The Members,
 
 BHAGWATI BANQUETS AND HOTELS LIMITED
 
 The Directors are pleased to present the Twelfth Annual Report
 together with the Audited Accounts of the Company along with report of
 Auditor''s thereon in for the year ended 31st March, 2011:
 
 Financial Results                               (Amount Rs. in Lacs)
 
 Particulars                                Year ended     Year ended
 
                                            31.03.2011     31.03.2010
 
 Total Income                                 12385.67        8862.94
 
 Profit from Operations                        2613.97        2032.77
 
 Less: Financial Charges                        676.14         231.26
 
 Less: Depreciation and Amortization            453.82         200.01
 
 Profit before tax                             1484.00        1601.50
 
 Less: Provision for taxation                   280.00         566.00
 
 Less: Deferred tax Liability                   290.06          43.16
 
 Less: Income Tax for earlier years               0.00          16.29
 
 Add: Excess Provision written back              43.70           0.00
 
 Profit after tax                               957.64         976.04
 
 Profit brought forward from previous year     2847.00        2212.46
 
 Profit Available for appropriation            3804.64        3188.50
 
 Less : Proposed Dividend on Equity Shares 
 ( Rs. 1 per share ( 10%)                       292.86         292.86
 
 Less : Dividend Distribution Tax                47.52          48.64
 
 Profit Carried forward to the Balance Sheet   3464.26        2847.00
 
 *Previous year figures have been regrouped and re-arranged wherever
 considered necessary.
 
 PERFORMANCE AND REVIEW OF OPERATIONS
 
 During the year under review, total income increased to Rs. 12385.67
 Lacs from Rs. 8862.94 Lacs in the previous year, registering a growth
 rate of 39.75 % the profit before taxes amounts to Rs. 1484.00 Lacs as
 against Rs. 1601.50 Lacs in the previous year.
 
 Net Profit after tax stood at Rs. 957.64 Lacs during the year compared
 to previous fiscal''s Rs. 976.04 Lacs.
 
 DIVIDEND
 
 The Board of Directors of your Company has recommended a dividend of
 Rs. 1 /- per share (10%) for the year ended on 31st March, 2011 which
 is subject to approval of the shareholders of the Company at ensuing
 Annual General Meeting. The dividend, if declared and paid, will absorb
 a sum of Rs. 3,40,38,118 /- including distribution tax thereon.
 
 CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
 
 Necessary measures have been taken to comply with the requirements of
 the Listing Agreements with the Stock Exchanges where the Company''s
 Shares are listed. The report on Corporate Governance is included as a
 part of Directors Report. A report on Corporate Governance as stated
 above, along with a certificate of compliance from the Auditors, forms
 part of this Annual Report. Management Discussion and Analysis Report
 has been enclosed herewith as per Annexure A and forming part of the
 Directors'' Report.
 
 FUTURE OUTLOOK
 
 The project, for which public issue was made, in spite of various
 external adverse situations, has commenced its operations in full
 swing. Various initiatives were taken by management to counter the
 adverse situations and ensure smooth commencement and functioning of
 this project.
 
 This landmark project of your Company has fully commenced at Surat,
 being the first and only 5-star hotel in India to go completely
 vegetarian. The details of the said property mentioned as below:
 
 It''s the biggest 5- star hotel of Gujarat. The Surat project is a
 massive structure with 6,00,000 sq. ft. built up area with
 state-of-the-art Banquet Halls of various sizes for conventions and
 banquets with capacity of 200 to 5000 people and an ultra-modern club.
 The Surat property consists of two divisions, main Hotel building
 having 170 luxurious rooms and other division having a discotheque, an
 Elite class club, banquet hall & convention centre having space of
 55,000 sq. ft. & lush green lawns of 51,100 sq ft.
 
 DIRECTORS
 
 In terms of the provisions of Section 255 and 256 of the Companies Act,
 1956 and Articles of Association of the Company, Mr.  Mangharam Sumani
 and Mr. Rajratan Singhvi, directors of the Company retire at the
 ensuing Annual General Meeting and being eligible, offer themselves for
 reappointment.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 In accordance with the provisions of Section 217 (2AA) of the Companies
 Act, 1956, Board of Directors of the company hereby state & confirm
 that:
 
 a) in the preparation of Annual Accounts for the financial year 2010-11
 the applicable Accounting Standards had been followed and there are no
 material departures;
 
 b) that they have selected such Accounting policies and applied them
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give true & fair view of the state of affairs of the
 company at the end of the financial year (31st March, 2011) and of the
 profit/ loss of the Company for that period .
 
 c) that they have taken proper & sufficient care for the maintenance of
 adequate accounting records in accordance with the provisions of
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing & detecting frauds and irregularities.
 
 d) that they have prepared the Annual Accounts for 2010-11 on a going
 concern basis.
 
 PARTICULARS OF EMPLOYEES
 
 The information pursuant to the provisions of Section 217 (2A) of the
 Companies Act, 1956 read with the Companies (Particulars of Employees)
 Rules, 2011 along with Companies (Particulars of Employees) Amendment
 Rules, 2011 is as under:
 
 Sr. Name, 
     Qualification 
     and           Designation & Remuneration 
                                 In          Date of Experi
                                                     -ence  Particu
                                                            lars of % of
                                                                    share
 No. Age (in 
     years)        Nature of   
                   Duty           Rs. (P.A.) Commenc
                                              -ement  (in
                                                     Years) Last    holdi
                                                                      -ng
                                               of
                                             employ
                                              -ment         Employ
                                                             -ment
 
 1.  Narendra 
     Somani,       Chairman &     60,00,000 1-10-2005   24    N.A. 26.38%
     F.Y. B.com 
     (45)          Managing
                   Director
 
 CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Pursuant to section 217(1) (e) of the Companies Act, 1956 read with
 rules made there under, the company is not required to give the
 particulars of energy, since the hotel industry is not covered under
 the list of industries required to provide such information. However
 the details regarding it are mentioned in Annexure A given at the end
 of the report.
 
 FIXED DEPOSITS
 
 The Company has not accepted any fixed deposits from Public and as
 such, no amount of principal or interest was outstanding as of the
 balance sheet date.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 In compliance with the applicable Clauses of the Listing Agreements
 with the Stock Exchanges, the Company has prepared Consolidated
 Financial Statements as per the Accounting Standard on Consolidated
 Financial Statements (AS 21) issued by the Institute of Chartered
 Accountants of India. The Audited Consolidated Financial Statements
 along with the Auditors'' Report have been annexed to this Annual
 Report.
 
 AUDITORS
 
 M/s O. P. Bhandari & Co, Chartered Accountants, Ahmedabad, retire at
 the ensuing Annual General Meting and are eligible for reappointment.
 The Company has received a certificate from them that their appointment
 if approved by the shareholders would be within the ceiling prescribed
 under section 224(1B) of the Companies Act, 1956. The members are
 requested to appoint auditors to hold office until the conclusion of
 the next Annual General Meeting of the Company.
 
 AUDITORS'' REPORT
 
 The Auditors'' report for the year ended 31st March, 2011 and the notes
 forming part of the accounts referred to in the Auditors'' Report are
 self-explanatory and it does not contain any reservation, qualification
 or adverse remark.
 
 INSURANCE
 
 All insurable interests of the Company, including buildings, furniture
 and fixtures and other insurable interest are adequately insured by the
 Company.
 
 LISTING
 
 The Equity Shares of the Company are presently listed at the Bombay
 Stock Exchange (BSE) and National Stock Exchange of India Limited
 (NSE). The Company has duly paid the Annual listing fees as required by
 the Listing agreement up to 31st March, 2012 to BSE and NSE. Adequate
 care is being taken to comply with all the norms and guidelines as per
 applicable provisions of the Listing Agreement with the Company.
 
 ACKNOWLEDGMENTS
 
 Directors of your company are thankful to State Bank of India as well
 as other Banks and Financial institutions for meeting long term and
 working capital requirements of Company''s extended operations.
 
 The directors are also thankful to the Central and State Governments
 and other Government agencies & authorities for their continuous
 co-operation and assistance.
 
 Directors would like to place on record their deep sense of
 appreciation and thanks to Shareholders for their valuable trust in the
 company''s performance and for their support and encouragement, enabling
 the company to venture in to various upcoming projects and spread its
 wings globally, the customers for their confidence in the hospitality
 services of the company, the business associates and suppliers for
 their valuable assistance and support and complete co-operation, and
 the employees for their outstanding performance.
 
                                        For and on behalf of the Board
 
 Place : Ahmedabad                                     Narendra Somani
 
 Date : 13.08.2011                        Chairman & Managing Director