In view of the carried forward losses, yours Directors regret their inability to recommend Dividend for the year 2011-2012.

RE-ISSUE OF FORFEITED EQUITY SHARES ON PREFERENTIAL BASIS

During the year, your Company has re-issued & allotted 732,300 forfeited Equity shares of Rs. 10/- each at par to Promoter and Non-promoters of the Company on Preferential basis.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits within the meaning of Companies (Acceptance of Fixed Deposits) Rule, 1975 read with section 58A of the Companies Act, 1956.

DIRECTORS

Mr. Amit Garg and Mr. Sanjay Mangal, Directors of the Company are liable to retire by rotation being eligible, offer themselves for re-appointment. The Board of Directors is duly constituted.

PARTICULARS OF EMPLOYEES

None of the employees of the Company are covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

Your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) that appropriate accounting policies selected and applied, are consistent and the judgments and estimates made 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 of the Company for that period.

(iii) that 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 to the best of their knowledge and ability.

(iv) that the annual accounts have been prepared on a 'going concern' basis.

REPORT ON CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

In accordance with the requirement of section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the Report of Board of Directors) Rules, 1988, your Directors furnish hereunder the additional information as required.

A. Conservation of Energy

Your Company has made all possible efforts to closely monitor Power consumption on daily basis so as to reduce wastage and cost.

The Company is using electricity in place of gas for AC power plant and thus reduce the overall energy cost.

The Company is using Natural Gas through pipelines instead of LPG Cylinders in the Kitchen and other operational areas which reduces the energy cost.

B. Technology Absorption

Your Company has no foreign collaboration, hence no particulars are offered.

STATUTORY AUDITORS

M/s. J. M. Pabari & Associates, Chartered Accountants, Baroda Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment.

The Auditors in their report have referred to the notes forming part of the accounts. The said notes are self explanatory and do not need any further elucidation.

RENOVATION

As a part of Renovation Plan in phase wise, your Company has renovated 25 rooms and Terrace Restaurant during the year to provide luxurious touch to the esteemed guests and exhilarate true Hospitality standards.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with Stock Exchanges, your Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance together with a certificate of its compliance from the Statutory Auditors and Management Discussion & Analysis statement forms parts of this report.

INDUSTRIAL RELATIONS

During the period, the relations with all employees of the Company were cordial and a congenial atmosphere prevailed. Your Directors place on record their appreciation for the devoted services rendered by the employees of the Company.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere thanks to the valued guests, suppliers and the Financial Institution for their support, co-operation and guidance.

Your Directors take the opportunity to express their sincere thanks to all the investors, shareholders and stakeholders for their continued confidence in the company.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, contributing in Management and company affairs & delivering a sound performance by competing with the other players in the market.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

AMIT GARG Director

PUSHPENDRA BANSAL Executive Director

Place: Baroda Date : 29th August, 2012

Registered Office: Revival Hotel, Near Sayaji Gardens, Kala Ghoda Chowk, University Road, Baroda - 390 002

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Mar 31, 2010

The Directors have pleasure in presenting the 24th Annual Report of your Company together with the Audited Financial Statements and Report of Auditors thereon for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. in Lacs)

For the year For the year

Particulars Ended Ended

31.03.2010 31.03.2009

Net Income 553.90 580.40

Net Profit before tax 84.16 79.44

Less: Provision for Tax 8.92 1.05

Net Profit after tax 75.24 78.39

Add: Profit / (Loss) brought forward (195.68) (274.07)

Balance carried over to Balance Sheet (120.44) (195.68)



DIVIDEND

In view of the carried forward losses, Directors of your Company regret its inability to recommend any Dividend on equity shares for the year under review.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits within the meaning of Companies (Acceptance of Fixed Deposits) Rule, 1975 under section 58A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

During the year under report, the Company had no employees covered under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) that the Directors have selected such accounting policies and applied that consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2010 and of the profit of the Company for the year.

(iii) that the Directors have taken proper and sufficient care 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 to the best of their knowledge and ability.

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



DIRECTORS

Shri Amit Garg and Shri Sanjay Mangal Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS

M/s. J. M. Pabari & Associates, Chartered Accountants, Baroda retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment.

The auditors in their report have referred to the notes forming part of the accounts. The said notes are self explanatory and do not need any further elucidation.

CORPORATE GOVERNANCE

As per the requirement of the Listing Agreement with Stock Exchanges, your Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance together with a certificate of its compliance from the Statutory Auditors, forms parts of this report.

INDUSTRIAL RELATIONS

During the period under review, the relations with the most valuable human resources of the Company remained cordial and peaceful. Your Directors wish to place on record their appreciation for the devoted services rendered by the staff of the Company.

ACKNOWLEDGMENTS

Your Directors place on record their appreciation for the continued co-operation and support extended to the Company by the Financial Institutions, the Bankers and Shareholders. Your Directors also wish to record their recognition of the Customer Support and Patronage by the Corporate Houses in and around

Baroda.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance during the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place: Baroda PUSHPENDRA BANSAL AMIT GARG

Date : 31st July, 2010 Executive Director Director



Registered Office:

Revival Hotel, Near Sayaji Gardens,

Kala Ghoda Chowk, University Road,

Baroda - 390 002