CONTENTS

From the desk of Chairman

Directors Report

Corporate Governance

CEO and CFO Certification

Auditors Report

Financial Statements

Signif icant Account ing Pol ic ies & Notes on Accounts

2

6

13

14

18

25

BOARI} OF DIRECTORS :

BANKERS:

AUDITORS:

SHARE TRANSFERAGENT :

OURHOTELS:

S.N. Sharma (Chairman & Managing Director)Sandeep Sharma (Executive Director)Surendra KulhariSameer SharmaAnwar Beg MirzaVinod Gupta

The Bank of Rajasthan Ltd.ICICI Bank Ltd.HDFC Bank Ltd.

S. K. Patodia & AssociatesChartered AccountantsN8, Narayan Plaza,lst Floor,26-A, Chandivali Road, Off. Saki Vihar Road,Andheri (East), Mumbai - 400 072.

Sharepro Services (lndia) Pvt. Ltd.13 AB Samhita Warehousing Complex,2nd Floor, Sakinaka Telephone Exch. Lane,Off Andheri-Kurla Road, Sakinaka,Andheri (E). Mumbai - 400 072.

Sunflower Beach Resort GoaSunshine Beach Resort GoaGoan Holidays GoaYashraj Mahabaleshwar

:l , ,:,. l

::

REGISTERED OFFICE :

F172, Solaris. Opp. L&T Gate No. 6,Off Saki Vihar Road, Andheri (E),Mumbai- 400 072.Tel. : +97-22-6528 8394 x Fax : +91 -ZZ-ZBSTZBSS

Email : suave_hotels@,yahoo.co.inWebsite : www.suavehotels.in

ouR vlstoil,

snstairc sus.se's position os ofle of Infia's most

aafuab fe corPoration tfi.rougfi. uor7 cfass

performonce, creating grouin7 aafue for tfre Infian

economy anf tfie Compang's stafut fi.offers,

A\.ffi-4redl

To enfiance tfie ueaftfr generation capabitity of tfie

entewrises in a gfobaf enoironment [efiaering

superior artf sustoinahfe proftt grouttfr anf fong ter-m

aafue fo, our stafutfioffiers acfiieae[ tfirougfi

innoaation, pursuit of eryeffence and perfection

From the desk of the Chsirmstr....

Dear Shareholders.

The year gone by has been by far the most challenging for your company. The year underreview saw unprecedented turbulence.We have been through an economic downturn andmaj or security setback.

The Indian hotels sector was adversely affected by the global economic crisis and theterrorist attack in Mumbai on November 26,2008. The sector has witnessed a crash inaverage room rents, occupancy rates and Rev Par. The timing was critical as for all ourhotels, the Dec-Jan period is the peak season.

Hospitality companies are facing troubling times with economy's weakness beginning toweigh on the hospitality industry at large. Consumers are retrenching on most types ofdiscretionary spending, including travel. This means that hospitality companies not onlyhave to protect themselves from an economic downturn but they also must undertakemeasures to adjust to a changed business environment.

We believe that we have seen the worst of the economic crisis and the situation can onlyimprove in the time to come.

We also believe that tough times can be a good opportunity to optimize performancemanagement capabilities, improve spend eff.ectiveness, re-evaluate customer segments andreview loyalty programs. All of which can help in building up the long term sustain ability ofthe business.

The hospitality sector continues to have the greatest potential for growth .The PlanningCommission's high level group on services sector has pegged the room shortage in thecountry at 1,50,000 rooms by 2010, out of which more than 1,00,000 will be in budgetcategory. Not only the Indian hotel Majors, but even international players have lined up usecaps plans. Investment of US$ 11 bn over the next 2 years expected to be unmarked forhotel industry in India. Further, new segments like budget hotels, service apartments andmanagement contracts are witnessing increasing interest. We believe that we are in rightsegment to benefit from the growth trajectory.

We continue our endeavour build sustainable value for our stakehoiders over the corningyears. I take this opportunity to thank each one of you for the confidence reposed in us. I amconfident that with your continue support your company will be able to survive all furtherchallenges.

With best wishes

sd/-S.1\. Sharma

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Directors' Report :

Your f)irectors have thc pleasure in presenting the l9'n Annual Report along rvith the Audited

Annual Accounts for the year ended M arch 3 | ,2A09 and report that

Performance of the Company

Your Company's performance for the year 2008- 09 is as surnmaries below:

(Rs. in Lacs)

Particulars 2009-og 2007-08 2006-07

Income

Expenditure

Profit (Before lbx & Extra Orcl. Itemst

Profit after Tax

1368.07

1230.48

137.59

90.63

1839.62

1420.42

4I9 .19

27s.65

1309.13

951.81

357.32

244.72

The year under revic"'v' has been challenging for your company . The tourism Industries is highly

vultterable to the change in economy, the situation rvas further aggravated by the terrorist attack

of November 26, 2008 coming right before the peak tourist season.

Dividend:

Your Directors recommend a dividend of 27" i.e Rs. 0.20 per equity share of P,s. IAI- each forthe year ended March 37,2A09. The dividend distribution would result in a cash outflow ofRs.26.44 lacs including tax on dividend of Rs. 3.84 lacs.

Preferential Issue of Equity Shares.

Thecompanyhasissued52,50,000 equitysharesof Rs. 101-eachatapremiumof Rs. 18/-against warrant to promoters and others .

NI anagement D iscussio n snd Analysis.

Economic Review and Outlook :

Starting out with a high growth path of an unprecedented growth three year growth rate of9%. a marginal slowing was expected. However, what was not expected was that theinternational downturn would continue for the whole of 2008-09. The year under review

witnessed a negative impact on the pace of economic activity the world over. trn the present

era, India is no longer insulated and we felt the

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tremors caused by tl-re internationaleconomic upheaval. The Indian economy grew at6.7%as compared to the 97o growth recorded in 2007 -08. The growth prospects for India appearrelatively positive due to timely stimulus provided by the Government to boost a flaggingeconomy and a stable financial system which is prudently regulated. Overall. the Indianeconomy is expected to grow at a reasonable pace in the current gear

Outlook:

The fallout of the economic downturn is still being felt in the hotel and tourism industry. Theguest arrival during the current fiscal also remained depressed. However, your Company isoptimistic about the revival of the economy during the second half of the current fiscal. Thestrength of your Company is that it caters to the budget traveler, who is reasonably isolatedfrom the shocks and tremors of the economy.

Key Risks and its Management

The goal of Risk management is to improve the quality and consistency of the Company's earningfrom the financing business and to minimize losses. This is achieved by identifying risk andcontrolling it at the earliest.

Internal Controls and their Adequacy

The Company has a proper and adequate system of internal corrtrols to ensure that all assetsare safeguarded and protected against loss from unauthorizeduse or disposition, and thatthe transactions are auth orized,recorded and reported correctly.

Corporate Social Responsibility

An Internal Environment Policy was finalized by Suave with a view to monitoring andminimizing its carbon footprint through resour ce efficiency and conservation.

Cautionary Statement

Statements made in this Management Discussion and Analysis contain certain forwardlooking statements based on various assumptions on the Company's present and futurebusiness strategies and the environment in which it operates. Acfual results may varysignificantly from the forward looking statements contained in this document due to varicusrisks and uncertainties. These risks and uncertainties include the effect of economic andpolitical conditions in India, new government regulations and policies that ntav impact theCompany's business as well as its ability to implement the strategy. The informationcontained herein is as of the date referred and the Company does not undertake anyobligation to update these statements.

-3-

Particulars Of Employees

The particulars of employees as prescribed by the Companies (Particulars of Employees)

Rules, 1975 are not applicable to the Company, as the Company has not employed anyemployee whose salary exceeds Rs.24,00.000/- annum or Rs. 2,00,0001-per month.

Additional Information Required UnderThe Companies Rules, 1988: (disclosure

of particulars in the report of the board of directors)

A) Conservation of Energy: Energy conservation efforts in the Company are beingpursued on a continuous basis. Close monitoring of power consumption is maintained

to minimize wastage and facilitate optimum utilization of energy. Regular maintenance

and repairs of all the equipment and machinery is carried out to ensure optimumefficiency.

B) Technology absorption: The Company being in the hospitality industry, its activity

does not involve any technology absorption or expenditure on research and

development.

C) Foreign exchange earnings and outgo: The Company did not earn and spend anyforeign exchange.

Public Deposits

During 2008-09. your Company has not accepted any deposits from the public within themeaning of Section 58A of the Companies Act, 7956.

Corporate Governance

Certificate of the auditors of your Company regarding compliance of the conditions of

Corporate Governance as stipulated in Clau se 49 of the listing agreement with stockexchanges is enclosed.

Your Company has been practicing good corporate governance over the years

The Board of Directors supports the broad principles of corporate governance.ln addition tothe basic governance issues, the Board lays emphasis on transparency, accountability andintegrity.

-4-

Auditors

M/s S.K. Patodia & Associates, Chartered Accountants, Mumbai,

Company and have given consent for their reappointment. The

appointment.

Auditor's Report

Observations made in the report are self explanatory and do

comments under Section 2I7 (3) of the Companies Act, 1956.

retire as auditors of the

Board recommends the

not call for anv further

Responsibil ity Statement

The Directors confirm:

a) That in the preparation of the annual accounts, the applicable accouniing standards

Have been followed and that no material departures have been made from ihe same;

c) That they have selected such accounting policies and applieC the m consistently

and made judgments and estimate s that are reasorrable and pruden t so as to give

a true and fair view of the state of affairs of the Company at the end of ihe financial

Year and of the Profits of the Cornpany for the period;

c) That they have taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of the Companies Act, 1956 for

safeguarding the assets of the Company and for preventing and detecting fraud and

other irregularities.

d) That they have prepared the annuai accounts on a going concern basis

In accordance with the Listing Agreement with ihe Stock Exchanges, a Report on

Corporate Governance in accordance with Clause 49 of ti"re L.isting Agreement along

with the Auditor's Certificate is attached

Appreciation

Your Directors wish to place on record their appreciation to the emirloyees at all levels for

their hard work, dedication and commitment. The enthusiasm eind unstinting efforts of the

employees have enabled the Company to achieve remarkable growth. The Board also

acknowledges the unstinted support of the customers, suppliers, investors, baukers, Central

and State Governments and other statutory authorities and others associated wiih the

Company. Fcrr a.nd on behalf of the Board of Directors

sd/-

S. N. SharmaChairrnan

-5-Mumbai, Aug 25,2049

Corporste GouernsnceSuave Hotels Limited strongly believes that corporate governance is a framework to

encourage the efficient use of resources and have accountability for the stewardship of those

resources. The aim is to align as nearly as possible the interest of all stakeholders. Suave

Hotels Limited is firmly committed to continue to excelin its journey towards best Corporate

Governance practices prevailing in the industry and adhere to the highest standards of

corporate values and ethics. Suave Hotels Limited has been consistently striving towards

enhancement of value for all its stakeholders.

Directors of Suave Hotels Limited are committed to high standards of corporate governance

through transparency, compliance with regulatort', norms, appropriate disclosure, fairness

and a mechanism for independent supervision, which are the principle underlying features

for good corporate governance. The Company has complied with the provisions of Clause49 of the Listing Agreement of the Stock Exchange, which deals with the compliance of

Corporate Governance requirements

Board of Directors

The Chairman of the Company is an Executive Director. The Board of Directors of the

Company comprises 6 Directors, of which one director is a Managing Director, one is

executive director, one is non executive director and three are Independent Non Executive

Directors. The Board of Directors meets regularly and all information that is required by

statutes and the Listing Agreement is placed before the Board and transacted

About the Directors:

1. Satyanarayan Sharma, Chairman & Managing Director: Mr. Sharma is an ElectricalEngineer having over 25 years of experience in Administration- He is the visionary founderpromoter of Suave Hotels Limited. In the days of the booming financial Market of the early1990s he built a solid brick and mortar model by promoting Kotawala Financial

Consultancy Private Limited.

2. Sandeep Sharma, Director: Mr. Sandeep Sharma is a graduate from Mumbai Universityand holds a Diploma in Hotel Management with over fiveyears of experience. Mr. SandeepSharma has toiled along with Mr. Satyanarayan Sharma to bring Suave Hotels Limited to itspresent position . He gets the credit for instilling professionalism, while keeping the

traditional values intact.

3. S.K. Kulhari, Director: Mr. Kulhari is a retired Marine Engineer having indepth knowledgein real estate management. He joined the Board of the Company in 2004 and is mainlyinvolved in opening of new properties of the company. He is Director in Hindustan

Continental Limited.

4. Anwar Beg Mirza: Mr. Mirza qualified from the Chartered Institute ofanagementAccountants in7975 and Chartered Management Institute 7977. He has been engaged in

the hotel and tourisrn industry forver three decades. He has worked in London, Dubai, Italy

inompanies in the hoteland tourism industry.-6-

5.Vinod Gupta:Vinod Gupta is a Chartered Accountant with more than 25 years ofexperience. His expertise lies in the field of finance and taxation Mr. Gupta has vastexperience in management. He is Director in Zyden Gentec Ltd.

6.Sameer Sharma :Sameer Sharma is a graduate from Mumbai University. He has beenassociates with the company since its inception. He is actively involved in the operationsof the company's hotels.

Equity Shares held by Directors

Names of The Director Cateogry No. of Equity Shares

Mr S N Sharma Chairman Managing Director 806700Mr Sandeep Sharma Erecutive Director 58700Mr Sameer Sharma Non executive Director 40000Mr S K Kulhari Independent 96689

Attendance at Board Meeting and Last A.G.M. and details of Membership ofDirectors in other Boards and Board Committees are as follows :

Details of Board Meetings held during the year 2008-2009.

During the financial Veay 2008-09, the Board met nine times and the period between anytwo meetings did not exceed four months. The ,Cate of the Board Meetings held during theyearwere : Ap r i l 03 ,2008 ; Ap r i l 30 ,2008 ; Ju l y31 ,2008 ; Augus t14 ,2008 ; Oc tobe r l4 ,2008; October 31 ,2008; January 30,2009; March 26,2AA9; March 31 ,2009, thedetai ls of which are as presented below:

Composition and Category of Board of Directors:

Name of Director Catagory Attendance atNo. of Board / Committees

(0ther than Suave Hotels Ltd.

BM(out of 9

Meetings)

LastAGM

No. of otherDirectorship

held in lndianPublic Ltd.Cornpanies

Chairperson

Member

Mr. S .N. Sharma Managing Director 9 Y'es I\il

Mr. Sandeep Sharma Executive Director 9 Yes Ni l

Mr. Sameer Sharma Non Executive Direcior 9 Yes Nil

Mr. S .K. Kulhari Independent Director 9 Yes 1

iVr. Vinod Gupta Independent Director 9 Yes 1

Mr. Anr.var Beg Mirza Independent Director 9 Yes Nil

-7-

Audit Comrmittee:

The Audit Committee of the Company comprises three Members of whom, two are Non-

Executive Independent Directors. The composition of the committee is-- Mr. S.K. Kulhari

(Chairman), Mr. Anwar Beg Mirza (Member), Mr. Sandeep Sharma (Member) .

The quorum of an audit committ ee meeting is two mernbers personally present. All the

mernbers of the committ eehave financial knowledge within the meaning of the explanation

to Clause 49 (ll) (A) oi the Listing Agreement.

The terms of reference of the Audit Committee are in accordance with those specified in

Clause 49 ofthe Listing Agreement and Section29ZA of the Companies Act, 1956.

Remuneration Commi ttee :

Remuneration committee was constituted to recomm endlreview the remuneration package

of the Managing/ Executive Director(s). As required under clause 49 of the Listing

Agreement. Constitution Mr. Anwar Beg Mirza (Chairman), Mr. S.K. Kulhari (Member) and

Mr. Sameer Sharma (Member)

Remuneration for Non-Executive Director: Non-Executive Directors have not been paid

any sitting fees for attending Board and committee meetings.

Shareholders/ Investor's Grievance Committee

The investor's grievance committee comprises Mr. Sandeep Sharma (Chairman), Mr.

Sameer Sharma and Mr. S.K. Kulhari. The terms of reference of the Committee consist of:

i. Monitoring the response to investor questions and grievances;

ii. Approving share transfers. transmissions, queries and grievancesThe shares of the Company

are traded on the Stock Exchange, Mumbai only in the dematerialized form and are

automatically transferred on delivery in the dematerialized form. As on March 31,2009

43.627" of the Company's shares were in dematerialized,form.

During the year under report the Compang received eight shareholder ccmplaints as

certified by the Share Tiansfer Agent of the Company. There were no pending share

transfers or complaints as on March 3I,20O9

Name and Designation of Compliance Officer : Mr. Sandeep Sharma, Executive Director.

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Code of Conduct :

Declaration by the Managing Director under Clause 49 of the Listing Agreement regardingadherence to the Code of Conduct.

In accordance with sub-clause I (D) of Clause 49 of the Listing Agreement with the StockExchange. I hereby confirm that, all the Directors and Senior Management Personnelof the Company have affirmed compliance with the Code of Conduct adopted by theBoard of Directors of the Company, as applicable to them, for the Financial Yearended March 31,2009 .

For Suave Hotels Limited

sd/_S.N. SharmaManaging Director

General Body Meeting :

Details of Location and time of holding the last three AGMs.

Year Location Date & TimeNo. of Special

Resolution

18'n AGM - 2009

17* AGM - 2007

16'n AGM - 2006

Mantra Dinning Bar, PowaiPlaza,Hiranandani Garden, Powai,Munrbai - 400 076.

Hotel Atithi, Near DomesticAirport, Santacruz (E),Mumbai

Little ltaly, 3 & 4, Morya Estate,Opp. Fame Adlabs, Andheri (W),

Mumbai-4OO 053

30'" September, 2OO8;11 .00 AM

29'n September, 2OO7;11.00 AM

29'n September, 2006,11.00 AM

Three

One

Two

General Disclosures

i. A summary of transactions with related parties in the ordinary course of business is

placed before the Audit Cornmittee;

ii. There were no materially significant related party transactions entered into by the

Company with its promoters, Directors or the Management, their relatives or

subsidiaries that may have potential conflict with the interest of the Company at

large.

iii. All material transactions during the Financial Year ended March 31, 2009.Eitherwith related parties or otherwere on arms length;

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iv. Disclosures as required under "Accounting Standard 18" have been incorporated in

the notes to the Accounts.

v There are no stricfures or penalties imposed on the Company by Stock Exchanges or

Securities Exchange Board of India or any statutory authority for non- compliance for

any matter related to capital markets, during the last three years,

vi. The Company has a Code of Conduct for prevention of Insider Trading in ihe sharesof the Company for Directors and other identified persons in accordance with the

Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

1992.

Means of Communication

S. No. Description Status / Rernarks

1 . Quarterly Results The quarterly results of the Companyare published in the press and advised tothe Stock Exchanges where theCompany's shares are listed

2 . Ner,vspaper wherein results arenormally published

Economic Times (English),Maharashtra Times (Marathi)

.l

J . Presentations made to institutionalinvestors or to analvsts

Normally no such presentation is made.

General Shareholder Information

Sr.No.

Subject Details

1 AGM date. time and Venue September 30, 2OO9 at 12.30 p.mSahara Star, Near Domestic Airport. Ville parle (East),Mumbai- 400 099

2 Financial Year April 1, 2008 to March 31, 2OO9

3 Date of Book Closure September 25,2009 to September 30, 2A09

4 Dividend payment date Within time permissible under law.

5 Listing on Stock Exchange(s) The Stock Exchange, Mumbai,

The Madras Stock Exchange Ltd., Chennai

6 Stock code BSE: 531373ISIN No. INE319801014

7 Transfer AgentSharepro Services (India) Pvt. Ltd.13 AB Samhita Warehousing Complex,2nd Floor, Sakinaka Telephone Exch. Lane,Off Andheri-Kurla Road, Sakinaka,Andheri (E), Mumbai - 4AO O72.

8 Website www.suavehotels.in

9 Corporate Identification No. L67 1 90MH 1 990PLC056009

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Additional Shareholder Information

Monthly Share Price & Volume on BSE

Month and Year High (Rs.) Low (Rs.) Volume(No. of Shares)

April 2008 30.0o 2s.30 t t56r7May 2008 3 1 . 4 0 26.OO 130733June 2OOB 29.95 34.00 79OTI

July 2008 28.70 2r .00 81995

August 2OO8 26.35 27.60 714042

Septemb er 2O08 24.90 17 .75 92435

October 2008 2 7 . O O 13.40 39273November 2008 18.55 72.O0 34325Decemb er 2008 2 1 . 8 5 11.00 476967

January 2009 23.25 11.25 439794

February 2OO9 13.49 17.70 37687

March 2OO9 14.00 10.01 160101Notes - High and Low are in rupees per traded share:

Volume is the total monthly volume of trade (in number) in Suave Hotels Limited's shares on the BombayStock Exchange.

Share pr ice per formance in compar ison wi th Sensex

18000.00

16500.00

15000.00

13500.00

12000.00

r0500.00

9000.00

7500.00

29

25

/,r

l 7

l 3

Hi?, i l H-Distribution of Shareholding

Oct- Nol'- Dec- Jan-08 08 08 09

March 31, 2009

Fet> Nlar-

09 09

Aug- Sep08 08

as on

Number of SharesofRo. 10 Each

Nurnber ofShareoholders

Percentage to totalNo. of Shares holders (%)

Shares Capital(in Rs.)

Percentage to totalShares Capital (%)

Less than 500 3347 80.r7 52,75,220 1.67

501 to 1000 377 9.05 32.34,330 2.86

r 1001 to 2000 190 4.57 30,08,940 2.66

2001 to 3000 69 1.65 77,42,170 7.54

3001 to 4000 29 0.69 i0,78,100 0.95

4001 to 5000 28 0.67 13,24,350 r . t 7

5001 to 10000 39 0.93 29,7735A 2.63

10001 and above 94 2 2 5 94.354.600 83.51

Total 4t73 100.0$ 112,989,000 100.00

-11-

Annexure to the Report of the Directors

Certificate from auditors regarding compliance of conditions of corporate governance.

ToThe Members of

Suave Hotels Limited

We have examined the compliance of conditions of Corporate Governance by Suave

Hotels Limited, for the vear ended March 31, 2009 as stipulated in Clause 49 of the Listing

Agreements of the said Company with the stock exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of the

Company's Management. Our examination was limited to procedures and implementation

thereof, adopted by the Company for ensuring the compliance of the conditions of

Corporate Governance. It is neither an audit nor an expression of opinion on the financial

statements of the Company.

In our opinion and to the best of our information and according to the explanations given to

US:

We certify that the Company has complied with the conditions of Corporate Governance as

stipulated in the above-mentioned Listing Agreements

We further state that such compliance is neither an assurance as to the future viability of the

Company nor the efficiency or effectiveness with which the management has conducted the

affairs of the Company.

For S.K. Patodia & AssociatesChartered Accountants

sd/-Sunil PatodiaPartnerMembership No. 045489

Mumbai, Aug 25,2009

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Ceo snd Cfo Certification

We, S. N. Sharma, Managing Director & Sandeep Sharma, Executive Director,responsible for the Finance Function certlfy that:

a. We have rer,'iewed the financial statements and cash flow statement for the year

ended March 37,2009 and to the best of our knowledge and belief:

i. These statements do not contain any materially untrue statement or omit anymaterialfact or contain statements that might be misleading;

ii. These statements together present a true and fair view of the Company's affairsand are in compliance with existing Accounting Standards, applicable laws andregulations.

b. To the best of our knowledge and belief, no transactions entered into by theCompany during the year ended March 31, 2009 are fraudulent, illegal or violativeof the Company's code of conduct.

c. We accept the responsibility for establishing and maintaining internal controls for

financial reporting and we have evaluated the effectiveness of internal controlsystems of the Company pertaining to financial reporting. Deficiencies in the designor operation of such internal controls, if any, of which we are aware have beendisclosed to the Auditors and the Audit Committee and steps have been taken torectifu these deficiencies.

d. i. There have not been any significant change in internal control over financial

reporting during the year under ref.erence;ii. There has not been any significant change in accounting policies during the year

except as laid down in Accounting Standards (AS) 15 (revised 2005) orEmployeeBenefits, requiring disclosures in the notes to the financial statements;and

iii. We are not aware of any instances during the year of significant fraud withinvcilvement therein of the management or any employee having a significantrole in the Company's internal control system over financial reporting.

sd/_S.N. Sharma

Managing Director

Mumbai, Aug 25,2009

sd/-Sandeep SharmaExecutive Director

-13-

Auditor's Report

ToThe Members ofSuave Hotels Limited

We have audited the attached Balance Sheet of Suave Hotels Limited (the Company) as at

March 31,2AA9 the Profit and Loss Account and also the Cash Flow Statement for the year

ended on that date annexed thereto, which we have signed under reference to this report.

These financial statements are the responsibility of the Company's management. Our

responsibility is to express an opinion on these financialstatements based on our audit.

We have conclucted our audit in accordance with auditing standards generally accepted in

India. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. An

audit includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit also included assessing the accounting principles used

and significant estimates made by management, as well as evaluating the overall financial

statement presentation. We believe that our audit provides a reasonable basis for our

opinion.

Further to our comments, we report that:

We have obtained all the information and explanations which to the best of our knowledge

and beli ef were necessary for the purposes of our audit.

In our opinion, proper books of account as required by law have been kept by the Company,so far as appears from our examination of those books.

The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with bythis report are in agreement with the books of account.

In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow

Statements dealt with by this report comply with the Accounting Standards referred to in

sub-section (3C) of section2ll of the CompaniesAct, 1956.

On the basis of written representations received from the Directors and taken on record bythe Board of Directors, we report that none of the directors are disqualified as onMarch3l 2009 form being appointed as a director in terms of clause (g) of sub-section (1) of

Section 27 of the CompaniesAct, 1956.

In our opinion and to the best of our information and according to the explanations given to

us, the accounts give the information required by the Companies Act, 7956, in the mannerso required and give a true and fair view in conformity with

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the accounting principles generally accepted in India:

I) In the case of the Balance Sheet, of the state of affairs of the cornpany as at

March 31,2009ii) tn the case of Profit and Loss Account of the profit for the Vear ended on that

date; andiii) In the case of the Cash Flow Statement, of the Cash Flows for the Vear ended on

that date.

As required by the Companies (Auditor's Report) Order, 2003, issued by the Central

Government of India in terms of sub-section (4A) of section 227 of the Companies Act,

7g56,we enclose in the annexure a statement on the matters specified in paragraph 4 & 5 of

the said order. We further report that

For S.K. Patodia & AssociatesChartered Accountants

sd/-Sunil PatodiaPartnerMembership No. : 045489

Mumbai, Aug 25,2009

Annexure to the Auditor's Report:-

Annexu re ref.erred to in Para 3 of our report of even date to the members of Suave Hotels

Limited

(i) (a) The Company has maintained proper records showing full particulars,

including quantitative details and situation of fixed assets.(b) Fixed Assets have been physically verif ied by the management

according to the regular programe of periodical verification in phased

manner which in our opinion is reasonabie having regard to the size of

the company and the nature of its fixed assets. The discrepancies on

such physicalverification were not material.(c) No substantial part of fixed assets has been disposed off during the year,

which has bearing on the going concern assumption.

In our opinion and according to the information and Explanations

given to us, Inventories were physically verified during the yeat by

the management at reasonable intervals.

The procedures of physical verification of inventories followed by the

management were reasonable and adequate ln relation to the size of the

company and the nature of its business

The companyhasmaintainedproper records of its inventories and no

material discrepancies wete notice on physical verification.

(a)(i i)

(b)

(c)

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(a)( i i i )

(b)

The Company has not granted any loans, secured or unsecured to

companies, firms or other parties covered in the register maintained

under Section 301 of the Act.The Company has not taken any loans, secured or unsecured form

companies, firms or other parties covered in the register maintained

under Section 301 of the Act.

In our opinion and according to the information and explanation given to us,

there are adequate internal control procedures commensurate with the size of

the Company and the nature of its business with regard to purchases, fixed

assets and sales. During the course of our audit, no major weakness has been

noticed in the internal controls.

In our opinion and according to the information and explanations given to us,

there are no contracts or arrangements ref.erred to in Section 301 of the Act that

need to be entered in the register required to be maintained under that section.

The Company has not accepted any deposits from the public within the

meaning of Sections 58A, 58AA or any other relevant provisions of the Act and

the rules framed there under.

(vii) In our opinion. the Company's present internal audit system is commensurate

with its size and the nature of its business.

(iv)

(v)

(vi)

(vi i i) Maintenance of cost recordsGovernment under clause (d)

CompaniesAct, 1956.

has not been prescribed by the Centralof sub section (1) of section 209 of the

(ix) (a) According to the records of the company, the company is regular in

depositing with appropriate authorit ies undisputed statutory dues

applicable to it.(b) According to the information and explanations given to us, no

undisputed amounts payable in respect of income tax, wealth tax, sales

tax, and any other statutory dues as at the balance sheet date for a

period of more than six months from the due date.

(x) The Company does not have any accumulated losses at the end

o f t he f i nanc ia l yea r and has no t i ncu r red cash l osses i n t he

Fipanc ia l year and in the immedia te ly preced ing f inanc ia l year .

The Cornpany has not defaulted in repayment of any dues to financial institutions

or bank or debenture holders(xi)

-16-

(xii) According to the information and explanations given to uS, the Company hasnot given any loans and advances on the basis of security by way of pledge ofshares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us,the Company is not a chit fund or a nidhi/mutualbenefit fund/ society.

(xiv) (a) In our opinion and based on the information & explanation given to usthe company is maintaining proper record of the transactions and contracts ofdealing in shares and securities and that timely entries have been made in theserecords

(b) In our opinion and based on the information & explanation given to us, theShares and securities have been held by the company in its own name.

(xv) According to the information and explanations given to us, the Company hasnot given any guarantee for loans taken by others from banks orfinancialiinstitutions.

(xvi) The Company has not received any term loan during the year.

(xvii) In our opinion and based on the information & explanation given to us, funds raisedby the Company on short-term basis have, prima facie, not been used during the yearfor long-term investment and vice versa.

(xviii) The company has issued 15,00,000 equity shares of Rs. 101- each at a premiumof Rs. 18/- against warrants to parties & companies covered in theregister maintained under section 301 of the companies act,7956.

(xix) The company has not issued any debentures during the year.

(**) The company has not raised any money by public issue during the year.

(xxi) In our opinion and based on the information & explanation given to us by themanagement, no fraud on or by the company was noticed or reported during theyear.

For S.K. Patodia & AssociatesChartered Accountants

sd/-Sunil Patodiapartner Mumbai, Aug 25,2009

Membership No. : 045489

-r7-

Particulars Sch As at 3f .03.2009 As at 31,03.2008

l. Sources of Funds

Shares Holder's FundShare Capital

Equity Share warrants

Reserve & Surplus

Deferred Tax Liability

ll.Application of Funds

Fixed AssetsGross BlockLess: DepreciationNet BlockCapital Work in Progress

Total

lnvestments

Current Assets, Loans & Advances

Cash & Bank BalancesInventoriesSundry DebtorsLoans & Advances

Current Liabilities & Provisions

Current LiabilitiesProvision

Net Current Assets

Miscellaneous Expenditure(To the extent not written off and / or adjusted)

Total

Significant Accounting Policies & Notes on Accounts

I

2

3

4

5678

9

I

10

t4

112,989,000

3,750,000

189,563,279

16.421.r50

322J-,429

137,137,56775,438,723

r21,698,8M25.147.650

146,846,494

2.222.870

33,243,0448,158,521

24,958,650rI7,432,394

r93,792,609

6.67 4,8204.299.607

10,97 4,427

172,818,182

835,883

322,723,429

60,489,000

88.643,829

13,380,913

162513142

r37.137,567L982,270

r29,155,35722.758.r50

151,9tr3,507

2,222,870

4,156,9249,258,5207,356,2499,485,131

30,256,824

9,77A,84813.069.494

22,840,342

7,4t6,482

960,883

162,513,7 42

Balance Sheet as at March 31 , 2OO9

As per our afiached report of even date attached

For S. K. Patodia & Associates

Chartered Accountant, For and on behalf of the Board

scl/_ sd/_ sd/_

Sunil patodia S. N. Sharma Sandeep Sharma

p.artner Managing Director Executive Director

Membershii: |.1o. : 045489

Mumbai, Aug 25, 2009

(Amount In Rs)

-18-

Profit & Loss Account for the year ended March 31, 2009(Amount In Rs)

Particulars SchYear Ended31.03.2009

Year Ended31.03.200g

IncomeOperational IncomeOther Income

Expenditure

Operational ExpensesAdministrative ExpensesPersonnel ExpensesDepreciation

Profit Before Taxation

Provisions for Taxation

Current TaxationDeferred TaxationFringe Benefit Tax

Profit After Taxation

Balance Brought Forward

Appropration

Tiansferred to General Reserve

Proposed DividendProfit Distribution Tax

Balance Carried to Balance Sheet

Earning per Shares Rs. 1O/-each

BasicDiluted

Significant Accounting Policies & Notes on Accounts

1 1t 21 3

t4

136,589,2r3277,987

136,907,200

87,918,66413,730,44673,942,2827.456.513

123.O47.905

13.759.295

1,573,0003,040,237

82,777

9,063,281

52.743.829

61,207,1o9

2,500,000

2,259,790394,050

56,063,279

7.491.46

783,694,753267,600

183,962,353

109,559,64612,433,49575,M3,4794.606.407

142.O42.626

4r.919.727

5,373,9688.877,258

103.069

27,565,532

34.670.8s4

62,236,396

2,500,000

6,489,365r.ro3.r92

52,143,8.29

5 .105 . 1 0

As per our attached report of even date attached

For S. K. Patodia & Associates

Chartered Accountants

sd/-

Sunil Patodia

Partner

Membership No. : 045489

Mumbai, Au925,2009

For and on behalf of the Board

sd/_S. N. Sharma

sd/_Sandeep Sharma

Managing Director Executive Director

-79-

Cash Flow Statement for the year ended March 31' 2009(Amount In Rs)

Note :

1)The above Cash Flow Statemer-rt has been prepareci under the "lndi'"ect lv1ethod" as set out in the Accounting

Siarrdards - 3 o11 Cash Flow Siatemer-rt issuecl by the Institute of Chartered Accountants of India

2) The Previous year's figures have been regrouped. rearranged wherever necessary in order to conform to this year's

presentation

3) Figures in brackets reflect cash outflow.

As per our Report of even date attached

For S. K. Patodia & ,Associates For and on behalf of the Board

Chartered Accountant. td/- sd/_sdi- S. N. Sharma Sandeep Sharma

Sunil Patodia Managing Director Executive f)irector

Partnerr

Membership iio. : 045489

Mumbai, Aug 25. 2009

ParticularsYear Ended31.03.2009

Year Ended31.03.2008

Cash Flow From Operating ActivitiesNet profit before tax & extraordinary items

Adjusted for:1. Depreciation2. Miscellaneous Expenses written off

3. Interest (Net)

Operating Profits Before Working Capital Changes

Adjusted for:1. Inventories2. Receivables3. Loarrs & Advances4. Trade Payables5. Other Current Liabilities

Cash Generated From Operations

Other IncclmeTaxes Paid

Net Cash From Operating Activities (Total A)

Cash Flow From Investing ActivitiesIncrease in Fixed AssetsIncrease in InvestmentsNet cash used in investing Activities (Total B)

Cash Flow From Financing Activities

proceeds from issue of share capitalProceeds From Share PremiumApplication Money receivedDividend PaidNet Cash Flow In Investing Activities (Total C)

Net increaseldecrease in Cash and Cash Equivalents (TotalA+B+C)

Cash and Cash Equivalents in the beginning of the year

Cash and Cash Equivalents in the end of the year

73,759,295

7,456,5I3125,000

(2r7,987)21,L22,821

t,099,999{J7,6A2,407)

(r07,947 ,263)(3,842,831)

746,803(106,422,872)

2r7 ,987(6,580,130)

(1L2,785,015)

(2,389,500)

(2,389,500)

52,500,00094,500,0003,750,000

_ (6,489,365)144,260,635

29,086,1204,156,924

33.243.044

41,9r9,727

4,606,007125,000

(267,640)46,383,134

(7,M5,921)(4,612,200)

3,746,936r,359,5723.340.598

42,772,119267.600

(5,42r,681)

37,618,038

(59,256,615)(2,222,870)

(61,479,485)

10,000,00029,000,000

(13,100.000)(6,058,680)

19,841 ,320

(4,O2O,L27)8,177,45r4.756.924

-20-

Schedules Forming Part of Accounts as at March3 l,2o09.(Amount In Rs)

Particulars As at 31.03.2009 As at 31.03.2008

Schedule "1" :- Share CapitalAuthorised

1,40,00,000 (Previous year 1,40,00,000)

Equity Shares of Rs.10 each

Issued,Subscribed &Paid-up

77,298,900(Previous year 60,48,900)Equity Share of Rs. 10 each paid up in cash

Schedul e "2" :- Reserves And Surplus

General ReserveOpening BalanceAddition during the year

Closing balance

Securities PremiumOpening BalanceAddition during the year

Closing Balance

Profit & Loss Account

Schedule "4" :- Investment(Long term, Non Tiade)

Quoted (Equity Shares)444,574 (Previous Year 4,44574)fully paid up equityshares of Upsurge Investment & Finance Limited

Note : Market Value of Quoted InvestmentRs. 28.54,165/- (P Y. 38,01 ,1071-)

140,000,000

112,989.000

!&2g1gqq

7,500,0002,500,000

189,563,279

2.222.870

2,222,970

10,000,000

29,000,00094.500.000

123,500.000

56,463,279

140.000.000

60,489,000

_60,492,gqq

5,000,0002.500.000

_99,641,929

2,222,870

__2,2nfr0

7.500.000

29.000.000

,29,000,000

52.143.829

-27-

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-22-

Particulars As at 31.03.2009 As at 31.03.2008

Schedule "S" :- Cash & Bank BalancesCash in Hand(As Physically verified & certif ied by rnanagement)

Balances with Schedule BankIn Current AccountsIn Fixed Deposits

Schedule "6" :- Inventory(Valued & Certif ied by the Management)

Food & Beverage(at cost/weighted average cost)

Stores & Operating Supplies(at cosVweighted average cost& net realisatrle value )

Crockery. Cuttlery, Linen, Uniforms & Other Utensils(at cost/weighted average cost)

Schedule "Tu :- Sundry Debtors, ( Considered good except where provided for)

Debts outstanding for a period exceedinE 6 monthsOther Debts

Schedul e "8" :- Loans Advances & Deposits

Loans & Advances

(Advances recoverable in cash or kind for value to be received)

Deposits

Schedule "9" i- Current Liabilities & ProvisionsCurrent LiabilitiesSundry CreditorsOther Current Liabilities

Provisions

Proposed DividendProvisions for TaxesDividend Taxes

Schedule "lO" :- Miscellaneous Expenses

Preliminary & Issue Expenses

Opening Balance

Less: Written off during the year

257,309

3I,259,5327.726,204

33243,O44

2,067,562

2.545,064

3.545.895

_9J955?r

24.958.650

24958,650

7r3,432.394

4.000.000

JJl,an,3%

270,838_ 6.403,992

_ s,ol +,420

2.259,7901,655,777

384.0504,299,607

960,883

125,000

835,993

262348

2,292,6627.607.954

_I,156924

4,796.070

2,393,544

2.668.966

925!,520

t.ssi.z+gJ_35924e',

5.485,131

4.000.000

9,499, 131

4,773,6695.657.r79

re6,058,6805,47 6.937r.703,792

131069,494_

1,085,883

125.000

__96089_L_

Schedules Forming Part of Accounts as at March 31, 2009.(Amount In Rs)

-23-

Schedule Forming Part of Accounts for the year ended Nlarch 37, 2009(Amount In Rs)

PARTICULARSYear Ended31.03.2009

Year Ended31.03.2008

Schedule "ll" i- Operational Expenses

Tours & Tiavel Division expenses

Food & Beverages

Power & Fuel Charges

Hotel Maintenance ExPenses

Linen Charges

Other Operational ExPenses

F:inancial Services ExPenses

Schedule "12" :- Administrative Expenses

Communication Cost

Rates & Taxes

Insurance Expenses

Printing & Stationary

Tiaveling & Conveyance ExPenses

Motor Car Expenses

Legal & Professional Charges

Auditor's Remuneration

Director Remuneration

Office & General ExPenses

Bank Charges

Advertisement & Marketing Expenses

Prelirninary Expenses Write olf

Schedule "L3" :- Fe.rsonal ExPenses

Saiary & Bonus

Recruitment and Traning ExPenses

59,A09,32914,844,533

3,048,6232,357.9621.198,0827 ,460,735

-I30,146

13.(,63.327

278.967

-242,28?

W

492,558

r,939,732

279.677

749,505

689,72r

625.546

330.557

1,213.300

1,500,000

2.2.93,940

1 i 1 ,964

34.78,946

125.f)00

74.330,9941-6,623.343

3 . 0 1 1 , 3 1 85,650.0001,398.7528,153,998

391,235

L2,433,495

1.4.756,278

687,200

15,443,478-

]oeg5e,619

430,464

2,378,624

162.889

654.892

672.987

367,924

304,999

1,100,000

1,500.000

7,762,894

89.434

3,483,402

125.000

-24-

Schedule "14" Significant Accounting Policies & Notes on Accounts

I) Significant Accounting Policies :

A) Basis of Accounting

The financial statements are prepared under the historical cost convention, on a goingconcern concept and in compliance with the Accounting Standards notified by theCompanies (Accounting Standard) Rules, 2006 and the relevant provisions of theCompanies Act 1956. The Company follows mercantile system of accounting andrecognizes Income & Expenditure on accrual basis to the extent measurable and wherethere is certainty of ultimate realization in respect of incomes. Accounting policies notspecifically referred to otherwise, are consistent and in consonance with the generallyaccepted accounting principles

B) Use of estimates

The preparation of financial statements in conformity with generally accepted accountingprinciples requires estimates and assumptions to be made that affect the reported amount ofassets and liabilities on the date of the" financial statements and reported amounts ofrevenues and expenses during the reporting period. Differences between actual results andestimated are recognized in the period in which the results are known / mate rialized.

C) Recognition of Income & Expenditure

The Company follows the accrual basis of accounting except in the following cases, wherethe same are recorded on cash basis on ascertainment of right and obligation.

i) Payment of Bonus, Leave Salary etc.ii) Insurance Claimiv) Gratuity Liability, if any

D) Fixed Assets

Fixed Assets are stated at actual cost less accumulated depreciation. Cost comprises thepurchaseprice and any attributable cost of bringing the asset to its working condition for itsintended use.

E) Impairment of Fixed Assets

At the end of each year, the Company determines whether a provision should be made forimpairment loss on fixed assets by considering the indication that an impairment loss mayhave occurred in accordance with Accounting Standard 28 on "lmpairment of Assets".Where the recoverable amount of any fixed assets is lower than its carrying amount, aprovision for impairment loss on fixed assets is made

-25-

F) Depreciation

I) Depreciation on Fixed Assets has been provided on 'Straight Line Method' as per the

rates specified in Scheduled XIV of the Companies Act, 1956.

ii) Depreciation on acquired/sold during the year is provided on pro rata basis

G) Valuation of inventories

inventories are valued by the following method:Food ancl beverages are valued at weighted average cost; Stores and operating supplies

at lower of weighted average cost and net realizable value after providing for reduction in

value after providing for reduction in value due to wear and tear

FI) Investment

Investments that are intended to be held for more than a year, from the date of acquisition,

are classified as long term investment and are carried at cost less any provision for

permanent diminution in value. Investments other than long term investments being current

investments are valued at cost or fair vaiue whichever is lower.

I) Miscellaneous Expenditure

Preliminary expenditures are amortised in the year in which incurred.

J) Foreign Currency Transactions :

a ) The transactions in foreign currencies are stated at the rate of exchange prevailing on the

date of iransactions.b) The difference on account of fluctuation in the rate of exchange prevailing on the date of

transaction and the date of,reallzation is treated as revenue.c) Differerrces on translations of Current Assets and Current Liabilities remaining unsettled

at the year-end are recognized in the Profit and Loss Account.

K) Provisions and Contingent Liabilities

The Company recognizes a provision when there is a present obligation as a result of a past

event that probatlly reqr,rires an outt-low of resources and a reliable estimate can be made of

ihe anlcunt of the obligation. A disclosure for a contingent liability is made when there is a

possibie obligation or a present obligation that may, but probably wiil not,requires an

cutflow of resources. Where there is a pcssible obligation or a present obligation that the

likelihor>d of outflcw of resources is rerncte, no provision or eii.sclosure is made.

L) Accounting for Thxation of Income

Current Taxes

Provision for current income-tax is recognized in accordance with the provisions of Indian

trncome- tax Act. 1961 and is madu annualiy based on the tax liability after taking credit for

tax allowances and exernptions.

-26

Deferred Thxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributableto timing differences that result between the profits offered for income taxes and the prcfitsas per the financial statements. Deferred tax assets and liabilities are measured using the taxrates and the tax laws that have been enacted or substantially enacted at the balance sheetdate. Deferred tax Assets are recognized only to the extent there is reasonable certainty thatthe assets can be realized in the future. Deferred Tax Assets are reviewed as at each BalanceSheet date.

Fringe Benefits

Provisions for Fringe Benefits Tax (FBT) have been recognized on ihe basis of harmoniouscontextual interpretation of the provision of the Income Tax Act, 796I .

ii) Notes on Accounts

A) Liabilities in respect of gratuity & leave encashment are accounted for on cash basiswhich is not in conformity with Accounting Standard (AS)15 (Revised 2005) notified

by the Companies (Accounting Standard ) Rules. 2006 on Employee Benefits whichrequires that Gratuity and Leave Encashment Liabilities be accounted for on accrualbasis.

In the opinion of the Board the Current Assets, Loans & Advances are realizable inthe ordinary course of business atleast equal to the amount at which they are statedin the Balance Sheet. The provision for all known liabilities is adequate and not inexcess of the amount reasonably necessary

Some of the sundry debtors, sundry creditors, loans & advances and unsecuredloans are subject to confirmation and reconciliation. Consequential adjustmentthereof, if any, will be given effect into the books of accounts in the year of suchadjustments.

Details of Auditors remuneration is as under-:

B)

c)

D)

Particrrlars

i Audit Fees

Total

2()()8-()9Arnount (Rs

12,73,3001i

12,13,3001 iI

oo7-o8ount (Rs.)

t _11,00,000/

E) Thxes on Income

a) Provision for tax amounting to Rs. 15, 73,A001- has been made in accordance w. .the provision of the Income Tax Act, Tg6L ith

b ) In terms of Accounting Standard 22 on'Accounting for Taxes on Income" as notified bthe Companies (Accounting Standard) Rules , 2006 the Company has reco gnizedyDeferred Tax liabilities Rs. 30,40,237 I - forthe year ended March 37,2009 in the Profit& Loss A/c.

-27 -

The accumulated balance in Net Deffered Tax Liability/(Assets) comprises of:-

particulars , O"i"-.d Tax Liability/(Asset)as at l" APril 08 I

I Deferred Tax Liability onI Difference behveen

Book &Tax Depreciation

:1 ,33,80,91"3

Current Year change Ij

l30,40,237 i

Deferred Tax Liability/ (Asset)as at 31" March 09

t,64,2t,r54

1,33,80,913 30,40,237 1,,64,21,,150

F) Earning Per Share (As per AS -2O)

In accordance with Accounting Standa rd 20- Earning per Share, the computation ofearning per share is set out below:-

. , 1r )

l

a)

k f i

w"ignl"a "i*"ii

number of sharesfor Diluted EPS

Net Profit after tax available for equity shareholders

Basic Earning Pe, Sha.e i," *. L

6197212

27565532

5 .10

5 . 1 0 ;iv) I Dlluted Earning Per Share (ln Rs.)I_ _ )

G) Details of Directors remuneration is as under:-

2008-09 2007-08aUVO'VZ ' Lv l r , - l JoIParticulars

i nmount (Rs.) I Amount (Rs.) i- bi'.rtoi' il;;r;il; 1b,oo,ooo i ts,oo,ooo I

] totul i 15,oo,ooo 15.oo,ooo ijL

H) Related Party Tiansactions

a) Key Management Personnel

a ' ' -

I ttl. S.N. Sharma I Director ii - ' i-_--

I Mr. Sandeep Sharma Director_ - _ i

28-

b) Name of the enterprises having same Key Management Personnel and/or their

relatives as the reporting enterprise with whom the Company has entered into

transactions during the year.

I) Hot -n-lce Entertainment Private Limitedii) Boyce Ply Private Limited

Nature of Transaction :

Al lotment of 1"5,00,000 equity shares on conversion of warrants of Rs. rc/- each at apremium of Rs. t8/- to Boyce Ply Pvt. Ltd. The Company received Rupees Four CroreTwenty Lacs For the same.

Manager ia l Remunerat ion pa id to Chai rman and Execut ive Di rec tors Rs. 15.00 Lacs.

I) The Company had issued 65,00,000 convert ib ie warrants on October L5 , 2008out of which 52,50,000 warrants were converted in equi ty shares on March 3I,2009.

Jl Segment Reporting

As per the requirements of Account ing Star idard (AS-17) on Segment Report ing andrelevant c lar i f icat ion issued bythe Inst i tute of Chartered Accountants of India ( lCAl) , theCompany has only one reportable segment.

K) The f igures of the previous year have been re-arranged, re-grouped and re-classi f iedwherever necessary.

L) Addi t iona l in format ion as requ i red under Par t lV o f Schedule V l o f the CompaniesAct, L956, is annexed herewith.

-29-

L) Balance Sheet Abstract And Company General Business Profile

AS PER OUR REPORT OF EVENT D1\TE AT]ACHED

For S. K. Patodia & Associates

chartered Accountatltt For and on behalf of the Board

ru/- Sid S/d

Sunil Patodia S. N. Sharma Sandeep SharmaPartner Managing Director Executive Director

Memb'ership No. : 045489

Mumbai, Aug 25. 2009

(Amount in 000)

r)

m)

Registration DetailsRegistration No.State CodeBalance Sheet Date

Capital Raised During The Year

Public IssueRight IssueBonus IssuePrivate Placement

Position Of Mobilisation Deployment Of Funds

Total LiabilitiesTotal Assets

Sources Of FundsPaid- up CapitalReserve & SurplusEquity Share WarrantSecured LoansUnsecured LoansCurrent Liabilities & Provision

Deferred Tax Liability

Application Of FundsNet Fixed AssetsInvestmentCurrent AssetsMiscellaneous Expenditure

Performance Of The ComPanY

Turnover (Gross Receipts)Total ExpenditureProfiV (Loss) Before Tax

Provision for Taxation (including deferred tax)

ProfiV (Loss) after TaxDividend (%)

Generic Names of Principal Products, services of the

Company ltem Code No. (lTC Code)

Prodr-rct DescriptionItem Code No. (lTC Code)Prodr,rct Description

560091 1

March 31,2009

NilNilNil

52,500.00

333,697.86333,697 .86

L72,989.00789,563.28

3750.00NilNil

709,7 4.43164,27.r5

746,846.5022,22.87

r83,792.67835.88

r.36,807.207,23,047 .9t

13,759.294,696.019,A63.28

2%

59,100,1006Hotel

39,000,1002Restaurani

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