Directors Report of Royale Manor Hotels And Industries Ltd.

Mar 31, 2024

Your directors have pleasure in presenting their 33^rd Annual Report on the business and operations of the Company together with its Audited Accounts for the year ended March 31, 2024. The Management Discussion and Analysis also included in this Report.

1. FINANCIAL RESULTS:

The highlights of the financial results of the Company for the financial year ended March 31, 2024 are as under:

('' in Lacs)

Particulars	2023-2024	2022-2023
Total Income	2,512.45	2,321.32
Profit/(Loss) Before Financial Charges, Depreciation and Income Tax	743.89	683.32
Less: Financial Charges	80.67	94.27
Less: Depreciation	102.48	97.47
Profit before Income Tax and Exceptional Item	560.74	491.58
Add/(Less) : Extra ordinary/ Prior Period Items	0.00	0.00
Profit before Income Tax	560.74	491.58
Provision for Income Tax	139.48	116.28
Deferred Tax Income/(Expense)	(0.53)	(3.87)
Profit For the Year after Income Tax	421.79	379.17
Other Comprehensive Income	0.34	16.56
Profit Available for Appropriation	422.13	395.73
Appropriation
Reserve for Replacement of FF &E (Net)	0.00	0.00
Proposed Dividend	0.00	0.00
Tax on Dividend	0.00	0.00
Balance of Profit/(Loss) brought forward	2435.70	1999.88
Transfer to Capital Redemption Reserve	00	00
Balance carried to Balance Sheet	2857.83	2435.70

2. BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF COMPANY''S AFFAIR:

Financial Year 2023-24 was a year where the Company focused on exceeding its pre-pandemic levels of financial performance, establishing its market leadership. During the year under review, our hotel has seen an increase in average room rate and in average occupancy. The management has successfully established the hotel''s reputation in the market as a venue consistently prepared to cater both business and leisure travelers. The Average Occupancy of the hotel for 2023-24 has been increased to 81% from 77% and the Average Room Rates of the hotel for the year 2023-24 has been noted as '' 5,522/- as compared to '' 5,207/- in the previous year 2022-2023.

The hotel unit of the Company "The Ummed Ahmedabad" ensures highest levels of Hygiene and Food Safety criteria. Further, the hotel has established superior ambience, interior decorations, services and loyal clientele retained its'' market leadership in the city of Ahmedabad and that has placed the hotel ahead of its competitors.

During the financial year 2023-24, Company had been in a position to achieve a turnover of '' 2,512.45 Lacs in comparison to '' 2321.32 Lacs in the previous year 2022-23. The profit before tax for the FY 2023-24 and FY 2022-23 were '' 560.74 Lacs and '' 491.58 Lacs respectively. Your directors are hopeful that there would be further improvement in the performance of the company in the FY 2024-25.

3. CHANGE IN THE NATURE OF BUSINESS:

The Company is engaged in the activities of Hotels and Restaurants. There was no change in the nature of the business of the Company during the year under review.

4. SHARE CAPITAL:

The paid-up Equity Share Capital as on March 31, 2024 was '' 19.83 Crore.

A) Allotment of equity shares pursuant to conversion of convertible warrants:

During the year under review, the Board of Directors of your company have consented to the allotment of 9,50,000 equity shares at '' 22.31 each (including premium of '' 12.31) at their meeting held on January 17, 2024 to Shree Bala Finvest Private Limited (promoter) in pursuant to the conversion of convertible warrants issued on preferential basis as approved of members of the company at the 32^nd Annual General Meeting held on September 30, 2023. The Company has received trading approval from BSE Limited vide notice no. LOD/PREF/DA/FIP/1248/2023-24 dated February 19, 2024 admitting 9,50,000 number of equity shares for trading w.e.f. February 20, 2024. The newly issued equity shares shall rank pari-passu with the existing equity shares of the company.

B) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

C) Issue of sweat equity shares:

During the year under review, the Company has not issued any sweat equity shares.

D) Issue of employee stock options:

During the year under review, the Company has not issued any employee stock options.

E) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

5. DIVIDEND:

During the year under review, the Company has not declared any dividend to the shareholders of the company.

6. UTILIZATION OF THE PROCEEDS OF PREFERENTIAL ISSUE:

Total issue size	Amount	Amount utilized as per the	Date of Raising	Deviation/
of Convertible	received	object mentioned in the	Fund	variation
Warrants (?)	per warrant	explanatory statement
'' 2.12 Crores	'' 22.31 each	'' 2.12 Crores	18.10.2023 & 17.01.2024	Nil

7. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any Subsidiaries, Associate and Joint Venture Companies. Hence, details for the same are not required to be mentioned here.

8. DIRECTORS AND KMP:

a) Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company:

Name	Designation
Mr. Vishwajeet Singh U Champawat	Chairman and Managing Director
Ms. Seema Kalwani	Company Secretary and Compliance officer
Mr. Devraj Singh Chauhan	Chief Financial Officer

b) Directors:

Name	Designation
Mr. Jayesh V. Dave	Non-Executive - Independent Director
Mr. Ramprakash R. Kothari	Non-Executive - Independent Director
Mrs. Ranju Bhati	Non-Executive - Independent Director
Mrs. Mrinalini Singh	Non - Executive Director - Non-Independent Director

c) Changes in Directors and Key Managerial Personnel during the year and till the date of AGM:

Name	Designation	Date of Appointment	Date of Resignation
Mrs. Mrinalini Singh	Non Executive director -Non Independent director	08.07.2023 Regularised as on 30.09.2023
Ms. Seema Kalwani	Company Secretary	08.07.2023	--
Ms. Somya Singhal	Company Secretary	-	08.07.2023
Mr. Ramprakash R. Kothari	Non-Executive - Independent Director	-	05.08.2024
Mr. Surendra Khemka	Additional Director	05.08.2024	-

d) Declaration by an Independent Director(s) and re-appointment, if any:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of conduct formulated by the Company as hosted on the Company''s Website i.e. www.rmhil.com.

9. ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft Annual Return of the Company for the Financial Year ended on March 31, 2024 in Form MGT-7 is available on website of the Company and can be accessed at www.rmhil.com

10. NUMBER OF MEETINGS OF THE BOARD:

During the year the Board of Directors met 8 (Eight) times at the dates mentioned below. The details of the board meetings are provided in Corporate Governance Report.

30.05.2023	08.07.2023	11.08.2023	04.09.2023
18.10.2023	07.11.2023	17.01.2024	09.02.2024

The Board of Directors of the Company were present at the following Board Meetings held during the year under review:

Name of Director	No. of Board Meetings held during the period when the Director was on the Board	Meetings attended	Attendance at last AGM
Mr. Vishwajeet Singh U Champawat	8	7	Yes
Mr. Ramprakash R. Kothari	8	8	Yes
Mr. Jayesh V. Dave	8	8	Yes
Ms. Ranju Bhati	8	6	No
Mrs. Mrinalini Singh*	6	2	No

11. BOARD EVALUATION:

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

12. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Schedule IV of the Act, Listing Regulations and Secretarial Standard - 1 on Meetings of the Board of Directors mandates that the Independent Directors of the Company hold at least one meeting in a year, without the attendance of Non-Independent Directors.

The Independent Directors Meeting was held on March 30, 2024. The Independent Directors, inter alia, discussed and reviewed performance of Non-Independent Directors, the Board as a whole, Chairperson of the Company and assessed the quality, quantity and timeliness of flow of information between the Company''s management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

In addition to formal meetings, frequent interactions outside the Board Meetings also take place between the Independent Directors and with the Chairperson, and rest of the Board.

13. DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors made the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a. That in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That such accounting policies have been selected and applied consistently and judgment and estimates have been made 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, 2024 and of the profit of the Company for the year ended on that date;

c. That 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;

d. That the annual financial statements have been prepared on a going concern basis;

e. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. That system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

14. AUDITORS:

A. Statutory Auditors:

In terms of Section 139 of the Companies Act, 2013 ("the Act"), and the Companies (Audit and Auditors) Rules, 2014, made thereunder, the present Statutory Auditors of the Company M/s. Naimish N Shah & Co, Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the Company from Annual General Meeting for the year 2022, to hold office until the conclusion of the Annual General Meeting which will be held in the year 2027.

The certificate of eligibility under applicable provisions of the Companies Act, 2013 and corresponding Rules framed thereunder was furnished by them towards appointment of 5 (Five) years term.

B. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Rupal Patel, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure -A".

Reply for qualification Remark in Secretarial Audit Report:

• The Company has informed to the promoters about the mandatory requirement of their holding shall be in dematerialized mode only.

15. TRANSFER TO/FROM RESERVES:

It is proposed to transfer '' 422.13 lacs to Reserves and Surplus out of the profit for the FY 2023-24.

16. DEPOSITS:

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at March 31, 2024.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

18. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business which are mentioned at Point no.3.9 of Notes to Accounts forming part of audited financial result for the year ended on March 31, 2024. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its future operations.

20. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts. Moreover, during the year under review, there were no instances of onetime settlement with any Banks or Financial Institutions.

21. CORPORATE SOCIAL RESPONSIBILITY:

In today''s world Corporate Social Responsibility is a very important and dominant concept for external environment. Every year 5^th June is observed as the World Environment Day around the world and is of immense importance for The Ummed Ahmedabad Hotel. It is about creating wealth for all our stakeholders, embracing diversity, minimizing resource consumption. We provide healthy and hygienic food to our valuable customers. Customer satisfaction is our motive. This is a commitment to safeguard the health and safety of our employees and neighbors, to support the local economy and to treat our staff fairly.

22. BUSINESS RISK MANAGEMENT:

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either /or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates and reputation as "Risks". Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks.

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year under review, the Company retained external audit firm to review its existing internal control system with a view of tighten the same and introduce system of self-certification by all the process owners to ensure that internal controls over all the key business processes are operative. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

24. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate and proper internal financial controls with reference to the Financial Statements during the year under review.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

26. EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Company''s vision and strategy to deliver good performance.

27. NOMINATION & REMUNERATION POLICY OF THE COMPANY:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is available on the Company''s website at www.rmhil.com.

28. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has been proactive in the following principles and practices of good corporate governance. A report in line with the requirements of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the report on Management Discussion and Analysis and the Corporate Governance practices followed by the Company and the Auditors Certificate on Compliance of mandatory requirements are given as an "Annexure "B & C" respectively to this report.

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.

As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the Auditor''s Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual Report.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-D".

30. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year as on March 31, 2024 and the date of Director''s Report.

31. PARTICULERS OF EMPLOYEES & EMPLOYEE REMUNERATION:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as "Annexure- E" to the Board''s report.

None of the employees of the Company drew remuneration of '' 1,02,00,000/- or more per annum and '' 8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provision of sexual harassment of women work at workplace (Prevention, Prohibition and redressal) Act, 2013 and the rules framed thereunder. During the financial year 2023-24, the Company has not received any complaint on sexual harassment.

33. TRANSFER OF UN-CLAIMED DIVIDENDS:

The Company does not have any funds lying as unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

34. SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards - 1,2,3 and 4 issued by the Institute of Company secretaries of India relating to ''Meetings of the Board of Directors'' and General Meetings'', ''Payment of Dividend'' and ''Report of the Board of Directors'' respectively, have been duly followed by the Company.

35. ACKNOWLEDGMENT:

Your directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

By Order of the Board of Directors For Royale Manor Hotels & Industries Limited

Sd/-

Vishwajeet Singh U Champawat

Place: Ahmedabad Chairman and Managing Director

Date: 05/08/2024 DIN: 00519755

---

Mar 31, 2023

Your directors have pleasure in presenting their 32^nd Annual Report on the business and operations of the Company together with its Audited Accounts for the year ended March 31, 2023. The Management Discussion and Analysis also included in this Report.

1. FINANCIAL RESULTS:

The highlights of the financial results of the Company for the financial year ended March 31, 2023 are as under:

Particulars	2022-2023	2021-2022
Total Income	2,321.32	1449.27
Profit/(Loss) Before Financial Charges, Depreciation and Income Tax	683.32	326.62
Less: Financial Charges	94.27	98.18
Less: Depreciation	97.47	87.64
Profit before Income Tax and Exceptional Item	491.58	140.80
Add/(Less) : Extra ordinary/ Prior Period Items	0.00	0.00
Profit before Income Tax	491.58	140.80
Provision for Income Tax	116.28	55.42
Deferred Tax Income/(Expense)	(3.87)	(6.93)
Profit For the Year after Income Tax	379.17	92.31
Other Comprehensive Income	16.56	2.61
Profit Available for Appropriation	395.73	94.92
Appropriation
Reserve for Replacement of FF &E (Net)	40.09	18.52
Proposed Dividend	0.00	0.00
Tax on Dividend	0.00	0.00
Balance of Profit/(Loss) brought forward	1999.88	1886.43
Transfer to Capital Redemption Reserve	00	0.00
Balance carried to Balance Sheet	2435.70	1999.88

2. BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR AND STATE OF COMPANY''S AFFAIRS:

Financial Year 2022-23 was a year where the Company focused on exceeding its pre-pandemic levels of financial performance, establishing its market leadership. During the year under review, coming out of the disastrous effect owing to the pandemic, Ahmedabad hotels seen an increase in average room rate but a decline in average occupancy. The Average Occupancy of the hotel for 2022-23 has been reduced to 77% from 83.64% and the Average Room Rates of the hotel for the year 2022-23 has been noted as '' 5,207/- as compared to '' 3,137/- in the previous year 2021-2022.

The hotel unit of the Company "The Ummed Ahmedabad" ensures highest levels of Hygiene and Food Safety criteria. Further, the hotel has established superior ambience, interior decorations, services and loyal clientele retained its'' market leadership in the city of Ahmedabad and that has placed the hotel ahead of its competitors.

During the financial year 2022-23, Company had been in a position to achieve a turnover of '' 2,321.32 Lacs in comparison to '' 1449.27 Lacs in the previous year 2021-22. The profit before Income Tax for the FY 202223 and FY 2021-22 were '' 491.58 Lacs and '' 140.80 Lacs respectively. Your directors are hopeful that with recovery in the economy, there would be a marked improvement in the performance of the company in the FY 2023-24.

3. CHANGE IN THE NATURE OF BUSINESS:

The Company is engaged in the activities of Hotels and Restaurants. There was no change in the nature of the business of the Company during the year under review.

4. SHARE CAPITAL:

The paid-up Equity Share Capital as on March 31, 2023 was '' 18.88 Crore.

A) Allotment of equity shares pursuant to conversion of convertible warrants:

During the year under review, the board of director of your company has allotted 10,00,000 equity shares at '' 15.74 each (including premium of '' 5.74) at their meeting held on February 13, 2023 to Pioneer Buildcon Private Limited (promoter) in pursuant to the conversion of convertible warrant issued on preferential basis as approved of members of the company at the 31^st Annual General Meeting held on September 30, 2022. The Company has received trading approval from BSE Limited vide notice no. 20230227-11 dated February 27, 2023 admitting 10,00,000 number of equity shares for trading w.e.f. February 28, 2023. The newly issued equity shares shall rank pari passu with the existing equity shares of the company.

B) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

C) Issue of sweat equity shares:

During the year under review, the Company has not issued any sweat equity shares.

D) Issue of employee stock options:

During the year under review, the Company has not issued any employee stock options.

E) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

5. DIVIDEND:

During the year under review, the Company has not declared any dividend to the shareholder of the company.

6. UTILIZATION OF THE PROCEEDS OF PREFERENTIAL ISSUE:

Total issue size of	Amount	Amount utilized as per the	Date of	Deviation/
Convertible	received	object mentioned in the	Raising Fund	variation
Warrants (?)	per warrant	explanatory statement
'' 1.57 Crores	'' 15.74 each	'' 1.57 Crores	18.10.2022 & 13.02.2023	Nil

7. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any Subsidiaries, Associate and Joint Venture Companies. Hence, details for the same are not required to be mentioned here.

8. DIRECTORS AND KMP:

a) Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company:

Name	Designation
Mr. Vishwajeet Singh U Champawat	Chairman and Managing Director
Ms. Seema Kalwani	Company Secretary cum Compliance officer (appointed on 08.07.2023)
Mr. Devraj Singh Chauhan	Chief Financial Officer

b) Directors:

Name	Designation
Mr. Jayesh V. Dave	Non-Executive - Independent Director
Mr. Ramprakash R. Kothari	Non-Executive - Independent Director
Mrs. Ranju Bhati	Non-Executive - Independent Director
Mrs. Mrinalini Singh	Non - Executive Director

c) Changes in Directors and Key Managerial Personnel during the year and till the date of AGM:

Name	Designation	Date of Appointment	Date of Resignation
Mr. Vishwajeet Singh U. Champawat	Chairman and Managing Director	18.10.2022 (change of designation)	--
Mr. U. Champawat	Chairman and Managing Director	--	02.10.2022 (due to demise)
Mrs. Mrinalini Singh	Non - Executive Director -Non-Independent Director	08.07.2023	--
Ms. Ranju Bhati	Non-Executive -Independent Director	22.07.2022	--
Mr. Yogesh Kumar Mehta	Chief Financial Officer	---	22.07.2022
Mr. Devraj Singh Chauhan	Chief Financial Officer	22.07.2022	--

Name	Designation	Date of Appointment	Date of Resignation
Mrs. Qury Nagadiya	Non-Executive -Independent Director	--	22.07.2022
Mrs. Somya Singhal	Company Secretary & Compliance Officer	--	08.07.2023
Ms. Seema Kalwani	Company Secretary & Compliance Officer	08.07.2023	--

d) Declaration by an Independent Director(s) and re-appointment, if any:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of conduct formulated by the Company as hosted on the Company''s Website i.e. www.rmhil.com.

9. ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft Annual Return of the Company for the Financial Year ended on March 31, 2023 in Form MGT-7 is available on website of the Company and can be accessed at www.rmhil.com

10. NUMBER OF MEETINGS OF THE BOARD:

During the year the Board of Directors met 8 (Eight) times. The details of the board meetings are provided in Corporate Governance Report.

30-05-2022	22-07-2022	08-08-2022	18-08-2022
30-08-2022	18-10-2022	14-11-2022	13-02-2023

The Board of Directors of the Company were present at the following Board Meeting held during the year under review:

Name of Director	No. of Board Meeting Held during the period when the Director was on the Board	Meetings attended	Attendance at last AGM
Mr. Ummedsingh Champawat*	4	2	No
Mr. Vishwajeet Singh U Champawat	8	8	Yes
Mr. Ramprakash R. Kothari	8	8	Yes
Mr. Jayesh V. Dave	8	8	Yes
Ms. Ranju Bhati**	5	3	Yes
Mrs. Qury Nagadiya***	2	-	No

Extra Ordinary General Meeting:

One extraordinary general meeting was held through postal ballot during the year under review.

11. DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by

them, your Directors made the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a. That in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That such accounting policies have been selected and applied consistently and judgment and estimates have been made 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, 2023 and of the profit of the Company for the year ended on that date;

c. That 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;

d. That the annual financial statements have been prepared on a going concern basis;

e. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. That system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

12. AUDITORS:

A. Statutory Auditors:

In terms of Section 139 of the Companies Act, 2013 ("the Act"), and the Companies (Audit and Auditors) Rules, 2014, made thereunder, the present Statutory Auditors of the Company M/s. Naimish N Shah & Co, Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the Company from Annual General Meeting for the year 2022 and that they shall hold the office of the Statutory Auditors of the Company from the conclusion of this meeting until the conclusion of the Annual General Meeting which will be held in the year 2027 on such remuneration as may be fixed by the Board of Directors in consultation with them.

The certificate of eligibility under applicable provisions of the Companies Act, 2013 and corresponding Rules framed thereunder was furnished by them towards appointment of 5 (Five) years term.

B. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Rupal Patel, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure -A".

Reply for qualification Remark in Secretarial Audit Report:

• The Company has informed to the promoters about the mandatory requirement of their holding shall be in dematerialized mode only.

13. TRANSFER TO/FROM RESERVES:

It is proposed to transfer '' 395.73 lacs to reserves and Surplus out of the profit for the FY 2022-23.

14. DEPOSITS:

The Company has not accepted or renewed any deposits during the year. There are no outstanding and

overdue deposits as at March 31, 2023.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

16. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS:

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its future operations.

18. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts. Moreover, during the year under review, there were no instances of onetime settlement with any Banks or Financial Institutions.

19. BOARD EVALUATION:

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

20. CORPORATE SOCIAL RESPONSIBILITY:

In today''s world Corporate Social Responsibility is a very important and dominant concept for external environment. Every year 5^th June is observed as the World Environment Day around the world and is of immense importance for The Ummed Ahmedabad. It is about creating wealth for all our stakeholders, embracing diversity, minimizing resource consumption. We provide healthy and hygienic food to our valuable customers. Customer satisfaction is our motive. This is a commitment to safeguard the health and safety of our employees and neighbors, to support the local economy and to treat our staff fairly.

21. BUSINESS RISK MANAGEMENT:

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either /or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates and reputation as "Risks". Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year under review, the Company retained external audit firm to review its existing internal control system with a view of tighten the same and introduce system of self-certification by all the process owners to ensure that internal controls over all the key business processes are operative. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations

of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate and proper internal financial controls with reference to the Financial Statements during the year under review.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

25. EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Company''s vision and strategy to deliver good performance.

26. NOMINATION & REMUNERATION POLICY OF THE COMPANY:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is available on the Company''s website at www.rmhil.com.

27. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has been proactive in the following principles and practices of good corporate governance. A report in line with the requirements of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the report on Management Discussion and Analysis and the Corporate Governance practices followed by the Company and the Auditors Certificate on Compliance of mandatory requirements are given as an "Annexure B" & "Annexure C" respectively to this report.

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.

As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the Auditor''s Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual Report.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-D".

29. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year as on March 31, 2023 and the date of Director''s Report.

30. PARTICULERS OF EMPLOYEES & EMPLOYEE REMUNERATION:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as "Annexure- E" to the Board''s report.

None of the employees of the Company drew remuneration of '' 1,02,00,000/- or more per annum and '' 8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

31. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provision of sexual harassment of women work at workplace (Prevention, Prohibition and redressal) Act, 2013 and the rules framed thereunder. During the financial year 2022-23, the Company has not received any complaint on sexual harassment.

32. TRANSFER OF UN-CLAIMED DIVIDENDS:

The Company does not have any funds lying as unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

33. SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards - 1,2,3 and 4 issued by the Institute of Company secretaries of India relating to ''Meetings of the Board of Directors'' and General Meetings'', ''Payment of Dividend'' and ''Report of the Board of Directors'' respectively, have been duly followed by the Company.

34. ACKNOWLEDGMENT:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

By Order of the Board of Directors For Royale Manor Hotels & Industries Limited

Sd/-

Vishwajeet Singh U Champawat

Place: Ahmedabad Chairman and Managing Director

Date: 04/09/2023 DIN: 00519755

Registered Office:

International Airport Circle,

Ahmedabad, Gujarat, 382475 CIN:L55100GJ1991PLC015839 Phone No.: 079-22868641,2,3,

Email: [e-mail] Website: www.rmhil.com

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Mar 31, 2015

Dear Members,

The directors have pleasure in presenting their 24thAnnual Report on the business and operations of the Company together with its Audited Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS

The highlights of the financial results of the Company for the financial year ended March 31,2015 are as under:

(Rs. in Lacs)

Particulars 2014-2015 2013-2014

Total Income 2,485.05 2106.49

Profit/(Loss) before Financial Charges, Depreciation and Income Tax 690.22 541.27

Less : Financial Charges 211.28 201.87

Less : Depreciation 296.30 137.75

Profit before Income Tax and 182.63 201.65

Exceptional Item

Add/(Less) : Extra Ordinary/Prior Period Item 54.93 0.00

Profit Before Income Tax 237.56 201.65

Provision for Income Tax (48.00) (47.12)

Deferred Tax Income/(Expense) (55.07) (1.59)

Profit For the Year after

Income Tax 244.63 152.94

Profit Available for 244.63 152.94

Appropriation

Appropriation

Reserve for Replacement (25.11) (3.24)

of FF&E (Net)

Proposed dividend (7.23) (9.89)

Tax on dividend (1.44) (1.68)

Balance of Profit/(Loss) 769.79 689.34

brought forward

Transfer to Capital (14.42) (57.68)

Redemption Reserve

Bal. carried to Balance Sheet 966.23 769.79

2. OPERATIONS

During the year under review, due to ongoing trend of economic slowdown, in the first half of the year, there was a downward trend in the demand. However, towards the second half of the financial year 2014-15 the demand picked up. Also, in the Ahmedabad city, Hotel business became more competitive due to commensing of new Hotels. The Average Occupancy of the hotel for 2014-15 has decreased to 63% from 66% and the Average Room Rates of the hotel for the year 2014-15 has been noted as Rs. 5,587 as compares to Rs. 5,337 in the previous year 2013-14.

However, during the financial year 2014-15, Company had been in a position to achieve a turnover of Rs. 2485.05 Lacs, in comparison to Rs. 2106.49 Lacs, in the previous year 2013-14. The profit before tax and profit after tax for the year under review were Rs. 237.56 Lacs and Rs. 244.63 Lacs respectively. Your directors are hopeful that with recovery in the economy, there would be a marked improvement in the performance of the company.

The hotel unit of the Company "THE GATEWAY HOTEL UMMED" Ahmedabad is an ISO 22000:2005 certified hotel with the highest levels of Hygiene and Food Safety criteria. Your company's hotel is managed by The Indian Hotels Company Limited (Taj Group) for over Fifteen years. Further, The established "THE GATEWAY HOTEL, BRAND", superior ambience, interior decorations, services and loyal clientele retained its' market leadership in the city of Ahmedabad and has placed the hotel ahead of its Competitors.

3. NATURE OF BUSINESS

The Company is engaged in the activities of Hotels and Restaurants.

There was no change in the nature of the business of the Company during the year under review.

4. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 18.10 Crores.

A) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

B) Issue of sweat equity shares

During the year under review, the Company has not issued any sweat equity shares.

C) Issue of employee stock options

During the year under review, the Company has not issued any sweat equity shares.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for thebenefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

5. DIVIDEND

Your directors are pleased to recommend 6% dividend on Optionally Convertible Preference Shares (OCPS) for the year ended 31st March, 2015, aggregating Rs. 7.23 Lacs.

However, in view of future expansion, your directors express their inability to recommend a dividend on Equity Shares of the Company for the year under review.

6. REPORT ON PERFORMANCE AND FINANCIALPOSITION OF SUBSIDIARIES, ASSOCIATES ANDJOINT VENTURE COMPANIES

The Company does not have Subsidiaries, Associate and Joint Venture Companies. Hence, details for the same are not required to mention here.

7. DIRECTORS AND KMP:

a) Changes in Directors and Key Managerial Personnel:

Mr. Vishwajeetsingh Ummedsingh Champawat will retire at the forth coming Annual General Meeting ofthe Company and being eligible, offer himself for reappointment.

During the year under review, Company has accepted resignation of Mr. Satish Sharma from the post of Company Secretary cum Compliance officer and appointed Mr. U. Champawat as a compliance officer of the Company on 16/10/2014.

During the year under review, company has appointed Mr. Kalpesh Bhupatbhai Baraiya for the post of Company Secretary cum Compliance officer of the Company on 01/12/ 2014.

The Company has appointed Mrs. Ragini Toshniwal as an additional independent woman director of the Company pursuant to section 149 of Companies Act, 2013 on 19/02/2015.

b) Declaration by an Independent Director(s) and reappointment,if any

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

8. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure-A".

9. NUMBER OF BOARD MEETING

During the year the Board of Directors met 10 times. The details of the board meetings are provided in Corporate Governance Report.

10. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to theinformation and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended March 31,2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

c. that 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 safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

11. AUDITORS

A. Statutory Auditors

The Company's Auditors, M/S. NAIMISH N. SHAH & CO., Chartered Accountant, Ahmedabad who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

B. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Zalak Dodiya, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as"Annexure -B".

Report for qualification Remark in Secretarial Audit Report:

Though, the Company has not given intimation for trading window closure as required under clause 3.2.1 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 during the year under review, It is hereby clarified that the Company has complied with SEBI (Prohibition of Insider Trading) Regulations, 2015 and adopted Code of Conduct for Prohibition of Insider Trading and keep in adherence with the same. However Directors or promoters of the Company have not traded in securities of the Company during the year under review.

12. TRANSFER TO RESERVES

It is proposed to transfer Rs. 374.06 Lacs to reserves out of the profits earned during FY 2014-15.

13. FIXED DEPOSITS

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at 31st March, 2015.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

15. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have apotential conflict with the interest of the Company at large.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its future operations.

17. CORPORATE SOCIAL RESPONSIBILITY

In today's world Corporate Social Responsibility is a very important and dominant concept for external environment. Every year 5th June is observed as the World Environment Day around the world and is of immense importance for the Taj Group. In the year 2011-12, "THE GATEWAY HOTEL UMMED" has obtained Earth Check Silver certification from Earth Check, on International Environment body. The same certificate is renewed during the year 2014-15. It is about creating wealth for all our stakeholders, embracing diversity, minimizing resource consumption and reducing our greenhouse gas emissions. We provide healthy and hygienic food to our valuable customers. Customer satisfaction is our motive. This is a commitment to safeguard the health and safety of our employees and neighbors, to support the local economy and to treat our staff fairly.

However, we recognise that we will have to be innovative and draw on our key strength in order to deliver the lasting positive outcomes that are at the core of our commitment to sustainability of the Hotel. Even our motivated staff - are also very conscious about the environment protection concept and to support environment protection concept, all staff members of "THE GATEWAY HOTEL UMMED" are strictly participating in No Vehicle Day by at least once in a month.

18. BUSINESS RISK MANAGEMENT

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either /or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the Company operates and reputation as "Risks". Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks.

19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the yearunder review, the company retained external audit firm to review its existing internal control system with a view of tighten the same and introduce system of self-certification by all the process owners to ensure that internal controls over all the key business processes are operative. The scope and authority of the Internal Audit (IA) functionis defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

21. EMPLOYEE RELATIONS

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Company's vision and strategy to deliver good performance.

22. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS:

The Company has been proactive in the following principles and practices of good corporate governance. A report in line with the requirements of Clause 49 of the listing agreement on Management Discussion and Analysis and the Corporate Governance practices followed by the Company and the Auditors Certificate on Compliance of mandatory requirements are given as an "Annexure "C & D" respectively to this report.

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with.

As per Clause 49 of the Listing Agreement with the Stock Exchanges,the Corporate Governance Report, Management Discussion and Analysis and the Auditor's Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as"Annexure-E".

24. PARTICULARS OF EMPLOYEES

None of the employees of the Company drew remuneration of Rs. 60,00,000/- or more per annum Rs. 5,00,000/- or more per month during the year. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

24. ACKNOWLEDGMENT

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

By Order of the Board of Directors Place : Ahmedabad U. Champawat Date : 14th August, 2015 Chairman & Managing Director (DIN-00294184)

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Mar 31, 2014

To the Members,

The directors have pleasure in presenting their 23rd Annual Report on the business and operations of the Company together with its Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the financial year ended March 31,2014 are as under:

(Rs.in Lacs)

Particulars 2013-2014 2012-2013

Total Income 2106.49 1950.13

Profit/(Loss) before Financial Charges, Depreciation and Income Tax 541.27 472.18 Less : Financial Charges 201.87 148.52 Less : Depreciation 137.75 149.98 Profit before Income Tax and 201.65 173.68

Exceptional Item

Add/(Less) : Extra Ord i n ary/Exceptional - 22.24 Item

Profit Before Income Tax 201.65 195.92

Provision for Income Tax (47.12) (49.86)

Deferred Tax Income/(Expense) (1.59) 0.61

Profit For the Year after

Income Tax 152.94 146.67

Profit Available for 152.94 146.67 Appropriation

Appropriation Reserve for Replacement (3.24) 18.19 of FF&E (Net)

Proposed dividend (9.89) (13.55)

Tax on dividend (1.68) (2.20)

Balance of Profit/(Loss) 689.34 597.91 brought forward

Transfer to Capital (57.68) (57.68) Redemption Reserve

Bal. carried to Balance Sheet 769.79 689.34

Your directors are pleased to recommend 6% dividend on Optionally Convertible Preference Shares (OCPS) for the year ended 31st March, 2014, aggregating Rs.9.89 Lacs. However, in view of future expansion, your directors express their inability to recommend a dividend on Equity Shares of the Company for the year under review. OPERATIONS

During the year under review, due to ongoing trend of economic slowdown, in the first half of the year, there was a downward trend in the demand. However, towards the second half of the financial year 2013-14 the demand picked up. Also, in the Ahmedabad city, Hotel business

became more competitive due to commissioning of new Hotels. The Average Occupancy of the hotel for 2013-14 has decreased to 66% from 67.12% and the Average Room Rates of the hotel for the year 2013-14 has been noted as Rs.5,337 as compares to Rs.5,557 in the previous year 2012-13.

However, during the financial year 2013-14, Company had been in a position to achieve a turnover of Rs.2106.49 Lacs, in comparison to Rs. 1950.13 Lacs, in the previous year 2012-13. The profit before tax and profit after tax for the year under review were Rs.201.65 Lacs and Rs. 152.94 Lacs respectively. Your directors are hopeful that with recovery in the economy, there would be a marked improvement in the performance of the company.

The hotel unit of the Company "THE GATEWAY HOTEL UMMED" Ahmedabad is an ISO 22000:2005 certified hotel with the highest levels of Hygiene and Food Safety criteria. Your company''s hotel is managed by The Indian Hotels Company Limited (Taj Group) for over Forteen years. Further, The established "THE GATEWAY HOTEL BRAND", superior ambience, interior decorations, services and loyal clientele retained its'' market leadership in the city of Ahmedabad and has placed the hotel ahead of its Competitors.

SUSTAINABILITY INITIATIVES

Sustainability is a commitment for us to align our strategy in all aspects of our business with our stakeholders in various dimensions such as economic, social and environment.

CORPORATE SOCIAL RESPONSIBILITY

In today''s world Corporate Social Responsibility is a very important and dominant concept for external environment. Every year 5th June is observed as the World Environment Day around the world and is of immense importance for the Taj Group. In the year 2011-12, "THE GATEWAY HOTEL UMMED" has obtained Earth Check Silver certification from Earth Check, on International Environment body. The same certificate is renewed during the year 2013-14. It is about creating wealth for all our stakeholders, embracing diversity, minimizing resource consumption and reducing our greenhouse gas emissions. We provide healthy and hygienic food to our valuable customers. Customer satisfaction is our motive. This is a commitment to safeguard the health and safety of our employees and neighbors, to support the local economy and to treat our staff fairly.

However, we recognise that we will have to be innovative and draw on our key strength in order to deliver the lasting positive outcomes that are at the core of our commitment to sustainability of the Hotel. Even our motivated staff - are also very conscious about the environment protection concept and to support environment protection concept, all staff members of "THE GATEWAY HOTEL UMMED" are strictly participating in No Vehicle Day by at least once in a month.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the financial year 2013-14 from public.

DIRECTORS

In accordance with provisions of Section 256 of Companies Act, 1956 and Articles of Association of the company, Mr. Praveen Kumar Patel, the director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, who has not sought re-appointment, be not filled in at this meeting or any adjournment thereof.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Jayesh Dave and Mr. Ramprakash Kothari as Independent Directors of the Company. As per Section 149 of the Companies Act, 2013, which came into effect from 1st April, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors, hereby confirms that:

(i) in the preparation of annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed and there are no material departures.

(ii) the directors have selected the accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the current financial year and of the profit of the Company for the year under review.

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

(iv) the directors had prepared the annual accounts for the financial year ended 31st March, 2014 on a "going concern" basis.

AUDITORS

M/s Naimish N. Shah & Co., Chartered Accountants, Ahmedabad, the statutory Auditors of the company retire on the conclusions of the ensuing 23rd Annual General Meeting of the company and being eligible offer themselves for re-appointment. You are requested to consider their re-appointment.

Significant Accounting policies & Notes Forming part of Accounts are self-explanatory. Thus, no comment is required from the Board of Directors of the Company.

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

The particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in report of the Board of Directors) Rules, 1988 is annexed as per Annexure - "A" which forms part of this Report.

CORPORATE GOVERNANCE

The Company has been proactive in the following principles and practices of good corporate governance. A report in line with the requirements of Clause 49 of the listing agreement on Management Discussion and Analysis and the Corporate Governance practices followed by the Company and the Auditors Certificate on Compliance of mandatory requirements are given as an Annexure "B & C" respectively to this report.

STATEMENT OF EMPLOYEES'' PARTICULARS

None of the employees of the Company drew remuneration of Rs.60,00,000/- or more per annum / Rs.5,00,000/- or more per month during the year. Hence, no information is required to be furnished as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude the whole- hearted support and cooperation received from valued customers, Financial Institutions, Banks, Taj Group, Government Departments, shareholders, employees and public for their continuous support and patronage extended and confidence reposed in the management of the Company.

By Order of the Board of Directors

Place : Ahmedabad U. Champawat Date : 13th August, 2014 Chairman & Managing Director

---

Mar 31, 2013

To the Members,

The directors have pleasure in presenting their 22nd Annual Report on the business and operations of the Company together with its Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the financial year ended March 31, 2013 are as under:

(Rs.in Lacs)

Particulars 2012-2013 2011-2012

Total Income 1950.13 1945.49

Profit/(Loss) before Financial Charges, Depreciation and Income Tax 472.18 545.06

Less : Financial Charges 148.52 143.18

Less : Depreciation 149.98 123.23

Profit before Income Tax and 173.68 278.65

Exceptional Item

Add/(Less) : Extra Ordinary/Exceptional Item 22.24 (162.11)

Profit Before Income Tax 195.92 116.54

Provision for Income Tax (49.86) (39.26)

Deferred Tax (Expense)/Income 0.61 (4.41)

Profit For the Year after

Income Tax 146.67 72.87

Profit Available for 146.67 72.87

Appropriation

Appropriation

Reserve for Replacement 18.19 (22.58) of FF&E (Net)

Proposed dividend (13.55) (19.50)

Tax on dividend (2.20) (3.16)

Balance of Profit/(Loss) 597.91 682.55 brought forward

Transfer to Capital (57.68) (112.27)

Redemption Reserve

Bal. carried to Balance Sheet 689.34 597.91

Your directors are pleased to recommend 6% dividend on Optionally Convertible Preference Shares (OCPS) for the year ended 31st March, 2013, aggregating" 13.55 Lacs.

However, in view of future expansion, your directors express their inability to recommend a dividend on Equity Shares of the Company for the year under review.

OPERATIONS

During the year under review, due to ongoing trend of

economic slowdown, in the first half of the year, there was a downward trend in the demand. However, towards the second half of the financial year 2012-13 the demand picked up. Also, in the Ahmedabad city, Hotel business became more competitive due to commissioning of new Hotels. The Average Occupancy of the hotel for 2012-13 has increased to 67.12% from 64.3% and the Average Room Rates of the hotel for the year 2012-13 has been noted as Rs. 5,577 as compares to Rs. 5,486 in the previous year 2011-12. However, during the financial year 2012-13, Company had been in a position to achieve a turnover of Rs. 1950.13 Lacs, in comparison to Rs. 1945.49 Lacs, in the previous year 2011-12. The profit before tax and profit after tax for the year under review were Rs. 173.68 Lacs and Rs. 146.67 Lacs respectively. Your directors are hopeful that with recovery in the economy, there would be a marked improvement in the performance of the company. The hotel unit of the Company "THE GATEWAY HOTEL UMMED" Ahmedabad is an ISO 22000:2005 certified hotel with the highest levels of Hygiene and Food Safety criteria. Your company''s hotel is managed by the Indian Hotels Company Limited (Taj Group) for over Thirteen years. Further, The established "THE GATEWAY HOTEL BRAND", superior ambience, interior decorations, services and loyal clientele retained its'' market leadership in the city of Ahmedabad and has placed the hotel ahead of its Competitors.

SUSTAINABILITY INITIATIVES

Sustainability is a commitment for us to align our strategy in all aspects of our business with our stakeholders in various dimensions such as economic, social and environment.

CORPORATE SOCIAL RESPONSIBILITY

In today''s world Corporate Social Responsibility is a very important and dominant concept for external environment. Every year 5th June is observed as the World Environment Day around the world and is of immense importance for the Taj Group. In the year 2011-12, "THE GATEWAY HOTEL UMMED" has obtained Earth Check Silver certification from Earth Check, on International Envirenment body. The same certificate is renewed during the year 2012-13. It is about creating wealth for all our stakeholders, embracing diversity, minimizing resource consumption and reducing our greenhouse gas emissions. We provide healthy and hygienic food to our valuable customers. Customer satisfaction is our motive. This is a commitment to safeguard the health and safety of our employees and neighbors, to support the local economy and to treat our staff fairly.

However, we recognise that we will have to be innovative and draw on our key strength in order to deliver the lasting positive outcomes that are at the core of our commitment to sustainability of the Hotel. Even our motivated staff - are also very conscious about the environment protection concept and to support environment protection concept, all staff members of "THE GATEWAY HOTEL UMMED" are strictly participating in No Vehicle Day by at least once in a month.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the financial year 2012-13 from public.

DIRECTORS

During the year Mr. Vishwanath Prasad Singh resigned on 13/02/2013.

In accordance with provisions of Section 256 of Companies Act, 1956 and Articles of Association of the company, Mr. Jayesh Dave, the director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors, hereby confirms that:

(i) in the preparation of annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed and there are no material departures.

(ii) the directors have selected the accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the current financial year and of the profit of the Company for the year under review.

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

(iv) the directors had prepared the annual accounts for the financial year ended 31st March, 2013 on a "going concern" basis.

AUDITORS

M/s Naimish N. Shah & Co., Chartered Accountants, Ahmedabad, the statutory Auditors of the company retire on the conclusion of the ensuing 22nd Annual General Meeting of the company and being eligible offer themselves for re-appointment. You are requested to consider their re-appointment.

Significant Accounting policies & Notes Forming part of Accounts are self-explanatory. Thus, no comment is required from the Board of Directors of the Company.

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

The particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in report of the Board of Directors) Rules, 1988 is annexed as per Annexure - "A " which forms part of this Report.

CORPORATE GOVERNANCE

The Company has been proactive in the following principles and practices of good corporate governance. A report in line with the requirements of Clause 49 of the listing agreement on Management Discussion and Analysis and the Corporate Governance practices followed by the Company and the Auditors Certificate on Compliance of mandatory requirements are given as an Annexure "B & C" respectively to this report.

STATEMENT OF EMPLOYEES'' PARTICULARS

None of the employees of the Company drew remuneration of Rs. 60,00,000/- or more per annum / Rs. 5,00,000/- or more per month during the year. Hence, no information is required to be furnished as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude the whole- hearted support and cooperation received from valued customers, Financial Institutions, Banks, Taj Group, Government Departments, shareholders, employees and public for their continuous support and patronage extended and confidence reposed in the management of the Company.

By Order of the Board of Directors Place : Ahmedabad U. Champawat

Date : 13th August, 2013 Chairman & Managing Director

---

Mar 31, 2012

The directors have pleasure in presenting their 21st Annual Report on the business and operations of the Company together with its Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the financial year ended March 31, 2012 are as under:

(Rs. in Lacs)

Particulars 2011-2012 2010-2011

Total Income 1945.49 1901.47

Profit/(Loss) before

Financial Charges, Depreciation and Income Tax 545.06 475.71

Less : Financial Charges 143.18 139.70

Less : Depreciation 123.23 116.11

Profit before Income Tax and 278.65 219.90

Exceptional Item

Add/(Less) : Exceptional Item (162.11) -

Profit Before Income Tax 116.54 219.90

Provision for Income Tax (39.26) (48.17)

Deferred Tax Assets (4.41) (2.18)

Profit For the Year after Income Tax 72.87 169.55

Profit Available for 72.87 169.55 Appropriation

Appropriation

Reserve for Replacement (22.58) 13.99 of FF&E (Net)

Proposed dividend (19.50) (25.32)

Tax on dividend (3.16) (4.21)

Balance of Profit/(Loss) 682.55 640.50 brought forward

Transfer to Capital (112.27) (111.96) Redemption Reserve

Bal. carried to Balance Sheet 597.91 682.55

Your directors are pleased to recommend 6% dividend on Optionally Convertible Preference Shares (OCPS) for the year ended 31st March, 2012, aggregating Rs. 19.50 Lacs.

However, in view of future expansion, your directors express their inability to recommend a dividend on Equity Shares of the Company for the year under review.

OPERATIONS

During the year under review, due to ongoing trend of economic slowdown, in the first half of the year there was a downward trend in the demand. However, towards the second half of the financial year 2011-12 the demand picked up. Also, in the Ahmedabad city, Hotel business became more competitive due to commissioning of new Hotels. In comparison to previous year, the Average Occupancy of the hotel for 2011-12 has declined to 64.3% from 67.4%. Also, the Average Room Rates has declined to Rs. 5486 during the year under review from Rs. 5756 in the previous year 2010-11.

However, during the financial year 2011-12, despite lower occupancy and ARR, company had been in a position to achieve a turnover of Rs. 1945.49 Lacs, in comparison to Rs. 1901.47 Lacs, in the previous year 2010-11. The profit before tax and profit after tax for the year under review were Rs. 116.54 Lacs and Rs. 72.87 Lacs respectively. Your directors are hopeful that with recovery in the economy, there would be a marked improvement in the performance of the company.

The hotel unit of the Company "THE GATEWAY HOTEL UMMED" Ahmedabad is an ISO 22000:2005 certified hotel with the highest levels of Hygiene and Food Safety criteria. Your company's hotel is managed by The Indian Hotels Company Limited (Taj Group) for over Twelve years. Further, The established "THE GATEWAY HOTEL BRAND", superior ambience, interior decorations, services and loyal clientele retained its' market leadership in the city of Ahmedabad and has placed the hotel ahead of its Competitors.

SUSTAINABILITY INITIATIVES

Sustainability is a commitment for us to align our strategy in all aspects of our business with our stakeholders in various dimensions such as economic, social and environment.

CORPORATE SOCIAL RESPONSIBILITY

In today's world Corporate Social Responsibility is a very important and dominant concept for external environment. Every year 5th June is observed as the World Environment Day around the world and is of immense importance for the Taj Group. In the year 2011-12, "THE GATEWAY HOTEL UMMED" has obtained Earth Check Silver certification from Earth Check standard measures body. We provide healthy and hygienic food to our valuable customers. Customer satisfaction is our motive. This is a commitment to safeguard the health and safety of our employees and neighbors, to support the local economy and to treat our staff fairly. It is about creating wealth for all our stakeholders, embracing diversity, minimizing resource consumption and reducing our greenhouse gas emissions. However, we recognise that we will have to be innovative and draw on our key strength - our motivated staff - in order to deliver the lasting positive outcomes that are at the core of our commitment to sustainability.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the financial year 2011-12 from public.

DIRECTORS

In accordance with provisions of Section 256 of Companies Act, 1956 and Articles of Association of the company, Mr. Vishwanath Prasad Singh, the director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors, hereby confirms that:

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

(ii) the directors have selected the accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the current financial year and of the profit of the Company for the year under review.

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

(iv) the directors had prepared the annual accounts for the financial year ended 31st March, 2012 on a "going concern" basis.

AUDITORS

M/s Naimish N. Shah & Co., Chartered Accountants, Ahmedabad, the statutory Auditors of the company retire on the conclusions of the ensuing 21st Annual General Meeting of the company and being eligible offer themselves for re-appointment. You are requested to consider their re-appointment.

Significant Accounting policies & Notes Forming part of Accounts are self-explanatory. Thus, no comment is required from the Board of Directors of the Company.

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

The particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in report of the Board of Directors) Rules, 1988 is annexed as per Annexure - "A" which forms part of this Report.

CORPORATE GOVERNANCE

The Company has been proactive in the following principles and practices of good corporate governance. A report in line with the requirements of Clause 49 of the listing agreement on Management Discussion and Analysis and the Corporate Governance practices followed by the Company and the Auditors Certificate on Compliance of mandatory requirements are given as an Annexure "B & C" respectively to this report.

STATEMENT OF EMPLOYEES' PARTICULARS

None of the employees of the Company drew remuneration of Rs. 60,00,000/- or more per annum/ Rs. 5,00,000/- or more per month during the year. Hence, no information is required to be furnished as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude the whole- hearted support and cooperation received from valued customers, Financial Institutions, Banks, Taj Group, Government Departments, shareholders, employees and public for their continuous support and patronage extended and confidence reposed in the management of the Company.

By Order of the Board of Directors

Place : Ahmedabad U. Champawat

Date : 24th August, 2012 Chairman &

Managing Director

---

Mar 31, 2011

To the Members,

The directors have pleasure in presenting their 20th Annual Report on the business and operations of the Company together with its Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the financial year ended March 31, 2011 are as under:

(Rupees in Lacs)

Particulars 2010-2011 2009-2010

Total Income 1901.47 2021.37

Profit/(Loss) before Financial Charges, Depreciation

and Income Tax 475.71 416.57

Less : Financial Charges 139.70 157.48

Less : Depreciation 116.11 108.97

Profit Before Income Tax 219.90 150.12

Provision for Income Tax (48.17) (27.25)

Deferred Tax Assets (2.18) (0.85) Profit For the Year after

Income Tax 169.55 122.01 Prior Period Adjustments (Net) — —

Profit Available for Appropriation 169.55 122.01

Appropriation

Reserve for Replacement of FF&E (Net) 13.99 (19.66)

Proposed dividend (25.32) (31.69)

Tax on dividend (4.21) (5.38)

Balance of Profit/(Loss) brought forward 640.50 658.96

Transfer to Capital Redemption Reserve (111.96) (83.74)

Balance carried to

Balance Sheet 682.55 640.50

Your directors are pleased to recommend 6% dividend on Optionally Convertible Preference Shares (OCPS) for the year ended 31st March, 2011, aggregating Rs. 25.32 Lacs.

However, in view of future expansion, your directors express their inability to recommend a dividend on Equity Shares of the Company for the year under review.

OPERATIONS

During the year under review, due to ongoing trend of economic slowdown, in the first half of the year there was a downward trend in the demand.

However, towards the second half of the financial year 2010-11 the demand picked up. Also, In the Ahmedabad city, Hotel business becomes more competitive due to commissioning of new Hotels. In comparison to previous year, the Average Occupancy of the hotel for 2010-11 has declined to 67.4% from 69%. Also, the Average Room Rates has declined to Rs. 5756 during the year under review from Rs. 6314 in the previous year 2009-10.

However, during the Financial year 2010-11, despite lower occupancy and ARR, company had been in a position to achieve a turnover of Rs.1901.47 Lacs, in comparison to Rs. 2021.37 Lacs, in the previous year 2009-10. The profit before tax and profit after tax for the year under review were Rs.219.90 lacs and Rs.169.55 lacs respectively. Your directors are hopeful that with recovery in the economy, there would be a marked improvement in the performance of the company.

The hotel unit of the Company “THE GATEWAY HOTEL UMMED" Ahmedabad is a ISO 22000:2005 certified hotel with the highest levels of Hygiene and Food Safety criteria. Your company's hotel is managed by The Indian Hotels Company Limited (Taj Group) for over Eleven years. Further, The established "THE GATEWAY HOTEL BRAND", superior ambience, interior decorations, services and loyal clientele retained its' market leadership in the city of Ahmedabad and has placed the hotel ahead of its Competitors.

SUSTAINABILITY INITIATIVES

Sustainability is a commitment for us to align our strategy in all aspects of our business with our stakeholders in various dimensions such as economic, social and environment.

GREEN INITIATIVE

Green Revolution is about leveraging the opportunity for business leadership through sustainability.

The Ministry of Corporate Affairs has, vide Circular no.17/2011 dated 21st April, 2011 read with Circular no. 18/2011 dated 29th April, 2011, taken a "Green Initiative in Corporate Governance" by allowing paperless compliances by companies through electronic mode. Accordingly, companies are now allowed to send various notices and documents including the annual report to their shareholders through their registered email addresses. In view of the above, your Company shall e-mail the soft copy of this annual report to shareholders whose email addresses are registered with the Company and have not opted for a printed copy on being given the option. However, such shareholders may still obtain a printed copy on request. Shareholders whose email addresses are not registered or those who have opted against the soft copy, shall be served the printed annual report in normal course.

CORPORATE SOCIAL RESPONSIBILITY

Every year 5th June is observed as the World Environment Day around the world and is of immense importance for the Taj Group. In the year 2010-11, one specific area which was given prominence was Water Consumption. Water consumption at hotels is certainly an area that is a common cause of concern and associates were urged to demonstrate their commitment to reduce wastage of this natural resource. "THE GATEWAY HOTEL UMMED" has obtained Earth Check Silver certification from Earth Check standard measures body, EC3 Global, Australia justifying for the conservation of water and electricity.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the financial year 2010-11 from public.

DIRECTORS

With a view to expand the Board and to make it more balanced and transparent, professionals were needed to be inducted in the Board. Mr. Vishwanath Prasad Singh was appointed as an Additional Director of the company with effect from 11th May, 2011 and pursuant to section 260 of the companies Act, holds office upto the date of ensuing Annual General meeting of the company. The Company has received a notice from members proposing his appointment as a director of the company.

Mr. B. M. Gupta ceased to be the director of the Company w.e.f. 20/08/2010 on account of withdrawal of his nomination by TFCI. Your Board of Directors places on records his deep appreciation for the valuable advice and guidance given by Mr. B. M. Gupta during his tenure as Nominee Director –TFCI.

In accordance with provisions of Section 256 of Companies Act, 1956 and Articles of Association of the company, Dr. Ram Prakash Kothari, the director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors, bhereby confirms that:

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

(ii) that the directors have selected the accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the current financial year and of the profit of the Company for the year under review.

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

(iv) that the directors had prepared the annual accounts for the financial year ended 31st March, 2011 on a "going concern" basis.

AUDITORS

M/s Naimish N. Shah & Co., Chartered Accountants, Ahmedabad, the statutory Auditors of the company retire on the conclusions of the ensuing 20th Annual General Meeting of the company and being eligible offer themselves for re-appointment. You are requested to consider their re-appointment.

Significant Accounting Policies & Notes Forming part of Accounts are self-explanatory. Thus, no comment is required from the Board of Directors of the Company.

COMPLIANCE WITH NOTIFICATION NO. S.O. 301(E) DATED 8th FEBRUARY, 2011 ISSUED BY THE MINISTRY OF CORPORATE AFFAIRS UNDER SECTION 211(3) OF THE COMPANIES ACT, 1956

Since Central Government had issued a notification No. S.O. 301 (E) dated 8th February, 2011 in exercise of the powers conferred by Section 211(3) of the Companies Act, 1956 granting general exemption to some specified class of companies, including hotel companies, from disclosing certain information in their profit and loss account as required under Part- II of Schedule VI of the Companies Act, 1956 subject to fulfillment of few conditions, your Company has duly complied with all conditions of the notification to seek general exemption under Section 211(4) of the Companies Act, 1956, paras 3(i)(a) and 3(ii)(d) of Part II of Schedule VI of the Companies Act, 1956 dealing with the disclosure of quantitative details of turnover of each class of goods, opening and closing stock, purchases, production and consumption of raw material in the financial statements for the financial year ended 31st March, 2011. Your Board has passed necessary resolution to comply with one of the conditions of the notification for the same.

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

The particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in report of the Board of Directors) Rules, 1988 is annexed as per Annexure - "A" which forms part of this Report.

CORPORATE GOVERNANCE

The Company has been proactive in following the principles and practices of good corporate governance. A report in line with the requirements of Clause 49 of the listing agreement on Management Discussion and Analysis and the Corporate Governance practices followed by the Company and the Auditors Certificate on Compliance of mandatory requirements are given as an Annexure "B & C" respectively to this report.

STATEMENT OF EMPLOYEES' PARTICULARS

None of the employees of the Company drew remuneration of Rs.24,00,000/- or more per annum/ Rs. 2,00,000/- or more per month during the year. Hence, no information is required to be furnished as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude the whole- hearted support and cooperation received from valued customers, Financial Institutions, Banks, Taj Group, Government Departments, shareholders, employees and public for their continuous support and patronage extended and confidence reposed in the management of the Company.

By Order of the Board of Directors

U. Champawat Chairman & Managing Director

Place Ahmedabad Date 26th August, 2011

---

Mar 31, 2010

The directors have pleasure in presenting their 19th Annual Report on the business and operations of the Company together with its Audited Accounts for the year ended 31s March, 2010.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the financial year ended March 31,2010 are as under:

(Rupees in Lacs)

2009-2010 2008-2009

Total Income 2021.37 2260.46

Profit/(Loss) before

Financial Charges, Depreciation

and Income Tax 416.57 834.49

Less: Financial Charges 157.48 208.29

Less: Depreciation 108.97 102.05

Profit Before Income Tax 150.12 524.15

Less : Provision for Income Tax (27.25) (66.73)

Add : Deferred Tax Assets (0.85) 13.23

Profit For the Year after

Income Tax 122.01 470.65

Add/(Less): Prior Period

Adjustments (Net) — 1.46

Profit Available for Appropriation 122.01 472.11

Appropriation

Add/(Less): Reserve for

Replacement of FF&E (Net) (19.66) (12.68)

Add/(Less): Proposed dividend (31.69) (21.68)

Add/(Less): Tax on dividend (5.39) (3.68)

Add: Balance of Profit/

(Loss) brought forward 658.96 224.89

Add/(Less): Transfer to Capital

Redemption Reserve (83.74) —

Balance carried to

Balance Sheet 640.51 658.96

Your directors are pleased to recommend 6% of dividend on Optionally Convertible Preference Shares (OCPS) for the year ended 31st March, 2010, aggregating Rs. 31.69 Lacs.

However, in view of future expansion, your directors express their inability to recommend a dividend on Equity Shares of the Company for the year under review.

OPERATIONS

During the year under review, due to ongoing recessionary trend, slowdown in the tourism sector, H1N1 pandemic, travel advisories, etc. resulted in downward trend in the demand. In the Ahmedabad city, Hotel business become more competitive due to commissioning of new Hotels, some of the Companies have started with their own Guest House/

Apartments to accommodate their guests travelling to Ahmedabad City.

In comparison to previous year, the Average Occupancy of the hotel for 2009-10 has declined to 69% from 74%. Also, the Average Room Rates has declined to Rs. 6314 during the year under review from Rs. 6881 in the previous year 2008-09.

However, during the year, despite lower occupancy and ARR, company had been in a position to achieve a turnover of Rs. 2021.37 Lacs, in comparison to Rs. 2260.46 Lacs, in the previous year 2008-09. The Company, after providing for interest of Rs. 157.48 Lacs and depreciation of Rs. 108.97 Lacs, has made a profit of Rs. 150.12 Lacs.

Your directors are hopeful that with recovery in the economy, there would be a marked improvement in the performance of the company. The hotel unit of the Company The Gateway Hotel, Ummed Ahmedabad" is managed by The Indian Hotels Company Limited (Taj Group) for over Ten years. The established brand name, superior ambience, interior decorations and services and loyal clientele shall place the hotel ahead of its Competitors. Further, as a part of emerging "domestic domination Strategy" the Gateway Brand of Taj Group give the Hotel an opportunity to exploit rapidly the emerging mid market full service segment.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the financial year 2009-10 from public.

DIRECTORS

In accordance with provisions of the Section 256 of Companies Act, 1956 and the Articles of Association, Mr. Vishwajeetsingh Champawat, the director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors, hereby confirms that:

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

(ii) that the directors have selected the accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the current financial year and of the profit of the Company for the year under review.

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

(iv) that the directors had prepared the annual accounts for the financial year ended 31s March, 2010 on a "going concern" basis.

AUDITORS

M/s. Naimish N Shah & Co., Chartered Accountants, Ahmedabad, the Statutory Auditors of the Company retire on the conclusions of the ensuing 19th Annual General Meeting of the Company and being eligible offer themselves for re-appointment. You are requested to consider their re- appointment.

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

The particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in report of the Board of Directors) Rules, 1988 is annexed as per Annexure - "A" which forms part of this Report.

CORPORATE GOVERNANCE

The Company has been proactive in following the principles and practices of good corporate governance. A report in line with the requirements of Clause 49 of the listing agreement on Management Discussion and Analysis and the Corporate Governance practices followed by the Company and the Auditors Certificate on Compliance of mandatory requirements are given as an Annexure "B & C" respectively to this report.

STATEMENT OF EMPLOYEES PARTICULARS

None of the employees of the Company drew remuneration of Rs.24,00,000/- or more per annum/Rs. 2,00,000/- or more per month during the year. Hence, no information is required to be furnished as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude the whole-hearted support and cooperation received from valued customers, Financial Institutions, Banks, Taj Group, Government Departments, shareholders, employees and public for their continuous support and patronage extended and confidence reposed in the management of the Company.

By Order of the Board of Directors

Place:Ahmedabad U. Champawat

Date: 25th August ,2010 Chairman & Managing Director