Dear Members,
 
 The Directors are pleased to present the 24th Annual Report and the
 audited accounts for the financial year ended March 31, 2011.
 
 1.  Financial Results:
 
 Your Company''s financial performance for the year ended March 31, 2011
 is set out below:
 
                                                       (Rs. in Lakhs)
 
 Item                                        Year ended   Year ended
                                               March 31,    March 31, 
                                                   2010         2010
 
 
 Total Income                                   3502.43      3239.69
 
 Profit before interest, depreciation, 
 tax and   exceptional items                     470.59       371.40
 
 Interest                                        126.09       123.60
 
 Depreciation                                    247.97       248.98
 
 Profit/(Loss) before tax and exceptional 
 items                                            96.53        (1.18)
 
 Exceptional items                                78.00       147.04
 
 Profit before tax                               174.53       145.86
 
 Less: Provision for:
 
 Current tax                                          -        37.00
 
 Deferred tax                                     34.37        31.96
 
 Profit for the year after tax                   140.16        76.90
 
 Add: Profit brought forward                     384.92       361.92
 
 Excess Tax provision for earlier year            44.88            -
 
 Profit available for appropriation              569.96       438.82
 
 Less:Dividend                                    92.44        46.22
 
 Less: Dividend Tax                               15.35         7.68
 
 Balance Profit carried to Balance Sheet         462.17       384.92
 
 Basic and Diluted Earnings per Equity 
 Share of Rs.2/- each (in Rs.)                     0.30         0.17
 
 2.  DIVIDEND:
 
 Your Directors have recommended a dividend of Rs. 0.20 (10%) per equity
 share of Rs. 2 each [previous year Rs. 0.10 (5%) per share] for the
 financial year 2010-2011, which if approved at the forthcoming Annual
 General Meeting, will be paid to the shareholders. The payment of
 dividend would involve an outgo of Rs.  92 lakhs for dividend and a tax
 thereon of Rs. 15 lakhs.
 
 3.  DIRECTORS:
 
 As per the provisions of Section 255 and Section 256 of the Companies
 Act, 1956, Mr. Anil Harish and Mrs.Menaka Advani, Directors of the
 Company, retire by rotation and being eligible, have offered themselves
 for reappointment. A brief resume of the Directors seeking
 reappointment in the forthcoming Annual General Meeting along with
 their nature of experience is annexed to the Notice forming part of the
 Annual Report.
 
 4.  UPGRADATION PLAN:
 
 Over the years, your Company has had special attraction for the
 European holiday makers, who found our architecturally well-designed
 hotel with Goa''s best beach attached, as a USP. A major part of revenue
 accrued from the foreign market. As a result of the decline in the
 economies of the Western European countries, your Company''s foreign
 business suffered a loss in revenues, especially after the 26 November
 2008 Mumbai terrorist attacks. Your Company has had to adapt its
 product to be more attractive for the domestic client, who spends more
 time in the guest room itself. Three years ago, we redesigned our North
 Wing of 60 rooms for the upmarket domestic travelers by incorporating
 large bathrooms and rich interiors.  Thereafter, we totally redesigned
 three Villas to make two large Presidential Villas suitable for the
 highest level dignitary. During this financial year, we undertook and
 completed improving the decor of 20 guestrooms in the South Wing.
 Starting this month, we have commenced renovation of the balance 42
 rooms in the South Wing. Although these rooms will not be as
 elaborately furnished as the North Wing rooms, all these rooms will
 have flat screen TV''s and new furniture with a better design and layout
 for the domestic clients.  We will now be able to attract more weddings
 and upmarket conferences at higher room rates to bolster revenues in
 future.
 
 5.  FUTURE OUTLOOK:
 
 The Current year has had a good start with sales of the hotel for April
 going up to Rs.302 lakhs as compared to Rs.249 lakhs for the
 corresponding period in the last year. The Gross Operating Profit is
 also considerably higher at Rs.96 lakhs as compared to Rs.42 lakhs.
 
 The domestic market looks more promising and efforts will be made to
 attract higher paying clients, especially those wanting a romantic
 venue for weddings. The newly renovated rooms, which will have higher
 room rates, will be fully operational by October 2011. Talks have been
 started with some international hotel chains for tie-ups to position
 our hotel differently.
 
 Our Company is also considering to build on the unutilized portion of
 our 24 acre property to generate further revenues.
 
 6.  SUBSIDIARY COMPANIES:
 
 As informed in the last Annual Report, Advani Pleasure Cruise Company
 Private Limited (APCCPL) ceased to be a subsidiary with effect from
 September 20, 2010. The offshore casino license held by our Company has
 also been transferred to APCCPL after the close of this financial year
 and the Bank Guarantee given by the Company has been cancelled. The
 Company has also applied for the closure of Advani Flight Catering
 Services Private Limited and the final approval is awaited.
 
 7.  DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 As required by Section 217 (2AA) of the Companies Act, 1956 the
 Directors hereby confirm that:
 
 (i) In the preparation of the annual accounts, the applicable
 accounting standards have been followed and that there are no material
 departures;
 
 (ii) Appropriate accounting policies have been selected and applied
 consistently and judgments and estimates made 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 of the
 Company for that period;
 
 (iii) Proper and sufficient care has been Jaken 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 fraud and other irregularities;
 
 (iv) The annual accounts have been prepared on a going concern basis.
 
 8.  CORPORATE GOVERNANCE:
 
 The Company has complied with the requirements regarding the Corporate
 Governance as required under Clause 49 of the Listing Agreement.
 
 The report on Management Discussion and Analysis, Corporate Governance
 as well as the Auditors'' Certificate on the compliance of Corporate
 Governance form part of the Annual Report.
 
 9.  AUDITORS:
 
 M/s. J. G. Verma & Company, Chartered Accountants and the Statutory
 Auditors of the Company are due to retire at the forthcoming Annual
 General Meeting. They have confirmed that they are eligible and they
 have offered themselves for reappointment. Their reappointment if made
 will be within the limits of Section 224(1 B) of the Companies Act,
 1956.
 
 10.  FIXED DEPOSITS:
 
 The Company has not accepted or invited any fixed deposits from the
 public in the year under review.
 
 11.  CODE OF BUSINESS CONDUCT:
 
 As per the Listing Agreement, the Board has a ''Code of Conduct'' in
 place whereby all Board Members and Senior Management have declared and
 complied with the said Code. A declaration to this effect signed by the
 Chairman & Managing Director has been obtained.
 
 12.  LISTING:
 
 Your Company''s equity shares are listed on the Bombay Stock Exchange,
 National Stock Exchange and Delhi Stock Exchange. Your Company has paid
 the Listing Fees for the financial year 2011-12.
 
 13.  ADDITIONAL INFORMATION:
 
 (a) Conservation of Energy:
 
 Your Company makes all efforts to reduce consumption and cost of energy
 on a regular basis. During the last renovation, thermostats made by
 Honeywell USA were installed in rooms which facilitates automatic
 cut-off of power to the room when it is not occupied.
 
 (b) Technology absorption:
 
 The relevant particulars relating to technology absorption in terms of
 Rule 2 of the Companies (Disclosure of Particulars in the Report of the
 Board of Directors) Rules, 1988 is not applicable as the hotel forms a
 part of the service industry and as such the Company does not have any
 significant manufacturing operations.
 
 (c) Foreign Exchange Earnings and Outgo:
 
 The Company''s foreign exchange earnings for the current year were
 Rs.1274 lakhs (previous year Rs.  1036 lakhs). The total outgo in
 foreign exchange for the current year were Rs.700 lakhs (previous year
 Rs. 494 lakhs).
 
 14.  PARTICULARS OF EMPLOYEES:
 
 During the year under review, the Company has not employed any person
 who was in receipt of remuneration which, in aggregate, exceeds the
 limit fixed under Section 217(2A) of the Companies Act, 1956.
 
 15.  ACKNOWLEDGEMENTS:
 
 Your Directors thank the Company''s bankers, the Wyndham Hotel Group
 International, the Shareholders, our valued clients and the suppliers
 for their continued support during the year. Your Directors also
 appreciate the contributions made by all employees to improve the
 operations of the Company.
 
                          For and on behalf of the Board of Directors
 
                                                     SUNDER G. ADVANI
                                         Chairman & Managing Director
 
 Place : Mumbai 
 Date  : May 13, 2011