To

The Members

Polo Hotels Limited.

Your Directors have pleasure in submitting their 32nd Annual Report together withaudited accounts for the year ended on 31st March 2016.

Financial Results

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 2.65 to the general reserve out of the amountavailable for appropriation

OPERATIONS

The company is running The Hotel North Park owned by the Company achieved turnover ofRs. 119.64/- Lakhs during the year and there was profit for Rs 3.33/- lakhs. Yourdirectors are in hope for good turnover and good profits for the upcoming year.

FIXED DEPOSITS

We have not accepted any fixed deposits and as such no amount of principal orinterest was outstanding as of the Balance Sheet date.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Company has not entered into Contracts or Arrangements with Related Parties andthus Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 are not appended to this Report of Directors .

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and the date of the report.

MANAGEMENT'S DISCUSSION AND ANALYSIS

In terms of the provisions of Clause 49 of the Listing Agreement the Management'sdiscussion and analysis is set out in this Annual Report.

PARTICULARS OF EMPLOYEES

During the year under consideration and during this Financial Year there are noemployees in receipt of remuneration of Rs. 60 lakh or more or employed for part of theyear and in receipt of Rs. 5 lakh or more a month as stated under Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and thus noseparate Statement is being annexed to the Board's report.

CORPORATE GOVERNANCE

Corporate governance is an ethically driven business process that is committed tovalues aimed at enhancing an organization's brand and reputation. This is ensured bytaking ethical business decisions and conducting business with a firm commitment tovalues while meeting stakeholders' expectations. At Polo Hotels Limited it is imperativethat our company affairs are managed in a fair and transparent manner. This is vital togain and retain the trust of our stakeholders.

During the Year under consideration we continue to benchmark our corporate governancepolicies with its best. We also comply with the Securities and Exchange Board of India(SEBI)'s guidelines on corporate governance. We have documented our internal policies oncorporate governance. Several aspects of the Regulations such as the Whistleblower Policyand Code of Conduct and Ethics have been incorporated into our policies. Our Corporategovernance report for fiscal 2015 forms part of this Annual Report.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage.

NUMBER OF MEETINGS OF THE BOARD

The Board met 4 (four) times during the financial year the details of which are givenin the Corporate governance report that forms part of this Annual Report. The interveninggap between any two meetings was within the period prescribed by the Companies Act 2013.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on March 31 2015 the Board consists of 7 members 4 (Four) of whom areIndependent directors and 3 (Three) are non-independent directors. The Board periodicallyevaluates the need for change in its composition and size.

The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Sub section (3) of Section 178 of the Companies Act2013 adopted by the Board. We affirm that the remuneration paid to the directors is asper the terms laid out in the nomination and remuneration policy of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Clause 49 of the ListingAgreement.

BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review theBoard evaluation framework. The Companies Act 2013 states that a formal annual evaluationneeds to be made by the Board of its own performance and that of its committees andindividual directors. Schedule IV of the Companies Act 2013 states that the performanceevaluation of independent directors shall be done by the entire Board of Directorsexcluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe Corporate governance report section in this Annual Report. The Board approved theevaluation results as collated by the nomination and remuneration committee.

TRAINING OF INDEPENDENT DIRECTORS

Every new independent director of the Board attends an orientation program. Tofamiliarize the new inductees with the strategy operations and functions of our Companythe executive directors / senior managerial personnel make presentations to the inducteesabout the Company's strategy operations product and service offerings markets softwaredelivery organization structure finance human resources technology qualityfacilities and risk management.

RE APPOINTMENTS

As per the provisions of the Companies Act 2013 Mr. Amardeep Singh Dahiya (DIN00468413) retires at the ensuing Annual General Meeting and being eligible seeks reappointment. The Board recommends his re appointment.

Sh. Amardeep Dahiya Director of the company is managing the affairs of the company andrendering his services as Managing Director of the company since 30.07.2005. The Board ofDirectors of the company have appointed him as Managing Director of the company at theirmeeting held on 30.05.2016 for a further period of 5 years w.e.f. 01.04.2016 subject toapproval of Shareholders at their forthcoming Annual General meeting. The remuneration ofSh. Amardeep Dahiya Managing Directors of the company has been recommended Rs. 100000/-per months and other perks within the limit prescribed under Schedule XIII and otherapplicable provisions of Act Companies Act or any other applicable statute and subject tothe approval of Shareholders at their forthcoming Annual General meeting.

The Board recommends the re-appointment of Mr. Amardeep Singh Dahiya (DIN 00468413).

As per the provisions of the Companies Act 2013 Mr. Devender Jain (DIN 00205635)retires at the ensuing Annual General Meeting and being eligible seeks re appointment.The Board recommends his re appointment.

The Board recommends the re-appointment of Mr. Devender Jain (DIN 00205635).

COMMITTEES OF THE BOARD

Currently the Board has 3 (Three) committees namely the audit committee nominationand remuneration committee and stakeholders relationship committee. All committeesexcept the corporate social responsibility committee consist entirely of independentdirectors.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (C) OF THECOMPANIES ACT 2013

The financial statements are prepared in accordance with the Generally AcceptedAccounting Principles (GAAP) under the historical cost convention on accrual basis exceptfor certain financial instruments which are measured at fair values. GAAP comprisesmandatory accounting standards as prescribed under Section 133 of the Companies Act 2013('the Act') read with Rule 7 of the Companies (Accounts) Rules 2014 the provisions ofthe Act (to the extent notified) and guidelines issued by the Securities and ExchangeBoard of India (SEBI).

There are no material departures from prescribed accounting standards in the adoptionof these standards.

The directors confirm that :

• In preparation of the annual accounts for the financial year ended March 312015 the applicable accounting standards have been followed.

• The directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period.

• The directors have taken proper and sufficient care towards the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

• The directors have prepared the annual accounts on a going concern basis.

• The directors have laid down internal financial controls which are adequate andare operating effectively.

• The directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectively.

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement the auditors' certificate oncorporate governance is enclosed to the Board's report.

STATUTORY AUDITORS

M/s Ashwani K. Gupta & Associates Chartered Accountant are the present auditors ofthe company. In terms of the provisions of Section 224 of the Companies Act 1956 theywould retire at the forthcoming 32 Annual General Meeting of the company Being eligiblethey have offered themselves for re-appointment. The Board recommends their re-appointmentas auditors of the company for the financial year 2016-17.

SECRETARIAL AUDITOR

Mrs. Sneha Kanitkar of Kanitkars & Associates Practicing Company SecretariesMumbai was appointed to conduct the secretarial audit of the Company for the financialyear 2015 16 as required under Section 204 of the Companies Act 2013 and Rulesthereunder. The secretarial audit report for FY 2015 16 forms part of the Annual Report asto the Board's report.

Mrs. Sneha Kanitkar of Kanitkars & Associates Practicing Company SecretariesMumbai are reappointed as Secretarial Auditor of the Company for the financial year 201617.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended to the Board's report.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION

Not applicable because the company is not a manufacturing company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Nil because your company has neither earned any foreign exchange nor it has incurredany expenditure in foreign exchange during the year under report.

ACKNOWLEDGMENTS

We thank our customers vendors investors and bankers for their continued supportduring the year. We place on record our appreciation of the contribution made by ouremployees at all levels. Our consistent growth was made possible by their hard worksolidarity cooperation and support. We also thank all associated agencies for theirsupport and look forward to their continued support in the future.