The Directors submit their Report for the financial year ended 31st
 March, 2012.
 
 FINANCIAL PERFORMANCE
 
 During the year under review, your Company earned a licence fee of Rs
 361.25 lakhs (previous year - Rs 392.30 lakhs) showing a de growth of
 7.91% over last year. This reflects the impact of the general economic
 environment. The net profit of the Company increased to Rs 304.37 lakhs
 (previous year - Rs 294.97 lakhs) registering a growth of 3.19%. The
 Company''s focus on proactive treasury operations to invest surplus
 funds in tax saving mutual funds led to enhanced yields and reduced
 income tax for the year to Rs 115.21 lakhs (previous year - Rs 134.66
 lakhs).  Earnings per share for the year stood at Rs 8.04 and Cash Flows
 from operations were Rs 204.64 lakhs.
 
 Your Directors are pleased to recommend a dividend of Rs 3.25 per equity
 share of Rs 10/- each (previous year - Rs 3/- per equity share) for the
 year ended 31st March, 2012. Your Board further recommends a transfer
 to General Reserve of Rs 30.44 lakhs (previous year - Rs 29.50 lakhs).
 
 HOTEL OPERATIONS
 
 Your Company''s hotel Welcom Hotel Vadodara, licenced to ITC Limited,
 continues to retain its market leadership in the city of Vadodara. The
 hotel recorded an income of Rs 2444 lakhs during the year as compared to
 Rs 2650 lakhs in the previous year.
 
 Your Company is pursuing the arbitration proceedings in a bid to settle
 the pending lease revision with respect to land on which your hotel is
 built. Your Company has filed its statement of claims with the
 Arbitrator and expects him to pass appropriate orders in this regard
 going forward.
 
 The foreign exchange earnings of the hotel during the year were Rs 1342
 lakhs as against Rs 1391 lakhs in the previous year.
 
 CONSERVATION OF ENERGY
 
 Considering the fact that the Company''s hotel is under an operating
 licence with ITC Limited, no comment is made on conservation of energy.
 However, the hotel continues to focus on energy conservation, safety
 and environment.
 
 EMPLOYEES
 
 Your Directors wish to record their sincere appreciation of the efforts
 made and the support rendered by the employees of the Company. Your
 Company''s total manpower strength as deployed in the Co mpany''s hotel
 is 202.
 
 None of the employees fall under the purview of the provisions of
 Section 217(2A) of the Companies Act, 1956, read with the Companies
 (Particulars of Employees) Rules, 1975.
 
 DIRECTORS
 
 Mr Arun Pathak was appointed as an Additional Director of the Company
 with effect from 12th November, 2011. As per the provisions of Section
 260 of the Companies Act, 1956, read with Article 130 of the Articles
 of Association of the Company, Mr Pathak would vacate office at the
 forthcoming Annual General Meeting (AGM) and being eligible, offers
 himself for appointment. Notice has been received from a Member of the
 Company under Section 257 of the Companies Act, 1956 for the
 appointment of Mr Pathak as Director. Appropriate resolution seeking
 your approval to his appointment is appearing in the Notice convening
 the 30th AGM of the Company.
 
 In accordance with the provisions of Article 147 of the Articles of
 Association of the Company, Mr Rohit C Mehta will retire by rotation at
 the ensuing AGM of the Company and, being eligible, offers himself for
 re-election. The Board has recommended his re- election.
 
 Mr Prafull Indulal Bhuva, who was also due to retire by rotation at the
 ensuing AGM, has intimated that he would not like to seek re-election
 as a Director at the ensuing AGM. The Board recommends that the vacancy
 so caused by the retirement of Mr Bhuva be not filled up. The Directors
 would like to place on record their sincere appreciation of the
 valuable services rendered by Mr Bhuva.
 
 COMPLIANCE CERTIFICATE UNDER COMPANIES ACT, 1956
 
 A certificate issued by Messrs H M Mehta & Associates, Company
 Secretaries, in terms of the provisions of Section 383A of the
 Companies Act, 1956, to the effect that the Company has complied with
 the applicable provisions of the said Act is attached to this Report.
 
 AUDITORS
 
 The Company''s Auditors, Messrs Talati & Talati, retire at the ensuing
 Annual General Meeting and being eligible, offer themselves for
 re-appointment.
 
 OTHER INFORMATION
 
 The certificate of the Auditors, Messrs Talati & Talati, confirming
 compliance of conditions of Corporate Governance as stipulated under
 Clause 49 of the Listing Agreement with the Stock Exchanges, is annexed
 to the Report.
 
 The Audit Committee of the Company reviewed the financial statements
 for the year under review at its meeting held on 27th April, 2012 and
 recommended them for the approval of the Board of Directors.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 As required under Section 217 (2AA) of the Companies Act, 1956, your
 Directors confirm having:
 
 (i) followed in the preparation of the Annual Accounts the applicable
 accounting standards along with proper explanations relating to
 material departures, if any;
 
 (ii) 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 your Company at
 the end of the financial year and of the profit of your Company for
 that period;
 
 (iii) 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 your Company and for
 preventing and detecting fraud and other irregularities; and
 
 (iv) prepared the Annual Accounts on going concern basis.
 
                                               On behalf of the Board
 
 Chandrasekhar
 
 Subrahmoneyan                                            Arun Pathak
 
 Director                                                 Director
 
 Place : New Delhi
 
 Date : 27th April, 2012