DIRECTORS’ REPORT To, The Members, MALWA HOSPITALITY PRIVATE LIMITED INDORE (M.P.) Your Directors have pleasure in presenting the ANNUAL REPORT of the company along with the Audited Accounts for the year ended 31st March 2014.

State Of Company Affairs For speedy construction of 3 star business hotel in Indore the board of directors decided to issue equity shares at par on private placement basis to promoter group and their relatives to fund its working capital requirement and other long terms financial needs. After approval from the members in Extra Ordinary General Meeting the board allotted shares to the promoter group and their relatives. The capital base rose from 5494000 to 8494000.

With the above said allotment the construction and other related functions is expected to be finished at the end of June so that the 3 star business Hotel in Indore Commences its operation from the month of July. The Company has also approached State Bank of India for financing the project of 3 star business hotel. The Officials of the said bank has positively considered the details of the said project after due considering Sayaji Hotels Limited (Holding Company of Malwa hospitality Private Limited) brand in the market place and provided the verbal communication for sanctioning the project. Dividend:

As the Company has not commenced its operation till now therefore your directors do not recommend any dividend for the period under review. Deposits: The company has neither accepted nor invited any deposits in contravention of the provisions of Section 58A /58AA of the Companies Act, 1956 and the rules made there under.

Directors: During the year Mr. Raoof Razak Dhanani and Mr. Amit Kumar Sinha were appointed as the Director of the Company w.e.f. 1st October, 2013, except this there was no change in the board of directors of the Company. STATUTORY DISCLOSURES UNDER SECTION 217(1)(e) AND 217 (2A)

Information pursuant to section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in Board of Directors) Rules, 1988 are stated in the Annexure ‘A’ to this report. Particulars of Employees: The particulars prescribed under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975 are not applicable in the case of any of the employees of the company.

Directors’ Responsibility Statement:

The statement as required under section 217(2AA) of the Companies act, 1956 is given in Annexure ‘B’ forming a part of this report.

Auditors:

M/s SHAH GANDHI & SHAH, Chartered Accountants, auditors of the company, retire and being eligible offers themselves for reappointment. The Auditor’s Report is self-explanatory and thus does not require any further explanations and clarification. Acknowledgement: The Directors wish to convey their appreciation for the co-operation received from the company’s bankers and various related personalities. The Directors also wish to thank the Shareholders.

For and on behalf of the Board of Directors Sd/ Sd/ Place: Indore T.N.Unni Suchitra Dhanani Date: 28.05.2014 Director Director

ANNEXURE ‘A’

ANNEXURE TO DIRECTOR’S REPORT Information under section 217 (1) (e) of the Companies Act, 1956 read with the Companies disclosure of Particulars in the report of the Board of Directors) Rules, 1988 and forming part of the Directors Report for the year ended 31.03.2013. A CONSERVATION OF ENERGY: a) Energy Conservation Measures : Not Applicable b) Additional Investments & proposals : Not Applicable being implemented for reduction in

consumption of energy. c) Impact of the measures as stated in : Not Applicable (a) & (b) above for reduction of energy Consumption & consequent impact on the cost of production of goods. d) Details of Energy Consumption for : Not Applicable production. Details of items 2, 3 & 4 regarding consumption of coal, Furnace oil & Internal /

Other Generation of power are not given, since the same are not applicable. B TECHNOLOGY ABSORPTION : Not Applicable

C FOREIGN EXCHANGE EARNING AND OUT GO: There was no inflow or outflow of foreign exchange during the year under review. For and on behalf of the Board of Directors Sd/ Sd/ Place: Indore T.N.Unni Suchitra Dhanani Date: 28.05.2014 Director Director

ANNEXURE ‘B’

DIRECTORS RESPONSIBILITIES STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES AMENEDMENT ACT, 2000

TO,

THE MEMBERS MALWA HOSPITALITY PRIVATE LIMITED INDORE

Yours Directors state that:

I. In preparation of the annual accounts, the applicable accounting standards had been followed.

II. 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 the company for that period.

III. The Directors had taken proper and sufficient care for the maintenance of

adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. The Directors had prepared the Annual accounts on a going concern basis.

For and on behalf of the Board of Directors Sd/ Sd/ Place: Indore T.N.Unni Suchitra Dhanani Date: 28.05.2014 Director Director