jindal hotels limited, baroda - surya palace · hotel surya palace, sayajigunj, baroda - 390 020....

Hotel Surya Palace, Sayajigunj, Baroda - 390 020.JINDAL HOTELS LIMITED, BARODA

30th Annual Report 2014-15 1Email: [email protected]

CORPORATE INFORMATION

Name: JINDAL HOTELS LIMITED

CIN: L18119JG1984PLC006922

Registered Office

Hotel Surya Palace,

Sayajigunj,

Vadodara- 390 020.

Ph.:(0265)2363366/2226000/2226044

Fax: (0265) 2363388

E-mail: [email protected]

Website: www.suryapalace.com

REGISTRAR & SHARE TRANSFER AGENTS

MCS Share Transfer Agents Limited

10, Aram Apartment,

12, Sampatrao Colony,

B/h. Laxmi Hall,

Alkapuri, Vadodara – 390 007.

Ph. No. (0265) 2314757

Fax:-(0265)-2341639

E mail: [email protected]

COMPANY SECRETARY

Ms. Karuna V Advani

NOMINATION & REMUNERATION COMMITTEE

Name Designation

Mr. Mukund Bakshi Chairman

Mr. Ambalal Patel Member

Mr. Jatil Patel Member CO

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Name Designation

Mrs. Chanda Shah Chairperson

Mr. Piyush Shah Member

Mr. Nilesh Shah Member

AUDIT COMMITTEE

Name of Director Designation

Mr. Jatil Patel Chairman

Ms. Chanda Shah Member

Mr. Ambalal Patel Member

Mr. Mukund Bakshi Member (w.e.f. 26th May, 2015)

CONTENTS OF ANNUAL REPORT

Sr. Particulars PageNo. No.

1 Notice of Annual General Meeting 2-5

2 Boards’ Report & ManagementDiscussion & Analysis 6-9

3 Annexure to Boards’ Report 10-18

4 Report on Corporate Governance 19-25

5 Corporate Governance Compliance Certificate 26

6 Independent Auditors’ Report 27-28

7 Balance Sheet 29

8 Statement of Profit & Loss 30

9 Cash Flow Statement 31

10 Notes to Financial Statements 32-43

11 Attendance slip / Proxy Form 44

BANKER

BANK OF MAHARASHTRA

Akota - Alkapuri Branch, Vadodara3, Raj Nagar Society, Opp. D Mart,

Off Old Padra Road,

Alkapuri, Akota, Vadodara 390020

AUDITORS

M/s. V. Shah & Associates,Chartered Accountants,

12, Dhayber Colony,

B/H Baroda High School,Near Polo Ground, Vadodara - 390 001

BOARD OF DIRECTORS

Name of Director Designation

Mr. Ambalal Patel Chairman, IndependentNon-Executive Director

Mr. Piyush Shah Managing Director

Mr. Jatil Patel IndependentNon-Executive Director

Mr. Mukund Bakshi IndependentNon-Executive Director

Ms. Chanda Shah Non-Executive Director

Mr. Nilesh Shah Non-Executive Director

mailto:[email protected]

http://www.suryapalace.com



30th Annual Report 2014-152 Email: [email protected]

Dear Members,You are cordially invited to attend the 30th Annual General Meeting of members of Jindal Hotels Limited to be held at the Registered office of theCompany : Hotel Surya Palace, Sayajigunj, Baroda, Gujarat on Tuesday, 22nd September, 2015 at 3:30 p.m.We are glad to inform you that in compliance with provisions of Section 108 of the Act and Rule 20 of the Companies (Management and Administration)Rules, 2014 as amended from time to time and Clause 35B of the Listing Agreement, the Company is to provide its Members facility of remote e-voting (tocast their vote electronically from a place other than the venue of the AGM), through e-voting services provided by Central Depository Services Limited(CDSL) on all resolutions set forth in this Notice. The process of e-voting to be followed forms part of Notice (i.e.Please refer point No. 14 on Page no. 2).

NOTICENotice is hereby given that the 30th Annual General Meeting of the members of M/s. Jindal Hotels Limited, will be held on Tuesday, the 22nd dayof September, 2015 at 3:30 p.m., at Company’s Registered office at: Hotel Surya Palace, Sayajigunj, Baroda - 390020, Gujarat, to transactthe following business:

ORDINARY BUSINESS:Item No. 1. Adoption of Financial StatementsTo receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2015, the Report ofthe Board of Directors’ and Auditors’ thereon.Item No.2. Declaration of DividendTo declare Dividend on Equity Shares. The Board of Directors have recommended a Dividend of Rs.0.80/- per Equity Share of Rs.10/- each.

Item No.3. Appointment of DirectorTo appoint Director in place of Shri Piyush Shah (DIN 00010884), Director who retires by rotation and is eligible for re-appointment.

Item No. 4. Ratification of appointment of Auditor and to fix their remunerationTo consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:“RESOLVED THAT pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 and theRules framed thereunder, as amended from time to time, the Company hereby ratifies the appointment of M/s. V. Shah & Associates., CharteredAccountants (Registration No.109816W) Baroda as the Statutory Auditors of the Company to hold office from the conclusion of this AnnualGeneral Meeting until the conclusion of the next Annual General Meeting of the Company to be held in the year 2016 to examine and audit theaccounts of the Company for the financial year 2015-16, at such remuneration plus service tax etc., as may be mutually agreed between theBoard of Directors of the Company and the Statutory Auditors.”SPECIAL BUSINESS5. Adoption of new set of Articles of Association.

To consider and if thought fit, to pass the following resolution with or without modification(s), as a Special Resolution:“RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013 read withthe Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), thedraft regulations contained in the Articles of Association which is available for inspection at the Registered Office of the Company, be andare hereby approved and adopted, in substitution and to the entire exclusion, of the regulations contained in the existing Articles ofAssociation of the Company.”

“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to undertake all such acts, deeds, matters and thingsto finalise and execute all such deeds, documents and writings as may be deemed necessary, proper, desirable and expedient in itsabsolute discretion, to settle any question, difficulty or doubt that may arise in this regard and to give effect to this resolution either on its ownor by delegating all or any of its powers to any of the Director or any other officer of the Company.”

Registered Office By Order of the Board of Directors ofHotel Surya Palace, JINDAL HOTELS LIMITEDSayajigunj, Baroda - 390 020CIN: L18119GJ1984PLC006922e-mail: [email protected]

Place : Baroda Karuna AdvaniDate : May 26, 2015 Company Secretary

Notes:1. A member entitled to attend and vote at the Annual General Meeting (The “meeting”) is entitled to appoint a proxy to attend and

vote on a poll instead of himself and the proxy need not be a member of the company. The instrument appointing the proxyshould, however, be deposited at the Registered Office of the Company not less than forty-eight (48) hours before thecommencement of the Meeting. A person can act as a proxy on behalf of members not exceeding 50 and holding in theaggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10%of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall notact as a proxy for any other person or member.

2. Brief resume of Directors including those proposed to be appointed / re-appointed, nature of their expertise in specific functional areas,names of companies in which they hold directorships and memberships / chairmanships of Board Committees, shareholding and relationshipsbetween directors inter-se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the CorporateGovernance Report forming part of the Annual Report. (Please refer pg. No. 23 for details)

3. Members are requestedTo bring duly filled attendance slip (page 44) along with the copy of Annual Report to the Meeting and PHOTO ID Proof for attendingthe meeting.N

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To notify immediately, changes in their address, mandate/ Income Tax Permanent Account Number PAN / bank details if any, tothe Company/ MCS Share Transfer Agent Ltd. and if shares held in dematerialized form then to their respective Depository Participants.

• To Update Details:The format of the Register of Members prescribed by the Ministry of Corporate Affairs under the Act, requires the Company to recordadditional details of Members, including their PAN details, email address, bank details for payment of dividend, etc. Members holdingshares in physical form are requested to submit the details to the Company and Members holding shares in electronic form arerequested to submit the details to their respective Depository Participants.

• To DEMATERIALISE their Shares Certificates through your Depository Participants (DP).

• Remittance of Dividend through Electronic Mode : Members who have not yet availed NECS/RTGS/NEFT facility and wish to availthe same may have their Bank Account details (name of bank & branch A/c no., IFSC(Indian Financial System Code), MICR (MagneticInk Character Recognition), for the purpose along with photocopy of Cheque of the same account bearing MIRC Code), updated with theirrespective Depository Participants (DPs) or Company’s Registrar and Transfer Agents, M/s. MCS Share Transfer Agent Ltd, Baroda,where shares are held in dematerialized form and in physical form, respectively. Please refer NECS mandate at Company’s website.

4. The Company has notified closure of Register of Members and Share Transfer Books from Tuesday, September 15th, 2015 to TuesdaySeptember 22nd, 2015 (both days inclusive) for determining the names of members eligible for dividend on Equity Shares, if declared at the Meeting.

5. (a) TRANSFER OF UNCLAIMED/UNPAID DIVIDENDS TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF): Pursuant toSection 124 of the Companies Act, 2013 read with the relevant Rules, all unclaimed / unpaid dividend remaining unclaimed / unpaid with theCompany on the expiry of 7 (seven) years from the date of its transfer to the unclaimed / unpaid account, will be transferred to theInvestors Education and Protection Fund set up by the Central Government. Members are requested to write to the Company and/orShare Transfer Agents, if any dividend warrants are not encashed so that fresh / re-validated warrants could be issued by the Company.

It may be noted that unpaid dividend for the Financial Year ended March 31, 2008, is due for transfer to the IEPF on 22nd October ,2015.Members, who have not yet encashed their dividend warrant for the financial year ended 31-03-2008 to 31-03-2014, arerequested to lodge their claims to the Company, without any delay.

(b) And pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimedamounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with theCompany as on 9th September, 2014 (date of last Annual General Meeting) on the website of the Company (www.suryapalace.com),as also on the Ministry of Corporate Affairs website.

(c) The Company has transferred the unpaid / unclaimed dividends for the financial year 2006-2007 to the Investor Education andProtection Fund (the IEPF)

6. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by everyparticipant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their DepositoryParticipants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to theCompany / MCS Share Transfer Agent Limited.

7. Members desirous of making a nomination in respect of their shareholding, as permitted under Section 72 of the Companies Act, 2013, arerequested to submit the prescribed Form SH 13 (Nomination Form) & Form SH 14 Cancellation or Variation of Nomination,accordingly to the Share Department of the Company or to the office of the Registrar & Share Transfer Agent, The said forms can bedownloaded from the Company’s website www.suryapalace.com under the section “Corporate Information.

8. In order to maintain decorum amidst the proceedings, members are requested to attend the Meeting without accompanying guests or children.

9. GREEN INITIATIVE: Members are requested to register/ update email address for receiving electronic communication.

10. The Notice of the AGM along with the Annual Report of 2014-15 is being sent by electronic mode to those Members whose email addressesare registered with the Company / Depositories, unless any Member has requested for a physical copy of the same. For Members who havenot registered their email addresses, physical copy is being sent by permitted mode.

11. Members desiring any relevant information or clarifications on the accounts at the Annual General Meeting are requested to write to theCompany Secretary at least 10 days in advance of the meeting, so as to enable the management to compile the information and providedetails at the meeting.

12. Relevancy of questions and the order of speakers at the meeting shall be decided by the Chairman.

13. Relevant documents referred to in the accompanying Notice are open for inspection by the Members at the Registered Office of theCompany on all working days, during business hours, upto the date of the Annual General Meeting (AGM).

14. The Process for e-voting: (E voting)

The instructions for members voting electronically are as under:Please note that the Electronic Voting Sequence Number (EVSN) is : 150714004(a) The remote e-voting period commences at 10:00 a.m. on Friday, 18th September, 2015 and ends at 5:00 p.m. on Monday,

21st September, 2015. The remote e-voting module shall be disabled by CDSL for voting thereafter.(b) During the remote e-voting period, members of the Company, holding shares either in physical form or dematerialized form, as on the

cut-off date i.e. 15th September, 2015 may cast their vote electronically.

(c) Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.(d) Voting rights of the members shall be in proportion to their respective shareholding as on the cut-off date i.e. 15th September, 2015.

(e) The facility for voting through Ballot/ polling paper shall be made available at the AGM and members attending the meeting who have notcast their vote by remote e-voting shall be able to exercise their right to vote at the meeting through polling paper.

(f) The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to casttheir vote again.

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(g) Any person, who becomes a member of the Company after dispatch of notice of the meeting and holding shares as on the cutoff date(i.e. 15th September,2015) may cast their vote by following the instructions and process of remote e-voting as provided in the Notice ofAGM uploaded at our website www.suryapalace.com and CDSL website www.cdslindia.com(I) A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories

as on the cut-off date only shall be entiltled to avail the facility of remote e-voting or voting at the AGM through ballot paper.

(i) The members should log on to the e-voting website www.evotingindia.com.(ii) Click on “Members” tab.

(iii) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.(iv) Next enter the Image Verification as displayed and Click on Login.

(v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of anycompany, then your existing password is to be used.

(vi) If you are a First Time User follow the steps given below:For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for bothdemat members as well as physical members)• Members who have not updated their PAN with the Company/Depository Participant (DP)

are requested to use the serial number printed on address slip (affixed on Annual Report).Dividend Bank Details Enter the Date of Birth as registered with the DP/RTA in dd/mm/yyyy format Or Enter theOR Date of Birth (DOB) Dividend Bank Details as recorded with your DP/RTA.Please note - In respect of Physical

shareholding and whose DOB and Dividend bank details are not registered with DP/RTA shouldenter No. of shares held by you as on the cut-off date i.e. “15th September, 2015”

(vii) After entering these details appropriately, click on “SUBMIT” tab.

(viii) Members holding shares in physical form will then directly reach the Company selection screen. However, members holdingshares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their loginpassword in the new password field. Kindly note that this password is to be also used by the demat holders for voting forresolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSLplatform. It is strongly recommended not to share your password with any other person and take utmost care to keep yourpassword confidential.

(ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(x) Click on the Electronic Voting Sequence No (150714004) of <JINDAL HOTELS LIMITED> on which you choose to vote.

(xi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Selectthe option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that youdissent to the Resolution.

(xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wishto confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xiv)Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xv) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xvi)If Demat account holder has forgotten the same password then Enter the User ID and the image verification code and clickon Forgot Password & enter the details as prompted by the system.

(xvii) Note for Non- Individual Members and custodians

• Non – Individual Members and Custodians (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.co.in and register themselves as Corporate.

• They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity [email protected].

• After receiving the login details they have to create a user who would be able to link the account(s) which they wish to voteon.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they would beable to cast their vote.

• They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued infavour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.

• In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) ande-voting manual available at www.evotingindia.com under help section or write an email to [email protected].

(II) The voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the Company.

(III) The Company has appointed Mr. Kashyap Shah, Practicing Company Secretary (Membership No. ACS 17509 and CPNo.6672) (Address : B 203,Manubhai Tower,Sayajiganj, Baroda - 390005) as Scrutinizer for conducting the e-voting process in fairand transparent manner.PR

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http://www.cdslindia.com

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mailto:[email protected].


http://www.evotingindia.com

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(IV) Copy of the notice (Annual Report) has been placed on the website of the Company viz. www.suryapalace.com and thewebsite of CDSL

(V) Members can vote during e voting period only.

(VI) The result of voting will be announced by the Chairman of the Meeting on or after the 30th Annual General Meeting to be held onTuesday, 22nd September, 2015. The result of the voting will be communicated to the Stock Exchange and will be placed on thewebsite of the Company www.suryapalace.com.

15. A statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted at the Meeting isannexed hereto.

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 (“the Act”)Item No. 4This explanatory statement is provided though strictly not required as per Section 102 of the Act.

Ratification of the appointment of Statutory Auditors and to fix their remuneration: In the 29th Annual General Meeting (AGM) of the Companyheld on September 9, 2014, M/s. V. Shah & Associates., Chartered Accountants (Registration No.109816W) Baroda, have been appointed asthe Statutory Auditors of the Company for a period up to 3 years effective April 1, 2014. As per provisions of Section 139(1) of the Act, theirappointment for the above tenure is subject to ratification by Members at every AGM. Accordingly, ratification of the Members is being soughtfor the proposal contained in the Resolution set out at Item No. 4 of the Notice.

The Board commends the Resolution for approval by the Members. None of the Directors or Key Managerial Personnel (KMP) or theirrespective relatives are in any way concerned or interested in the said Resolution .

Item No. 5The existing Articles of Association (AoA) are in line with the provisions of the Companies Act, 1956 and many Articles contain specific referenceto the Sections of Companies Act, 1956. As the Companies Act, 2013 is now in force, the provisions of the Companies Act, 1956 are requiredto be replaced by provisions of the Companies Act, 2013 and the rules made there under.

Accordingly, it is proposed to replace the existing articles to streamline and align it with the corresponding provisions of the Companies Act, 2013by adopting them, afresh. Therefore the Board recommends the Special Resolution set out at Item No. 5 of the Notice for approval by themembers.

None of the Directors or Key Managerial Personnel of the Company or their relatives is/are, in any way, concerned or interested, financially orotherwise, in the Special Resolution set out at Item No. 5 of the Notice.

Registered Office By Order of the Board of Directors ofHotel Surya Palace, JINDAL HOTELS LIMITEDSayajigunj, Baroda 390 020CIN: L18119GJ1984PLC006922 Karuna Advanie-mail: [email protected] Company Secretary

Place : BarodaDate:26th May, 2015

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Venue of AGM : Route Map : Pursuant to SS-2 : Secretarial Standard on General Meeting.Landmark : Opp. Parsi Agiyari


http://www.suryapalace.com.




Boards’ Report & Management Discussion and AnalysisTO THE MEMBERS,

Your Directors are pleased to present the Thirtieth Annual Report on the business and operations of your Company with the audited financial statementfor the financial year ended March 31st, 2015.

Your Directors believe that the Company should offer increasing value to all its stakeholders and society at large. We have maintained this with ourtradition and policy of offering high quality content and services. As stewards of the Company, we will always share our vision of growth with you.

Financial HighlightsYour Company’s financial performance for the year ended March 31, 2015 is as below:

(Rs. in ‘000)Particulars Year ended 31.03.2015 Year ended 31.03.2014Turnover 318918 302167

Less: Expenditure 207467 201430

Profit before Depreciation, Interest and Taxation 111451 100737

Interest 48594 40808

Depreciation & Amortization 39059 29842

Profit before Taxation 23798 30087

Provision for Income Tax / Def. Tax 7991 12813

Net Profit after Taxation 15807 17274

Profit Brought Forward 94319 85194

Disposable Surplus 110126 102468

Depreciation pertaining to transitional period (net of tax) (13837) -

Transfer to General Reserve 3000 2533

Proposed Equity Dividend 4800 4800

Tax on Dividend 977 815

Profit Carried forward 87512 94320

Review of OperationsThe hotel industry experienced a moderate revenue growth in 2014-15. The GDP growth in India was aided by improved performance of agricultureand services, whilst manufacturing and mining continued to report subdued performance as explained by the Index of Industrial Production. Inflationstarted easing during second half of the year on account of reducing demand and monetary control by RBI. Exchange rate remained stable for mostpart of the year losing around 3% in the second half of the year due to strengthening of the Dollar against all major currencies.The tourism industry has had a remunerative effect on the hospitality sector with an increase in the occupancy ratios. The revenue growth was largelydriven by the incremental rooms along with food and beverage income. The supply of premium rooms, however, has gone up as hospitality chainsare gradually building up their room inventory on expectations of higher demand. The average room rates, which drive revenue growth, have remainedflat because of competition in the industry, while occupancies improved by 2 to 4 %.

Hotel companies had been trying to put a lid on costs/ expenses to protect their profitability. Hotel operators have also heightened their focus on thefood and beverage segment, revenues of which have been consistently increasing and to attract a wide range of global tourists, besides generatinginterest among domestic travelers.Your Company performed reasonably well during the year, under review. The sales and other income of Financial Year 2014-15 was recorded atRs.3189.18 lacs and have increased by 5.54% as compared to previous Financial Year 2013-14 (P.Y Rs.3021.67 lacs).In the Financial year 2014-15, there was moderate growth in RevPAR (Revenue per available Room). There was increase in room occupancy rate dueto renovation, refurbishment and up gradation of guest rooms, supported by personalized service and provision of special amenities for guest comfort.

The Company emphasizes for a sharp focus on marketing strategy as well as consistent sales effort and this has contributed well to increase roomoccupancy and ARR. Our innovative food and beverage offerings also got their due recognition and patronage with significant increase in Restaurantand Banquet business. Due to efficiency at every stage of operation, internal cost control system and prudent management measures, the bottomline has also improved considerably.The long term outlook for the Indian hospitality business continues to be positive, both for the business and leisure segments with the potential foreconomic growth, increases in disposable incomes and the burgeoning middle class. Prospects & ConcernsIndia's travel and tourism industry has huge growth potential. The medical tourism market in India is projected to hit US$ 3.9 billion mark this yearhaving grown at a Compounded Annual Growth Rate (CAGR) of 27 per cent over the last three years, according to a joint report by FICCI and KPMG.Also, inflow of medical tourists is expected to cross 320 million by 2015 compared with 85 million in 2012. The tourism industry is also looking forwardto the E-visa scheme which is expected to double the tourist inflow to India. Enforcing the Electronic Travel Authorisation (ETA) before the next tourismseason, which starts in November, will result in a clear jump of at least 15 per cent. ICRA Ltd rating agency expects the revenue growth of Indianhotel industry strengthening to 9-11 per cent in 2015-16. According to ICRA Research, India has over 29,000 premium rooms under constructionto be launched over the next six yearsIndia is projected to be number one for growth globally in the wellness tourism sector in the next five years, clocking over 20 per cent gains annuallythrough 2017, according to a study conducted by SRI International.However, measures taken by the Union government to drive tourism through several strong policy initiatives could bring in stronger demand, supportingthe industry.BO

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Indirect Taxes are a concern for this segment. The high VAT rate & increase in rate of service tax had resulted in increase in the cost of materialsand services. The imposition of service tax affected Indian hotels at large, which led to a decrease in growth of hotel industry.Current YearDemand is likely to surge in the current year. We expect to have increase in market share (room division) with the addition in rooms. Our main forteand focus has been the popularity of Food and beverages facilities. The foray of Indian restaurants into a variety of global cuisines is having a positiveimpact on the F&B sector. Customers are more willing to experiment with different cuisines because it is now easily accessible in the cities they livein, and this trend had increased Indian consumers’ frequency of eating out.Your Company continues in its quest for excellence by constant improvement of the guest experience through better service levels and productupgrades. A lot of credit for these enhanced satisfaction levels goes to the positive experience at the newly furnished rooms. The suites as well asrenovated rooms have been very well received and were a key differentiator that facilitated in the hotel garnering high profile business from corporateleaders & renowned personalities from national & international platform. The legendary Greek-American composer, keyboardist, pianist, andmusic producer & performer Yiannis Chryssomallis (Yaani) during the Vad Fest 2015 (Vad Fest is the biggest International art and culturalfestival organized in Baroda) was overwhelmed by our warm hospitality & customized services during his stay.We are indeed proud to share that your Company has been recognized and duly awarded Certificate of Excellence for the year 2015 byits guests by TRIP ADVISOR. in world’s most trusted travel advice portal .A strong Guest Relations Management (GRM) initiative has been activated through personalized services, collection and analysis of guest information,effective communication and proper networking system. This will ensure that we retain as well as build upon current businesses and consolidateour market positions. Meetings, Incentives, Conventions and Events’ (MICE) is a new concept which many hospitality companies are adapting toand there is an ample room for growth.Your Hotels communication campaign is through leading dailies, magazines, hoardings and social networking (Facebook and Twitter) also. Themanagement has taken active steps to promote the property with some effective marketing initiatives. We are launching some new services to addto the brand portfolio. Internal skill sets are being honed and developed for better utilization and implementation of available resources. With theseefforts, we hope to maintain the profitability of your Company in the coming years.The optimism surrounding the Indian hospitality industry is not without challenge. The industry faces certain obstacles, which need to be overcometo realize its potential to the fullest.Expansion & Renovation ProjectYour Company have already completed the major part of expansion project of the adjoining building by launching “Ball Room” (largest Banquet Hall),three conference Halls & a dedicated Board Room on first floor. Another Banquet hall with open terrace on 2nd floor of the adjoining building is well-nigh completed i.e. interiors and furnishing job is in progress.Under the Renovation of Rooms Project for existing Hotel Building the company plans to add more guest rooms on fifth and eighth floor of existingHotel Building so as to cope up with possible increase in room demand, consequent to increase in large banquet facilities.The Management is taking effective steps for completion of the project at stipulated time and within the budget.DIRECTORSMr Piyush D Shah, Director ,retiring by rotation, being eligible for reappointment offers himself for re election.In the last Annual General Meeting held on 9th September, 2014, three independent Directors (namely, Mr. A C Patel, Mr. J G Patel & Mr. M P Bakshi)were appointed for a term of 5 years.RESERVESThe Board proposes Rs. 30,00,000 (RupeeThirty lacs) to carry to General Reserves.DIVIDENDIn view of considerable fund requirement for “Expansion & Renovation Project” your Directors, recommend a dividend @ 8% i.e. Rs. 0.80 per EquityShare of Rs. 10/- each for the financial year ended 31st March, 2015, subject to approval of the members at the Annual General Meeting.TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUNDIn terms of Section 125 of the Companies Act, 2013, any unclaimed or unpaid Dividend for the financial year ended March 31, 2008 is due for remittanceon 22nd October, 2015 to the Investor Education and Protection Fund established by the Central Government.MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEENTHE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORTNo material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which thisfinancial statements relate on the date of this report.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOThe information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished below pertaining to conservation ofenergy , technology absorption, foreign exchange earnings and out go.# CONSERVATION OF ENERGYThe Company is extremely cautious with regard to resource management & particularly the energy conservation be it electrical or gas consumption.We have installed necessary capacitors in our electrical sub stations & VFD (Variable Frequency Drive) in most of the motors. All the halogens,incandescent bulbs & even the PL tubes (Plug in light) are almost replaced with LED (Light Emitting Diodes). The entire property has magnetic doorlocks which monitors the overall supply to individual guest rooms & thermostats controls are provided for guest comfort & energy saving. All the glasswindow are replaced with Double Glace DGU & fixed sunscreen protection are laid on them. The new magnetic chillers used for air conditioning processhave proved to be major savers. Every Quarter we have a trend of celebrating Energy Saving Week wherein entire team is motivated not only tosave energy but also to contribute their ideas for energy conservation.# TECHNOLOGY ABSORPTIONIn the Opinion of the Board, the required particulars, pertaining to technology absorption are not applicable as hotels form part of service industry.# FOREIGN EXCHANGE EARNINGS AND OUTGODuring the year under review, your Company earned Foreign Exchange of Rs106,92,369 /- (Previous year Rs. 1,55,38,492 /-), whereas outflowof foreign exchange was Rs.34,22,564/- (Previous year Rs 74,59,293/- ) . M

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STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANYThe Company has been taking proactive approach concerning the development and implementation of a Risk Management Policy after identifyingthe following elements of risks which in the opinion of the Board may threaten the very existence of the Company itself.(a) financial; (b) legal and regulatory; (c) operating; and (d) commercial risks, including health, safety and environment.The Company does not have any Risk Management Committee as the Board takes into consideration all the risk factors at regular intervals at its meetings.INSURANCEThe Company has a broad-banded approach towards insurance. Adequate cover has been taken for all movable and immovable assets againstnumerous risks and hazards.DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.The Company has zero tolerance for sexual harassment at its workplace. The Company has adopted an Anti-harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committeeare set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman & ManagingDirector. All female employees are covered under the policy. There was no complaint received from any employee during the financial year 2014-15 and hence, no complaint is outstanding as on March 31, 2015 for redressal.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013There was no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under reviewand hence the said provision is not applicable.DETAILS OF SIGNIFICANT & MUTUAL ORDERS PASSED BY THE REGULATORS OR COURTSNo such order passed.COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIESThe provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence theCompany has devised policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes,independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 and for details refer linkwww.suryapalace.com.FORMAL ANNUAL EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after takinginto consideration the various aspects of the Board’s functioning, composition of the Board and its committees. The Board has carried out an annualperformance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Board ofDirectors expressed their satisfaction with the evaluation process.STATUTORY AUDITORSM/s V Shah & Associates Chartered Accountants, Baroda were appointed as Statutory Auditors for a period of 3 years in the 29th Annual GeneralMeeting held on 9th September, 2014 .Their continuance of appointment and payment of remuneration is to be ratified in the ensuing Annual GeneralMeeting. The Company has received a certificate from the above Auditors to the effect that if members ratify their appointment, it would be in accordancewith the provisions of Section 141 of the Companies Act, 2013.SECRETARIAL AUDIT REPORTA Secretarial Audit Report issued by Mr.Kashyap Shah, a company secretary in practice is annexed with the report as Annexure 1 ( Form No. MR-3) withan observation that the Company had complied with all the provisions except the consent order issued by Gujarat Pollution Control Board valid upto15-11-2014, for which neccesary steps have been taken by the Company for its renewal.EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THEAUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTSThere was no qualifications, reservations or adverse remarks made by the either by the Auditors or by the Practicing Company Secretary in theirrespective reports.EXTRACT OF ANNUAL RETURNThe extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules,2014 is furnished in Annexure 2 (Form No. MGT- 9) and is attached to this Report.DISCLOSURE UNDER RULE-5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014Disclosure required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014have been annexed as Annexure 3.PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIESThe contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review isfurnished in Annexure 4 (AOC 2) and is attached to this report.CORPORATE GOVERNANCE CERTIFICATEThe Compliance certificate from Practicing Company Secretaries regarding compliance of conditions of corporate governance as stipulated in Clause49 of the Listing Agreement is annexed as Annexure 5 to the report.NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEWThe Company had five Board meetings during the financial year under review and details are given in the Corporate Governance Report.SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIESThe Company does not have any Subsidiary, Joint venture or Associate Company.INTERNAL CONTROL SYSTEMS & THEIR ADEQUACYYour Company has in place an adequate system of Internal Controls, with documented procedures covering all corporate functions and hotel operatingunit to ensure that all transactions are authorized, recorded and reported correctly. This ensures prompt financial reporting, optimum utilization ofvarious resources and immediate reporting of deviations. Compliance with laws and regulations is also ensured and confirmed and is checked bythe Internal Auditor of the Company.BO

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The reports of the Internal Auditor are reviewed by the Audit Committee. The Audit Committee also reviews adequacy of internal controls, systemand procedures, insurance coverage of assets from various risks and steps are taken to manage foreign currency exposures. The Audit Committeealso interacts with Internal Auditors and Statutory Auditors of the Company to ensure compliance of various observations made during the conductof audits and adequacy of various controls.DEPOSITSThe Company has not invited deposit from members or public. However, the Company has during the year under review accepted interest free unsecureddeposits from Directors.With the applicability of Companies Act, 2013 and Companies (Acceptance of Deposits) Rules w.e.f. 1st April, 2014 the Company had repaid all thedeposits from members or relatives of Directors.WEBSITEThe corporate website www.suryapalace.com reflecting the new architecture is far more experimental, with large images showcasing the propertyand its facilities, enhanced content , both in quantity and quality, with in depth information on experiences, services and facilities. The website alsodisplays financial & corporate information.BRAND DEVELOPMENTAs an integral part of business strategy and brand development, the Company has entered into a management and marketing agreement with ACCORgroup of hotels, an international brand that is compatible with the character and culture of our Company to increase our business prospects andstrengthen the marketing network. Their strong management systems will not only improve sales but will also contribute to profits. ACCOR has salesoffices in all international markets & major cities of India, the Average Rate of Room Realization is much higher than the Average Rate of Room realisedby the local/city based sales offices. Their Central Reservation system and association with Global distribution system will yield higher number of roomreservations. ACCOR is known to be one of the best employer with state of an art training & HR practices. This will support the Company with high qualityexecutives and improvement in guest and staff satisfaction level. ACCOR’s Loyalty program for its customers has more than 7 lacs club “A” membersand has also tied up with many national & international airlines and credit card companies. Thus it is expected to give high and sustainable business.DECLARATION OF INDEPENDENT DIRECTORSThe Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of theCompanies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 andthe relevant rules.DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISMThe Audit Committee consists of the following membersa. Mr. Jatil patel (Chairman & Non executive Independent Director)b. Mr. A C Patel (Non executive Independent Director)c. Ms. Chanda Shah(Non executive Director)The above composition of the Audit Committee consists of independent Directors who form the majority . The Company has established a vigilmechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided directaccess to the Chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.CA Mukund Bakshi, Director had been appointed on 26th May, 2015 as a new member of the Audit Committee on the recommendations of Nominationand Remuneration Committee (NRC), which the Board had also approved.DIRECTORS RESPONSIBILITY STATEMENTIn accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:—(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and

prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of thecompany for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of thisAct for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and

were operating effectively. Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly andefficient conduct of its business including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of fraudsand errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

SHARESDuring the year under review the Company has not bought back any of its securities/ nor issued any Sweat Equity Shares or any shares with differentialrights / not provided any Stock Option Scheme to the employees.ACKNOWLEDGEMENTSAn acknowledgement to all, with whose help, cooperation and hard work, the Company is able to achieve the results.The Directors express their deep sense of appreciation for the contribution made by the employees to the significant improvement in the operationsof the Company.The Directors also thank all their stakeholders including Members, customers, Bankers, vendors, business partners, the Government of India fortheir continued co-operation and support.

For and on behalf of the Board of DirectorsPlace:BarodaDate: 26th May, 2015 Ambalal Patel

Signing as per Board resolution passed on 26th May, 2015 Chairman

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ANNEXURE - 1Form No. MR-3

Secretarial Audit ReportFOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014]

To,The Members,Jindal Hotels Ltd.Hotel Surya Palace, Sayajigunj,Vadodara – 390 020.

Dear Sirs,

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practice byJindal Hotels Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis forevaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the the Company’s books, papers, minutes books, forms and returns filed and other records maintained by theCompany and also the information provided by the Company, its officers, agents and authorized representatives during the conduct ofsecretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March,2015, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliancemechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company, for the financial yearended on 31st March, 2015, according to the provisions of:

1. The Companies Act, 2013 (the Act) and the rules made thereunder.

2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment andOverseas Direct Investment and External Commercial Borrowings.

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’).

A. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

B. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

C. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. - Not Applicable tothe Company during the Audit Period;

D. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,1999. - Not Applicable to the Company during the Audit Period;

E. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008. - Not Applicable to theCompany during the Audit Period;

F. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding theCompanies Act and dealing with client;

G. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009. - Not Applicable to the Company duringthe Audit Period; and

H. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998. - Not Applicable to the Company during theAudit Period;

I. Other laws specifically applicable to the Company:

(a) Food Safety and Standards Act, 2006 and Food Safety and Standards Rules, 2011

(b) The Water (Prevention and Control of Pollution) Act, 1974.

(c) Gujarat Tax on Luxuries (Hotel & Lodging) Act, 1977

(d) Registration of Foreigners Rules, 1992

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. - Not mandatory for the Company to comply withduring the Audit Period.

(ii) The Listing Agreement entered into by the Company with Bombay Stock Exchange.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc.mentioned above except the Consent order issued by Gujarat Pollution Control Board valid upto 15-11-2014, for which necessary stepshave been taken by the Company for its renewal.SE

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We further report that;

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and IndependentDirectors. The changes in the composition of the Board of Directors that took place during the year under review were carried out in compliancewith the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least 7 days in advance,and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting. It is mentioned that Secretarial Standards were not mandatory to comply with during the Audit period.Majority decision is carried through while the dissenting members’ views, if any, are captured and recorded as part of the minutes.We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Companyto monitor and ensure compliance with applicable laws, rules, regulations and guidelines.We further report that during the audit period the Company has passed Special Resolutions under section 180(1)(a) and 180(1)(d) of the Actauthorizing the Board for borrowing powers and create encumbrance on property for borrowing funds.

For Kashyap Shah & Co.Practising Company Secretaries

Place: VadodaraDate: 26th May, 2015

(Kashyap Shah)ProprietorFCS No. 7662; CP No. 6672

This report is to be read with our letter of even date which is annexed as Annexure and forms an integral part of this report.

Annexure to Secretarial Audit Report

Date: 26th May, 2015To,The Members,Jindal Hotels Ltd.Hotel Surya Palace, Sayajigunj,Vadodara – 390 020.

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion onthese secretarial records based on our audit.

2. We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of thecontents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records.We believe that the processes and the practices, we followed provided a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happeningof events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management.Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with whichthe management has conducted the affairs of the company.

For Kashyap Shah & Co.Practising Company Secretaries

(Kashyap Shah)Proprietor Place: VadodaraFCS No. 7662; CP No. 6672 Date: 26th May, 2015

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Form No. MGT-9EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31/03/2015[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS :1 CIN L18119GJ1984PLC0069222 Registration Date 04/05/19843 Name of the Company JINDAL HOTELS LIMITED4 Category / Sub-Category of the Company Public Company5 Address of the Registered office and contact details HOTEL SURYA PALACE, SAYAJIGANJ, BARODA - 390020 Gujarat

Telephone : 0265 2363366Fax Number : 0265 2363388

6 Whether listed Company Yes ( Listed at Bombay Stock Exchange)7 Name and Address of Registrar & Transfer Agents (RTA) MCS Share Transfer Agent Limited

10, Aram Apartment, 12, Sampatrao Colony, B/h. Laxmi Hall, Alkapuri,Baroda- Gujarat 390007Tel. No. 0265-2314757/ 0265-2341639E Mail: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY :All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

SN Name and Description of main products / services NIC Code of the Product/ service

% to total turnover of the company

1 Food & Beverage and wine and accommodation service 9805 / 5510 92.38%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES : N A

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) :A. Category-wise Share Holding

ANNEXURE 2

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during the

year Demat Physical Total % of Total

Shares Demat Physical Total % of Total

Shares A. Promoters (1) Indian a) Individual/HUF 680399 0 680399 11.34% 680399 0 680399 11.34% 0.00 b) Central Govt c) State Govt (s) d) Bodies Corp. 2128888 0 2128888 35.48% 2128888 0 2128888 35.48% 0.00 e) Banks / FI f) Any Other…. Sub-total (A) (1):- 2809287 0 2809287 46.82% 2809287 0 2809287 46.82% 0.00 (2) Foreign a) NRIs - Individuals b) Other – Individuals c) Bodies Corp. d) Banks / FI e) Any Other…. Sub-total (A) (2):- 0 0 0 0 0 0 0 0 0 Total shareholding of Promoter (A) = (A)(1)+(A)(2)

2809287 0 2809287 46.82% 2809287 0 2809287 46.82% 0.00

B. Public Shareholding 1. Institutions a) Mutual Funds b) Banks / FI c) Central Govt d) State Govt(s) e) Venture Capital Funds f) Insurance Companies g) FIIs h) Foreign Venture Capital Funds

i) Others (specify) Sub-total (B)(1):- 0 0 0 0.00 0 0 0 0 0

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B. Shareholding of Promoters

*There has been no change in Promoter’s shareholding during the Financial Year 2014-15.

Sr. No.

Shareholding at the beginning of the year

Cumulative Shares holding during the year

No. of shares

% of total Shares of the Company

No. of shares

% of total Shares of the Company

At the beginning of the year i.e. 1st April, 2014

2809287 46.82 - -

Date wise Increase/ Decrease in Promoters Share holding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc):

NIL : NO CHANGE DURING THE FINANCIAL YEAR

At the end of the year i.e. 31st March, 2015 2809287 46.82 - -

C. Change in Promoters’ Shareholding

2. Non-Institutions a) Bodies Corp. 964117 0 964117 16.07% 938240 0 938240 15.64% -0.43% i) Indian ii) Overseas b) Individuals i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

902576

405536 1308112

21.80% 851025 387696 1238721 20.65% -1.15%

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh "

827317

0 827317

13.79

923959 0 923959 15.40% 1.61%

c) Others (specify) HUF 56428 0 56428 0.94% 70528 0 70528 1.17% 0.24% NRI 33739 1000 34739 0.58% 18265 1000 19265 0.32% -0.26 Sub-total (B)(2):- 2784177 406536 3190713 53.18 2802017 388696 3190713 53.19 0.01 Total Public Shareholding (B)=(B)(1)+(B)(2)

2784177

406536 3190713

53.18

2802017 388696 3190713 53.19% 0.01

C. Shares held by Custodian for GDRs & ADRs

0 0 0 0.00 0 0 0 0 0.00

Grand Total (A+B+C) 5593464 406536 6000000 100% 5611304 388696 6000000 100% 0.00

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SN Shareholder’s Name Shareholding at the beginning of the year Share holding at the end of the year % change in share

holding during the

year*

No. of Shares

% of total Shares of

the company

%of Shares Pledged /

encumbered to total shares

No. of Shares

% of total Shares of

the company

%of Shares Pledged /

encumbered to total shares

1 Synergy Stock Holding Private Limited 2128888 35.48 - 2128888 35.48 - 0.00 2 Piyush Daudayal Shah 665605 11.09 - 665605 11.09 - 0.00 3 Yamini N.Jalan 10900 0.18 - 10900 0.18 - 0.00 4 Chanda Piyush Shah 3590 0.06 - 3590 0.06 - 0.00 5 Nilesh D Shah 86 - 86 - 0.00 6 Piyush D. Shah HUF 40 - 40 - 0.00 7 Munish Daudayal Shah 68 - 68 - 0.00 8 Piyush D Shah 20 - 20 - 0.00 9 Sunita Agrawal 20 - 20 - 0.00

10 Nilesh D Shah HUF 10 - 10 - 0.00 11 Shagun Kunal Mehra 10 - 10 - 0.00 12 Prachi Satvik Agrawal 10 - 10 - 0.00 13 Shantaben Daudayal Shah 20 20 0.00 14 Munish Daudayal Shah HUF 10 10 0.00 15 Satvik Piyush Agrawal 10 - 10 - 0.00

2809287 46.82 2809287 46.82 0.00



E. Shareholding of Directors and Key Managerial Personnel**

D. Shareholding Pattern of top ten Members (other than Directors / Promoters)

*NED : Non Executive Director**Other Directors namely Mr. Jatil Patel and Mr. Mukund Bakshi and Key Managerial Personnel: Ms. Palak Gandhi ,CFO & Ms. Karuna Advani,CS have no holding of shares in the Company.

V. INDEBTEDNESS :

SN Name Particulars Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares % of total Shares of the

company

No. of Shares

% of total Shares of the company

1 Mr. Piyush Shah, MD At the beginning of the year 665605 11.09%

NIL movement during the year

At the end of the year 665605 11.09%

2 Mr. A C Patel, NED* At the beginning of the year 3900 0.065% At the end of the year 3900 0.065% 3 Ms. Chanda Shah,NED At the beginning of the year 3590 0.06% At the end of the year 3590 0.06% 4 Ms. Nilesh Shah,NED At the beginning of the year 86 0.0014%

At the end of the year 86 0.0014%

Serial No.

Name of Shareholders Shareholding at the beginning of the year

i.e. 01/04/2014

Change during the year (Purchase/

Sale/Transfer/Allotment etc )

Shareholding at the end of the year i.e. 31/03/2015

No. of shares

% of total Shares of the

Company

No. of shares

% of total Shares of the

Company 1 Nand Kishore Enperprises Pvt Ltd 870000 14.50

NIL movement during the year

870000 14.50

2 Himanshu Harish Agrawal 150000 2.50 150000 2.50

3 Rakhi Himanshu Agrawal 150000 2.50 150000 2.50

4 Kavita Hitesh Agrawal 150000 2.50 150000 2.50

5 Hitesh H Agrawal 150000 2.50 150000 2.50

6 Priyanka Chintan Agrawal 115500 1.93 115500 1.93

7 Sunil Jindel 59951 0.9992 1877 shares purchased 61828 1.0305

8 Shriram Credit Company Limited 24019 0.4003 24019 shares sold 0 0.00

9 Dineshkumar Muktilal Paldiwal 18550 0.3092 NIL movement during the year 18550 0.3092

10 Vinodchandra Mansukhlal Parekh 14131 0.2355 14131 0.2355

Particulars Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 374628303 101718000 7000000 483346303

ii) Interest due but not paid 3990529 0 0 3990529

iii) Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 378618832 101718000 7000000 487336832

Change in Indebtedness during the financial year

Addition 390084185 0 0 390084185

Reduction 342254823 47843000 7000000 397097823

Net Change 47829362 41650000 7000000 96479362

Indebtedness at the end of the financial year

i) Principal Amount 421945151 60068000 0 482013151

ii) Interest due but not paid 4503043 0 0 4503043

iii) Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 426448194 60068000 0 486516194

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VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES :Type Section of the

Companies Act Brief

Description Details of Penalty

/Punishment/ Compounding fees

imposed

Authority [RD / NCLT/ COURT]

Appeal made, if any (give Details)

A. COMPANY

NIL

Penalty/ Punishment/ Compounding B. DIRECTORS Penalty/ Punishment/ Compounding C. OTHER OFFICERS IN DEFAULT Penalty/ Punishment/ Compounding

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :A Remuneration to Managing Director (in Rs.)

B Remuneration to Directors (other than MD) : Only MD is paid remuneration all other directors are non executive Directors. Theyare paid sitting fees for attending meetings @ Rs.7,500/- per meeting. The details are as mentioned below:

C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTDSN Name of Key

Managerial Personnel Gross salary Stock

Option Sweat Equity

Commission Others Total

(a) Salary as per provisions

contained in section 17(1) of the Income-tax

Act, 1961

(b) Value of perquisites u/s

17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under section


as % of profit

others

1. Ms. Palak Gandhi, CFO 835683 -- -- -- -- -- -- -- 835683 2. Ms. Karuna Advani, CS 438239 -- -- -- -- -- -- -- 438239

SN Name of MD/WTD/ Manager

Gross salary Stock Option

Sweat Equity

Commission Others Total Ceiling as per the

Act (a) Salary as

per provisions contained in

section 17(1) of the Income-tax

Act, 1961

(b) Value of perquisites u/s


(c) Profits in lieu of

salary under

section 17(3)

Income-tax Act,

1961

as % of

profit

others

1. Mr. Piyush Shah 26,00,000 1,59,030 Nil Nil Nil Nil Nil Nil 27,59,030 42,00,000

* No commission is payable to any Director of the Company

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Name of Directors

Independent Non-Executive Directors

Total (1) Other Non-Executive Directors Total (2)

Total (1+2)

Total Managerial

Remuneration

Overall Ceiling as per the Act

Sitting Fee for

attending board /

committee meetings

Commission* Others Sitting Fee for

attending board /

committee meetings

Commission Others

1. Mr. A C Patel 75,000 -- -- 75,000 75,000 75,000 2. Mr. J G Patel 75,000 -- -- 75,000 75,000 75,000 3. Mr. M P Bakshi 45,000 -- -- 45,000 45,000 45,000 4 Mr. N D Shah -- -- -- -- 37,500 -- -- 37,500 37,500 37,500 5. Ms. C P Shah -- -- -- -- 67,500 -- -- 67,500 67,500 67,500



A. Disclosure required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment& Remuneration of Managerial Personnel) Rules 2014

The details of remuneration during the year 2014-15 as per Rule 5(1) of the Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014 are as follows:

iii. Percentage increase in the median remuneration of employees in the financial year 52.38%iv. Number of permanent employees on the rolls of the company as on 31st March, 2015 – 242

v. Explanation on relationship between average increase in remuneration & Company performanceThe average increase in employees remuneration effected during the year 2014-15 was 9.37%. The individual incrementsare based on individual and the Company’s performance during the previous financial year viz., 2013-14. The other factorsconsidered for revision in remuneration is the industry standards, functional expertise standards, etc.

The net revenue from operations of the Company for the year 2014-15 increased by 5.54 %, the profits after tax decreasedby 8.49% and the market capitalization increased by 6.32% when compared to the previous year 2013-14.

A direct co-relation of employees remuneration and company performance as envisaged in the Rules is not feasibleconsidering the qualitative factors involved in measuring performance.

vi. Comparison of remuneration of Key Managerial Personnel against the performance of the Company

ANNEXURE-3

Aggregate remuneration of Key Managerial Personnel (KMP) in FY 2014-15 (Rs. in lacs) 40.25 Revenue (Rs. in lacs) 3189.17 Remuneration of KMPs (as % of revenue) 1.26% Profit before Tax (PBT) (Rs. in lacs) 237.99 Remuneration of KMP (as % of PBT) 16.91% D

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Disclosure Requirement Disclosure Details

i. Ratio of Remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Non Executive Directors Ratio to median

remuneration Mr. Ambalal Patel - Mr. Jatil Patel - Mr. Mukund Bakshi - Mr. Nilesh Shah - Ms.Chanda Shah - Managing Director Mr. Piyush Shah 25.98

ii. Percentage increase in the remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary

% increase in Remuneration in the financial

year Mr. Piyush Shah, Managing Director

12.35

Mr. Ambalal Patel, Director - Mr. Jatil Patel, Director - Mr. Mukund Bakshi, Director - Mr. Nilesh Shah, Director - Ms.Chanda Shah, Director - Ms. Karuna Advani, Company Secretary

77.83

Ms. Palak Ghandhi, , Chief Financial Officer (Resigned w.e.f. 1st June, 2015)*

32.93

Notes: No other Director except Managing Director is paid remuneration. Only sitting fees is paid to non executive Directors

(details are mentioned in the Corporate Governance Report) * Mr. Shashikant Patel has been appointed by the Board as CFO of the Comapny w.e.f. 1st June, 2015



vii. Variations in the market capitalization of the company and price earnings ratio as at the closing date of the currentfinancial year and previous financial year

Percentage increase over decrease in market quotations of the shares of the Company in comparison with the lastpublic offerNot Applicable as the last public offer was in 1995 and the data are incomparable.

viii. Average percentile increase already made in the salaries of employees other than the managerial personnel in thelast financial year and its comparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:The average annual increase in salaries of employees was around 8.8%.

Increase in the managerial remuneration for the year was 21.16 %.

ix. Comparison of each remuneration of the key managerial personnel against the performance of the Company

x. The key parameters for any variable component of remuneration availed by the Directors:There is no variable component in remuneration of Directors.

xi. Ratio of remuneration of the highest paid director of that of the employees who are not directors but receive remunerationin excess of the highest paid Director during the year:Not Applicable as no employee is receiving remuneration in excess of the highest paid Director.

xii. Affirmation that the remuneration is as per the remuneration policy of the Company:The Company is in compliance with its remuneration policy.

B. Information pursuant to Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) rules, 2014:NOT APPLICABLE (i.e. no employee is in receipt of remuneration aggregating Rs. 5,00,000 or more per month.)

Particulars 31.03.2014 31.03.2015 Market Capitalization of the Company (Rs. in lacs) 1755 1866 Closing Price at the Bombay Stock Exchange Ltd. (in Rs.) 29.25 31.10 Price Earnings Ratio as at the closing date 10.15 11.82

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Mr. Piyush Shah, Managing Director

Ms. Palak Ghandhi, Chief Financial Officer

Ms. Karuna Advani, Company Secretary

Remuneration in FY 2014-15 (Rs. in lacs) 27.59 8.36 4.38 Revenue (Rs. in lacs) 3189.17 Remuneration as % of revenue/ turnover 0.86% 0.26% 0.13% Profit before Tax (PBT) (Rs. in lacs) 237.99 Remuneration (as % of PBT) 11.59% 3.51% 1.81%



Annexure 4Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred toin sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third provisothereto1. Details of contracts or arrangements or transactions not at arm's length basis: Nil2. Details of material contracts or arrangement or transactions at arm's length basis:

FORM

NO

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SN Name(s) of the related party and nature of

relationship

Nature of contracts /

arrangements / transactions

Duration of the contracts /

arrangements / transactions

Salient terms of the contracts or arrangements or

transactions including the value, if any

Date(s) of approval by the

Board, if any

Amount paid as advances, if any

1 Mr. P.D.Shah and Other Family Members (Promoter Group)

Lease rent paid

Upto 05.05.2030

Lease Rent payable at Rs.5 /- per Sq. ft. per month towards 21682 Sq. ft. land at S. No.202 to 208, Leased for Hotel Building at Sayajigunj, Vadodara, total amounting to Rs.13,00,920/-. Lease rent to be increased by 5% every year.

27.01.2015 Lease hold land premium of Rs.5,00,000/- which is not refundable

2 Mr. P.D.Shah (Managing Director)

Remuneration as Managing Director

Three year from 01.08.2013

Monthly Remuneration of Rs.2,00,000/-, which is to be increased by Rs.25,000/- every year.

Perquisites not exceeding Rs.25,000/- per month.

Total Remuneration paid during F.Y. 2014-15 including perquisites of Rs.27,59,030/-

14.05.2013 Nil

3 Mr. P.D.Shah, MD and Smt. Shagun Mehra, Marketing Head)

Rent Paid Five years from 01.06.2012

Rent Rs.50,000/- per month to each for a flat for providing accommodation to Executive of the Company.

08.05.2012 Nil

4 Mr. P.D.Shah (Managing Director)


Rent payable of Rs.5,000/- per month for providing Staff Accommodation for three flats total amounting to Rs.1,35,000/-

21.01.2014 Nil

5 Mr. Satvik Agrawal (Son of Promoter Director)


Rent payable of Rs.5,500/- per month for providing Staff Accommodation for four flats total, amounting to Rs.2,64,000/-

07.02.2012 Nil

6 Ms. Prachi Agrawal (Son’s Wife of Promoter Director)


Rent payable of Rs.5,000/- per month for providing Staff Accommodation for two flats, total amounting to Rs.1,35,000/-

07.02.2012 Nil

7 Ms. Shantaben D.Shah (Mother of Promoter Director)


Rent payable of Rs.5,000/- for 3 months for providing Staff Accommodation for two flats, total amounting to Rs. 30,000/-

07.02.2012 Nil

8 Mr. Hardik Agrawal (Son of Promoter Director)


Rent payable of Rs.5,000/- for 3 month for providing Staff Accommodation for a flat, total amounting to Rs.15,000/-

07.02.2012 Nil

9 Jamunadevi Educational Trust ( Promoter Director is a Trustee )

Educational division income

01.07.2012 to 30.06.2017

25% of Gross fees realized by the Trust received as Educational Division income.

15.06.2012 Nil

10 Ms. Shagun Mehra, Marketing Head ( Daughter of Promoter Director)

Remuneration as Marketing Head

01.06.2014 to 31.05.2017

Monthly Remuneration of Rs.1,30,000/-, which is to be increased by Rs.15,000/- every year.

Perquisites not exceeding Rs.15,000/- per month.

Total Remuneration paid during F.Y. 2014-15 including perquisites of Rs.15,42,584/-

27.05.2014 Nil



REPORT ON CORPORATE GOVERNANCEThe Directors present the Company’s Report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with Stock Exchanges.The Company’s Philosophy on Corporate GovernanceJindal Hotels Limited has been one of the frontrunners to have put in place a formalised system of Corporate Governance. Its governance frameworkenjoins the highest standards of ethical and responsible conduct of business to create value for all stakeholders, employees, customers and community.The Company has established procedures and systems to be compliant with the requirements stipulated by the Securities and Exchange Board ofIndia (SEBI) from time to time, under the revised Clause 49 of the Listing Agreement entered into with the Stock Exchanges, which came into effectfrom 1 October, 2014.The core principles of Corporate Governance emerge the cornerstones of JHL’s governance philosophy, namely trusteeship, transparency,empowerment and accountability, control and ethical corporate citizenship.1. BOARD OF DIRECTORS

As on 31st March, 2015 the Company’s Board comprises of six directors (five Non Executive Directors) out of which three directors areIndependent Directors. The Chairman is an Independent Non Executive Director. All Independent Directors on the Board are highly experienced,competent and renowned persons from their respective field. They actively participate in the Board and Committee Meetings which is a greatvalue addition in the decision making process. The Board of Directors of the Company is apprised of all the relevant and significant informationand developments pertaining to the Company’s business and this facilitates them to take timely corporate decisions. All the Committees of theBoard like Stakeholders Relationship Committee, Nomination and Remuneration Committee, Audit Committee etc. that are constituted under theCode of Corporate Governance, have been functioning effectively. A Certificate of Compliance with all the applicable laws to the Company isbeing placed before the Board at its every meeting.(a) Composition

The Composition of the Board is in conformity with Clause 49 II (A) of the Listing Agreement.

Name of Category No. of Equity No. Meeting Attendance Other CommitteeDirector shares attended at last Director- Position

of the (out of AGM ships (including JHL)#Company 5 held) (09.09.2014) (including

held JHL) Member ChairmanMr. A C Patel CM,NED & IND 3,900 5 Yes 9 6 2Mr. P D Shah MD 6,65,605 5 Yes 7 - -Mrs. C P Shah NED 3,590 5 Yes 5 1 -Mr. N D Shah NED 86 5 Yes 4 - -Mr. J G Patel NED &IND — 5 Yes 1 1 1Mr. M P Bakshi NED & IND — 5 Yes 3 - -

(NED – Non Executive Director, IND – Independent, CM – Chairman, MD- Managing Director).# Only Memberships/Chairmanships of Audit Committee and Stakeholders’ Relationship Committee have been considered.

(b) Number of Board Meetings held and the dates there of:During the year, the Board met 5 times. The meetings were held on 27th May, 2014, 22nd July, 2014, 9th September, 2014, 11th November,2014 and 27th January, 2015.Apart from the matters that require mandatory Board approval, following matters are also put up for information to the Board, as andwhen the occasions arise:1. Annual operating plans and budgets and any updates.2. Capital budgets and any updates.3. Quarterly results for the company and its operating divisions or business segments.4. Minutes of meetings of audit committee and other committees of the board.5. The information on recruitment and remuneration of senior officers just below the board level, including appointment or removal of

Chief Financial Officer and the Company Secretary.6. Show cause, demand, prosecution notices and penalty notices which are materially important.7. Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.8. Any material default in financial obligations to and by the company, or substantial nonpayment for goods sold by the company.9. Any issue including any judgment or order which, may have passed strictures on the conduct of the company or taken an adverse

view regarding another enterprise that can have negative implications on the company.10. Transactions that involve substantial payment towards brand development or intellectual property.11. Any significant development in Human Resources/ Industrial Relations front, Retirement Scheme etc.12. Sale of material nature, of investments, assets, which is not in normal course of business.13. Quarterly details of risk factors, competitors, foreign exchange exposures etc. and the steps taken by management to limit the

risks, if material.14. Non-compliance of any regulatory, statutory or listing requirements and members service such as non-payment of dividend, delay

in share transfer etc.

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COMMITTEES OF BOARD OF DIRECTORS:The Company has three board level committees in accordacne with Cluase 49 of Listing Agreement with BSE namely, Audit Commitee, Nominationand Remuneration Committee and Stakeholder’s Relationship Committee.2. AUDIT COMMITTEE

(a) The Audit Committee presently comprises of three Directors. All the members of the Committee have wide knowledge and experience inthe field of Corporate Finance and Accounts. The scope of the activities of the said Committee is as set out in Clause 49 III (D) of theListing Agreement with Stock Exchange read with Section 177 of the Companies Act, 2013.Audit Committee is in compliance with its requirements of the revised Clause 49 of the listing agreement and include approving andimplementing the audit procedures and techniques, reviewing the f inancial reporting systems, internal control systems and controlprocedures and ensuring compliance of the regulatory guidelines.The Audit Committee acts as a link between the Internal and Statutory Auditors and the Board of Directors. The Committee provides theBoard with additional assurance as to the adequacy of the Company’s internal control systems and financial disclosures. The broadterms of reference of the Audit Committee are as per Section 177 of the Companies Act, 2013 and to review with the Management and/or Internal Auditors and/or Statutory Auditors in the following areas:The Audit Committee shall act in accordance with the terms of reference which shall, inter alia, include;1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial

statement is correct, sufficient and credible;2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;4. Reviewing, with the Management, the annual financial statements and auditor’s report thereon before submission to the Board for

approval, with particular reference to:a) Matters, required to be included in the Director’s Responsibility Statement.b) Changes, if any, in accounting policies and practices and reasons for the same.c) Major accounting entries involving estimates based on the exercise of judgment by Management.d) Significant adjustments made in the financial statements arising out of audit findings.e) Compliance with listing and other legal requirements relating to financial statement.f ) Disclosure of any related party transactions.g) Qualifications in the draft audit report.

5. Reviewing, with the Management, the quarterly financial statements before submission to the Board for approval;6. Reviewing, with the Management, the statement of uses / application of funds raised through an issue (public issue, rights issue,

preferential issue, etc.).7. Review and monitor the auditor’s independence and performance and effectiveness of audit process;8. Approval or any subsequent modification of transactions of the Company with related parties;9. Scrutiny of inter-corporate loans and investments;10. Valuation of undertakings or assets of the Company, wherever it is necessary;11. Evaluation of internal financial controls and risk management systems;12. Reviewing, with the Management, performance of statutory and internal auditors, adequacy of the internal control systems;13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and

seniority of the official heading the department, reporting structure coverage and frequency of internal audit;14. Discussion with internal auditors of any significant findings and follow up thereon;15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or

irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit

discussion to ascertain any area of concern;17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, members (in case of non-

payment of declared dividends) and creditors;18. To review the functioning of the Whistle Blower Mechanism;19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the f inance function or

discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;20. Carrying out any other function as is included in the terms of reference of the Audit Committee.

(b) Composition, Names of Members and ChairmanName of Director Category No of Meeting AttendedMr. Jatil Patel CM, NED & IND 4Ms. Chanda Shah NED 4Mr. Ambalal Patel NED & IND 4

CA Mukund Bakshi had been appointed as member of Audit Committee on recommendations of NRC in its meeting held on 26th May, 2015.(c) Meeting and Attendance during the period

Four Audit Committee Meetings on 27th May, 2014, 22nd July, 2014, 11th November, 2014 and 27th January, 2015 were held during the F. Y.2014–15. The committee reviewed the quarterly and audited annual financial statements before submission to the Board for approval. Themeetings were attended by the members of the Audit Committee. The Managing Director is also invited to attend the meetings as a SpecialInvitee. The Internal Auditors & Statutory Auditors are also invited to attend the meetings. The Company Secretary has been designatedto act as Secretary to the Committee.C

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3. Shareholders Grievance Committee (Nomenclature changed to Stakeholders Relationship Committee effective May 27, 2014)(A) Terms of Reference

Section 178 of the Companies Act, 2013 mandates the constitution of a Stakeholders Relationship Committee to specifically look into theredressal of grievances of members.The terms of reference of the Committee encompasses the following areas:• Timely transfer of Shares and Debentures.• Dematerialization and/or Rematerialization of shares.• Transmission of Shares/ Deletion of Name in case of death of the member/s.• Issue of duplicate shares/debentures Certificates in case of lost / misplaced/ torn/ mutilated ones.• Timely redressal of complaints pertaining to non-receipt of dividends, change of address, bank details, nomination etc.• Any other related issue/s.

(B) Composition, Names of Member and ChairpersonThe Stakeholders Relationship Committee comprises of 3 members namely Ms. C.P Shah, Director, Mr. P. D. Shah, Managing Director andMr. N. D. Shah, Director. Ms. C.P. Shah is the Non Executive Director of the Company and Chairperson of the Committee. Ms. KarunaAdvani, Company Secretary has been designated as the Compliance Officer and also acts as Secretary to the Committee.

(C) Meetings and Attendance during the period6 Meetings of the Stakeholders Relationship Committee were held during the financial year ended on 31st March, 2015.

Name of the Member Designation No. of Meeting AttendedMrs. Chanda Shah (NED) Chairperson 06Mr. Piyush Shah Member 06Mr. Nilesh Shah (NED) Member 06

(D) Stakeholders GrievanceThe complaints(basically request for change of address, payment of unclaimed dividend, issue of duplicate share certificates etc.)received during year –16, Disposed of during the year -16, unresolved at the end of the year – NIL from the members / SEBI.The report on various issues concerning the members such as issue of share certificates, redressal of members’ complaints etc. isbeing periodically placed before the Committee.All the shares received for Transfer/ Transmission/ Transposition/ Split/ Consolidation etc. are processed and dispatched within theperiod not exceeding fifteen days and a half-yearly Certificate from a Practicing Company Secretary to that effect is being obtainedpursuant to Clause 47(c) of the listing agreement.On the date of this report there are no complaints pending, which need redressal. Also there are no cases of share transferspending.The Company has furnished necessary documents and information to SEBI, BSE and members, where ever necessary.A Link: ‘Members Arena’ is provided at the official website of the company www.suryapalace.com which facilitiesthe direct email to the compliance officer and hereby members can lodge their complaints.

(E) SCORES- SEBI Complaints Redress System.SEBI has initiated processing of investor complaints in a centralized web- based complaint redress system “SCORES”. Under the saidsystem the complaints received from SEBI will be processed in-house.The Company had no complaints through SCORES during the F.Y 2014-15.

4. NOMINATION & REMUNERATION COMMITTEE (NRC)As per Section 178 read with underlying rules viz. the Companies (Meetings of Board and its Powers) Rules, 2014, provisions of Schedule Vof the Companies Act, 2013 and Clause 49 IV of Listing Agreement as amended from time, the nomenclature of Remuneration Committee hasbeen changed to Nomination & Remuneration Committee (NRC) by the Board of Directors in their meeting held on 27th May, 2014.Composition

Sr no. Name Designation Position in committee1 Mr. Mukund Bakshi Independent Non Executive Director Chairman2 Mr. Ambalal Patel Independent Non Executive Director Member3 Mr. Jatil Patel Independent Non Executive Director Member

No. of Meetings attended during in the year 2014-15On 27th May, 2014, meeting was held to revise remuneration and re appointment of Ms. Shagun Mehra, Head of Marketing.The terms of reference of the Committee, inter alia, includes (a) formulation of policy for determining qualifications, positive attributes andindependence of a director and remuneration for the directors, key managerial personnel and other employees and recommending the sameto the Board and (b) identification of persons who are qualified to become directors and who may be appointed in senior management inaccordance with the criteria as per the policy approved by the Board. The policy of the Company is to remain competitive in the industry, to attractand retain the best talent and appropriately reward employees for their individual performance and contribution to the business.The company pays sitting fee @ Rs.7,500 per meeting to the Directors. No sitting fee however is being paid to Managing Director.The details of remuneration / sitting fees paid to each director are as follows:

Name Remuneration PF Contribution Perks Sitting Fees TotalMr. Piyush Shah (MD) 26,00,000 - 1,59,030 - 27,59,030Non Executive DirectorMr. Jatil Patel - - - 75,000 75,000Mr. Ambalal Patel - - - 75,000 75,000Ms. Chanda Shah - - - 67,500 67,500Mr. Mukund Bakshi - - - 45,000 45,000Mr. Nilesh Shah - - - 37,500 37,500

The Policy on Nomination & Remuneration as approved is available at the website of the Company at www.suryapalace.com. CO

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Criteria for Nomination as per Nomination and Remuneration PolicyThe Committee shall follow the procedure mentioned below for appointment of Director, Independent Director, KMP and Senior ManagementPersonnel and recommend their appointments to the Board.• The Committee shall consider the ethical standards of integrity and probity, qualif ication, expertise and experience of the person for

appointment as Director, KMP or at Senior Management level and accordingly recommend to the Board his / her appointment.• The Company should ensure that the person so appointed as Director/ Independent Director/ KMP/ Senior Management Personnel shall

not be disqualified under the Act, rules made there under, Listing Agreement or any other enactment for the time being in force.• In case of the appointment of Independent Director, Independent Director should comply with the addi tional criteria of his / her

independence as prescribed under the Act, rules framed there under and the Listing Agreement. For selection of Independent Director,the Company may use the data bank containing names, addresses and qualifications of persons who are eligible and willing to act asindependent directors, maintained by any institute or association, as may be notified by the Central Government, having expertise increation and maintenance of such data bank.

• The Director/ Independent Director/ KMP/ Senior Management Personnel shall be appointed as per the procedure laid down under theprovisions of the Companies Act, 2013, rules made there under, Listing Agreement or any other enactment for the time being in force.

(a) REMUNERATIONThe Committee recommends the remuneration to be paid to Managing Director, Whole-time Director, KMP and Senior ManagementPersonnel to Board for their approval. The Committee ensures that:• The level and composition of remuneration so determined shall be reasonable and sufficient to attract, retain and motivate Directors,

Key Managerial Personnel and Senior Management of the quality required to run the company successfully;• The relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and• Remuneration to Directors, KMP and Senior Management Personnel involves a balance between fixed and incentive pay reflecting

short and long-term performance objectives appropriate to the working of the company and its goals.(a1) Managing Director/ Whole-time Director(s)

Besides the above criteria, the Remuneration/ compensation/ commission etc to be paid to Managing Director, Whole-time Director(s) etcshall be governed as per provisions of the Act read with Schedule V and rules made there under or any other enactment for the timebeing in force.

(a2) Non-Executive Independent DirectorsThe Non-Executive Independent Directors may receive remuneration by way of sitting fees for attending meetings of Board or Committeethereof, reimbursement of expenses for participation in the Board and other meetings and profit related commission if so decided andapproved by the Board/ Members as per the provisions of the Act.Provided that the amount of such fees shall not exceed the amount as prescribed under the Act read with the rules made there under orany other enactment for the time being in force. Further, independent director shall not be entitled to any stock option.The Non-Executive Independent Directors may be paid remuneration for services rendered in any other capacity and/or any otherspecific assignment given by the Company from time to time. The remuneration paid for such services shall be subject to provisions ofthe Act and approval of the Nomination and Remuneration Committee.Provided that the payment of remuneration for services rendered by any such director in other capacity shall not be included in the overallceiling prescribed under the Act read with Schedule V and rules made there under, if –(a) The services rendered are of a professional nature; and(b ) In the opinion of the Committee, the director possesses the requisite qualification for the practice of the profession.

(a3) KMPs/ Senior Management Personnel etc.The Remuneration to be paid to KMPs/ Senior Management Personnel shall be based on the experience, qualification and expertise of therelated personnel and governed by the limits, if any, prescribed under the Companies Act, 2013 and rules made there under or any otherenactment for the time being in force.

5. RISK MANAGEMENT COMMITTEE (RMC)Pursuant to the provisions of clause 49 VI of the Listing Agreement, the Board of Director in their meeting held on 22nd July, 2014 has decidedto constitute Risk Management Committee.Further pursuant to amendment in the Revised Listing Agreement on 15th September, 2014, constitution of Risk management Committee (RMC)shall not be mandatory, for the time being, in respect of listed companies whose paid up equity share capital is not exceeding Rs.10 croreand Net worth not exceeding 25 crore, as on the last day of previous f inancial year (i.e. 31st Marc h, 2014). As SEBI had receivedrepresentations from market participants including companies and industry associations, highlighting certain practical difficulties in ensuringcompliance, seeking clarifications on interpretation of certain provisions and suggesting various options to ease the process of implementation.Taking in to consideration the proposal received from Audit Committee, Board of Directors in their meeting held on 11th November, 2014discussed the requirements of Clause 49 VI of Listing Agreement and decided that for the time being the Risk Management Committee will notto be constituted, as already the functions of RMC are performed by the Board.

6. Code of Conduct(a) For Directors and Senior Management Personnel

The JHL Code of Conduct, as adopted by the Board of Directors, is applicable to Directors, senior management and employees of the Company.The Code is derived from three interlinked fundamental principles, viz. good corporate governance, good corporate citizenship and exemplarypersonal conduct in relation to the Company's business and reputation. The Code is available on the Company's corporate website.

(b) For Prevention of Insider TradingSecurities and Exchange Board of India (SEBI) has amended SEBI (Insider Trading) Regulations, 2015 vide notification dated 15thJanuary, 2015. The said regulations have been effective from 15th May, 2015. The Board has adopted Code of Internal Procedures andConduct for Regulating, Monitoring and Reporting of Trading By Insiders and the same is displayed on the website of the Company. Thecode ensures prevention of dealing in shares by persons having access to the unpublished price sensitive information. The Company'scode of conduct has been complied with by insiders.

A. GENERAL BODY MEETINGS(I) Date, Time and Location where the last three AGMs were held:

Date T ime Venue Number of Special Resolution passed25.09.2012 3.30 p.m Surya Palace Hotel, Sayajiganj, Baroda No Special Resolution passed.24.09.2013 3.30 p.m Surya Palace Hotel, Sayajiganj, Baroda One Special Resolution passed.09.09.2014 3.30 p.m Surya Palace Hotel, Sayajiganj, Baroda Seven Special Resolutions passed.

• All the aforesaid resolutions were passed on show of hands except the resolution passed in 29th AGM which was passed by e-voting.• No ‘Extraordinary General Meeting’ was held during the last three years.• No postal ballot was conducted in aforesaid meetings.• At the forthcoming ‘Annual General Meeting’ there is no item on the agenda requiring postal ballot.C

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B. NOTES OF DIRECTOR SEEKING RE-APPOINTMENTMr. Piyush Shah, holds a Masters degree in Commerce and is a Law Graduate from The M. S. University of Baroda. He has attendednational & international level short courses and seminars on the following: Management, Marketing, Finance and Team Building. He is the 3rd

generation of a family of hoteliers. He is a philanthropist and is associated with NGOs health and education concerns at the state level. Dueto his profound leadership skills, he has successfully leveraged a team of energetic and committed professionals in the Company.Name of Director PIYUSH DAUDYAL SHAHDIN 00010884Date of Appointment 04/05/1984Designation Managing DirectorDate of birth 19th January, 1952Shareholding in Equity Shares of the Company and % of holding 6,65,605 Shares [11.09%]List of other Companies in which Directors Synergy Stock Holding Pvt. Ltd. , Synergy Commodities Pvt. Ltd.,

Global Gourmet Pvt. Ltd. , Riser Holdings Pvt. Ltd., WestbridgeGlobal Pvt. Ltd. , Saraswati Cultural Foundation.

List of CM/Membership of other Committee Member of Stake Holders Relationship Committee of JindalHotels Limited.

C. OTHER DIRECTORS PROFILEMr. Ambalal C. Patel (DIN: 00037870), is a B Sc and B E (Metallurgy). He has gained more than 35 years of experience in project evaluation,project finance and technical appraisal of various undertakings, while working with Gujarat Industrial & Investment Corporation Limited (GIIC).He had retired as a Deputy General Manager from GIIC in April 2004 and joined the Board of the Company in July 2004. His guidance and advicein the area of Finance and Company law matters is respected and appreciated.Mrs. Chanda P Shah (DIN: 00010909) is a Science Graduate and has more than 28 years experience as a Hotelier. She has been renderingher services as a Non Executive Director of our Company since 23rd September, 1993. Her experience, guidance and advice benefits theCompany, particularly in the areas of Housekeeping, Interior Design and Landscaping. The ambience of the hotel created by her is a combinationof tranquility and serenity along with grandeur and luxury.Mr. Nilesh Shah (DIN 00013598), is B.E. (Civil) from The M. S. University of Baroda. He is one of the co-promoters of the Company. He is co-promoter of Hotel Kalyan, Sayajigunj, Baroda. He possesses to his credit more than 20 years experience in the civil construction activities andlooks after planning, construction, engineering & maintenance of the hotel property of the Company.Mr. Mukund Bakshi (DIN: 00066993), is a Fellow Member of the Institute of Chartered Accountants of India and a Practicing CharteredAccountant .He is a partner of M/s Mukund & Rohit, Chartered Accountants, Baroda. Besides, he has wide experience in the area of accounting& auditing, taxation and Legal Matters. His knowledge, experience, guidance and advice is beneficial to the company. He is responsible forstrategic financial matters including corporate finance and strategy.Mr. Jatil Patel (DIN: 00021794), is M.Sc. from The M S University of Baroda. In March 2001, he retired as Deputy General Manager of Bankof Baroda. He had served Bank of Baroda for more than 30 years, including 8 years in branches at Abu Dhabi (UAE) and Fiji Islands. He hashad an exemplary career with the bank and has received numerous awards for exceeding various targets. He possesses wide exposure infinance and banking, an expertise that is always available to the Company. He is on Board of our Company since 22.07.2003The Company thus has a team of highly qualified and experienced professionals on its Board to look after the overall operations. Apart fromthese eminent personalities, a team of professionals looks after the day-to-day operations of the Company.

D. DIRECTORS INTERSE RELATIONSHIPName of Director RelationshipMr. Piyush Shah, MD Brother of Mr. N D Shah, Non Executive Director Spouse of Ms C P Shah, Non-Executive DirectorMr. Jatil Patel Independent DirectorMr. Ambalal Patel Independent DirectorMr. Mukund Bakshi Independent Director

E. DISCLOSURESRelated Party transactionsPursuant to Section 188 of the Companies Act, 2013, comprising of contracts or arrangements with the promoters or other companies/ entitiesin which the Directors are interested, are entered in the Register of Contracts and placed before Board Meeting and signed by all directorspresent as per section 189(1) and rule 16(1) (FORM MBP-4).All transactions entered into with related parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during thefinancial year were on an arm’s length basis and majority of those transactions were in the ordinary course of business. There were nomaterially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitabledisclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The Board has approveda policy for related party transactions which has been uploaded on the Company’s website www.suryapalace.com.Vigil MechanismThe Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics &Compliance Task Force comprising senior executives of the Company. It’s for directors and employees to report concerns on unethicalbehavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy, to management.Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the AuditCommittee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company’s website..CEO CertificationThe Chairman & Managing Director (CEO) of the Company has certified the compliance of Code of Conduct in respect of the Financial Year2014-15 by the Board Members & Senior Management and the said certificate forms part of this report.Statutory Compliance of all applicable Laws is being made by the Company and is reported to the Board in its every meeting. Further inpreparation of the financial statements, all those Accounting Standards that are applicable have been complied with by the Company.StricturesNo strictures or penalties have been imposed on the Company by the Stock Exchange or by the Securities Exchange Board of India (SEBI) orby any statutory authority on any matters related to capital markets during the last three years.Board Training and InductionA formal letter of appointment is given to an independent director at the time of appointing, which inter alia explains the role, functions, dutiesand responsibilities etc. expected of him as a director of the company. The director is also explained in detail the compliances required from himunder the companies Act, clause 49 of the Listing Agreement and other relevant regulations and his affirmation taken with respect to the same. C

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Independent Directors’ MeetingDuring the year under review, the Independent Directors met on feb 23rd, 2015 inter alia, to discuss:• Evaluation of the performance of non–independent directors and the Board as a whole;• Evaluation of the performance of the Chairman of the Company, taking into account the views of the executive and non-executive directors.• Evaluation of quality, content and timeliness of flow of information between the management and the board that is necessary for the

Board to effectively and reasonably perform its duties.The familiarisation programme in line with the provisions of the Companies Act, 2013 and listing agreement was arranged for the Independent Directorsby way of presentation, where in they were provided with the guidelines of their duties, roles, responsibilities etc. The details for the same aredisplayed on the website of the company www.suryapalace.com.Performance evaluationPursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annualperformance evaluation of its own performance, the directors individually as well as the evaluation of its committees. The performanceevaluation of the Independent directors was carried out by the entire board. The performance evaluat ion of the chairman and the nonindependent directors was carried out by the independent directors.

7. MEANS OF COMMUNICATIONIt is Jindal Hotels Ltd’s belief that all stakeholders should have access to complete information regarding its position to enable them to accuratelyassess its future potential. The Company disseminates information on its operations and initiatives on a regular basis. The Company’swebsite (www.suryapalace.com) serves as a key awareness facility for all its stakeholders, allowing them to accessinformation at their convenience.The quarterly, half yearly and annual results are regularly published by the Company in leading English and vernacular newspapers as per theStock Exchange requirements viz. namely in Indian express & Financial Express (Gujarati edition). In addition, these are also submitted to theStock Exchange in accordance with the Listing Agreement. Financial Results will be supplied through E-mail and posted to the members ondemand. And now the results and other important information is also periodically updated on the Company’s website viz.www.suryapalace.com.Investors may communicate with company on Email ID: [email protected] for any complaint or any other matter.

8. Ministry of Corporate Affairs (MCA)The Company has periodically filed all the necessary forms and documents with MCA. The Company has filed its Annual Accounts on MCAthrough XBRL.

9. GENERAL SHARE HOLDER INFORMATION(a) AGM Date, Time and Venue

Date and Time Tuesday, the 22nd day of September, 2015 at 3:30 p.mVenue Registered Office :Hotel Surya PalaceSayajigunj,Baroda,Gujarat.

(b) Financial CalendarBoard Meeting to approve Unaudited Financial Result for PeriodQuarter ending June 30, 2015 Latest by 14th Aug, 2015Quarter ending September 30, 2015 Latest by 14th Nov, 2015Quarter ending December 31, 2015 Latest by 14th Feb, 2016Quarter ending March 31, 2016 Latest by 30th May, 2016Audited Results for the whole F.Y. 2015-16

(c) Date of Book Closure 15th September, 2015 to 22nd September, 2015 (Both days inclusive)(d) Dividend payment dates on or after 24th September, 2015(e) Listing on Stock Exchange At Bombay Stock Exchange Ltd. Listing Fees have been paid for

F Y 2015-16(f) Stock Code for Equity Shares (BSE) 507981(g) Demat ISIN No in NSDL & CDSL INE 726 D01016(h) Status of Demat as on 31.03.15 No. of Shares Percentage

Dematerialised 56,11,304 93.52Physical Form 3,88,696 6.48

—————— ——————Total 60,00,000 100.00

(i) Outstanding ADRs/GDRs etc Not Applicable(j) Hotel Location Surya Palace Hotel, Sayajigunj, Baroda – 390 020(k) Address for Correspondence Registered Office: Hotel Surya PalaceSayajigunj, Baroda,

Gujarat. Email: [email protected] CIN: L18119GJ1984PLC006922Office of Registrar & Share Transfer Agent i .e. MCS ShareTransfer Agent Ltd. 10, Aaram Apartment,12, Sampatrao Colony,Behind Laxmi Hall, Alkapuri, Baroda- 390007.Email: [email protected]

(l) Registrar and Share Transfer Agents &Share Transfer System:The entire share transfer process, physical as well as dematerialised, is being handled by the Company’s Registrar and Share TransferAgents viz. MCS Share Transfer Agent Ltd., Share Transfer in physical form can be lodged either with the Registrars & Share TransferAgents OR at the Registered Office of the Company. Share Transfer requests received are attended within fortnight. All requests for de-materialization/re-materialization of shares are processed and confirmation is sent to the depositories by the Registrars & Share TransferAgents of the Company generally within 15 days from the date of the receipt thereof. The Company representatives regularly visit theoffice of the Registrars and Share Transfer Agents to monitor the process, supervise and ensure that there are no unusual delays orlapses in the system. Stakeholder Relationship Committee meets, depending on volume of share transfer and dematerialization request.C

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http://www.suryapalace.com)







(m) Market Price Data: High & Low Prices of Equity Shares as per Stock Market Data, Bombay Stock Exchange (BSE) MONTH HIGH (`) LOW (`) Closing Sensex

Rate (`) (Closing)APRIL 2014 33.40 25.55 28.55 22,417.80MAY 2014 35.90 24.30 30.20 24,217.34JUNE 2014 39.00 28.00 33.85 25,413.78JULY 2014 38.90 30.25 32.45 25,894.97AUGUST 2014 33.70 28.00 30.75 26,638.11SEPTEMBER 2014 32.25 27.70 30.80 26,630.51OCTOBER 2014 36.50 26.65 32.60 27,865.83NOVEMBER 2014 33.50 29.30 31.10 28,693.99DECEMBER 2014 36.90 25.60 29.25 27,499.42JANUARY 2015 35.00 26.20 29.20 29,182.95FEBRUARY 2015 35.80 27.20 30.70 29,361.50MARCH 2015 35.00 24.60 30.70 27,957.49

(n)Shareholding (No. of Nos. % Total Share No. of % of Paid

Equity Shares) Holders Shares Up CapitalUp to 500 4674 91.0047 6,85,536 11.4256501 to 1000 259 5.0428 2,08,499 3.47501001 to 2000 109 2.1223 1,60,018 2.66702001 to 3000 25 0.4868 62,897 1.04833001 to 4000 20 0.3894 69,622 1.16044001 to 5000 10 0.1947 47,125 0.78545001 to 10000 17 0.3310 1,18,230 1.970410001 to 50000 13 0.2531 2,06,252 3.437550001 to 100000 1 0.0195 61,828 1.0305And above 8 0.1558 43,79,993 72.9999Total 5136 100.00 60,00,000 100.00

(o) SHARE HOLDING PATTERN as on 31.03.2015Sr. No. Category No. of Shares Held % of Shareholding01. Promoters 28,09,287 46.8202. Private Corporate Bodies 9,38,240 15.6403. Indian Public 22,33,208 37.2204. NRIs / OCBS 19,265 0.32

Total 60,00,000 100%(p) The Company will pay Annual Custody Charges to National Securities Depository Limited (NSDL) and Central Depository Services (India)

Ltd. (CDSL) for the year 2015-16 on receipt of the invoices.10. Secretarial Audit

In keeping with the requirements of the SEBI and the BSE, a secretarial audit to reconcile the share capital with National Securities DepositoryServices Ltd (NSDL) and Central Depository Services (India) Ltd. (CDSL) and the total issued and lis ted capital by Practicing CompanySecretary, M/s. Jayesh Vyas & Associates (F.C.S.:5072 & C.P.:1790) is undertaken every quarter.• No pledge has been created over the Equity Shares held by the Promoters as on March 31, 2015.• Dividend @ Rs. 0.80/- per share of Rs.10/- each has been recommended by the Board of Directors on the Equity Shares which shall be

paid/ distributed on and from 24th September, 2015 upon its approval by the Members in the ensuing 30th Annual General Meeting.11. Report on Corporate Governance

The Company regularly submits to the BSE, within the prescribed period, quarterly reports on Corporate Governance.The Company complied with all the mandatory requirements of Clause 49 of the Listing Agreement on Code of Corporate Governance.

12. Non-Mandatory RequirementsThe Board may consider adopting the non-mandatory requirements in due course of time.

13. Audit QualificationsDuring the year under review, there were no audit qualifications in the Company’s financial statements. The Company continues to adopt bestpractices to ensure a regime of unqualified financial statements.

DECLARATIONS:Managing Director (CEO) and Chief Financial Officer (CFO) Certification

As required by revised Clause 49 of the Listing Agreement entered with the Bombay Stock Exchange, we have certified to the Board that for thefinancial year ended 31st March, 2015, the Company has complied with the requirements of the said sub clause.

For Jindal Hotels Limited

Place: Baroda Ms. Palak Gandhi Mr. Piyush ShahDate: 26.05.2015 Chief Financial Officer Managing Director

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ANNEXURE - 5

Certificate on Compliance with the conditions of Corporate Governance under Clause 49 of theListing Agreement.

To,The Members of Jindal Hotels LimitedHotel Surya Palace,Sayajigunj,Baroda 390020.

We have examined the compliance of conditions of Corporate Governance by Jinddal Hotels Limited (the Company) for the yearended March 31, 2015 as stipulated in Clause 49 of the Listing Agreement of the said Company with the BSE Limited.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited toprocedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of CorporateGovernance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency oreffectiveness with which the management has conducted the affairs of the Company.

On the basis of our review and according to the information and explanations given to us, the conditions of Corporate Governanceas stipulated in Clause 49 of the Listing Agreement with the BSE Limited have been complied with in all material respects by theCompany.

We state that no investor grievances were unattended/pending exceeding a period of one month as at March 31, 2015, as per therecords maintained by the Stakeholders Relationship Committee.

For Kashyap Shah & Co.Company Secretaries

Place: Baroda Kashyap ShahDate: 26.05.2015 Proprietor

CP No. – 6672, FCS – 7662

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INDEPENDENT AUDITORS’ REPORTTo the Members of Jindal Hotels LimitedReport on the Standalone Financial StatementsWe have audited the accompanying standalone financial statements of Jindal Hotels Limited (‘the Company’), which comprise the balance sheet asat 31 March 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accountingpolicies and other explanatory information.Management’s Responsibility for the Standalone Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to thepreparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performanceand cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standardsspecified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively forensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement, whether due to fraud or error.Auditor’s ResponsibilityOur responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisionsof the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Actand the Rules made there under.We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements arefree from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The proceduresselected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether dueto fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of thefinancial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for thepurpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting andthe operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financialstatements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financialstatement.OpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements givethe information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generallyaccepted in India, of the state of affairs of the Company as at 31 March 2015 and its profit and its cash flows for the year ended on that date.Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government of India in terms of sub-section

(11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extentapplicable.

2. As required by Section 143 (3) of the Act, we report that:(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the

purposes of our audit.(b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of

those books;(c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books

of account;(d) in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the

Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;(e) on the basis of the written representations received from the directors as on 31 March 2015 taken on record by the Board of Directors,

none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and(f ) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors)

Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:i. the Company has disclosed the impact of pending litigations on its financial position in the financial Statement (Refer Note 24 (ii) (N)

of financial statements) ;ii. The Company has not made any Long Term contract including derivative contracts, hence, it is not required to make provision for

material foreseeable losses.iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the

Company. For V. Shah & Associates,

Chartered Accountants, F. R. N. 109816 W

Place : Baroda V.R.ShahDate : 26.05.2015 (Proprietor)

Membership No. FCA 034994 IND

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ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORTThe Annexure referred to in our Independent Auditors’ Report to the members of the Company on the standalone financial statements for theyear ended 31 March 2015, we report that:(i) In respect of its Fixed Assets

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;(b) As explained to us all the Fixed Assets have been physically verified by the Management according to a phased program designed to

cover all the items over a period of three years, which in our opinion, is reasonable, having regard to the size of the Company and natureof its assets. No material discrepancies were noticed on such verification.

(ii) Inventory(a) As explained to us, the inventory have been physically verified during the year by the management;(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of

the company and the nature of its business.(c) The Company is maintaining proper records of inventory. The discrepancy noticed on physical verification of inventory have been

properly dealt with in the books of accounts.(iii) According to the information and explanations given to us, there are no loans(secured or unsecured) granted by the Company to companies,

firms or other parties covered in the register maintained under section 189 of The Companies Act,2013. Hence, para,3(iii)(a) and (b) of theOrder is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate withthe size of the company and the nature of its business, for the purchase of inventory and Fixed assets and for the sale of goods & services.During the course of our audit we have not observed any continuing failure to correct major weaknesses in Internal Control.

(v) The Company has not invited the deposits from members. However Company has accepted interest free unsecured loan from directors of thecompany during the year under review.

(vi) The Central Government has not prescribed maintenance of cost records u/s 148 (1) (d) of the Companies Act, 2013 for the Company’sproducts and activities.

(vii) Statutory and other dues:(a) According to the information and explanations given to us and based on the records examined by us, the Company has been regular in

depositing undisputed statutory dues including Provident fund, Investor Education and Protection Fund, Employees’ State insurance,Income tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise Duty, Value Added Tax, Cess, Luxury Tax and any other statutorydues with the appropriate authorities during the year. There is no undisputed amounts of such statutory dues payable as at 31.03.2015for a period of more than six months from the date they become payable.

(b) According to the information and explanation given to us, there are no dues of Sale Tax, Income Tax, Customs Duty, Wealth Tax, ExciseDuty, Service Tax, Value Added Tax and Cess, which have not been deposited on account of any dispute.

(c) According to the information and explanations given to us the amounts which were required to be transferred to the Investor Educationand Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has beentransferred to such fund within time.

(viii) The Company does not have any accumulated losses as at the end of the financial year and has not incurred cash losses during the FinancialYear covered by our audit and in the immediately preceding financial year.

(ix) Based on our Audit procedure and on the information and explanation given by the management, we are of the opinion that, the Company hasnot defaulted in repayment of dues to a financial institution or bank;

(x) There is no guarantee given by the Company for loans taken by others from bank and financial institutions;(xi) The Company has applied amount of term loans for the purpose for which the term loan was obtained;(xii) To the best of our knowledge and belief and according to the explanations given to us, no material fraud on or by the company has been noticed

or reported during the course of our Audit.For V. Shah & Associates, Chartered Accountants,

F. R. N. 109816 W

Place : Baroda V.R.ShahDate : 26.05.2015 (Proprietor)

Membership No. FCA 034994

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BALANCE SHEET AS AT 31st MARCH 2015(Rs. in ‘000)

Sr. Particulars Note 31st March 31st MarchNo. No. 2015 2014I EQUITY AND LIABILITIES

(1) Members funds(a) Share capital 1 60,000 60,000(b) Reserves and surplus 2 174,848 178,655

234,848 238,655(2) Non-current liabilities

(a) Long-term borrowings 3 470,353 421,782(b) Deferred tax liabilities (Net) 4 31,027 34,311(c) Long-term provisions 5 3,566 3,434

504,947 459,527(3) Current liabilities

(a) Short Term Borrowings 6 2,393 -(b) Trade payables 7 5,862 7,114(c) Other current liabilities 8 26,037 72,165(d) Short-term provisions 9 17,973 12,494

52,265 91,772

TOTAL 792,060 789,955

II ASSETS(1) Non-current assets

(a) Fixed assets 10(i) Tangible assets 538,828 560,410(ii) Intangible assets 235 832(ii) Capital work-in-progress 162,434 95,867

701,497 657,110(b) Non-current investments 11 326 318(c) Long-term loans and advances 12 15,202 8,178

(2) Current assets(a) Inventories 13 42,061 49,050(b) Trade receivables 14 17,457 14,798(c) Cash and Bank Balance 15 8,553 54,757(d) Short-term loans advances 16 3,715 3,268(e) Other Current Assets 17 3,249 2,477

75,035 124,349Significant Accounting Policies and Notes toFinancial Statements. 24

TOTAL 792,060 789,955The accompanying notes are integral part of the Financial Statements.

On behalf of Board of DirectorsAs per our report of even date For Jindal Hotels LimitedFor V Shah & Associates A.C.Patel P.D.ShahChartered Accountants Chairman Managing DirectorV. R.Shah Karuna Advani Palak GandhiProprietor Company Secretary Chief Financial Officer

Place : Baroda Place : BarodaDate : 26.05.2015 Date : 26.05.2015 BA

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STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31st MARCH, 2015.(Rs. in ‘000)

Sr. Particulars Note 2014-15 2013-14No. No.

I Revenue from operations 18 317,484 300,051

II Other income 19 1,434 2,116III Total Revenue (I + II) 318,918 302,167IV Expenses:

Cost of Food & Beverages 20 68,472 70,365

Employee benefits expense 21 46,261 42,293

Finance costs 22 48,594 40,808

Depreciation and amortization expense 10 39,059 29,842

Other expenses 23 92,733 88,772

Total expenses 295,120 272,079

V Profit before exceptional and extra ordinary items and tax (III-IV) 23,798 30,088

VI Exceptional items - -

VII Profit before extraordinay items and tax (V-VI) 23,798 30,088

VIII Extra ordinary Items - -

IX Profit before tax (VII-VIII) 23,798 30,088

X Tax expense:

(1) Current tax 4,760 6,200

(2) Deferred tax 3,362 7,221

(3) Income Tax of earlier years (131) (608)

XI Profit /(Loss) for the period from continuing operations (IX-X) 15,807 17,275

XII Profit/(Loss) from discontinuing operations

XIII Tax expense of discontinuing operations

XIV Profit /(Loss) from Discontinuing operations (after tax) (XII-XIII)

XV Profit /(Loss) for the period (XIII + XIV) 15,807 17,275

XVI Earnings per equity share:

(1) Basic 2.63 2.88

(2) Diluted 2.63 2.88

Significant Accounting Policies and Notes to

Financial Statements . 24

The accompanying notes are integral part of the Financial Statements.On behalf of Board of Directors

As per our report of even date For Jindal Hotels LimitedFor V Shah & Associates A.C.Patel P.D.ShahChartered Accountants Chairman Managing DirectorV. R.Shah Karuna Advani Palak GandhiProprietor Company Secretary Chief Financial Officer

Place : Baroda Place : BarodaDate : 26.05.2015 Date : 26.05.2015ST

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CASH FLOW STATEMENT(Rs. in ‘000)

Sr. Particulars For the year For the yearNo. ended ended

31st March 15 31st March 14(A) CASH FLOW FROM OPERATING ACTIVITIES

Profit before tax and extra ordinary items 23,798 30,088Adjustment for:Add: (1) Depreciation 39,048 29,831

(2) Interest paid 48,594 40,808(3) Loss on sale of car - -

111,440 100,726Less: (1) Interest received 399 394

(2) Dividend 4 4(3) Profit on sale of car 55 107

Operating profit before working capital changes 110,982 100,221Adjustment for Working Capital changesLess: (1) Increase in Trade & Other Receivable 10,904 3,350

100,079 96,871Add: (1) Increase in Trade Payable & Other Liabilities 3,029 7,479Less: (1) Increase in Inventory (6,989) 5,018

(2) Increase in Adv. Income Tax & TDS 170 (2,149)

109,926 101,481Cash generated from operations 109,926 101,481Less (1) Interest paid 48,594 40,808

(2) Direct Taxes paid 6,350 7,300(3) Interest on adv tax - (150)(4) Income tax adjustment of earlier year (131) (608)

Cash flow before extra-ordinary items 55,113 54,132Net Cash Flow From Operating Activities 55,113 54,132

(B) CASH FLOW FROM INVESTING ACTIVITIESAdd: (1) Sale consideration of Fixed Assets 610 433

(2) Dividend 4 4

614 437

Less: (1) Purchase of Fixed Assets/ Capital W I P/ Pre operative 104,473 116,513(2) Increase in Investment 7 -(3) Investment in Fixed Deposit 1,734 (131)

Net Cash Used in Investing Activities (105,601) (115,945)(C) CASH FLOW FROM FINANCING ACTIVITIES

Add: (1) Proceeds from Long Term Borrowings 394,584 93,858(2) Proceeds from Unsecured Loan (42,457) 57,332(3) Interest Received 399 394

352,526 151,584Less: (1) Repayment of Long Term Borrowings 346,755 25,522

(2) Repayment of dividend including tax 5,616 5,616(3) Repayment of Short Term Borrowings (2,393) 9,730

Net Cash used in Financing activities 2,549 110,717

Net Increase in Cash & Cash Equivalents (A)+(B)+(C) (47,938) 48,903* Cash & Cash Equivalents at the beginning of the year 53,097 4,194* Cash & Cash Equivalents at the end of the year 5,159 53,097

The accompanying notes are integral part of the Financial Statements.On behalf of Board of Directors

As per our report of even date For Jindal Hotels LimitedFor V Shah & Associates A.C.Patel P.D.ShahChartered Accountants Chairman Managing DirectorV. R.Shah Karuna Advani Palak GandhiProprietor Company Secretary Chief Financial Officer

Place : Baroda Place : BarodaDate : 26.05.2015 Date : 26.05.2015 C

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NOTES TO FINANCIAL STATEMENTSr. Particulars 31st March 31st MarchNo. 2015 2014

(Rs. ‘000) (Rs. ‘000)SHARE CAPITAL Note: 1a) Authorised Share Capital 60,000 60,000

60,00,000 (P.Y 60,00,000) Equity Shares of Rs. 10/- eachb) Issued, Subscribed & Paid up Share Capital 60,000 60,000

60,00,000 (P.Y 60,00,000) Equity Shares of Rs. 10/- Each Fully Paid upTotal 60,000 60,000

a) Terms/ right attached to equity sharesThe Company has only one class of equity shares of par value of Rs.10 per share.Each holder of equity shares isentitled to one vote per share.In the event of liquidation of the Company,the holders of equity shares will be entitled to receive remaining assets of theCompany,after distribution of all preferential amounts.The distribution will be in proportion to the number of equityshares held by the members.The Company declares and pays dividend in Indian Rupees.The dividend proposed by the Board of Directors is subjectto the approval of the members in the ensuing Annual General Meeting.During the year ended 31st March 2015,the amount per share recognized as dividend distribution to equity memberswas Rs.0.80 (31st March 2014: Rs.0.80)b) Details of members holding more than 5% shares in the Company.Particulars 31.03.2015 31.03.2014

No. of Shares % Holding No. of Shares % Holding1. Synergy Stock Holding Pvt. Ltd. 21,28,888 35 21,28,888 352. Nandkishore Enterprise PVt. Ltd. 8,70,000 15 8,70,000 153. Shri Piyush D. Shah 6,65,605 11 6,65,605 11

(c) Reconciliation of number of equity shares outstanding is given here under:- 31.3.2015 31.03.2014At the beginning of the year 60,00,000 60,00,000Add: Issued during the year - -At the end of the year 60,00,000 60,00,000

RESERVES & SURPLUS Note: 2

31.3.2015 31.03.2014

(a) Capital Reserves 71 71

(b) Share Premium 24,765 24,765

(c) General Reserve- Balance b/f 59,500 56,967Add: Transferred from Foreign Exchange Earning Reserve - -Add : Transferred from Profit of Current Year 3,000 2,533

62,500 59,500(d) Surplus

Profit brought forward from Previous Year 94,319 85,194Add: Profit for the year 15,807 17,275Deferred Tax liability pertaining to earlier years written off 6,646 -Depreciation pertaining to earlier years adjusted (Refer Note No. 24(II)(L)) (20,483) -Less: Transfer to General Reserve 3,000 2,533

Proposed Equity Dividend 4,800 4,800Tax on Proposed Dividend 977 816

8,777 8,149

Net Surplus in P & L Statement 87,512 94,319

Total (a to d) 174,848 178,655

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Sr. Particulars 31st March 31st MarchNo. 2015 2014

(Rs. ‘000) (Rs. ‘000)LONG-TERM BORROWINGS Note: 3A) Term LoanState bank of India-T.L. - 340,305* Bank of Maharashtra- TL-I 337,006 -* Bank of Maharashtra- TL-II 52,566 -

389,572 340,305

Amount Disclosed under the head “Other current liabilities-Note - 8 10,500 45,805

(A) 379,072 294,500

B) Vehicle Loan** Kotak Mahindra Primus Ltd (a) 225 1,020$$ Kotak Mahindra Bank Ltd (b) 28 342*** B M W Financial Services- BMW (c) 3,120 3,961

(a+b+c) 3,373 5,323

Amount Disclosed under the head “Other current liabilities-Note:8 1,160 3,373

(B) 2,213 1,950

C) Subordinated Debt**** Small Industries Development Bank of India ( SIDBI ) 29,000 29,000Amount Disclosed under the head “Other current liabilities-Note:8 - -

(C) 29,000 29,000The terms of repayment of long term loans are as under* Bank of Maharashtra - Repayble in 48 Quarterly Installments of differential amount commencing from month Sep.2014 till June

2026, at the rate of interest 13 % p.a.** Various vehicle loans,each repayable in differential EMI, which commenced from month Sep 2010,till Feb. 2015 at the interest

rate ranging from 8.80% p.a. to 11.25 % p.a.$$ Repayble in 35 EMI of Rs.28,225/-which commenced from June 2012 ,till April 2015 at the interest rate of 12.03% p.a.*** Various vehicle loans,each repayable in 84 EMI of Rs.33,301/-which commenced from month April 2011, till April 2018, at the

interest rate of 10% p.a.**** Repayable after 3 years of moratorium,from October,2016, in 47 monthly installments of Rs.6,05,000/-each & last installment of

Rs.5,65,000/-at fixed rate of interest @ 15.25 % p.a. with monthly rests.There is no default in repayment of Loan Installment and interest thereon of all types of Loans.Security Provided:Term Loan from B.O.M. (P.Y. S.B.I.)is secured by Exclusive Charge by way of Registered Mortgage over company’s lease hold landbearing City Survey No.202 to 208, free hold land bearing City Survey no 193 & 194, building constructed thereon,hypothecation ofmovable assets acquired /to be acquired out of Term Loan,hypothecation of entire movable assets of the Company and personalguarantee of two Directors of the Company.Vehicle Loan are secured against Hypothecation of specific vehicles and personal guarantee of two Directors.Subordinated Debt from SIDBI is secured by charge on all movable assets of the Company.Such charges would be residual/subservientto all the existing & prospective charges created/to be created by the Company, on the said assets in favour of Bank / FIs

D) Unsecured Borrowings (Rs. ‘000) (Rs. ‘000)Loans and advances from related parties:From Directors 60,068 89,332From Share Holders - 6,193From Others - 7,000

(D) 60,068 102,525

Amount Disclosed under the head “Other current liabilities-Note - 8 - 6,193

Total (A+B+C+D) 470,353 421,782Unsecured Loans received from Directors / Members / Group Companies in the previous year are interest free.There is no default in repayment of Unsecured Loan. N

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(Rs. ‘000) (Rs. ‘000)

Non-current liabilities Note: 4

Deferred Tax Liability (Net)Deferred Tax Libilities Balance b/f 34,311 27,090Less:- Deferred Tax liability written off 6,646 -Addition during the year 3,362 7,221

Total (Rs.) 31,027 34,311

The Major components of Deferred Tax Liability are as under :-

A) Deferred Tax LiabilityDifference between accounting and Tax Depreciation(Cumulative) 31,343 34,582

B) Deferred Tax AssetsUnabsorbed Depreciation & Business LossOthers 315 271

C) Net Deferred Tax Liability 31,027 34,311

Long Term Provisions Note: 5

(a) Provision for employee benefits

Gratuity 3,056 2,703

Leave Encashment 1,088 1,335

Total 4,144 4,038

Amount Disclosed under the head “Short Term Provisions- Note:-9 578 604

3,566 3,434

Short Term Borrowings Note:6

Secured

(a) Bank of Maharashtra (B.O.M.) 2,393 -

Total 2,393 -

Cash Credit from B.O.M. (P.Y. S.B.I.) is secured by Exclusive Charge by way of Registered Mortgage over company’slease hold land bearing City Survey No.202 to 208, free hold land bearing City Survey no 193 & 194, building constructedthereon,hypothecation of movable assets acquired /to be acquired out of Cash Credit limit,hypothecation of entiremovable assets of the Company and personal guarantee of two Directors

Trade Payables Note: 7

(Unsecured)

(a) Trade Creditors for Raw Materials 1,630 390

(b) Sundry Creditors for Expenses / Services 4,232 6,724

The Company has not received information from vendors regarding their status underthe Micro, Small & Medium Enterprises Development Act,2006 and hence disclosurerelating to amount unpaid at the year end together with interest paid/paybale under theAct have not been given.

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(Rs. ‘000) (Rs. ‘000)Other Current Liabilities Note: 8Secured(a) Interest accrued and due on borrowings 4,503 3,991(b) Bank of Maharashtra/ SBI (Note:3-Current Portion of Loan a/c) 10,500 45,805(c) Unsecured Loan from Members (Note:3-Current Portion of Unsecured Loan A/c) - 6,193(d) Vehicle Loan(Note:3-Current Portion of Loan A/c) 1,160 3,373Unsecured(a) Unpaid dividends 1,013 998(b) Advance from Contractor 65 240(c) Advance from Guest 3,797 4,833(d) Duties & Taxes 2,184 1,400(e) Sundry Creditors for Other Finance - 684(f) Sundry Creditors for Capital Goods 2,815 4,647

Total 26,037 72,165

Short-Term Provisions Note: 9Unsecured(a) Provision for employees’ benefits-

Leave Encashment/ Gratuity (Note:5) 578 604Other Provisions for Employees’ Benefit 3,957 3,387

(b) Provision for Expenses 7,589 1,055(c) Current Income Tax payble (Net) 72 1,832(d) Proposed Dividend 4,800 4,800(e) Tax on Proposed Dividend 977 816

Total 17,973 12,494

Gross Block Depreciation Net BlockSr PARTICULARS As on Addition Sales/ Total Up to Depreciation Provided Sales/ Total up to W. D.V. W.D.V.no 01.04.14 during the Transferred/ as on 31.3.14 pertaining to during the Transferred/ 31.03.15 as on as on

year Written Off 31.03.15 earlier years year Written Off 31.03.15 31.3.14TANGIBLE ASSETS

1 LEASE HOLD LAND & DEVE. 182 11 171 - - - - - 171 1822 LAND 54,704 54,704 - - - - - 54,704 54,7043 HOTEL BUILDING 254,655 10,798 265,453 20,521 - 4,100 - 24,621 240,832 234,1344 FLAT 651 - 651 74 544 - - 619 33 5775 EQUIPMENTS 43,915 8,204 52,119 14,616 506 3,380 - 18,502 33,618 29,2996 OTHER EQUIPMENTS & ACCESSORIES 196,415 10,464 1,015 205,864 56,523 6,230 15,375 1,015 77,112 128,752 139,8937 FURNITURE & FIXTURE 157,610 5,535 163,145 77,886 12,026 11,626 - 101,538 61,607 79,7248 FURNISHING 13,600 1,819 15,419 8,414 (214) 1,197 - 9,396 6,022 5,1869 OFFICE EQUIPMENT 2,312 - 2,312 1,675 476 15 - 2,167 146 63710 COMPUTERS 19,548 414 19,962 17,825 54 316 - 18,195 1,767 1,72311 VEHICLES 20,816 684 1,609 19,891 6,466 431 2,871 1,054 8,715 11,176 14,349

A 764,409 37,918 2,636 799,691 203,999 20,053 38,880 2,069 260,863 538,828 560,410INTENGIBLE ASSETSCOMPUTER SOFTWARE 1,346 1,346 514 429 168 1,111 235 832

B 1,346 - - 1,346 514 429 168 - 1,111 235 8321 Capital Work in Progress-New Project 84,633 62,493 12,712 134,414 - - - - - 134,414 84,6332 Expenditures Pending Allocation 8,117 27,606 7,704 28,020 - - - - - 28,020 8,117

to Fixed Asset-New Project3 Capital Work in Progress-Upgradation 3,118 2,363 5,481 - - - 3,118

C 95,867 92,463 25,896 162,434 - - - - - 162,434 95,867 A+ B+ C 861,622 130,381 28,532 963,471 204,513 20,483 39,048 2,069 261,974 701,497 657,110PREVIOUS YEAR 746,313 139,212 23,902 861,622 175,559 - 29,831 877 204,513 657,110

A The Company has written off Lease Hold land premium of Rs.11396/- for the year under review on straight line basis,considering total Lease Hold Land period upto 05.05.2030.B Other Equipments & Assessories includes Jacuzi Bath Tub costing Rs.10,15,292/-which have been discarded & written off from Books of Accounts.C Depreciation & Amortisation :

31.03.15 31.03.14Depreciation for the year 39,048 29,831

(+) Amortisation of Lease Hold Land 11 11 39,059 29,842

Note : 10FIXED ASSETS AS ON 31.03.15 (Rs. ‘000)

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(Rs. ‘000) (Rs. ‘000)Non-Current Investments Note: 11Investments (At Cost)

Sr Particulars No. of Face 31.03.15 31.03.14no. shares value(I) Equity shares

(fully paid-up unless otherwise stated)

A Quoted investmentSayaji Hotel Ltd 100 10 3 3Gujarat Hotels Ltd 100 10 2 2Advani Hotel & Resorts (India) Ltd 500 2 4 4Balaji Hotels & Enterprises Ltd. 100 10 5 5Hotel Leela Venture Ltd. 250 2 4 4EIH Ltd. 562 2 28 28Indian Hotels Co. Ltd.(600 Eq. shares @ Re. 1/- f.v. & 135 CCD @ Re. 55/- f.v.) 735 1 48 40ITC Hotels Ltd. 360 1 13 13Asian Hotels (East) Ltd 35 10 4 4Asian Hotels (West) Ltd 35 10 4 4Asian Hotels (North) Ltd 35 10 4 4

(A) 118 111B Unquoted Investments

Anyonya Co-op.Bank Ltd. 135 10 1 1Uma Co-op.Bank Ltd. 4 25 0 0Bharat Hotels Ltd. 198 10 6 6

(B) 7 7

Total (A + B) 126 118

31.03.15 31.03.14 31.03.15 31.03.14Market Value of Quoted Investment 449 429

(II) Investment in Govt. SecuritiesNational Savings Certificate for Prohibiton & Excise 200 200

Total 326 318

Long-Term Loans & Advances Note: 12

(Unsecured,considered Good)(i) Long-Term Loans and Advances shall be classified as:

(a) Capital Advances 11,470 4,451(b) Security Deposits 3,233 3,227(c) Loans & Advances to employees (Note: 16) 500 500

Total 15,202 8,178

Inventories Note: 13

(Valued at lower of Cost or Net Realisable Value)(i) Food & Beverage 914 793(ii) Wine 2,027 1,437(iii) Operating inventories 25,049 32,949(iv) Stores & Supplies 13,633 13,229(v) Stationery 429 634(vi) Coal & Fuel 10 8

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Trade Receivables Note: 14

(Unsecured -Considered Good)(i) Outstanding for a period exceeding six months from the date they are due for payment. 1,727 738(ii) Others 15,711 14,040Considered doubtful, not provided for 19 19

Total 17,457 14,798

Cash & Bank Balance Note: 15

Cash & Cash Equivalent:Balances with banksOn current accounts 863 49,361Unpaid Dividend Account 1,013 998Cash in hand 3,283 2,738

5,159 53,097

Other Bank Balance*Margin Deposit with Canara bank 242 242*Margin Deposit with State bank of India 1,315 1,418Margin Deposit with Bank of Maharashtra 1,837 -*Includes Margin Deposit with originaly maturity of more than 12 months Rs.9,94,240/-(P.Y. Rs.16,60,240/-) 3,394 1,660

Total 8,553 54,757

Short-Term Loans Advances Note: 16

(Unsecured -Considered Good)Loans and advances 3,351 2,550Loans & Advances to employees 864 1,218

4,215 3,768

Less: Amount disclosed under Non Current Assets(Note:12) 500 500

Total 3,715 3,268

Other Current Assets Note: 17

1 Income receivable 1,621 8192 Prepaid Expense 1,628 1,658

Total 3,249 2,477

Revenue Operations from Sale of Services Note: 18

1 Sale of ProductFood & Beverages 164,684 153,823Wine Sale 20,062 25,364

2 Sale of ServicesAccomodation Income 108,009 97,822

3 Other Operating Revenue 24,729 23,042

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Other Income Note:19

1 Kasar /Misc.A/c W.off 956 1,3962 Interest 399 3943 Miscellaneous Income 76 3234 Dividend Income 4 4

1,434 2,116

Consumption of Food & Beverages Note: 20Raw Materials (Food)Opening Stock 793 719Add : Purchases 57,495 55,450

58,288 56,169Less : Closing Stock 914 793

(A) 57,374 55,376WineOpening Stock 1,437 1,177Add : Purchases 11,687 15,249

13,125 16,426Less : Closing Stock 2,027 1,437

(B) 11,098 14,989(A+B) 68,472 70,365

Employees Salaries & Benefits Note: 21

1 Salaries & Wages 39,286 35,9202 Contribution to P F & ESI 1,945 1,3963 Gratuity 397 2214 Staff Welfare Expenses 4,633 4,756

46,261 42,293

Financial Charges Note: 221 Interest on term loan 40,833 37,6922 Bank Interest 1,020 2,9073 Bank Charges 6,742 209

48,594 40,808

Other Expenses Note: 23a Power & Fuel 27,149 23,744b Repair & Maintenance 8,873 9,877c Lease Rent 1,301 1,301d Operating Supplies Written Off 4,596 2,586e Administrative & Selling & Other Expenses:

Conveyance 2,256 2,653Hire Charges 805 449Insurance 632 560Legal & Professional 1,017 1,257Rates & Taxes 2,709 1,296Consultancy fees 192 3,385Printing & Stationery 1,724 1,059Travelling Exp 2,303 1,912N

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(Rs. ‘000)Sr. Particulars 31st March 31st MarchNo. 2015 2014

Cleaning Expenses 1,624 1,599Decorative Expenses 726 1,000Flower & Bouquet 2,435 2,505House Keeping Expenses 2,417 1,959ODC expense 293 220Vehicle Expenses 933 1,387Car Hire Charges 278 387Internet Charges 638 831Licence Fees 1,691 1,521Packing Service Materials 2,588 2,254Marketing Expenses 5,746 5,540Laundry Expense 1,701 1,428Listing fees 112 28Sitting Fees 300 315Rent 564 564Telephone Expense 1,314 1,471Advertisment 2,684 3,224VAT 9,422 7,480Other Misc. Exps 1,230 2,523Magazine & periodicals 409 460Miscellaneous Expenses 442 228Carting 349 442Festival Exp 194 291Vehicle Insurance 603 424Art Work 237 413Auditors’ Remuneration 249 200

92,733 88,772

Note : 24. I. SIGNIFICANT ACCOUNTING POLICIES

A. Basis of preparation of financial statement :The financial statements have been prepared under the historical cost convention, in accordance with the generallyaccepted accounting principles(GAAP) and provisions of The Companies Act, 2013 read with the Companies ( Accounts)Rules, 2014 as adopted consistently by the company, except where a newly issued Accounting Standards initiallyadopted or a revision in to an existing accounting standard requires a change in the accounting policy hitherto in use.

B. Basis of Accounting:a. The company follows the mercantile system of accounting.b. All income and expenditure items having material bearing on financial statement are recognized on accrual basis,

except Dividend income and insurance claim, if any.C. Use of Estimates

The preparation of financial statements in conformity with Indian GAAP requires judgments, estimates and assumptionsto be made that affect the reported amount of assets and liabilities, disclosure of contingent liabilities on the date of thefinancial statements and the reported amount of revenues and expenses during the reporting period. D ifferencebetween the actual results and estimates are recognised in the period in which the results are known / materialised.

D. Fixed Assets:a. All fixed assets are valued at cost of acquisition/ construction. The cost of fixed assets comprises of its purchase

price and attributable costs including finance cost, of bringing the assets to its working condition for its intended use.b. Capital Work in Progress is stated at the amount expended up to the date of Balance Sheet.c. The expenditure incurred during construction period incidental to the expansion / new project including attributable

finance cost, incurred on the project under implementation are treated as Capital Expenditure pending allocationto Fixed Assets. These expenses are apportioned to Fixed Assets on commencement of Commercial Activity. N

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E. Depreciation and Amortisation:a. Depreciation has been provided on “Straight Line Method” over Use full life of respective Fixed Assets as provided

in Part C of Schedule II of the Companies Act,2013.b. Depreciation on Fixed Assets Purchased / Sold during the period is proportionately charged.c. Premium paid on Lease hold land is amortized over a period of Lease.

F. Investments:Investments in shares and securities are long term investments and are stated at cost. Gains / Losses on disposal ofsuch investments are recognized as income / expenditure. When there is a decline in the value of any investment whichis not considered to be temporary, then same is provided for by reducing the value of investment and charging the sameto the statement of Profit & Loss.

G. Inventories:a. Company follows the practice of charging to revenue, the cost of various inventories, on actual consumption basis. b. Inventories are valued at lower of cost or net realizable value. Cost is arrived at on First In First Out basis.

H. Cash & Cash Equivalent :Cash and Cash equivalent for purpose of cash flow statement comprise cash at bank and in hand and short terminvestment with an original maturity of 3 months or less.

I. Provision for TaxationThe amount of Income Tax is provided in accordance with the provisions of Income Tax Act, 1961.Deferred tax is recognized, subject to the consideration of prudence, on timing differences being differences betweentaxable income and accounting income, that originate in one period and are capable of reversal in one or moresubsequent periods.Deferred tax assets are not recognized on unabsorbed depreciation and carry forward of losses unless there is avirtual certainty that sufficient taxable profits will be available against which such deferred tax assets can be realized.

J. Benefits to Employees:The Company’s contributions to the Provident Fund are charged to the Profit and Loss Account.The Gratuity payable at the time of retirement are charged to the Profit and Loss Account on basis of independentexternal actuarial valuation determined and basis of Projected Unit Credit method carried out annually. Actuarial gainsand losses are immediately recognized in the Profit and Loss Account.The employees of the Company are entitled to leave/leave encashment as per the Leave Policy of the Company.The provision for Leave Encashment is made on the basis of independent external actuarial valuation carried out at theend of the year/ period to which it pertains.

K. Revenue from Operation:Revenue from Operation comprise of sale of Guest Rooms, Food and Beverages, Wine Sales but exclusive of LuxuryTax, VAT, Service Tax and other Taxes.Other Operating Income includes Income from Hall Hire, Equipment Hire, Miscellaneous Banquet Services,Telecommunication, Laundry Services, Sale of Scraps, Travel Desk, Educational Division, Tips from guest, flowerdecoration and other miscellaneous services.

L. Other Income:Other Income comprises of gain or loss in Foreign exchange earnings, Interest Received, Dividend Received andOther Miscellaneous Income.

M. Events after the date of Balance Sheet:Wherever material, events occurring after the date of Balance Sheet are considered up to the date of adoption of theaccounts.

N. Provisions, Contingent Liabilities and Contingent Assets:Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligationas a result of past event and it is probable that there will be an outflow of resources to settle the obligation. Provisionis not discounted to its present value and is determined based on the best estimate required to settle an obligation atthe year end. These are reviewed every year end adjusted to reflect the best current estimate. Contingent Liabilities arenot recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the FinancialStatements.

O. Foreign Currencies:Transactions in Foreign Currencies are generally recorded by applying to the Foreign Currency amount, the exchangerate existing at the time of transaction.At year / period end monetary items denominated in foreign currency remaining unsettled are converted in to IndianRupee equivalents at the year / period end exchange rates.Gains or Losses on settlement, in a subsequent period of the transactions entered into in an earlier period, arecredited or charged to the statement of Profit & Loss.

P. Claims:Claims against the company not acknowledged as debts are disclosed after a careful evolution of the facts and legalaspects of the matter involved.N

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Q. Prior Period & Extra Ordinary Items:Prior Period adjustment, extra ordinary items and changes in the accounting policies having material impact on thefinancial affairs of the Company are disclosed.

R. Assets Impairment:An assets is treated as impaired when the carrying cost of the assets exceeds its recoverable value. An impairmentloss is charged to the profit and loss account in the year in which the assets are identified as impaired. The impairmentloss recognized in the prior periods is reversed if there has been a change in the estimate of recoverable amount.

S. The Borrowing Cost:Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of thecost of such assets. A qualifying asset is one that necessarily takes substantial periods of time to get ready for intendeduse. All other borrowing costs are charged to the revenue.

II. NOTES TO FINANCIAL STATEMENTA) Amount of Income Tax has been provided as per provision of Section 115 JB of the Income Tax Act, 1961.B) The Board of Directors are of the opinion that discounted net future generation from the Assets in use and shown in the

schedule of fixed assets, is more than the carrying amount of fixed assets in Balance Sheet, as such, no provision forImpairment of Assets is required to be made in terms of the requirement of accounting standard (AS - 28) “Impairmentof Assets” issued by the Institute of Chartered Accountants of India for the year ended 31.03.2015.

C) Segment ReportingThe Company operates in one reportable operating segment i.e. Hoteliering

D) The Investment made by the company is held in its own nameE) Earnings Per Share As per Accounting Standard 20 of ICAI, New Delhi, Basic and Diluted Earning per Share are as

under: (Rs. in '000)Particulars 2014-15 2013-14A Basic Earnings per Share

(1) Net Profit after Tax 15,807 17,275(2) Number of Equity Shares

At the beginning of the year 60,00,000 60,00,000Issued during the year on preferential basis for proportionate periodWeight age Average Number of Equity Shares 60,00,000 60,00,000Basic Earnings per Shares 2.63 2.88

B Diluted Earnings Per Share(1) Net Profit after Tax duly adjusted 15,807 17,275(2) Numbers of Equity Share at the beginning of the year 60,00,000 60,00,000Issued during the year on preferential basis - -Diluted Potential Equity Shares - -Weight age Average Number of Equity Shares 60,00,000 60,00,000Diluted Earning Per Share 2.63 2.88

C Face Value of Equity shares (Rs.) 10 10

Particulars 2014-15 2013-14F) Value of Imports Nil NilG) Earning in foreign currency as per Certificate submitted by Management 10,692 15,538H) Expenditure in foreign currency:

a Capital Expenditure 3,173 4,647b. License Fee 50 -c. Marketing Expenses 200 250d. Decorative Material nil 2,563

Total 3,423 7,459I) Contingent Liabilities & Commitments:

a Estimated amount of contracts (Net of advances) remaining to be 1,02,464 42,820executed on capital account not provided for

b Counter Bank Guarantee furnished for supply of Natural Gas from 1,122 1,660VMSS and also for availing benefit under EPCG Scheme.

c Claims against the Company, not acknowledged as debt. Nil Nil NO

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J) Retirement Benefit(a) The Gratuity liability & liability in respect of Leave Encashment is determined based on the actuarial Valuation done by Actuary

as at Balance Sheet date in context of the Revised AS – 15 issued by the ICAI, New Delhi, as follows :-

PARTICULARS GRATUITY FUND LEAVE ENCASHMENT31.03.15 31.03.14 31.03.15 31.03.14

Expenditure recognized in the statement of Profit &Loss Account for the year ended March 31, 2015

Current Service Cost 455 379 312 213

Interest Cost 216 199 107 90

Employer Contribution - - - -

Expected Return on Plan Assets (3) (8) - -

Net Actuarial (Gains) / Loss (274) (356) (628) (28)

Interest On Fund

Settlement Cost

Total Expenses 394 213 (208) 274

Change in Obligation during the Year endedMarch 31, 2015

Present value of Defined Benefit Obligation atbeginning of the year 2,703 2,482 1,335 1,121

Current Service Cost 455 379 313 213

Interest Cost 216 199 107 90

Settlement Cost -

Past Service Cost -

Employer Contribution -

Actuarial (Gain) / Loss (274) (356) (628) (28)

Benefit Payment (44) (39) (60)

Present Value of Defined Benefit Obligation at theend of the year. 3,056 2,703 1,088 1,335

Change in Assets during the Year endedMarch 31, 2015

Plan assets at the beginning of the year 33 239 - -

Assets acquired in amalgamation in previous year - -

Expected Return on Plan Assets 3 8 - -

Contribution by Employer - -

Settlements - -

Actual benefit paid - (215) - -

Actuarial (Gain) / Loss - -

Plan assets at the end of the year 36 33 - -

Actuarial Assumption

Discounting Rate 8% 8% 8% 8%

Expected rate of return on plan assets

Rate of escalation in Salary (p.a.) 5% 5% 5% 5%

The rate of escalation in salary (p.a.) considered in actuarial valuation is worked out after taking into account inflation, seniority,promotion and other relevant factors such as supply and demand in the employment market. Mortality rate are obtained from therelevant data of Life Insurance Corporation of India.

(b) Liability in respect of Provident Fund is provided on actual contribution basis.NO

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K) Related Party disclosure under Accounting Standard 18.The Company has no subsidiary or joint venture concern. The Company has identified all the related parties’ transactions during theyear, as per details given below:During the year, there were no amounts written off or written back from such parties.Key Management Party Related Parties

1. Piyush D. ShahNilesh D ShahNilesh D Shah HUFChanda P ShahYamini N JalanPiyush D. Shah HUFShantaben D ShahMunish D. Shah HUFSatvik P. AgrawalPrachi S. AgrawalShagun Kunal MehraSunita M AgarwalMunish D ShahMunira N AgrawalHardik AgrawalJamunadevi Educational TrustGlobal Gourmet Pvt Ltd.

SUMMARY Key Related Total Key Related TotalManagement Parties Management Parties

2014-15 2013-141 Remuneration 2,759 - 2,759 2,456 - 2,4562 Sitting Fees - 105 105 - 113 1133 Lease Rent paid - 1,301 1,301 - 1,301 1,3014 Rent Paid 735 1,029 1,764 500 1,064 1,5645 Salary - 1,543 1,543 - 1,397 1,3976 Unsecured Loan Payable 49,280 10,788 60,068 62,246 33,279 95,5257 Educational Division Income - 4,176 4,176 - 5,233 5,2338 Deposit from Inter Corporate/Others - - - - 7,000 7,0009 Room Sales - 206 206 - - -

L) Pursuant to the enactment of Companies Act 2013, the company has applied the estimated useful lives as specified in Schedule II, asdisclosed in Accounting Policy on Depreciation and Amortisation. Accordingly the un amortised carrying value is being depreciated /amortised over the revised / remaining useful lives. The written down value of Fixed Assets whose lives have expired as at 1st April2014 have been adjusted, net of tax, in the opening balance of Surplus in Profit and Loss Account, amounting to Rs.1,38,37,117/-.Change in use full life of the Fixed Assets has increased the amount of depreciation charge for the year under review by Rs.85,36,611/- on Fixed assets installed up to 31.03.2014,as compared to the provision of erstwhile Schedule XIV of the Companies act,1956

M) During the year under review, there is a change in method of charging to the revenue, the cost of various operating inventories from“ Purchase Cost Basis” to “Actual Consumption Basis”. Due to this change, there is a Net Decrease in expense of OperatingInventories by Rs. 347,694/- in the Statement of Profit & Loss of the year under review.

N) The Company has defended a Civil Suit filed by M/s. Phonographic Performance Ltd. (PPL) in the Court of Law.PPL claims to have CopyRights of public performance of sound recordings of about 250 Music Companies in India. All those who use these sound recordingin public place or commercial establishment, in any form or technology, they must obtain prior license from PPL at certain amount offees. The company has not obtained such license from them, hence, PPL has filed a Civil Suit. The company claims that it is not requiredto avail license from PPL on certain legal grounds. Board is of opinion that Company has valid defense in this case and has a fairchance to succeed in the said Civil Suit. In any case , the said license fee if required to be paid will be not more than INR 1,00,000/-.

O) In the opinion of the Board, the assets other than Fixed Assets have value on realization in the Ordinary course of Business at least equalto the amount at which they are stated in Balance Sheet. The adequate provision of all known liabilities have been made in the accounts.

P) Previous year figure have been reclassified, regrouped, wherever necessary and recast to make comparable with those of year under review.

As per our report of even date On behalf of Board of DirectorsFor Jindal Hotels Limited

For V Shah & Associates A.C.Patel P.D.ShahChartered Accountants Chairman Managing DirectorV. R.Shah Karuna Advani Palak GandhiProprietor Company Secretary Chief Financial Officer

Place : Baroda Place : BarodaDate : 26.05.2015 Date : 26.05.2015

(Rs. in '000)

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RMJINDAL HOTELS LIMITED, BARODA

CIN:L18119GJ1984PLC006922Regd. Office : Hotel Surya Palace, Sayajigunj, Baroda 390 020.

Tel: (0265)2363366/2226000/2226226 Website: www.suryapalace.com Email: [email protected][Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rule, 2014]

PROXY FORM [MGT 11]30th Annual General Meeting of JINDAL HOTELS LIMITED: Tuesday, 22nd September, 2015

Name of Share Holder(s)Registered Address

Email ID.Contact No.No. of Shares heldFolio No*DP ID / Client ID

I / We, being a Member/Members of JINDAL HOTELS LIMITED, hereby appoint

(1) Name AddressE-mail ID: Signature or failing him/her

(2) Name AddressE-mail ID: Signature or failing him/her

(3) Name AddressE-mail ID: Signature

and whose signature(s) are appended below as my/our Proxy to attend and vote (on poll) for me/us and on my/our behalf, at theThirtieth Annual General Meeting of the Company, to be held on 22nd day of September 2015 at 3.30 pm at Hotel Surya Palace,Sayajiganj, Baroda 390 020 and at any adjournment thereof in respect of the resolutions as are indicated below.

Signed this day of 2015 AffixRevenue

StampRe. 1/-

Signature of member(s)

*Applicable for members holding shares in electronic formNOTE: This Form of Proxy in order to be effective Should be duly completed and deposited at the Registered Office of the Company Jindal Hotels Limited, Surya Palace Hotel, Sayajigunj,

Baroda – 390020, not less than 48 hours before the commencement of the meeting.

Signature of first proxy holder Signature of second proxy holder Signature of third proxy holder

JINDAL HOTELS LIMITED, BARODACIN:L18119GJ1984PLC006922

Regd. Office : Hotel Surya Palace, Sayajigunj, Baroda 390 020.Tel: (0265)2363366/2226000/2226226 Website: www.suryapalace.com Email: [email protected]

ATTENDENCE SLIPName of Share Holder(s)Registered Address

Email ID.Contact No.No. of Shares heldFolio No*DP ID / Client ID

I hereby record my presence at the 30th Annual General Meeting of the Company, to be held on Tuesday, 22nd September, 2015 at 3.30 p.m. at Hotel Surya Palace, Sayajigunj, Baroda -390020.Signature of the Member/ Proxy: ___________________Notes: (1) Members/ proxy holders are requested to bring the attendance slip with them when they come to the meeting and hand it over at the gate after affixing their signature on it.

(2) Members are requested to advice, indicating their Folio Nos. DP ID*, the change in their address, if any, to the Registrar and Share Transfer Agents.• Applicable for investors holding shares in Electronic (Demat) Form.

ResolutionNo.

Resolutions

Ordinary Business1 Adoption of Financial Statements, Boards’ Report etc.2 Declaration of Dividend3 Re Appointment of Director, retir ing by rotation4 Ratification of Appointment of Auditors and to fix their Remuneration

Special Business5 Amendment of Articles of Association of the Company





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