JINDAL HOTELS LIMITED, BARODA · JINDAL HOTELS LIMITED, BARODA Annual Report 2011-12 1 Board of Directors Mr. Ambalal State Bank of India,Patel (Chairman) Mr. Piyush Shah (Managing

Hotel Surya Palace, Sayajigunj, Baroda - 390 020.JINDAL HOTELS LIMITED, BARODA

Annual Report 2011-12 1www.suryapalace.com

Board of DirectorsMr. Ambalal Patel (Chairman)Mr. Piyush Shah (Managing Director)Mr. Nilesh ShahMr. Jatil PatelMr. Mukund BakshiMs. Chanda Shah

Registered OfficeHotel Surya PalaceSayajigunj, Vadodara,Gujarat-390020

Name of the HotelSurya Palace HotelSayajigunj, Vadodara - 390020.Ph. : (0265) 2363366/2226000/2226226Fax : (0265) 2363388E-mail : [email protected]

[email protected] : www.suryapalace.com

ANNUAL GENERAL MEETINGDate : 25th September, 2012Day : Tuesday

Time : 3:30 pm

Venue : Surya Palace Hotel, Sayajigunj, Vadodara,Gujarat-390020

BankerState Bank of India,Specialised Commercial Branch,Trident Complex, Race Course,Vadodara 390 007.

AuditorsM/s. V. Shah & Associates,Chartered Accountants,12, Dhayber Colony,B/H Baroda High School,Near Polo Ground, Vadodara - 390 001.

Company SecretaryMs. Karuna V. Advani

Registrar & Share Transfer AgentsMCS LimitedNeelam Apartment, 88, Sampatrao Colony,Alkapuri, Vadodara – 390 007.Ph. No. (0265) 2314757 / 2339397Fax: - 0265-2341639Email : [email protected]

CONTENTS Page No.Notice of Annual General Meeting ........................................................................................................ 02Report of the Directors & Management Discussion & Analysis ............................................................. 04Report on Corporate Governance ......................................................................................................... 06Auditors Report ..................................................................................................................................... 12Balance Sheet ...................................................................................................................................... 14Statement of Profit & Loss .................................................................................................................... 15Cash Flow Statement ............................................................................................................................ 16Notes to the Balance Sheet .................................................................................................................. 17Attendance Slip / Proxy Form ............................................................................................................... 29Registration of E-mail ID Form ............................................................................................................. 31


Annual Report 2011-122 www.suryapalace.com

Dear Shareholders,

You are cordially invited to attend the 27th Annual General Meeting of shareholders of Jindal Hotels Limited to be held at the Registeredoffice of the Company: Hotel Surya Palace, Sayajiganj, Vadodara, Gujarat on Tuesday, 25 th September, 2012 at 3:30 p.m.

At Annual General Meeting you will be asked to transact matters relating to ordinary business and any other business as properly maycome before the Annual General Meeting.

It is important that your shares be represented and voted whether or not you plan to attend the Annual General Meeting in person. You may voteby completing and mailing a proxy form. If you do attend the meeting, you may withdraw your proxy should you wish to vote in person. Pleasesend us form on last page for registration of Email ID as a step towards a sustainble green environment supported by a responsible citizen.

NOTICE TO SHAREHOLDERSNotice is hereby given that the Twenty Seventh Annual General Meeting of the members of M/s. Jindal Hotels Limited, will be held on Tuesday,the 25th day of September, 2012 at 3:30 p.m., at Company’s Registered office: Hotel Surya Palace,Sayajigunj,Vadodara,Gujarat 390020to transact the following business :ORDINARY BUSINESS01. To receive and adopt the Audited Statement of Accounts for the year ended 31st March, 2012, together with the Report of Directors

and Auditors thereon.02. To elect Director in place of Mr. Jatil Patel who retires by rotation, being eligible, offers himself for reappointment. 03. To elect Director in place of Mr. Mukund Bakshi who retires by rotation, being eligible, offers himself for reappointment.04. To declare Dividend on Equity Share for the year ended 31st March, 2012.05. To appoint Auditors to hold office till the conclusion of the next Annual General Meeting and to authorize the Board of Directors to

fix their remuneration.Registered Office : By Order of the Board of Directors ofHotel Surya Palace, JINDAL HOTELS LIMITEDSayajigunj,Vadodara 390 020

Place : Vadodara Karuna V AdvaniDate : 17.07.2012 Company Secretary

NOTES:01. THE MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING, CAN APPOINT A PROXY TO ATTEND AND ON A POLL, TO

VOTE, INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER. The proxy should, however, be deposited at theRegistered Office of the Company not less than forty eight hours before the commencement of the meeting.

02. Share Transfer Book and the Register of Members of the Company will remain close from 18.09.2012 to 25.09.2012 (both days inclusive)for effecting transfer of shares, payment of Dividend and other allied matters.

03. Members are requested(a) To notify immediately, changes in their address, mandate/ bank details if any, to the Company.(b) Members are requested to bring their attendance slips along with copy of the Reports and Accounts to the AGM.(c) To DEMATERIALIZE their Shares Certificates through your Depository Participants (DP).(d) ECS Facility: To avoid loss of dividend warrant/s in transit and undue delay in respect of receipt of dividend warrant/s, the Company

has now provided the facility to the Members for payment of dividend through the National Electronic Clearing System (NECS).The NECS facility is available at the locations identified by our banker / Reserve Bank of India from time to time and covers mostof the cities and towns. Members holding shares in physical form and desirous of availing this facility are requested to furnish yourBank Account details as follows, for the purpose along with a photocopy of a Cheque of the same account bearing MICR Code,to the Company’s Registrars and Transfer Agents, M/s.MCS Ltd, Baroda.

FOLIO NO.NAME OF SHAREHOLDERBANK NAME & BRANCHACCOUNT NO.MICR NO.

04. In order to maintain decorum amidst the proceedings, members are requested to attend the Meeting without accompanying guests orchildren.

05. Unclaimed Dividend:Consequent upon amendment to Section 205A of the Companies Act, 1956 and introduction of Section 205C by the Companies(Amendment) Act, 2000, the amount of dividend for the subsequent years remaining unpaid or unclaimed for a period of seven yearsfrom the date of transfer to Unpaid Dividend Account of the Company shall be transferred to the Investors Education and ProtectionFund set up by the Government of India and no payments shall be made, in respect of any such claims, by the Fund. Members shallnot be able to claim any unpaid dividend from the said fund nor from the company thereafter.



Details of dividend to be transferred to Investors Education & Protection Fund (IEPF):Date of Declaration Financial Year of Declaration Due date for transfer to IEPF27th September,2005 2004-2005 26th October, 201226th September,2006 2005-2006 25th October, 201329th September,2007 2006-2007 28th October, 201423rd September,2008 2007-2008 22nd October, 201529th September,2009 2008-2009 28th October, 201628th September,2010 2009-2010 27th October, 2017

27th September,2011 2010-2011 26th October, 2018

Members, who have not yet encashed their dividend warrant for the financial year ended 31-03-2005 to 31-03-2011, are requestedto lodge their claims to the Company, without any delay.

06. Nomination Facility: In terms of Section 109A of the Companies Act, 1956, members are entitled to make change/nomination of sharesheld by them in physical form. Members desirous of making nominations are requested to send their request in Form 2B in duplicateto the registered office of the Company or the Registrars. The nomination forms will be made available to the members on request &also on the company’s website: www.suryapalace.com

07. PAN – Share holders holding shares in the physical (certificate) form are requested to as to furnish a copy of PAN CARD as SEBI hasmade mandatory in the following cases :-1. Transferee’s PAN card for transfer of shares.2. Surviving joint holder’s PAN card for deletion of name of deceased shareholders.3. Legal Heir’s PAN card for transmission of shares.4. Joint Holder’s PAN card for transposition of shares.

08. Members desiring any relevant information or clarifications on the accounts at the Annual General Meeting are requested to write tothe Company Secretary at least ten days in advance of the meeting, so as to enable the management to compile the information andprovide details at the meeting.

09. Relevancy of questions and the order of speakers at the meeting shall be decided by the Chairman.

Registered Office : By Order of the Board of Directors ofHotel Surya Palace, JINDAL HOTELS LIMITEDSayajigunj,Vadodara 390 020

Place : Vadodara Karuna V AdvaniDate : 17.07.2012 Company Secretary

The particulars of the Directors seeking re-appointment are furnished below as per the provisions of Clause 49 of Listing Agreement.Mr. Jatil Patel is M.Sc. from The M S University of Baroda. In March 2001, he retired as Deputy General Manager of Bank of Baroda.

He had served Bank of Baroda for more than 30 years, including 8 years in branches at Abu Dhabi (UAE) and Fiji Islands.He has had an exemplary career with the bank and has received numerous awards for exceeding various targets. Hepossesses wide exposure in finance and banking, an expertise that is always available to the Company.

Name of Director Mr. Jatil Gordhan PatelDate of Appointment 22/07/2003Date of birth 6th October,1946

Shareholding in Equity Shares of the Company and % of holding -List of other Companies in which Directors -List of CM/Membership of other Committee Chairman – Audit Committee

Mr. Mukund Bakshi, is a Fellow Member of the Institute of Chartered Accountants of India and a Practising Chartered Accountant .He isa partner of M/s. Mukund & Rohit, Chartered Accountants, Baroda. Mr. Bakshi has over 20 years of experience in corporatefinance, accounts, audit, taxation and legal matters. He is responsible for strategic financial matters including corporate financeand corporate strategy.

Name of Director Mr. Mukund Bakshi

Date of Appointment 20/07/2010

Date of birth 4th March, 1964

Shareholding in Equity Shares of the Company and % of holding -

List of other Companies in which Directors M/s Composite Solutions Pvt. Ltd

List of CM/Membership of other Committee Member of Remuneration Committee &Selection Committee of our Company



Report of the Directors & Management Discussion and AnalysisDear Members,Your Directors take pleasure in presenting the 27th Annual Report and Audited Statement of Accounts for the financial year ended 31st March, 2012.Financial PerformanceYour Company’s financial performance for the year ended March 31, 2012 is as below: (Rs.)

Particulars Year ended 31.03.2012 Year ended 31.03.2011Turnover 26,64,23,229 23,04,22,947Less: Expenditure 19,28,61,532 16,63,48,642Profit before Depreciation, Interest and Taxation 7,35,61,697 6,40,74,305Interest 1,41,48,774 1,25,98,232Depreciation & Amortization 1,59,44,025 1,44,35,001Profit before Taxation 4,34,68,898 3,70,41,072Provision for Income Tax / Def. Tax 1,32,50,934 1,18,49,331Net Profit after Taxation 3,02,17,964 2,51,91,741Profit Brought Forward 4,77,33,748 3,16,20,807Disposable Surplus 7,79,51,712 5,68,12,548Transfer to General Reserve 35,00,000 35,00,000Proposed Equity Dividend 48,00,000 48,00,000Tax on Dividend 7,78,800 7,78,800Balance Profit C/F 688,72,912 4,77,33,748

Review of OperationsYour Company performed well during the year, under review. The sales and other income of Financial Year 2011-12 was recorded at Rs.2664.23lacs and have increased by 15.63% as compared to previous Financial Year 2010-11 (P.Y Rs.2304.22 lacs).In the financial year 2011-12, there was a healthy RevPAR (Revenue per available Room) growth being observed. There was increase in room occupancyrate due to renovation, refurbishment and up gradation of guest rooms, supported by personalized service and provision of special amenities for guest comfort.The Company emphasizes for a sharp focus on marketing strategy as well as consistent sales effort and this has contributed well to increase roomoccupancy and ARR. Our innovative food and beverage offerings also got their due recognition and patronage with significant increase in Restaurantand Banquet business. Due to efficiency at every stage of operation, internal cost control system and prudent management measures, the bottomline has also improved considerably.Prospects & ConcernsGlobal economic recovery is losing track due to continuing weakness in the US economy and Euro Zone debt crisis. And at national level, the state of theeconomy is a matter of growing concern with slowing economy, increase in cost of inputs due to persistently high inflation, unstable political environment,hike in petroleum prices, drought situation in many regions of India, continued turbulence in the aviation sector and devaluation of Indian rupee.The United Nations World Tourism Organization (UNWTO) expects growth to continue for the tourism sector in 2012 although at a slower rate. Dueto economic and political scenario worldwide, demand for business travel may remain stable.World Travel & Tourism Council (WTTC) expects travel and tourism (T&T) demand in India to grow above 8 per cent annually till 2019, the highestgrowth, thereby making India, a second highest tourist destination after China. Several studies have highlighted that there is a gap in the demand-supply of hotel rooms in India. A greater need is being felt in the mid-market and budget hotels segment. It is estimated that the room demand inthe premium segment hotels in 10 major cities in India increased by around 5 per cent since the past one year. The room demand in rest of Indiais expected to grow by approximately 10 per cent over the next f ive years.Indirect Taxes are again a concern for this segment. The high VAT rate & increase in rate of service tax had resulted in increase in the cost of materialsand services.Last year’s Budget has shown a negative impact on Indian hotels. The imposition of service tax on Room Sale affected Indian hotels at large, whichled to a decrease in growth of hotel industry.Current Year:Demand is likely to remain steady in the current year. We expect to have increase in market share (room division) with the addition in rooms. Ourmain forte and focus has been the popularity of our Food and beverages facilities.Your Company continues in its quest for excellence by constant improvement of the guest experience through better service levels and productupgrades. A lot of credit for these enhanced satisfaction levels goes to the positive experience at the newly furnished rooms. The suites as well asrenovated rooms have been very well received and were a key differentiator that facilitated in the hotel garnering high profile business from Corporates.We are indeed proud to share that your Company has been recognized and duly awarded Certificate of Excellence for the year 2012 by its guestsby TRIP ADVISOR. in world’s most trusted travel advice portal .A strong Guest Relations Management (GRM) initiative has been activated through personalized services, collection and analysis of guest information,effective communication and proper networking system. This will ensure that we retain as well as build upon current businesses and consolidateour market positions.The optimism surrounding the Indian hospitality industry is not without challenge. The industry faces certain obstacles, which need to be overcometo realize its potential to the fullest.Your Hotels communication campaign is through leading dailies, magazines, hoardings and social networking (Facebook and Twitter) also. Themanagement has taken active steps to promote the property with some effective marketing initiatives. We are launching some new services to addto the brand portfolio. Internal skill sets are being honed and developed for better utilization and implementation of available resources. With theseefforts, we hope to maintain the profitability of your Company in the coming years.Expansion ProjectYour Company is progressing ahead in the expansion on project on adjoining land of existing hotel building. The profile of expansion project is as specified:• Ball Room : 6500 sq.ft of pillar-less banqueting with around 3500 sq.ft of pre-function area. This would be the largest banqueting and conferencing

facility available in the City.• Board Room / Business Centre: Apart from the above mentioned hall there are 4 break away halls of more than 1000 sq.ft each with a state

of art Board Room & Business Center.• Specialty Restaurant/ Terrace Restaurant/ Grill Restaurant /Deli: The food & beverage would have a complete new look with the addition of

specialty restaurant, one open terrace barbeque & grill restaurant & a Deli along with a sprawling wellness spa & swimming pool facility.The Management is taking effective steps for completion of the project at stipulated time and within the budget.DividendYour Directors are pleased to recommend a dividend @ 8% i.e. Rs. 0.80 Per Equity Share of Rs. 10/- each for the financial year ended March 31st, 2012.



DirectorsMr. N D Shah, had been positioned as Non executive Director w.e.f. 1st March, 2012. Mr. N D Shah was an Executive Director of the company since1995 till 29th February, 2012 and had played an important role in nurturing and developing the Company.Mr. J. G. Patel and Mr. M. P. Bakshi, Directors, who retires by rotation, are eligible for reappointment and have shown their willingness to be reappointedas Director.InsuranceThe Company has a broad-banded approach towards insurance. Adequate cover has been taken for all movable and immovable assets againstnumerous risks and hazards.Statutory DisclosuresNone of the Directors of your Company is disqualified as per the provisions of Section 274(1) (g) of the Companies Act, 1956. Your Directors havemade the necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.The Company has no employee during the year covered under Section 217(2A) of the Companies Act, 1956.The provision under Section 217(i) (e) of the Companies Act, 1956 are not applicable since the Company belongs to the hospitality industry.During the year under review, your Company earned foreign exchange equivalent to Rs. 2,20,68,770 (Previous year. Rs.67,80,977), whereas outflowof foreign exchange was equivalent to Rs.76,73,097 (Previous year Rs. 6,79,346) .AuditorsM/s. V. Shah & Associates, Chartered Accountants, Baroda, hold office as Auditors of the Company till the ensuing Annual General Meeting, andbeing eligible, offer themselves for reappointment. Members are requested to reappoint M/s. V. Shah & Associates, Chartered Accountants, Baroda,as Auditors of the Company for the current year, to hold office from the conclusion of ensuing Annual General Meeting until the conclusion of thenext Annual General Meeting.Corporate GovernancePursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange, Corporate Governance Report and Auditors’ Certificate regardingcompliance of conditions of Corporate Governance are made a part of the Annual Report.Internal Control Systems & their adequacyThe Company has proper and adequate system of Internal Control Procedures to ensure that all transactions are authorized, recorded and reportedcorrectly. This ensures prompt financial reporting, optimum utilization of various resources and immediate reporting of deviations. Compliance withlaws and regulations is also ensured and confirmed and is checked by the Internal Auditor of the Company.The reports of the Internal Auditor are reviewed in the meetings of the Audit Committee of the Board. The Audit Committee also reviews adequacyof internal controls, system and procedures, insurance coverage of assets from various risks and steps are taken to manage foreign currencytransactions. The Audit Committee also interacts with Internal Auditors and Statutory Auditors of the Company to ensure compliance of variousobservations made during the conduct of audits and sufficiency of various controls.Management of Human ResourcesThe strength of your Company lies in its team of competent and motivated personnel. This has made possible for your Company to make significantstrides in all areas of its functioning.The Company has also continued its endeavor to impart appropriate and relevant training to its employees at various levels with a view to equipthem to take up the challenges that are ahead and to enhance their performance in the overall interest of the Company.HRD activities help tap andutilize the potential of team members and special incentives are provided to increase productivity and reward efficiency.Our approach always amalgamates corporate goals and individual needs.The Company arranges for “speciality”, “safety/emergency handling” and “on the job” training.By the end of March 2012, the Company had 161 permanent employees.The Company is proud to possess an exceptional pool of skilled manpower, professionals and executives who are committed to deliver value andsatisfaction all the time.Listing of SecuritiesThe Shares of the Company are listed with the Bombay Stock Exchange, Mumbai. The listing fees for Financial Year 2012-13 have already been paid.Directors Responsibility StatementPursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:(I) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been

made from the same;(ii) Appropriate accounting policies have been adopted 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 Companyfor that period;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of theCompanies 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.Fixed DepositsThe Company has not invited deposit from public. However, the Company has accepted interest free deposits during the year under review fromDirectors, Shareholders and their relatives. The Company has complied with the provisions of Rule 10 of the Companies (Acceptance of Deposits)Rules, 1975 as well as the provisions of Section 58A and 58AA of The Companies Act, 1956.CORPORATE SOCIAL RESPONSIBILITYThe Company is associated with various charitable, social, religious and philanthropic activities and thereby playing a pro active role in the socioeconomic growth.AcknowledgementYour Directors wish to place on record their appreciation towards all associates including Customers, Banks, Financial Institutions, Shareholdersand the society at large who have reposed their confidence in the Company.The support of the Bankers, Central and State Government Officials, Solicitors, Advisors, and Business Associates need a special mention here.Without their unflinching support, this performance of the Company would not have been possible.The Directors also wish to place on record their appreciation to the team of executives, staff and workers, who have shown immense dedicationand efficiency in performing their duties.Your Directors look forward to a long and fruitful association with all of them.

For JINDAL HOTELS LTD

Place : Vadodara P. D. ShahDate : 17.07.2012 Managing Director



REPORT ON CORPORATE GOVERNANCEThe Company’s Philosophy on Corporate Governance:Jindal Hotels Ltd believes that Corporate Governance is a journey for constantly improving sustainable value creation and is an upwardmoving target. Proper, accurate and timely disclosure of information regarding the affairs of the company, its financial position,performance, ownership and governance is an integral part of the philosophy of Corporate Governance. The Company’s corporategovernance philosophy is based on the following principles:1. To follow the laws of land, not only in letter, but in spirit too.2. Transparent, truthful and complete disclosure of information.3. Distinguish between personal conveniences and company’s resources and properties.4. The Company firmly believes and proclaims that the shareholders are the cause of and ultimate beneficiaries of our business

and economic epicenter.Your Board of Directors is proud to assert that much before the code of Corporate Governance, in its present state, was thought ofJindal Hotels Limited was following it in strict as well as literal sense. The Company has complied with the requirements of CorporateGovernance as laid down by the Stock Exchange are detailed hereunder:Pursuant to Clause 49 of the Listing Agreement entered with Bombay Stock Exchange, the Company hereby presents a Report onCorporate Governance to its members for the Financial Year 2011-12.1. BOARD OF DIRECTORS

(a) CompositionName of Director Category No. Board Attendance Other Committee

Meeting at last AGM Director- Position(27.09.2011) ships (including JHL)

(includingHeld Attended JHL) Member Chairman

Mr. A C Patel CM,NED 5 5 Yes 11 6 2& IND

Mr. P D Shah MD 5 5 Yes 9 - -Mrs C P Shah NED 5 4 Yes 5 1 -Mr. N D Shah NED* 5 5 Yes 5 - -Mr. J G Patel NED & IND 5 5 Yes 1 1 1Mr. M P Bakshi NED & IND 5 5 Yes 2 - -

(NED – Non Executive Director, IND – Independent, CM – Chairman, MD- Managing Director, ED – Executive Director).*Upto 29th February, 2012, Mr. N D Shah acted as Executive Director and thereafter he is designated as Non Executive Directorw.e.f. 1st March, 2012.

(b) Number of Board Meetings held and the dates there of:Five Board Meetings were held during the financial year as on 26.04.2011, 26.07.2011, 27.09.2011, 08.11.2011, and 07.02.2012.

2. AUDIT COMMITTEEThe Audit Committee presently comprises of three Directors. All the members of the Committee have wide knowledge andexperience in the field of Corporate Finance and Accounts. The scope of the activities of the said Committee is as set out inClause 49 II (D) of the Listing Agreements with Stock Exchanges read with Section 292A of the Companies Act, 1956.Major terms of reference of the committee are:1. To review the Company’s Financial Reporting Process and its financial statements/results before submission to Board.2. To review the accounting and financial policies and practices.3. To review the adequacy of Internal Control Systems.4. To review the Company’s Financial and Risk Management Policies and ensure compliance with regulatory guidelines.5. To review reports furnished by the internal and statutory auditors.6. To make recommendations to the Board on any matter relating to the financial management of the Company, including

the Audit Report;7. Recommending the appointment of statutory auditors and fixing of their remuneration.(b) Composition, Names of Members and Chairman

Name of Director Category No of Meeting AttendedMr. Jatil Patel CM, NED & IND 4Ms. Chanda Shah NED 3Mr. Ambalal Patel NED & IND 4

(c) Meeting and Attendance during the periodFour Audit Committee Meetings on 26.04.2011, 26.07.2011, 08.11.11 and 07.02.12 were held during the F. Y. 2011–12.The meetings were attended by the members of the Audit Committee.Managing Director & Executive Director are also invited to attend the meetings as a Special Invitee. The Internal Auditors&Statutory Auditors are also invited to attend the meetings as and when required. The Company Secretary acts asSecretary to the Committee.



3. SHAREHOLDER GRIEVANCES COMMITTEE(a) Terms of Reference

(i) To approve transfer / transmission of shares in physical form.(ii) To approve sub-division/consolidation other than the market lot of shares.(iii) To issue duplicate share certificates(iv) To secure advice of outsider/professional with relevant expertise, if considered necessary.(v) To approve dematerialization of equity shares of the Company.(vi) To attend and to resolve grievances of the shareholders.

(b) Composition, Names of Member and ChairpersonThe Shareholders Grievances Committee comprises of 3 members namely Ms. C.P Shah, Director, Mr. P. D. Shah,Managing Director and Mr. N. D. Shah, Director. Ms. C.P. Shah is the Non Executive Director of the Company andChairperson of the Committee.

(c) Meetings and Attendance during the period24 Meetings of the Shareholders Grievances Committee were held during the financial year ended on 31st March, 2012.

Name of the Member Designation No. of Meeting AttendedMrs. C P Shah (NED) Chairperson 24Mr. P D Shah Member 24Mr. N D Shah Member 24

(d) Share Holders GrievanceMs .Karuna Advani is the Compliance Officer of the Company. The complaints received during year –04, Disposed ofduring the year -04, unresolved at the end of the year – NIL from the shareholders / SEBI.The company has furnished necessary documents and information to SEBI, BSE and shareholders, where evernecessary. There is no pending complaint for share transfer / transmission etc.A Link: ‘Shareholders Arena’ is provided at the official website of the company www.suryapalace.com whichfacilities the direct email to the compliance officer and hereby shareholders can lodge their complaints.

(e) SCORES- SEBI Complaints Redress System.SEBI has initiated processing of investor complaints in a centralized web- based complaint redress system “SCORES”. Underthe paid system the complaints received from SEBI will be processed in-house. The salient features of the system are:-• Centralised database of all complaints.• Online movement of complaints to the concerned listed companies.• Online upload of Action Taken Reports (ATRs) by the concerned companies, and• Online Viewing by investors of actions taken on the complaint and its current status.The Company had responded to two complaints through SCORES during the financial year 2011-12.

4. A. Remuneration CommitteeThe remuneration of the Directors is decided by the Board of Directors, keeping in view the provisions of the Articles ofAssociation of the Company and the Companies Act, 1956 subject to such approvals from shareholders as and whennecessary. The Company pays sitting fee @ Rs.7,500 per meeting to the Directors. No sitting fee however is being paidto Managing Director & Executive Director.Mr. A C Patel is the Chairman of Committee. The broad terms of reference of the Remuneration Committee are torecommend to the Board salary (including annual increments), perquisites and commission to be paid to the Company’sManaging / Whole-time directors (MD / WTDs).

The composition of the Remuneration Committee given below:Names of Members Category No. of Meetings attended

during the year 2011-12Shri A C Patel Independent, Non ExecutiveShri J G Patel doShri M P Bakshi do

The Company has complied with the non-mandatory requirement of Clause 49 regarding the Remuneration Committee.The Company has paid remuneration to Directors during F.Y. 2011-12 as resolved in the Annual General Meeting held on28.09.2010. The details of remuneration paid to directors is as follow: (in `)

Name Remuneration PF Contribution Perks Sitting Fees TotalShri P D Shah (MD) 19,20,000 1,90,800 1,31,147 - 22,41,947Shri N D Shah (ED) 11,70,000 1,40,400 - - 13,10,400

Total 35,52,347Non Executive DirectorShri J G Patel - - - 67,500 67,500Shri A C Patel - - - 62,500 62,500Smt. C P Shah - - - 52,500 52,500Shri M.P.Bakshi - - - 40,000 40,000

During the year 2011-12, no business warranted the holding of themeeting of the Remuneration Committee.



4B. Selection CommitteeThe Company had constituted Selection Committee in the year 2011-2012 as per the requirement under Section 314(1)(B) of TheCompanies Act,1956. The broad terms of reference of the Selection Committee is to recommend remuneration to the relative ofDirectors including annual increments, perquisites and commission.Mr. Jatil Patel is the Chairman of Committee. The composition of the Selection Committee given below:Names of Members Category No. of Meetings attended during in the year 2011-12Mr. Jatil Patel Independent, Non Executive Director

Mr. Mukund Bakshi Independent, Non Executive Director

Mr. Pradeep Goradia Tax Consultant

Mr. Pradeep Chavan Consultant to Hotel Industry

5. Code of ConductThe Board of Directors of your Company has laid down its code of conduct and ethics for all Board members and seniormanagement personnel of the Company and the same has been posted on the website of the Company. All Board membersand senior management personnel have affirmed compliance with the code.

5A. GENERAL BODY MEETINGS(I) Date, Time and Location where the last three AGMs were held

Date Time Location Number of Special Resolution passed29.09.2009 12:00 noon Surya Palace Hotel, Sayajiganj, Vadodara No Special Resolution passed.28.09.2010 3:00 p.m. Auditorium, ICAI Bhavan, Kalali – 3 special resolutions passed.

Tandalja Road, Atladara, Baroda- 390 012,27.09.2011 3:30 p.m Surya Palace Hotel, Sayajiganj, Vadodara 1 special resolution passed

(II) Postal Ballot :(1) Whether Special resolutions were put through Postal Ballot last Year? No(2) Are polls proposed to be conducted through postal ballots this year? No

5B. NOTES OF DIRECTOR SEEKING RE-APPOINTMENT: Mr. Jatil Patel & Mr. Mukund Bakshi (see page no: 3)5C. OTHER DIRECTORS PROFILE

Mr. Piyush D. Shah, aged 60 years, holds a Masters degree in Commerce and is a Law Graduate from The M. S. Universityof Baroda. He has attended national & international level short courses and seminars on the following:Management, Marketing, Finance and Team Building. He is the 3 rd generation of a family of hoteliers. He isa philanthropist and is associated with NGOs health and education concerns at the state level. Due to hisprofound leadership skills, he has successfully leveraged a team of energetic and committed professionalsin the Company.

Mr. Nilesh D. Shah aged 54 years, is B.E. (Civil) from The M. S. University of Baroda. He is one of the co-promoters of theCompany. He has been rendering services as an Executive Director since 1995 till 29 th February, 2012.Thereafter he is designated as Non Executive Director w.e.f. 1st March, 2012. He is co-promoter of HotelKalyan, Sayajigunj, Baroda. He possesses to his credit more than 20 years experience in the civil constructionactivities and looks after planning, construction, engineering & maintenance of the hotel property of theCompany. He is director of various other Companies viz Om Hospitality Private Limited, Synergy StockHoldings Private Limited, Kalayan Hospitality Private Limited & Oro Hotels Private Limited.

Mr. Ambalal C. Patel, aged 68 years, is a BSc. (Chem.) and B E (Metallurgy). He has gained more than 35 years of experiencein project evaluation, project finance and technical appraisal of various undertakings, while working withGujarat Industrial & Investment Corporation Limited (GIIC). He had retired as a Deputy General Manager fromGIIC in April 2004 and joined the Board of the Company in July 2004. He is at present Director of ShriPrecoated Steels Ltd, Sal Steel Ltd, Nandan Exim Ltd, Vishal Malleable Ltd, Circuit System Ltd, SumeruIndustry Ltd, Chir Pal Industries Ltd, Karnavati Hospital Limited, Ajmera Reality & Infrastructure Ltd.,CIL NovaPetrochemcials Ltd. His guidance and advice in the area of finance and company law matters is respectedand appreciated.

Smt. Chanda P Shah aged 58 years, is a Science Graduate and has more than 26 years experience as a Hotelier. She hasbeen rendering her services as a Non Executive Director of our Company since 23 rd September, 1993. Sheis a member of Audit Committee and Chairperson of Shareholder Grievances Committee of our Company.She is on the Board of Jindal Agro Processing Pvt. Ltd, Riser Holdings Pvt. Ltd, Synergy Commodities Pvt.Ltd & Synergy Stock Holding Pvt. Ltd. She is also partner in M/s. Kalyan Confectioners & Caterers, M/s. HotelKalyan & Restaurant and M/s. Kalyan Restaurant. Her experience, guidance and advice benefits theCompany, particularly in the areas of Housekeeping, Interior Design and Landscaping. The ambience of thehotel created by her is a combination of tranquility and serenity along with grandeur and luxury.

On 17th May, 2011, meeting was held to revise the salaryof Ms. Shagun Mehra, Head of Marketing. The Companyhas paid remuneration to Ms. Shagun during F.Y. 2011-12as resolved in the AGM held on 27.09.2011.



The Company thus has a team of highly qualified and experienced professionals on its Board to look after the overall operations.Apart from these eminent personalities, a team of professionals looks after the day-to-day operations of the Company.

5 D. DIRECTORS INTERSE RELATIONSHIPName of Director RelationshipMr. P D Shah, MD Brother of Mr. N D Shah, Non Executive Director Spouse of Ms C P Shah, Non-Executive DirectorMr. J G Patel Independent DirectorMr. A C Patel Independent DirectorMr. M P Bakshi Independent Director

6. DISCLOSURESRelated Party transactions, comprising of contracts or arrangements with the promoters or other companies / entities in whichthe Directors are interested, are entered in the Register of Contracts and placed before Board Meeting as per Section 301 ofthe Companies Act, 1956.Related Party transactions have been disclosed in Notes to the Accounts, Schedule 24(II)(K) of Balance sheet as on 31.03.2012.There are no non compliance by the Company, penalties, strictures imposed on the Company by Stock Exchanges or SEBI orany statutory authority on any matter related to capital markets, during the last three years.Though there is no formal Whistle Blower Policy, the Company takes cognizance of complaints made and suggestions givenby the employees and others. Even anonymous complaints are looked into and whenever necessary, suitable corrective stepsare taken.Further in preparation of the financial statements, all those Accounting Standards that are applicable have been complied withby the Company.The Board of Directors had approved the Code of Conduct and Ethics for the Directors and the Senior Management of theCompanyThe Company complied with all the mandatory requirements of Clause 49 of the Listing Agreement on Code of CorporateGovernance.The Company has also adopted non-mandatory requirements like constitution of Remuneration Committee. StatutoryCompliance of all applicable Laws is being made by the Company and is reported to the Board in its every meeting.

7. MEANS OF COMMUNICATIONThe quarterly results are regularly published by the Company in newspapers, namely Economic Times, English & Gujarati edition,as per the Stock Exchange requirements.In addition, these are also submitted to the Stock Exchange in accordance with the Listing Agreement. Financial Resultswill be supplied through E-mail and posted to the shareholders on demand and now also kept on the website:www.suryapalace.com.Investors may communicate with company on Email ID: [email protected] and [email protected] for any complaintor any other matter.

8. GREEN INITIATIVEThe Ministry of Corporate Affairs (vide circular no.17/2011 and 18/2011 dated 21st April,2011 and 29th April,2011 respectively),has undertaken a ‘ Green Initiative in Corporate Governance’ and allowed companies to share documents with its shareholdersthrough an electronic mode. A recent amendment to the Listing Agreement with the Stock Exchange permits companies to sendsoft copies of Annual Report to all those shareholders who have registered their e-mail address for the said purpose. Membersare requested to support this Green Initiatives by registering / updating their e-mail addresses for receiving electroniccommunications.This move by the Ministry is welcome since it will benefit the society at large through reduction in paper consumption and wouldcontribute towards a sustainable greener environment. Keeping in view the underlying theme and circulars issued by MCA, wehave proposed to send all documents to be sent to shareholder like General Meeting Notices, Annual Report including AuditedFinancial Statements, Directors Report, Auditors Report, etc. to our shareholders in electronic form, to the e-mail addressprovided by them and made available to us by the depositories.Please note that these documents will also be available for download from the financial page on the Company’s websitewww.suryapalace.com. Physical copies will also be available for inspection during office hours at Registered Office of theCompany. The information relating to Shareholding Pattern, Code of Conduct, Financial Statements,Unpaid and UnclaimedDividend with all the details of the shareholders etc. can be accessed on our website www.suryapalace.com.Please also note that you will be entitled to be furnished free of cost, with a copy of the Annual Report of the Company and allother documents required by law to be attached thereto, upon receipt of a requisition from you, any time, as a member of theCompany. Such a requisition may be sent to the Registered Office of the Company.Accordingly, if you hold shares in physical mode, we request you to kindly fill out the “Registration of E-mail ID Form” (TheForm is printed on the last page of this Annual Report) and send the same to our Registrars and Share Transfer Agents M/s.MCS Limited at the address mentioned therein at the earliest or send e-mail to [email protected] quoting Folio No.Shareholders holding shares in demat mode are requested to give their E-mail ID to their Depository Participant (DP) in the formatprovided by them.We look forward to your valuable support in this ‘Go Green’ initiative. Thanking you and assuring you of our best services atall times.



9. GENERAL SHARE HOLDER INFORMATION(a) AGM Date, Time and Venue

Date and Time Tuesday, the 25th day of September, 2012 at 3:30 p.mVenue Registered Office :Hotel Surya PalaceSayajigunj,Vadodara,Gujarat.

(b) Financial CalendarBoard Meeting to approve Unaudited Financial Result for PeriodQuarter ending June 30, 2012 Latest by 14th Aug, 2012Quarter ending September 30, 2012 Latest by 14th Nov, 2012Quarter ending December 31, 2012 Latest by 14th Feb, 2013Quarter ending March 31, 2013; OR Latest by 15th May, 2013In case Company takes Audited Results for the whole F.Y Latest by 30th May, 2013

(c) Date of Book Closure 18th September, 2012 to 25th September 2012 (Both days inclusive)(d) Dividend payment dates on or after 27.09.2012(e) Listing on Stock Exchange At Bombay Stock Exchange Ltd. Listing Fees have been paid for F Y 2012-13(f) Stock Code (Physical) Mumbai – 507981(g) Demat ISIN No in NSDL & CDSL INE 726 D01016(h) Status of Demat as on 31.03.12 No. of Shares Percentage

Dematerialised 54,26,864 90.45Physical Form 5,73,136 9.55

—————— ——————Total 60,00,000 100.00

(i) Outstanding ADRs/GDRs etc Not Applicable(j) Hotel Location Surya Palace Hotel, Sayajigunj, Vadodara – 390 020(k) Address for Correspondence The Office of Registrar & Share Transfer Agent(l) Registrar and Share Transfer Agents &Share Transfer System: The entire share transfer process, physical as well as

dematerialised, is being handled by the Company’s Registrar and Share Transfer Agents viz. MCS Ltd., situated at 1st Floor,Neelam Apartment, 88, Sampatrao Colony, Alkapuri, Vadodara - 390 007. Share Transfer in physical form can be lodgedeither with the Registrars & Share Transfer Agents OR at the Registered Office of the Company. Share Transfer requestsreceived are attended within fortnight. All requests for de-materialization/re-materialization of shares are processed andconfirmation is sent to the depositories by the Registrars & Share Transfer Agents of the Company generally within 15 daysfrom the date of the receipt thereof. The Company representatives regularly visit the office of the Registrars and ShareTransfer Agents to monitor the process. Shareholder Grievances Committee meets once or twice in a month, dependingon volume of share transfer and dematerialization request.

(m) High & Low Prices of Equity Shares as per Stock Market Data, Mumbai Stock Exchange (BSE) MONTH HIGH (`) LOW (`) Closing Sensex

Rate (`) (Closing)APRIL 2011 38.70 33.70 34.40 19135.96MAY 2011 35.80 30.00 31.80 18503.28JUNE 2011 34.65 28.55 30.80 18845.87JULY 2011 33.80 29.40 32.25 18197.20AUGUST 2011 33.55 26.55 28.50 16676.75SEPTEMBER 2011 29.85 27.15 27.20 16453.76OCTOBER 2011 30.65 27.00 28.00 17705.01NOVEMBER 2011 29.20 24.10 24.50 16123.46DECEMBER 2011 27.65 19.60 20.10 15454.92JANUARY 2012 26.10 20.10 25.95 17193.55FEBRUARY 2012 31.85 26.00 28.70 17752.68MARCH 2012 31.80 26.25 27.60 17404.20

(n)Shareholding (No. of Nos. % Total Share No. of % of Paid

Equity Shares) Holders Shares Up CapitalUp to 500 5045 91.3122 757860 12.6310501 to 1000 279 5.0498 224816 3.74691001 to 2000 108 1.9548 155249 2.58752001 to 3000 30 0.5430 73605 1.22683001 to 4000 16 0.2896 54468 0.90784001 to 5000 9 0.1629 42044 0.70075001 to 10000 19 0.3439 139626 2.327110001 to 50000 8 0.1448 120157 2.002650001 to 100000 1 0.0181 54846 0.9141And above 10 0.1810 4377329 72.9555

Total 5525 100.00 60,00,000 100.00



DECLARATIONS:Managing Director (CEO) and Chief Financial Officer (CFO) Certification

As required by sub clause V of clause 49 of the Listing Agreement entered with the Bombay Stock Exchange, we have certified tothe Board that for the financial year ended 31st March, 2012, the Company has complied with the requirements of the said sub clause.

Place: Vadodara Palak Gandhi Piyush ShahDate: 17.07.2012 Chief Financial Officer Managing Director

Annexure to the Report of the DirectorsFor the financial year ended 31st March, 2012

Auditors Certificate on Compliance with the conditions of Corporate Governance under Clause 49 of the Listing Agreement.

To,The Members of Jindal Hotels Limited

1. We have reviewed the implementation of Corporate Governance procedures by Jindal Hotels Ltd during the year ended March31, 2012, with the relevant records and documents maintained by the Company, furnished to us for our review and the reporton Corporate Governance as approved by the Board of Directors.

2. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limitedto procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of CorporateGovernance. It is neither an audit nor an expression of opinion on the financial statements of the Company.We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency oreffectiveness with which the management has conducted the affairs of the Company.

3. On the basis of our review and according to the information and explanations given to us, the conditions of Corporate Governanceas stipulated in Clause 49 of the Listing Agreement with the Bombay Stock Exchange have been complied with in all materialrespects by the Company.

4. As required by the Guidance Note issued by the Institute of Chartered Accountants of India, we have to state that no investorgrievances were unattended/pending exceeding a period of one month as at March 31, 2012, as per the records maintainedby the Share Holders Grievances Committee.

For V. Shah & AssociatesChartered Accountants

Place: Vadodara V.R.ShahDate: 17.07.2012 Proprietor

(o) SHARE HOLDING PATTERN as on 31.03.2012Sr. No. Category No. of Shares Held % of Shareholding01. Promoters 25,09,583 41.8302. Private Corporate Bodies 10,08,193 16.8003. Indian Public 24,39,358 40.6604. NRIs / OCBS 42,866 0.71

Total 60,00,000 100%

(p) No pledge has been created over the Equity shares held by the Promoters as on March 31, 2012.(q) The Company has paid Annual Custody Charges to National Securities Depository Limited (NSDL) and Central Depository

Services (India ) Ltd. (CDSL) for the year 2012-13.10. Secretarial Audit :- In keeping with the requirements of the SEBI and the BSE, a secretarial audit by a practicing Company

Secretary is undertaken every quarter.11. Report on Corporate Governance :- The Company regularly submits to the BSE, within the prescribed period, quarterly reports

on Corporate Governance.



AUDITORS REPORTTo,The Members of Jindal Hotels LimitedI. We have audited the attached Balance Sheet of JINDAL HOTELS LTD., as at 31st March 2012, the Statement of Profit & Loss

Account and the Cash Flow Statement for the year ended on that date, all annexed thereto. These financial statements are theresponsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements basedon our audit.We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we planand perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An auditalso includes assessing the accounting principles used and significant estimate made by the Management as well as evaluatingthe overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.Further to our comments in the paragraph referred to above, we report that:a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for

the purpose of our audit.b. In our opinion, proper books of accounts as required by law have been maintained by the company so far as appears from

our examinations of those books.c. The company’s Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by the report are in

agreement with the books of account.d. In our opinion the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement comply with the Accounting

Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.e. In our opinion and to the best our information and according to the explanations given to us, the said accounts read with

the notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true andfair view:-i. In case of Balance Sheet, of the state of affairs of the company as on 31st March, 2012,andii. In case of Statement of Profit & Loss Account, of the profit of the company for the year ended on that date.iii. In the case of the Cash Flow Statement, of the Cash Flow for the year ended on that date.

f. On the basis of the written representation from the Directors and taken on record by the Board of Directors, none of theDirector is disqualified as on 31st March, 2012 from being appointed as a Director in terms of under section 274 (1)(g) ofthe Companies Act, 1956.

II As required by the Companies (Auditor’s Report) Order, 2003, issued by the Central Government of India in terms of Section227 (4A) of the Companies Act, 1956, and on the basis of such examination of the books and records of the company as weconsidered appropriate and the information & explanations given to us during the course of the Audit, we report as under:1. In respect of its Fixed Assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situationof fixed assets;

(b) As explained to us all the Fixed Assets have been physically verified by the Management in a phased periodicalmanner, which in our opinion, is reasonable, having regard to the size of the Company and nature of its assets. Nomaterial discrepancies were noticed on such verification.

(c) No substantial parts of fixed assets have been disposed off during the year. The going concern status of thecompany is not affected.

2. Inventory:(a) The inventory have been physically verified during the year by the management;(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in

relation to the size of the company and the nature of its business.(c) The Company is maintaining proper records of inventory. The discrepancy noticed on physical verification of inventory

have been properly dealt within the books of accounts.3. (a) According to the information and explanations given to us, there are no loans(secured or unsecured) granted by the

Company to companies, firms or other parties covered in the register maintained under section 301 of The CompaniesAct,1956.

(b) The Company has taken Interest Free unsecured loans (in the nature of Deposits) from Fifteen parties (P.Y. Sixteen parties)covered in the Register maintained u/s 301 of The Companies Act, 1956. The maximum amount involved during the yearwas Rs. 567.79 Lacs, (P. Y. Rs.583.80 lacs) and the yearend balance of unsecured loans taken from such parties wasRs.133.86 lacs (P.Y. Rs.131.89 lacs).



(c) We are further informed that these unsecured loans are not prima facie prejudicial to the interest of the Company as thesame are interest free and stated to be on long term basis. There is no overdue amount of such unsecured loans.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systemscommensurate with the size of the company and the nature of its business, for the purchase of inventory and Fixed assets andfor the sale of goods & services. During the course of our audit we have not observed any continuing failure to correct majorweaknesses in Internal Control.

5. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956:(a) The particulars of contracts or arrangements referred to Section 301 that needed to be entered in the Register maintained

under the said Section have been so entered.(b) Where each of such transaction is in excess of Rs. 5 lakhs in respect of any party, the transactions have been made at

prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.6. The Company has not invited the deposits from public. However Company has accepted interest free deposits during the year

under review and complied with the provision of the Companies (Acceptance of Deposits) Rules, 1975 and Section 58A & 58AAof The Companies Act, 1956.

7. In our opinion, the company has an internal audit system commensurate with its size and nature of its business;8. The Central Government has not prescribed maintenance of cost records u/s 209 (1) (d) of the Companies Act, 1956 for the

Company’s products and activities.9. Statutory and other dues:

(a) According to the information and explanations given to us and based on the records examined by us, the Company hasbeen regular in depositing undisputed statutory dues including Provident fund, Investor Education and Protection Fund,Employees’ State insurance, Income tax, Sales Tax, Wealth Tax, Custom duty, Luxury Tax, Excise Duty, Service Tax, Cessand any other statutory dues with the appropriate authorities during the year.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Sales Tax, IncomeTax, Wealth Tax, Customs Duty, Luxury Tax, Service Tax, Excise Duty as at 31.03.2012 for a period of more than six monthsfrom the date they become payable.

(c) According to the information and explanation given to us, there are no dues of Sale Tax, Income Tax, Customs Duty, WealthTax, Excise Duty, Service Tax and Cess, which have not been deposited on account of any dispute.

10. The Company does not have any accumulated losses as at the end of the financial year. The Company has not incurred cashlosses during the Financial Year covered by our audit and in the immediately preceding financial year.

11. The Company has not defaulted in repayment of dues to a financial institution or bank;12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other

securities;13. The company is not a chit fund or a Nidhi / Mutual Benefit Fund / Society. Therefore the provision of any special statute of Chit

Fund / Nidhi etc. are not applicable to the Company;14. The Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly the provisions of

clause 4(xiv) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company;15. There is no guarantee given by the Company for loans taken by others from bank and financial institutions;16. The Company has applied amount of term loans for the purpose for which the term loan was obtained;17. According to the cash flow statement and other records examined by us and the information and explanations given to us, on

an overall basis, funds raised on short-term basis have, prima facie, not been used during the year for long term investment(fixed assets, etc.,)

18. The Company has not made preferential allotment of shares to parties and companies covered in the register maintained undersection 301 of the Companies Act, 1956 during the year under review.

19. The Company has not issued any debentures during the year;20. The Company has not raised any money by way of public issues during the year.21. To the best of our knowledge and belief and according to the explanations given to us, no fraud on or by the company was noticed

or reported during the year; For V. Shah & Associates

Chartered Accountants F. R. N. 109816 W

Place: Vadodara V.R.ShahDate: 17.07.2012 Proprietor

Membership No. 034994



BALANCE SHEET AS AT 31st MARCH 2012(in Rs.)

Sr. Particulars Note 31st March 31st March 31st MarchNo. No. 2012 2012 2011

I EQUITY AND LIABILITIES(1) Shareholders funds

(a) Share capital 1 60,000,000 60,000,000(b) Reserves and surplus 2 148,175,437 123,536,273

208,175,437 183,536,273

(2) Non-current liabilities(a) Long-term borrowings 3 173,965,810 134,142,005(b) Deferred tax liabilities (Net) 4 22,118,357 20,238,487(c) Long-term provisions 5 2,934,241 2,449,160

199,018,408 156,829,652

(3) Current liabilities(a) Short Term Borrowings 6 10,883,499 -(b) Trade payables 7 1,211,942 648,686(c) Other current liabilities 8 27,362,880 31,976,758(d) Short-term provisions 9 11,166,667 11,051,473

50,624,988 43,676,917

TOTAL 457,818,833 384,042,842

II ASSETS(1) Non-current assets

(a) Fixed assets 10(i) Tangible assets 282,432,636 266,794,485(ii) Intangible assets 494,900 160,376(iii) Capital work-in-progress 78,047,812 24,118,813

360,975,348 291,073,674

(b) Non-current investments 11 318,225 318,225(c) Long-term loans and advances 12 10,566,782 2,082,502

(2) Current assets(a) Inventories 13 40,497,829 28,065,653(b) Trade receivables 14 18,798,611 12,149,661(c) Cash and Cash Equivalents 15 3,866,702 47,495,871(d) Short-term loans advances 16 21,332,278 2,001,026(e) Other Current Assets 17 1,463,058 856,230

85,958,478 90,568,441

Significant Accounting Policies and Other Explanatory Notes 24and informations.

TOTAL 457,818,833 384,042,842

As per our report of even date On behalf of Board of DirectorsFor Jindal Hotels Limited

For V Shah & Associates A.C.PatelChartered Accountants ChairmanV. R.Shah P.D.ShahProprietor Managing Director

Karuna Advani N.D.ShahCompany Secretary Director

Place : Baroda Place : BarodaDate : 17.07.2012 Date : 17.07.2012



STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31st MARCH, 2012.(in Rs.)

Sr. Particulars Note 2011-12 2010-11No. No.

I Revenue from operations 18 266,016,582 229,614,840II Other income 19 406,647 808,107

III Total Revenue (I + II) 266,423,229 230,422,947

IV Expenses:Cost of Food & Beverages 20 63,390,224 53,675,924Employee benefits expense 21 39,553,432 34,370,886Finance costs 22 14,148,774 12,598,232Other expenses 23 89,917,876 78,301,832

Total expenses 207,010,306 178,946,874

V Profit before Depreciation & Income Tax 59,412,923 51,476,073

VI Depreciation and amortisation expense 10 15,944,025 14,435,001VII Profit before exceptional and extra ordinary items and tax 43,468,898 37,041,072

(III-IV)VIII Exceptional items - -IX Profit before extraordinay items and tax (V-VI) 43,468,898 37,041,072X Extra ordinary Items - -XI Profit before tax (VII-VIII) 43,468,898 37,041,072XII Tax expense:

(1) Current tax 12,500,000 11,075,000(2) Deferred tax 1,879,870 739,367(3) Income Tax of earlier years (1,128,936) 34,964

XIII Profit /(Loss) for the period from continuing operations (IX-X) 30,217,964 25,191,741

XIV Profit/(Loss) from discontinuing operationsXV Tax expense of discontinuing operationsXVI Profit /(Loss) from Discontinuing operations (after tax) (XII-XIII)

XVII Profit /(Loss) for the period (XI + XIV) 30,217,964 25,191,741

XVIII Earnings per equity share: Equity Shares of Rs.10/- each(1) Basic 5.04 4.76(2) Diluted 5.04 4.20

Significant Accounting Policies and Other Explanatory Notes 24and informations.











CASH FLOW STATEMENT(in Rs.)

Sr. Particulars 2011-12 2010-11No.(A) CASH FLOW FROM OPERATING ACTIVITIES

Profit before tax and extra ordinary items 43,468,898 37,041,072Adjustment for:Add: (1) Depreciation 15,944,025 14,435,001

(2) Interest paid 14,148,774 12,598,232(3) Loss on sale of cars 235,948 660,532

73,797,645 64,734,837Less: (1) Interest received 144,447 115,674

(2) Dividend 3,827 4,102Operating profit before working capital changes 73,649,371 64,615,061Adjustment for:Less: (1) Increase in Trade & Other Receivable 35,071,310 (4,792,238)

(2) Decrease in Trade Payable - 667,08038,578,061 68,740,219

Add: (1) Increase in Trade Payable 4,248,798Less: (1) Increase in Inventory 12,432,176 1,760,527

(2) Increase in Adv. I Tax & TDS 1,634,341 2,678,23828,760,342 64,301,454

Cash generated from operations 28,760,342 64,301,454Less (1) Interest paid 13,948,774 12,373,232

(2) Direct Taxes paid 11,300,000 8,200,000(3) Gratuity paid 1,139,188 121,337(4) Income tax adjustment of earlier year (1,128,936) 34,964

Cash flow before extra-ordinary items 3,501,316 43,571,921Adjustment for Extra Ordinary itemsNet Cash Flow From Operating Activities 3,501,316 43,571,921

(B) CASH FLOW FROM INVESTING ACTIVITIESAdd: (1) Sale of Fixed Assets- as per IT 665,500 1,976,280

(2) Dividend 3,827 4,102669,327 1,980,382

Less: (1) Purchase of Fixed Assets / Capital W I P/ Pre operative Expenses 86,747,149 55,231,024(2) Purchase of Investment

Net Cash Used in Investing Activities (86,077,822) (53,250,642)(C) CASH FLOW FROM FINANCING ACTIVITIES

Add: (1) Proceeds from Borrowings 44,184,412 38,208,468(2) Proceeds from Unsecured Loan 197,276 113,989(3) Proceeds from Issue of Equity Share Application Money - 13,010,000(4) Proceeds from Share Premium Money - 13,010,000(5) Interest Received 144,447 115,674

44,526,135 64,458,131Less: (1) Conversion of Warrant Application Money in Share Capital - 6,505,000

(2) Repayment of dividend including tax 5,578,800 3,341,762Net Cash used in Financing activities 38,947,335 54,611,369Net Increase in Cash & Cash Equivalents (A)+(B)+(C) (43,629,171) 44,932,648* Cash & Cash Equivalents at the commencement of the year 47,495,871 2,563,223* Cash & Cash Equivalents at the close of the year 3,866,702 47,495,871* Represents Cash & Bank Balance as indicated in Note 15



NOTES TO BALANCE SHEET(in Rs.)

Sr. Particulars 31st March 31st MarchNo. 2012 2011

SHARE CAPITAL Note: 1a) Authorised Share Capital 60,000,000 60,000,000

60,00,000 ( P.Y.60,00,000) Equity Shares of Rs. 10/- eachb) Issued, Subscribed & Paid up Share Capital 60,000,000 60,000,000

60,00,000 (P.Y. 60,00,000) Equity Shares of Rs. 10/- Each Fully Paid upTotal 60,000,000 60,000,000

a) Terms/ right attached to equity sharesThe Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity sharesis entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposedby the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.During the year ended 31st March 2012, the amount of per share dividend recognized as distributions to equityshareholders was Rs.0.80 (31st March 2011: Rs.0.80)In the event of liquidation of the Company,the holders of equity shares will be entitled to receive remaining assets ofthe Company,after distribution of all preferential amounts.The distribution will be in proportion to the number of equityshares held by the shareholders.

b) Details of shareholders holding more than 5 % shares in the Company.Particulars 31.03.2012 31.03.2011

No. of Shares % Holding No. of Shares % Holding1. Synergy Stock Holding Pvt. Ltd. 1,947,388 32.46 1,947,388 32.462. Nandkishore Enterprise Pvt. Ltd. 870,000 14.50 870,000 14.503. Shri Piyush Daudayal Shah 547,401 9.12 547,401 9.12

(c) Reconciliation of number of equity shares outstanding is given here under:- 31.3.2012 31.03.2011At the beginning of the year 60,00,000 60,00,000Add: Issued during the year - -At the end of the year 60,00,000 60,00,000

RESERVES & SURPLUS Note: 2(a) Capital Reserves 70,500 70,500(b) Share Premium 24,765,400 24,765,400(c) Foreign Exchange Earning Reserve 100,000 100,000

Less: Transferred to General Reserve 100,000 -- 100,000

(d) General Reserve- Balance b/f 50,866,625 47,366,625Add: Transferred from Foreign Exchange Earning Reserve 100,000 -Add: Transferred from Profit of Current Year. 3,500,000 3,500,000

54,466,625 50,866,625(e) Surplus

“Profit brought forward from Previous Year 47,733,748 31,620,807“Add: Profit for the year 30,217,964 25,191,741

Less: Appropriation:Transfer to General Reserve 3,500,000 3,500,000Proposed Equity Dividend 4,800,000 4,800,000Tax on Proposed Dividend 778,800 778,800

9,078,800 9,078,800

Net Surplus in Statement of Profit & Loss 68,872,912 47,733,748

Total (a to e) 148,175,437 123,536,273



(in Rs.)Sr. Particulars 31st March 31st MarchNo. 2012 2011

LONG-TERM BORROWINGS Note: 3A) Term Loan Non Current Portion Current Portion

31.03.12 31.03.11 31.03.12 31.03.11State Bank of India -TL 1 - - - 7,500,000State Bank of India-TL 2 24,760,000 37,140,000 12,380,000 12,380,000State Bank of India-TL 3 129,448,377 79,332,979 - -

154,208,377 116,472,979 12,380,000 19,880,000

Amount Disclosed under the head “Other current 12,380,000 19,880,000liabilities”-Note-8

(A) 154,208,377 116,472,979 - -B) Vehicle Loan

Kotak Mahindra Prime Ltd 1,544,036 2,434,041 3,126,003 3,422,713Indian Bank 105,549 248,847 140,042 126,419B M W Financial Services 4,721,948 1,797,514 688,766 208,401

6,371,533 4,480,402 3,954,811 3,757,533

Amount Disclosed under the head “Other currentliabilities”-Note:8 - - 3,954,811 3,757,533

(B) 6,371,533 4,480,402 - -

Terms of Repayment of Term LoanState Bank of India TL-3 is for New Hotel Project, which is under progress.Full amount of Term Loan disbursment uptoRs. 2666.00 lacs is yet to avail.Moratorium period of loan repayment is upto March, 2014. Thereafter, loan is repayablein 26 quarterly instalment of differential amount. The year of last instalment will be 2019-20. The loan is carrying interestrate @13% as on 31.03.2012

The terms of other term loans / vehicle loan stated above and their yearwise repayments are as under

Year State bank Kotak mahindra Indian BMW Financial Totalof India Prime Ltd * bank services

2013-14 12,380,000 1,316,827 105,549 760,888 14,563,2642014-15 12,380,000 227,209 840,563 13,447,7722015-16 928,581 928,5812016-17 1,025,816 1,025,8162017-18 1,133,127 1,133,1272018-19 32,973 32,973

24,760,000 1,544,036 105,549 4,721,948 31,131,533

Mode of instalments Quarterly Monthly Monthly MonthlyInterest rate 13.20% 8.80% to 10.00% 10.00%( Applicable as on 31.03.2012) 11.25 %

* There are various vehicle loans carrying different rate of interest.

Security Provided:Term Loan from S.B.I. is secured by first charge by way of EM over company’s lease hold land bearing s.no. 202-208,free hold land bearing R.S. no. 194-C.S. no 193-194, Building constructed thereon,hypothication of Movable Assetsaquired/to be aquired out of Term Loan,hypothecation of stock & receivable of the Company and personal guarantee oftwo Directors of the Company.Vehicle Loan are secured against Hypothecation of specific vehicles.There is no default in repayment of Loan Instalment and interest thereon.




C) Unsecured BorrowingsLoans and advances from related partiesFrom Directors 8,179,000 4,535,062From Share Holders 2,884,900 2,053,562From Inter Corporate - 4,100,000From Others 2,322,000 2,500,000

(C) 13,385,900 13,188,624

Total(Rs.) Total (A+B+C) 173,965,810 134,142,005Unsecured Loans are received from Promoters/ Relatives of Promoters/ Group Companies. All unsecured Loans are interestfree and repayable after 18 months from end of Financial Year. There is no default in repayment of Unsecured Loan.

Non-current liabilities Note: 4Deferred Tax Liability (Net)Deferred Tax Liabilities. Balance b/f 20,238,487 19,499,120Addition during the year. 1,879,870 739,367

Total(Rs.) 22,118,357 20,238,487The Major components of Deferred Tax Liability are as under :-Particulars 31.03.12 31.03.11A) Deferred Tax Liability

Difference between Accounting and Tax Depreciation(Cummulative) 22,356,676 20,475,734B) Deferred Tax Assets

Unabsorbed Depreciation & Business Loss - -Others 238,319 237,247

C) Net Deferred Tax Liability (A)-(B) 22,118,357 20,238,487

Long Term Provisions Note: 5(a) Provision for employee benefits Non Current portion Current Portion

31.03.12 31.03.11 31.03.12 31.03.11Gratuity 2,274,357 1,931,472 252,706 1,139,188Leave Encashment 659,884 517,688 219,962 37,639

Total(Rs.) 2,934,241 2,449,160 472,668 1,176,827Amount Disclosed under the head “Short Term 472,668 1,176,827Provisions”-Note:9

2,934,241 2,449,160 - -

Short Term Borrowings Note:6Secured(a) State Bank of India Cash Credit A/c 10,883,499 -

Total(Rs.) 10,883,499 -C C Limit from S.B.I. is secured by first charge by way of EM over company’s lease hold land bearing s.no. 202 to 208,free hold land bearing R.S. no. 194-C.S. no 193-194, Building constructed thereon,hypothication of Movable Assetsaquired/to be aquired out of Term Loan,hypothication of stock & receivable of the Company and personal guarantee oftwo Directors of the Company.Trade Payables Note: 7(Unsecured)Trade Payables 1,211,942 648,686The Company has not received information from vendors regarding their status under theMicro, Small & Medium Enterprises Development Act,2006 and hence disclosure relating 1,211,942 648,686to amount unpaid at the year end together with interest paid/payable under the Act havenot been given.




Other Current Liabilities Note: 8Secured(a) Interest accrued and due on borrowings 1,827,565 850,459(b) State Bank of India (Note:3-Current Portion of Loan a/c) 12,380,000 19,880,000(c) Vehicle Loan(Note:3-Current Portion of Loan A/c) 3,954,811 3,757,533Unsecured(a) Unpaid dividends 978,781 883,679(b) Advance from Contractor 220,000 -(c) Advance from Guest 1,459,270 1,626,583(d) Duties & Taxes 1,380,204 1,190,607(e) Sundry Creditors for Expenses 4,135,487 2,731,656(f) Sundry Creditors for Capital Goods 1,026,762 1,056,241

Total 27,362,880 31,976,758Short-Term Provisions Note: 9Unsecured(a) Provision for employees’ benefits-

Leave Encashment/ Gratuity (Note:5) 472,668 1,176,827Other Provisions for Employees’ Benefit 3,184,161 1,857,453

(b) Provision for Expenses 1,144,451 1,417,465(c) Current Income Tax payable 786,587 1,020,928(e) Proposed Dividend 4,800,000 4,800,000(f) Tax on Proposed Dividend 778,800 778,800

Total 11,166,667 11,051,473

Gross Block Depreciation Net BlockSr PARTICULARS As on Addition Sales/ Total Up to Provided Less Total up to W. D.V. W.D.V.no 01.04.11 during the Transf- as on 31.3.11 during the Depre- 31.03.12 as on as on

year erred 31.03.12 year ciation 31.03.12 31.3.11Tangible Assets

1 LEASE HOLD LAND & DEVE. 216,557 11,396 205,161 - - 205,161 216,5572 LAND 45,052,708 6,771,830 51,824,538 - - 51,824,538 45,052,7083 HOTEL BUILDING 86,667,297 4,106,059 90,773,356 12,749,652 1,438,900 14,188,552 76,584,804 73,917,6454 FLAT 651,322 - 651,322 42,468 10,617 53,085 598,237 608,8545 PLANT & MACHINERY 129,660,867 6,938,263 136,599,130 48,948,121 5,361,389 54,309,510 82,289,620 80,712,7466 FURNITURE & FIXTURE 99,441,558 4,829,942 104,271,500 50,655,203 6,543,564 57,198,767 47,072,733 48,786,3557 FURNISHING 9,434,896 1,084,166 10,519,062 7,055,266 81,102 7,136,368 3,382,694 2,379,6308 OFFICE EQUIPMENT 2,257,015 13,650 2,270,665 1,199,710 163,827 1,363,537 907,128 1,057,3059 COMPUTERS 17,965,455 925,064 18,890,519 15,998,528 422,741 16,421,269 2,469,250 1,966,92710 VEHICLES 17,527,550 7,729,176 3,279,443 21,977,283 5,431,794 1,825,013 2,377,995 4,878,812 17,098,471 12,095,756

A 408,875,225 32,398,150 3,290,839 437,982,536 142,080,741 15,847,153 2,377,995 155,549,900 282,432,636 266,794,484Intangible Assets

1 Computer Software 270,219 420,000 690,219 109,843 85,476 195,319 494,900 160,376B 270,219 420,000 690,219 109,843 85,476 - 195,319 494,900 160,376

1 Capital Work in Progress-New Hotel 16,023,433 49,005,070 65,028,503 - 65,028,503 16,023,4332 Expenditures Pending Allocation 7,376,377 2,279,066 - 9,655,443 - 9,655,443 7,376,377

to Fixed Asset-New Hotel3 Capital Work in Progress-Upgradation 719,003 9,907,006 7,262,143 3,363,866 3,363,866 719,003

C 24,118,813 61,191,142 7,262,143 78,047,812 - - - - 78,047,812 24,118,813A+B+C 433,264,257 94,009,292 10,552,982 516,720,567 142,190,584 15,932,629 2,377,995 155,745,219 360,975,348 291,073,673PREVIOUS YEAR 381,572,406 55,231,024 3,539,173 433,264,257 128,657,943 14,423,605 890,965 142,190,583 291,073,674 252,914,463

A Company has written off Lease Hold land premium of Rs.11,396/- for the year under review on straight line basis,considering total Lease Hold Land period upto 05.05.2030.B Company has incurred expenses of Rs.96,55,443/-(P.Y.73,76,377/-) towards expansion project on hand,which are pending for allocation.On completion of the project,these expenditures wiil be apportioned to

respective group of assets. However borrowing cost upto 31.03.2012 of Rs.1,03,34,960/-have been allocated to Land-Rs.65,71,659/- to Hotel Building-36,27,951/- and Plant & Machinery-Rs. 135,430/- andgrouped into Capital Work in Progress, New Hotel.

C Depreciation & Amortisation :2011-12 2010-11

Depreciation for the year 15,932,629 14,423,605Amortisation of Lease Hold Land 11,396 11,396

15,944,025 14,435,001

Note : 10FIXED ASSETS AS ON 31.03.12 (Amount in Rs.)




Non-Current Investments Note: 11Investments (At Cost)

1 Trade Investment (at cost) - -2 Other Investment

Particulars No. of Face 31.03.12 31.03.11shares value

(I) Equity shares(fully paid-up unless otherwise stated)

A Quoted investment1 Sayaji Hotel Ltd 100 10 2,735 2,7352 Gujarat Hotels Ltd 100 10 2,320 2,3203 Bharat Hotels Ltd. 198 10 6,063 6,0634 Advani Hotel & Resorts (India) Ltd 500 2 3,695 3,6955 Balaji Hotels & Enterprises Ltd. 100 10 5,055 5,0556 Hotel Leela Venture Ltd. 250 2 4,347 4,3477 EIH Ltd. 562 2 27,525 27,5258 Indian Hotels Co. Ltd. 600 1 40,080 40,0809 ITC Hotels Ltd. 360 1 12,580 12,58010 Asian Hotels Ltd. 105 10 12,375 12,375

(A) 116,775 116,775B Unquoted Investments

1 Anyonya Co-op.Bank Ltd. 135 10 1,350 1,3502 Uma Co-op.Bank Ltd. 4 25 100 100

(B) 1,450 1,450Total (A + B) 118,225 118,225

31.03.12 31.03.11 31.03.12 31.03.11Market Value of Quoted Investment 248,482 242,613 – –

(II) Investment in Govt. SecuritiesNational Savings Certificate for Prohibition & Excise 200,000 200,000

Total 318,225 318,225There is no investment in Associate Concern.Long-Term Loans & Advances Note: 12(Unsecured,considered Good)(i) Long-Term Loans and Advances :

(a) Capital Advances 9,823,802 1,419,032(b) Security Deposits 389,980 411,470(c) Loans & Advances to employees(Note:16) 353,000 252,000

Total 10,566,782 2,082,502Inventories Note: 13(Valued at lower of Cost or Net Realisable Value)(i) Food & Beverage 720,347 602,744(ii) Wine 839,832 406,925(iii) Operating inventories 37,898,466 26,259,090(iv) Stores & Supplies 716,065 543,499(v) Stationery 316,495 249,531(vi) Coal & Fuel 6,624 3,864

Total 40,497,829 28,065,653




Trade Receivables Note: 14(Unsecured -Considered Good)

(i) Outstanding for a period exceeding Six months from the date they are due for payment. 801,915 939,770

(ii) Others 17,904,644 11,165,290

Considered doubtful, not provided for 92,052 44,601

Total(Rs.) 18,798,611 12,149,661

Cash & Cash Equivalents: Note: 15

Balances with banks

On current accounts 217,189 19,104,711

Fixed Deposit for less than 3 Months - 25,000,000

Unpaid Dividend Account 978,866 883,719

Cash on hand 1,471,617 1,642,201

Foreign Currency 18,790 -

Other Bank Balance

*Margin Deposit with Canara Bank 241,790 241,790

*Margin Deposit with State Bank of India 938,450 623,450

(Includes Margin Deposit with originaly maturity of morethan 12 months Rs.819290/-(P.Y.Rs.865240/-))

Total 3,866,702 47,495,871

Short-Term Loans Advances Note: 16

(Unsecured -Considered Good)

Non Current portion Current Portion

31.03.12 31.03.11 31.03.12 31.03.11Loans & Advances to employees 353,000 252,000 615,957 625,366Other Loans and advances 20,716,321 1,375,660

353,000 252,000 21,332,278 2,001,026Less: Amount disclosed under Long Term Loans & 353,000 252,000Advances (Note:12)

Total - - 21,332,278 2,001,026

Other Current Assets Note: 17

Interest receivables 302,076 191,202

Prepaid Expense 1,160,982 665,028

Total 1,463,058 856,230

Revenue Operations from Sale of Services Note: 18

1 Sale of ProductFood & Beverages 123,473,159 107,955,149

Wine Sale 17,069,777 11,533,051

2 Sale of ServicesAccomodation Income 108,921,734 95,778,448

3 Other Operating Revenue 16,551,912 14,348,192Total 266,016,582 229,614,840




Other Income Note:191 Kasar /Misc.A/c W.off 175,900 604,4472 Interest 144,447 115,6743 Miscellaneous Income 82,473 83,8844 Dividend Income 3,827 4,102

Total 406,647 808,107Consumption of Food & Beverages Note: 20Raw Materials (Food & Beverages)Opening Stock 602,744 843,165Add : Purchases 52,570,817 45,669,784

53,173,561 46,512,949Less : Closing Stock 720,347 602,744

(A) 52,453,214 45,910,205WineOpening Stock 406,925 437,364Add : Purchases 11,369,917 7,735,280

11,776,842 8,172,644Less : Closing Stock 839,832 406,925

(B) 10,937,010 7,765,719Total (A+B) 63,390,224 53,675,924

Employees Salaries & Benefits Note: 21

1 Salaries & Wages 32,780,638 29,919,8932 Contribution to P F & ESI 1,292,234 1,073,8443 Gratuity 578,381 790,0914 Staff Welfare Expenses 4,902,179 2,587,058

Total 39,553,432 34,370,886

Financial Charges Note: 22

1 Interest on long term loan 12,272,651 10,538,3142 Interest on working capital 1,422,811 1,712,1113 Interest on Advance Income tax 200,000 225,0004 Bank Charges 253,312 122,807

Total 14,148,774 12,598,232

Other Expenses Note: 231 Power & Fuel 23,481,942 22,161,5002 Repair & Maintenance 11,073,564 10,075,9383 Lease Rent 1,300,920 1,300,9204 Operating Supplies Written Off 3,317,394 2,867,0005 Administrative , Selling & General Expenses1 Conveyance 2,483,705 2,134,1362 Hire Charges 1,328,847 1,321,9633 Insurance 416,834 389,9864 Legal & Professional 1,534,092 909,6915 Rate & Taxes 1,098,630 772,2706 Consultancy fees 1,369,620 1,725,5007 Printing & Stationery 1,570,615 963,2008 Travelling Exp 2,832,476 2,147,707




Administrative & Selling & General Expenses Note: 239 Cleaning Expenses 1,431,349 1,252,52110 Decorative Expenses 833,018 1,051,25811 Flower & Bouquet 3,160,241 2,633,33212 House Keeping Expenses 859,858 895,05713 ODC expense 931,041 1,034,78314 Vehicle Expenses 1,017,304 618,75215 Car Hire Charges 1,022,468 360,19716 Internet Charges 678,366 1,292,75417 Licence Fees 1,396,595 1,194,59718 Packing Service Materials 2,018,064 2,091,61419 Marketing Expenses 7,500,961 3,634,56120 Laundry 1,101,914 994,09421 Listing fees 27,575 82,72522 Sitting Fees 227,500 155,00023 Rent 564,000 564,00024 Telephone & Telegram 1,955,568 1,479,79425 Advertisment 3,815,978 3,733,87226 Vat Tax 5,691,446 4,823,29627 Other Misc. Exps 1,759,762 2,219,36828 Magazine & periodicals 502,449 303,55529 Miscellaneous Expenses 666,001 513,49430 Carting 307,980 192,95331 Festival Exp 489,799 260,44432 Auditors’ Remuneration 150,000 150,000

Total 89,917,876 78,301,832

Note : 24I. SIGNIFICANT ACCOUNTING POLICES

A. Basis of preparation of financial statement :a. The financial statements have been prepared under the historical cost convention, in accordance with the generally

accepted accounting principles and provisions of The Companies Act, 1956 as adopted consistently by the companyand ongoing concern basis.

b. Accounting policies not specifically referred to otherwise are consistent with generally accepted accounting principlesfollowed by the company.

B. Basis of Accounting:a. The company follows the mercantile system of accounting.b. All income and expenditure items having material bearing on financial statement are recognized on accrual basis,

except Dividend and insurance claim, if any.C. Fixed Assets:

a. All fixed assets are valued at cost of acquisition/ construction. The cost of fixed assets comprises of its purchaseprice and attributable costs including finance cost, of bringing the assets to its working condition for its intended use.

b. The expenses incurred during construction period, incidental to the Expansion / New Project are allocated to respectiveFixed Assets in the year of commencement of the commercial operation.

c. Premium paid on Lease hold land is amortized over a period of Lease.D. Depreciation:

a. Depreciation has been provided on “Straight Line Method” in accordance with the provisions of the Section 205(2)(b) of The Companies Act, 1956.



b. Depreciation on fixed assets acquired and put to use up to 15.12.93 has been provided at the rates prevailing at thetime of their acquisition and on the assets acquired after that date at the rates as per Schedule XIV of the CompaniesAct, 1956

c. Depreciation on fixed assets added during the financial year has been computed on pro-rata basis with reference toperiod of use of such assets.

d. Assets whose actual cost does not exceed Rs.5,000/- have been classified under respective groupings as per theirnature.

E. Investments:Investments in shares and securities are long term investments and are stated at cost. Gains / Losses on disposal ofsuch investments are recognized as income / expenditure. When there is a decline in the value of any investment whichis not considered to be temporary, then same is provided for by reducing the value of investment and charging the sameto the Statement of Profit & Loss.

F. Inventories:a. Company follows the practice of charging to revenue, the cost of operating inventories of crockery, glassware,

cutlery & curtains in the year of purchases, except under expansion project.b. Inventories of food materials and beverages, stores and supplies, coal and fuel, wine are valued at lower of cost or

net realizable value. Cost is arrived at on First In First Out basis.G. Cash & Cash Equivalent :

Cash and Cash equivalent for purchase of cash flow statement comprise cash at bank and in hand and short terminvestment with an original maturity of 3 months or less.

H. Provision for TaxationThe amount of Income Tax is provided in accordance with the provisions of Income Tax Act, 1961.Deferred tax is recognized, subject to the consideration of prudence, on timing differences being differences betweentaxable income and accounting income, that originate in one period and are capable of reversal in one or more subsequentperiods.Deferred tax assets are not recognized on unabsorbed depreciation and carry forward of losses unless there is a virtualcertainty that sufficient taxable profits will be available against which such deferred tax assets can be realized.

I. Benefits to Workmen:The Company’s contributions to the Provident Fund are charged to the Profit and Loss Account.The Gratuity payable at the time of retirement are charged to the Profit and Loss Account on basis of independentexternal actuarial valuation determined and basis of Projected Unit Credit method carried out annually. Actuarial gainsand losses are immediately recognized in the Profit and Loss Account.The employees of the Company are entitled to leave/leave encashment as per the Leave Policy of the Company.The provision for Leave Encashment is made on the basis of independent external actuarial valuation carried out at theend of the year/ period to which it pertains.

J. Revenue from Operation:Revenue from Operation comprise of sale of Guest Rooms, Food and Beverages, Wine Sales Income from BusinessCentre but exclusive of Luxury Tax, VAT, Service Tax and other Taxes.Other Operating Income includes Income from Hall Hire, Miscellaneous Banquet Services, Telecommunication, LaundryServices, Sale of Scraps, Travel Desk, Educational Division and other miscellaneous services.

K. Other Income:Other Income comprises of gain or loss in Foreign exchange earnings, Interest Received, Dividend Received and OtherMiscellaneous Income.

L. Events after the date of Balance Sheet:Wherever material, events occurring after the date of Balance Sheet are considered up to the date of adoption of theaccounts.

M. Miscellaneous Expenditures:Preliminary expenses, public issue expenses and right issue expenses are amortized over a period of five years.

N. Provisions, Contingent Liabilities and Contingent Assets:Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligationas a result of past event and it is probable that there will be an outflow of resources to settle the obligation. Provision isnot discounted to its present value and is determined based on the best estimate required to settle an obligation at theyear end. These are reviewed every year end adjusted to reflect the best current estimate. Contingent Liabilities are notrecognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the FinancialStatements.



O. Foreign Currencies:Transactions in Foreign Currencies are generally recorded by applying to the Foreign Currency amount, the exchangerate existing at the time of transaction.At year / period end monetary items denominated in foreign currency remaining unsettled are converted in to IndianRupee equivalents at the year / period end exchange rates.

Gains or Losses on settlement, in a subsequent period of the transactions entered into in an earlier period, are creditedor charged to the statement of Profit & Loss.

P. Claims:Claims against the company not acknowledged as debts are disclosed after a careful evolution of the facts and legalaspects of the matter involved.

Q. Prior Period & Extra Ordinary Items:Prior Period adjustment, extra ordinary items and changes in the accounting policies having material impact on thefinancial affairs of the Company are disclosed.

R. Assets Impairment:An assets is treated as impaired when the carrying cost of the assets exceeds its recoverable value. An impairment lossis charged to the profit and loss account in the year in which the assets are identified as impaired. The impairment lossrecognized in the prior periods is reversed if there has been a change in the estimate of recoverable amount.

S. The Borrowing Cost:Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of thecost of such assets. A qualifying asset is one that necessarily takes substantial periods of time to get ready for intendeduse. All other borrowing costs are charged to the revenue.

II. OTHER EXPLANATORY NOTES AND INFORMATIONA) Amount of Income Tax has been provided on Taxable Income of the Company as per provision of the Income Tax Act,

1961.B) The Board of Directors are of the opinion that discounted net future generation from the Assets in use and shown in the

schedule of fixed assets, is more than the carrying amount of fixed assets in Balance Sheet, as such, no provision forImpairment of Assets is required to be made in terms of the requirement of accounting standard (AS - 28) “Impairment ofAssets” issued by the Institute of Chartered Accountants of India for the year ended 31.03.2012.

C) Segment Reporting

The Company operates in one reportable operating segments i.e. HotelieringD) The Investment made by the company is held in its own name

E) Earnings Per Share As per Accounting Standard 20 of ICAI, New Delhi, Basic and Diluted of Earning per Share are as underParticulars 31.03.2012 31.03.2011

A Basic Earnings per Share(1) Net Profit after Tax 3,02,17,964 2,51,91,741

(2) Number of Equity SharesAt the beginning of the year 60,00,000 46,99,000

Issued during the year on preferential basis for proportionate period 5,88,123Weight age Average Number of Equity Shares 60,00,000 52,87,123Basic Earnings per Shares 5.04 4.76

B Diluted Earnings Per Share(1) Net Profit after Tax duly adjusted 3,02,17,964 2,51,91,741(2) Numbers of Equity Share at the beginning of the year 60,00,000 46,99,000Issued during the year on preferential basis 13,01,000Diluted Potential Equity Shares NilWeightage Average Number of Equity Shares 60,00,000 60,00,000Diluted Earning Per Share 5.04 4.20

C Face Value of Equity shares (Rs.) 10 10



(in Rs. )Particulars 2011-12 2010-11

F) Value of Imports Nil NilG) Earning in foreign currency as per Certificate submitted by Management 2,20,68,770 67,80,977H) Expenditure in foreign currency:

a Travelling 6,27,065 5,40,706b. Capital Expenditure 66,79,665 Nilc. Software Consultancy 32,178 66,574d. Marketing Expenses 3,34,189 22,126e. Computer Expense 49,940 Total 76,73,097 6,79,346

I) Contingent Liabilities & Commitments:a Estimated amount of contracts (Net of advances) remaining to be

executed on capital account not Provided for 28,46,454 Nilb Bank Guarantee for supply of Natural Gas from VMSS and also for

availing benefit under EPCG Scheme. 11,80,240 8,65,240

J) Retirement Benefit(a) The Gratuity liability & liability in respect of Leave Encashment is determined based on the actuarial Valuation

done by Actuary as at Balance Sheet date in context of the Revised AS – 15 issued by the ICAI, New Delhi, asfollows :-

PARTICULARS GRATUITY FUND LEAVE ENCASHMENT31.03.12 31.03.11 31.03.12 31.03.11

Expenditure recognized in the statement ofProfit & Loss Account for the year endedMarch 31, 2012Current Service Cost 3,04,102 2,94,824 2,03,609 2,03,284Interest Cost 2,45,653 1,90,815 44,426 28,874Employer Contribution - -Expected Return on Plan Assets (17,211) (16,718) -Net Actuarial (Gains) / Loss 45,837 3,21,170 2,68,123 12,314Past Service Cost - -Settlement Cost - -Total Expenses 5,78,381 7,90,092 5,16,158 2,44,472Change in Obligation during the Year endedMarch 31, 2012Present value of Defined Benefit Obligation atbeginning of the year 30,70,660 23,85,188 5,55,327 3,60,919Current Service Cost 3,04,102 2,94,825 2,03,609 2,03,284Interest Cost 2,45,653 1,90,815 44,426 28,874Settlement Cost - -Past Service Cost - -Employer Contribution - -Actuarial (Gain) / Loss 45,837 3,21,170 2,68,123 12,314Benefit Payment (11,39,189) (1,21,338) (1,91,639) (50,064)Present Value of Defined Benefit Obligation atthe end of the year. 25,27,063 30,70,660 8,79,846 5,55,327Change in Assets during the Year ended March 31, 2012Plan assets at the beginning of the year 2,02,478 1,85,760 - -Assets acquired in amalgamation in previous year - - -Expected Return on Plan Assets 17,211 16,718 - -Contribution by Employer - - -Settlements - - -Actual benefit paid - - -Actuarial (Gain) / Loss - - -Plan assets at the end of the year 2,19,689 2,02,478 - -Actuarial Assumption - -Discounting Rate 8% 8% 8% 8%Expected rate of return on plan assets - -Rate of escalation in Salary (p.a.) 5% 5% 5% 5%



The rate of escalation in salary (p.a.) considered in actuarial valuation is worked out after into account inflation, seniority,promotion and other relevant factors such as supply and demand in the employment market. Mortality rate are obtainedfrom the relevant data of Life Insurance Corporation of India.

(b) Liability in respect of Provident Fund is provided on actual contribution basis.K) Related Party disclosure under Accounting Standard 18.

The Company has no subsidiary or joint venture concern. The Company has identified all the related parties’ transactions duringthe year, as per details given below:During the year, there were no amounts written off or written back from such parties.Key Management Parties Related Parties

1. Piyush D. Shah2. Nilesh D.Shah Daudayal R. Shah HUF

Nilesh D Shah HUFChanda P ShahYamini D ShahPiyush D. Shah HUFShantaben D ShahMunish D. Shah HUFSatvik P. AgrawalPrachi S. AgrawalShagun Kunal MehraAlka N ShahSunita M AgarwalMunish D ShahMunira N AgrawalHardik AgrawalJamunadevi Educational TrustModutech Building Systems Pvt. Ltd

(in Rs.)SUMMARY Key Management Related Parties Total

1 Remuneration 3557938 - 35579382 Sitting Fees - 52500 525003 Lease Rent paid - 1300920 13009204 Rent - 564000 5640005 Consultancy - 114000 1140006 Salary 1068500 10685007 Unsecured Loan Payable 6065000 7320900 133859008. Educational Division Income - 2487371 24873719. Rent Income - 30000 30000

L) During the year ended 31st March, 2012 the revised schedule VI notified under the Companies Act,1956 has become applicableto the company for preparation and presentation of its financial statement. The adoption of revised schedule VI does not impactrecognisation and measurement principles followed for preparation of financial statements. However, it has significant impact inpreparation and disclosures made in financial statements. The Company has also reclassified the previous year’s figures inaccordance with the requirements applicable in the current year. In view of this reclassification certain figures of the current yearare not strictly comparable with those of previous year.





ATTENDANCE SLIP

PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THEMEETING HALL. ONLY MEMBERS OR THEIR PROXIES ARE ENTITLED TO BE PRESENT AT THEMEETING.

SL. NO. : FOLIO : SHARES :

I hereby record my presence at the TWENTY SEVENTH ANNUAL GENERAL MEETING, held at RegisteredOffice:- Hotel Surya Palace,Sayajigunj ,Vadodara ,Gujarat on Tuesday, the 25th September, 2012 at 3:30 p.m,as a Shareholder / Proxy.

(SIGNATURE OF THE SHAREHOLDER) (SIGNATURE OF THE PROXY)

NOTES :In the case of a Corporation this proxy shall be either given under the Common Seal or signed on its behalf byan Attorney or officer of the Corporation.Proxies to be valid must be deposited at the Registered Office of the Company:- Jindal Hotels Limited, SuryaPalace Hotel, Sayajigunj, Baroda - 390020, not later than 48 hours before the time for holding the meeting.

Signed this ____________________ day of ____________________ 2012

Signature ____________________

PROXY FORM

I / We ____________________________________________ of ___________________ in the district of

________________________ being a Member/Members of JINDAL HOTELS LIMITED, hereby appoint

_______________________________________ of in the district of __________________ or failing him

_____________________________ of ______________________ in the district of ________________ as

my/our Proxy to vote for me/us on my/our behalf, at the Twenty Seventh Annual General Meeting of the

Company to be held at Registered Office:- Hotel Surya Palace,Sayajigunj ,Vadodara ,Gujarat on Tuesday,

the 25th September, 2012 at 3:30 p.m. and at any adjournment thereof.

TEAR HERE

JINDAL HOTELS LIMITED, BARODAHotel Surya Palace, Sayajigunj, Baroda - 390 020.

www.suryapalace.com

JINDAL HOTELS LIMITED, BARODAHotel Surya Palace, Sayajigunj, Baroda - 390 020.

www.suryapalace.com

Affix` 1

RevenueStamp here

Signature

29



NOTES



To be sent by shareholder holding shares in physical mode only(Shareholders holding shares in demat mode are requested to give their E-mail ID to their Depository Participant (DP) i.e. wheredemat account is opened in the format provided by them)

REGISTRATION OF E-MAIL ID FORM

Date : _________________

To,

M/s. MCS Limited

Unit: Jindal Hotels Limited

Neelam Apartment, 1st Floor

88, Sampatrao Colony

Behind Standard Chartered Bank

Productivity Road

Vadodara - 390 007

Dear Sirs,

Sub: Implementation of Circular issued by MCA, Government of India on “Green Initiativesin Corporate Governance”- Registration of E-mail ID

I hereby give my consent to send me various documents viz. General Body Meeting Notices, Annual Reports including AuditedAccounts etc. through E-mail instead of sending them in the physical form. My details as to E-mail ID etc. are given below :

Folio Number

Name of First Shareholder

E-mail ID

Phone No

Address

Signature of Shareholder



NOTES

Documents

JINDAL HOTELS LIMITED, BARODA · JINDAL HOTELS LIMITED, BARODA Annual Report 2011-12 1 Board of Directors Mr. Ambalal State Bank of India,Patel (Chairman) Mr. Piyush Shah (Managing