The Directors have pleasure in presenting twenty-eighth Annual Report
 together with the Audited Accounts of the company for the year ended 31
 st March, 2009.
 
 FINANCIAL RESULTS                                         Rs.  in lacs
                                                  2008-09       2007-08
 
 Income from operations                         34,092.20     43,168.94
 Other income                                    5,753.15      4,339.56
 Total Income                                   39,845.35     47,508.50
 Profit before Depreciation, Interest and Tax   10,114.66     16,521.13
 Less: Depreciation                              2,374.72      2,738.68
 Less: Interest                                  3,191.74       2418.66
 Profit before tax                               4,548.20     11,363.79
 Less: Provision for tax including deferred tax  1,676.81      4,314.04
 Profit after tax                                2,871.38      7,049.75
 Add: Balance brought forward from the
 previous year                                  23,716.41     18,584.23
 Less: Loss of Khajuraho Hotels Limited 
 up to year ended March 31, 2007                    -            747.95
 Add: Transfer from Reserve for 
 bad and doubt debts.                               -            310.00
 Profit available for appropriation             26,587.79     25,196.03
 
 APPROPRIATIONS
 Proposed final dividend                           759.91        751.85
 Tax on proposed dividend                          129.15        127.78
 Transfer to Debenture Redemption Reserve          162.24           -
 Transfer to general reserve                       600.00        600.00
 Surplus carried to Balance Sheet               24,936.50     23,716.41
 TOTAL                                          26,587.79     25,196.03
 
 The Financial Statements for the Financial Year ended 31st March, 2009
 have been approved by the Audit Committee.
 
 OPERATIONS
 
 The year 2008 - 2009 has been an important milestone for Bharat Hotels
 Limited. On November 19, 2008 your company adopted a new brand identity
 - The LaLiT for all its hotels, under The Lalit Suri Hospitality
 Group. Prior to this all hotels were operated under the brand of The
 Grand - Hotels, Palaces and Resorts.
 
 Additionally your company concluded its international association with
 Intercontinental Hotels Group (IHG) for the New Delhi and Srinagar
 properties, and as of November 19,2008 - Intercontinental The Grand New
 Delhi came to be known as The LaLiT New Delhi and Intercontinental The
 Grand Palace Srinagar as The LaLiT Grand Palace Srinagar.
 
 During the year your companys flagship hotel, The LaLiT New Delhi has
 completed most of its holistic product enhancement, with the unveiling
 of the new looks lobby in August 2008. Today the hotel boasts of a
 contemporary style which incorporates the latest in design trends and
 technology - be it in its 460 rooms and suites, the 24/7 Restaurant &
 Bar, Rejuve -The Spa, Swimming Pool and other areas.
 
 The Groups under development properties are also proceeding as per
 schedule - with The LaLiT Resort & Spa Bekal set to open in September,
 2009 whereas The LaLiT Jaipur and The LaLiT Chandigarh are set to be
 open by mid of 2010. The renovations of The LaLiT Great Eastern Kolkata
 are expected to be completed in the 3rd quarter of 2010 and the hotel
 should be operational by end of 2010. The construction of overseas
 hotel projects at Dubai and at Koh Samui, Thailand of your company is
 expected to commence by end of this year.
 
 SUBSIDIARIES & JOINT VENTURES
 
 The Company has six subsidiary companies. The LaLiT Laxmi Vilas Palace
 Udaipur owned by Udaipur Hotels Limited is fully operational after
 renovations. The company owns 99.99% of equity shares of the aforesaid
 subsidiary company.
 
 The company owns 90% equity shares of Apollo Zipper India Limited which
 owns the 168 years old The LaLiT Great Eastern hotel at Kolkata whereas
 the Government of West Bengal owns the balance 10% equity shares in
 this company. The renovation and construction works at The LaLiT Great
 Eastern Kolkata is progressing satisfactorily. The hotel is expected to
 open by mid 2010.
 
 Jyoti Limited is another subsidiary of the company, which has the lease
 hold rights for the hotel The LaLiT Grand Palace, Srinagar. Jyoti
 Limited has licenced the hotel property to Bharat Hotels Limited for
 operation and management.
 
 Prime Cellular Limited is another subsidiary of the company which has
 invested in joint venture company Kujjal Builders Private Limited under
 joint venture arrangement (50:50) with DLF Limited. The said company
 has been allotted land in Chandigarh for construction of a 5 Star Hotel
 to be known as The LaLiT Chandigarh, which will be managed and operated
 by Bharat Hotels Limited. The plans for construction of the said hotel
 have already been approved by the concerned authorities and the
 construction work is progressing satisfactorily. The hotel is expected
 to be operational by June 2010.
 
 Prima Buildwell Private Limited is another wholly owned subsidiary of
 Bharat Hotels Limited. This company along with Premium Holdings
 Limited, U.K. one of the group company of Bharat Hotels Limited is
 having a joint Venture arrangement (50:50) with Nakheel Group of
 companies in Dubai. Under this joint venture a 5 Star Hotel to be known
 as The LaLiT Fort Dubai is being constructed and developed. The plans
 for the said hotel are under finalization. This hotel will also be
 managed and operated by Bharat Hotels Limited.
 
 The company had entered into a Joint Venture Agreement with the
 promoters of Bharat Hotels (Thailand) Co. Ltd.  a company registered
 under the laws of Thailand which is acquiring a Resort at Koh Samui,
 Thailand. In this Joint Venture your company is holding 89.988% equity
 with an investment of approximately 539.93 million Bahts (INR 700.00
 million approx.) in the share capital. Thus the said company has become
 a subsidiary of your company.
 
 DIVIDEND
 
 The Board has recommended a dividend of Re.1/- (10%) per share. The
 dividend if approved in the forthcoming Annual General Meeting will be
 paid to the members whose names appear in the Register of members of
 the company on 26th August, 2009. As per provisions of Income Tax Act,
 1961, the tax on dividend will be borne by the company.
 
 DIRECTORS
 
 In accordance with the provisions of the Companies Act, 1956, Dr.
 Mohammed Yusuf Khan, Shri Chakor Lalchand Doshi and Shri Abhay Navalmal
 Firodia, Directors of the Company, retire by rotation at this Annual
 General Meeting and, being eligible, offer themselves for
 reappointment.
 
 Shri Venugopal Nandlal Dhoot, retiring by rotation, has expressed his
 unwillingness to be reappointed as a Director of the company. The Board
 records its appreciation for his contribution to the Company.
 
 The Board has recommended appointment of Ms. Divya Suri Singh, Ms.
 Deeksha Suri and Mr. Keshav Suri as executive Directors of the company
 with effect from 26th August, 2009. Necessary resolutions seeking
 approval of the Members of the company are being proposed at the
 ensuing Annual General Meeting.
 
 TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
 
 During the year, the company transferred a sum of Rs.1,67,398/- to
 Investor Education and Protection Fund of the Central Government being
 the amount due and payable and remaining unpaid for a period of seven
 years as provided in Section 205C of the Companies Act, 1956.
 
 AUDITORS OBSERVATIONS
 
 One of the employees of the companys hotel The LaLiT New Delhi has
 mis-appropriated funds amounting to Rs.2,70,193/- and sold rooms at low
 rates causing a loss of Rs. 15,12,400/- during the year. The company
 has taken necessary legal and criminal action against the said employee
 and has terminated the said employee. The company has further
 strengthened the internal control system in all hotels in the group so
 as to avoid such kind of events.
 
 The observations of the Auditors have been suitably explained in the
 notes on Accounts and do not call for any further comments.
 
 FIXED DEPOSITS
 
 The company has not accepted deposits within the meaning of Companys
 (Acceptance of Deposits) Rules, 1975 from the public during the year.
 There are no unpaid or unclaimed deposits lying with the company.
 
 AUDITORS
 
 M/s. S.R. Batliboi & Company, Chartered Accountants, Gurgaon, retire at
 the ensuing Annual General Meeting and, being eligible, offer
 themselves for re-appointment. The company has received a certificate
 from them pursuant to Section 224(1 B) of the Companies Act, 1956
 confirming their eligibility for re-appointment.
 
 INFORMATION REGARDING CONSERVATION OF ENERGY ETC. AND EMPLOYEES
 
 Information required under Section 217(1 )(C) of the Companies Act,
 1956 read with the companies (Disclosure of Particulars in the report
 of Board of Directors) Rules, 1988 and information as per section
 217(2A) of the Companies
 
 Act, 1956 read with companies (Particulars of Employees) Rules, 1975 as
 amended from time to time are given in Annexure A, B and C forming
 part of the report.
 
 AUDIT COMMITTEE
 
 The Audit Committee of the Board is duly constituted according to the
 provisions of Section 292A of the Companies Act, 1956. The Committee
 comprises of three Non-executive and Independent Directors viz. Dr.
 Mohammed Yusuf Khan, Mr.Lalit Bhasin and Mr. Hanuwant Singh. Mr. Arvind
 Sachdev, Senior Vice President - Finance represent as the Head of
 Finance of the company and Mr. Vijay K. Verma, Senior Vice-President
 and Company Secretary of the company acts as Secretary of the
 Committee.
 
 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 had been followed along with proper explanation
 relating to material departures;
 
 (ii) the Directors had selected such accounting policies and applied
 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 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 the Companies Act, 1956 for safeguarding the assets of
 the company and for preventing fraud and other irregularities;
 
 (iv) the Directors had prepared the Annual Accounts on a going concern
 basis.
 
 ACKNOWLEDGEMENT
 
 The Directors acknowledge with gratitude the whole-hearted support and
 the co-operation extended by all associated with the operations of
 Companys all operational Hotels as well as Hotels under construction
 and renovations.  They also express their appreciation to the employees
 at all levels for their dedication and sincerity at work. The
 employee-management relations through out the year were extremely
 cordial.
 
 The Directors also express their gratitude to the members of the
 Company, valued customers and clients, Banks, Government, Municipal
 Bodies and members of public for their continued support and confidence
 reposed in the management of the company.
 
 
                                       For and on behalf of the Board
 
 Place: New Delhi                                        JYOTSNA SURI
 Dated: 27 th June, 2009            CHAIRPERSON AND MANAGING DIRECTOR