ARIES HOTELS PRIVATE LIMITED Reg. Office: Sayaji Hotels Limited Kala Ghoda Sayajigunj

Vadodara Gujarat CIN: U74300GJ1996PTC030171

DIRECTORS’ REPORT

To, The Members, ARIES HOTELS PRIVATE LIMITED VADODARA (GUJARAT) Your Directors have pleasure in presenting the ANNUAL REPORT of the company along with the Audited Accounts for the year ended 31st March 2014. Financial Results:

Particulars Year Ended On 31.03.14

Year Ended On 31.03.13

Profit/(loss) before depreciation 0.00 (3,001,665.00) Less: Depreciation 0.00 0.00

Profit/(loss) after depreciation 0.00 (3,001,665.00)

Income/ (Expenses) relating to earlier year 0.00 0.00 Profit / (Loss) before Tax 0.00 (3,001,665.00) Less: Provision for taxation 1,381,290.00 0.00 Profit/ (loss) after tax (1,381,290.00) (3,001,665.00)

Balance brought forward (0.00) (3,517,678.0)

Balance Transferred To Balance Sheet (1,381,290.00) (6,519,343.0)

Dividend: In view of the losses during the year, your directors do not recommend any dividend for the period under review. Deposits: The company has neither accepted nor invited any deposits in contravention of the provisions of Section 58A /58AA of the Companies Act, 1956 and the rules made there under.

Directors: During the year Mrs. Suchitra Dhanani was appointed as an Additional Director in the Company w.e.f 18th November, 2013 except this there was no change in the constitution of the Board of the Company. STATUTORY DISCLOSURES UNDER SECTION 217(1)(e) AND 217 (2A) Information pursuant to section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in Board of Directors) Rules, 1988 are stated in the Annexure ‘A’ to this report. Particulars of Employees: The particulars prescribed under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975 are not applicable in the case of any of the employees of the company. Directors’ Responsibility Statement: The statement as required under section 217(2AA) of the Companies act, 1956 is given in Annexure ‘B’ forming a part of this report.

Auditors: M/s SHAH GANDHI & SHAH, Chartered Accountants, auditors of the company, retire and being eligible offers themselves for reappointment. The Auditor’s Report is self-explanatory and thus does not require any further explanations and clarification. Acknowledgement: The Directors wish to convey their appreciation for the co-operation received from the company’s bankers and various related personalities. The Directors also wish to thank the Shareholders.

For and on behalf of the Board of Directors Sd/ Sd/ Place: Vadodara Kayum R. Dhanani Suchitra Dhanani Date: 27/05/2014 Director Director

ANNEXURE ‘A’

ANNEXURE TO DIRECTOR’S REPORT

Information under section 217 (1) (e) of the Companies Act, 1956 read with the Companies disclosure of Particulars in the report of the Board of Directors) Rules, 1988 and forming part of the Directors Report for the year ended 31.03.2014. A CONSERVATION OF ENERGY: a) Energy Conservation Measures : Not Applicable b) Additional Investments & proposals : Not Applicable being implemented for reduction in consumption of energy. c) Impact of the measures as stated in : Not Applicable (a) & (b) above for reduction of energy Consumption & consequent impact on the cost of production of goods. d) Details of Energy Consumption for : Not Applicable production. Details of items 2, 3 & 4 regarding consumption of coal, Furnace oil &

Internal / Other Generation of power are not given, since the same are not applicable.

B TECHNOLOGY ABSORPTION : Not Applicable C FOREIGN EXCHANGE EARNING AND OUT GO: There was no inflow or outflow of foreign exchange during the year under review. For and on behalf of the Board of Directors Sd/ Sd/ Place: Vadodara Kayum R. Dhanani Suchitra Dhanani Date: 27/05/2014 Director Director

ANNEXURE ‘B’

DIRECTORS RESPONSIBILITIES STATEMENT PURSUANT TO SECTION 217 (2AA)

OF THE COMPANIES AMENEDMENT ACT, 2000

TO, THE MEMBERS ARIES HOTELS PRIVATE LIMITED VADODARA

Yours Directors state that:

I. In preparation of the annual accounts, the applicable accounting standards had been followed.

II. The Directors had 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 the company at the end of the financial year and of the profit and loss 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 this Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. The Directors had prepared the Annual accounts on a going concern

basis. For and on behalf of the Board of Directors Sd/ Sd/ Place: Vadodara Kayum R. Dhanani Suchitra Dhanani Date: 27/05/2014 Director Director