Dear Members,

The Board has pleasure in presenting the 11^th Annual Report of the Company together with the audited financial statements of the Company for the financial year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS

Your Company’s performance for the financial year ended 31st March, 2018 is summarised as under:

TRANSFER TO RESERVES

During the financial year 2017-18 an amount of Rs. 150 lacs (Rs. 150 lacs last year) has been transferred to General Reserve out of amount available for appropriations.

DIVIDEND

The Board of Directors are pleased to recommend a dividend of Rs. 2.50 per equity share (previous year Rs. 2/- per equity share) on 11,527,797 equity shares of Rs. 10/ - each for the year ended 31st March, 2018. The total cost to the Company on account of dividend payment will be Rs. 347.43 lacs including dividend distribution tax of Rs. 59.24 lacs resulting in a payout of 23.57% of the standalone profits after tax of the Company.

BUSINESS OVERVIEW AND OPERATING PERFORMANCE/ STATE OF COMPANY’S AFFAIRS

During the financial year 201 7-18, Hyatt Regency Kolkata (the hotel) has been successful in securing major project-based business and could sustain its leading position in wedding related business in the city. As weddings prop up revenue, the hotel has been nearly successful in booking all the relevant wedding dates during the last year. The hotel enhanced its rank on RevPAR level through innovative pricing technique which, in turn, did boost up the customer experience, loyalty built up and achieving repeat revenue. Further, with increased supply and competition, customer retention and creating experiences for guests had been the focus for the year. Guest’s satisfaction is measured by hotel online surveys where the hotel over achieved its customer service goal for 2017 by 8% and also achieved the Net Promoter score goal set for the year.

During the financial year 2017-18, there were no material changes and commitments affecting financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements and the report relate. Further, there has been no change in the nature of business of the Company.

SUBSIDIARY COMPANIES

The Company has two subsidiaries, namely, GJS Hotels Limited, a wholly owned and a material non-listed Indian Subsidiary, Regency Convention Centre and Hotels Limited, a wholly owned and a material non-listed Indian Subsidiary and one step-down subsidiary, namely Robust Hotels Private Limited. There has been no significant developments in the matters concerning the subsidiaries during the year under review.

With reference to GJS Hotels Limited, the Company is awaiting sanction of drawings submitted to the Bhubaneswar Municipal Corporation and continues to engage in dialogue with the Government of Odisha for extension of time to start construction and complete the hotel project at the site.

As regards Regency Convention Centre and Hotels Limited, during the financial year under review, your subsidiary continues to engage in dialogues with the parties concerned and has been exploring opportunities to settle the disputes amicably. Your Board is hopeful of a positive outcome.

Your subsidiary, Robust Hotels Private Limited (Chennai) was adversely affected during the period commencing from April, 2017 till August, 2017 due to reasons beyond the control of the management. The reasons include : liquor ban imposed by state government, delay in completion of metro rail work in front of the hotel and adverse market condition.

In spite of the above, Hyatt Regency Chennai (Robust) managed to keep the Rev PAR at the same level as in the previous year 2016-17.During the financial year under review, the turnover was Rs. 88.43 crores as compared to 98.74 crores in the previous year and EBDITA was Rs. 22.07 crores as compared to Rs. 26.09 crores in the previous year. Your directors are hopeful of better performance of Robust in the current financial year.

In terms of proviso to sub section (3) of Section 129 of the Companies Act, 2013, a statement containing salient features of the financial statement of each of the subsidiaries of the Company in Form AOC-1 is annexed herewith marked as Annexure I to this Report. The audited financial statement of each of the subsidiaries has also been uploaded on the website of the Company viz. www.ahleast.com

Neither of your subsidiary company has ceased to be subsidiaries during the financial year nor any has become new subsidiary company during the financial year. Your Company does not have any joint venture company, holding company and associate company during the financial year under review.

The Consolidated Financial Statements of the Company are prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS’) and forms an integral part of this report.

SCHEME OF ARRANGEMENT

The Company entered into a Scheme of Arrangement with GJS Hotels Limited, Robust Hotels Private Limited and their respective shareholders (“the Scheme”) as approved by the Board Members on 10th February, 2017. During the year under review, an application was filed at the Hon’ble National Company Law Tribunal (NCLT), Kolkata Bench and Chennai Bench for directing the meeting of the equity shareholders and unsecured creditors of the Company pursuant to Section 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

Pursuant to the NCLT order, Kolkata Bench dated 21 st December, 2017 as modified by an order dated 4th January, 2018, separate meetings of the equity shareholders and unsecured creditors of the Company was held on 21st February, 2018 wherein the resolution for the Scheme was passed by the requisite majority. The Company has already filed a petition for sanctioning of the Scheme before the Hon’ble NCLT, Kolkata Bench on 28th March, 2018 and is awaiting the final hearing on the same.

Further, NCLT, Chennai Bench on 26th March, 2018 dispensed with meetings of the shareholders of the Company and the application was listed for hearing on 26th April, 2018. The order of the same has not been uploaded at the website of NCLT, Chennai Bench, as the Company is yet to receive the order.

AUDITORS & AUDITORS’ REPORT

M/s. Singhi& Co., Chartered Accountants, (Firm Registration No. 302049E), was appointed as the Statutory Auditors of the Company at the Annual General Meeting (AGM) held on 28th July, 2017 for a period of five (5) consecutive years. They have submitted a certificate confirming that their appointment is in accordance with Section 139 read with Section 141 of the Companies Act, 2013.

The report of the Statutory Auditors along with the notes to accounts is enclosed to this report and contains an Unmodified Opinion. The report does not contain any qualification, reservation, adverse remark or disclaimer.

INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, your Board based on the recommendation of the Audit Committee, appointed M/s. S.S. Kothari Mehta & Co. to conduct internal audit for the financial year 2018-19.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Board had appointed M/s. D. Raut & Associates, Practicing Company Secretary, to undertake Secretarial Audit of your Company for the financial year 2018-19. The Secretarial Audit Report in Form MR-3 for the financial year ended 31st March, 2018 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Company’s Articles of Association, Mr. Umesh Saraf (DIN:00017985), Director retires by rotation and, being eligible, offers himself for reappointment at the ensuing Annual General Meeting. The Board recommends his reappointment.

Pursuant to Section 149 of the Companies Act, 2013 read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the term of office of Mr. Amal Chandra Chakrabortti (DIN : 00015622), Mr. Padam Kumar Khaitan (DIN : 00019700) and Mr. Rama Shankar Jhawar (DIN : 00023792), independent directors of the Company appointed at the Annual General Meeting held on 30th July, 2014 for a term of five (5) consecutive years, expires on 31st March, 2019.

Based on the recommendation of the Nomination and Remuneration Committee and Board of Directors of the Company, members are requested to approve the reappointment of the above directors for a second term of five (5) consecutive years commencing from 1st April, 2019 till 31st March, 2024.

Further, in terms of Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements (Amendment) Regulations, 2018, which is effective from 1st April, 2019, the continuation of Directorship of Mr. Radhe Shyam Saraf (DIN : 00017962), Non-Executive Chairman, Mr. Amal Chandra Chakrabortti and Mr. Rama Shankar Jhawar, Non-Executive Independent Directors of the Company, who have already attained the age of 75 years is recommended for the approval of the Members by way of Special Resolution at the forthcoming Annual General Meeting.

No Director or Key Managerial Personnel was appointed or has resigned during the financial year 2017-18. Details of Directors seeking re-appointment as required under Regulation 36(3) of the SEBI (Listing Obligations &Disclosure Requirements) Regulations, 2015 forms a part of the notice calling Annual General Meeting of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION AND NOMINATION AND REMUNERATION POLICY

Pursuant to Section 134(3)(p), Schedule IV (VIII) of the Companies Act, 2013 and Regulation 17(10) and 19(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 (Listing Regulations),the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors as per the prescribed criteria adopted by the Board.

The performance of the Board was evaluated by the Board after seeking inputs from the Directors on the basis of specified criteria such as the Board Composition and structures, effectiveness of board processes, information and functioning etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria, such as, composition of Committees, effectiveness of Committee Meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of contribution of the Directors at the Board and Committee meetings in regard to preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At a separate meeting of Independent Directors held on 7th March, 2018, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account views of Executive and Non-Executive Directors. The same was discussed at the next Board Meeting at which the performance of the Board, its Committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board excluding the Independent director being evaluated. The Directors have expressed their satisfaction with the evaluation process and the performance results. The Policy on performance evaluation of Directors can be accessed on the Company’s website: www.ahleast.com Your Company had adopted a Nomination & Remuneration Policy for the Directors, KMP and other employees of the Company as recommended by Nomination and Remuneration Committee at its meeting held on 31st March, 2017 which is annexed as Annexure III to this Report.

BOARD DIVERSITY

The Company recognizes and believes that a diverse Board will enhance the quality of the decisions made by the Board by utilizing different skills, qualifications, professional experiences, knowledge, gender, ethnicity, background and other distinguished qualities etc. of the members of the Board, necessary for effective corporate governance, sustainable and balanced development.

The Board recognizes the importance of a diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity. The Board diversity policy is available on our website: www.ahleast.com

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Sections 134(3)(c) and 134(5) of the Companies Act, 2013 for the preparation of the annual accounts for the financial year ended 31st March, 2018 and based upon representations from the Management, the Board states that:

a) in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to conservation of energy, technology absorption and foreign exchanges earning and outgo to the extent possible in the opinion of your Directors, is annexed hereto being Annexure IV and forming part of this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure V and forms a part of this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered by the Company during the financial year under review were in the ordinary course of business and on arm’s length basis. There were no contracts or arrangements entered into by the Company in accordance with the Section 188 of the Companies Act, 2013 and there was no material related party transactions in terms of Regulation 23 of the Listing Regulations. Thus, disclosure as required in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not relevant to the Company at present. Prior omnibus approval was obtained for related party transactions which are repetitive in nature and entered in the ordinary course of business and are at arm’s length. All related party transactions were placed before the Audit Committee for review on a quarterly basis.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board can be accessed on the Company’s website: www.ahleast.com.The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

The details of the transactions with related parties are set out in Note nos. 43 & 49 to the Standalone and Consolidated Financial Statements respectively pursuant to Ind AS.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

Pursuant to Schedule V of Regulation 34(3) of the Listing Regulations, Report on Management Discussion and Analysis as Annexure-VI and Corporate Governance Report as per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Annexure-VII and Compliance Certificate on Corporate Governance from the Company’s Auditors are annexed to this Report.

CORPORATE SOCIAL RESPONSIBILITY(CSR)

As required under Section 135 of the Companies Act, 2013, during the financial year 2017-18, your Company has spent Rs. 26,58,800/- slightly more than 2% of average net profit of the Company made during three (3) immediately preceding financial years. Rs. 58,800/- (Rupees Fifty Eight Thousand Eight Hundred only) was contributed to M/s. Indian Association of Blood Cancer & Allied Diseases, Kolkata and Rs. 26,00,000/- was contributed to M/s. FCS Foundation, a trust which has an established track record of atleast 3 years in carrying on CSR activities in related areas and have recently undertaken some school and education projects. The Annual Report on CSR activities for the financial year 2017-18 is annexed and marked as Annexure-VIII to this report.

Besides the above, the hotel has also been involved in many CSR activities under “Hyatt Thrive” umbrella. The focus area during the financial year 2017-18 was introducing new NGOs towards making a better tomorrow and extending the support for diverse projects. Visiting Tolly Homes (Old Age Home) to add smile to the faces of those sheltered there and helping LP4Y (Life Project for Youth) towards empowering the youth and developing employability were initiatives undertaken to cover a wide range of age groups. Further, the hotel also organized Handmade Jewellery Exhibition for the women of Little Big Help providing them a platform to showcase their creativity and generate revenue. Our team members also participated in various Marathons during the year. The Team at the Company created various energizing experiences by volunteering in social activities, in addition to monetary contribution in the entire financial year 2017-18.

The Company’s CSR Policy formulated in accordance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is available on the Company’s website : www.ahleast.com

INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

Your Company has an Internal Control System which commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organization. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Audit Committee monitors and evaluates the efficacy and adequacy of internal control systems in your Company, its compliance with operating systems, accounting procedures and policies of your Company. Based on the Internal Audit Report, the Management undertakes corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board. In the view of the Statutory Auditors of the Company, the internal financial controls with respect to financial reporting were adequate and operating effectively during the financial year.

RISK MANAGEMENT

Your Company has adopted a Risk Management Policy, pursuant to the provisions of Section 134 of the Companies Act, 2013 to identify and evaluate business risks and opportunities for mitigation of the same on a continual basis. This framework seeks to create transparency, minimize adverse impact on business objective and enhance your Company’s competitive advantage. In your company, risks are carefully mapped and a risk management framework is involved.

Your Company is faced with risks of different types, each of which need varying approaches for mitigation. Details of various risks faced by your Company and their mitigation are provided in the Management Discussion and Analysis.

DISCLOSURES:

A) EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return of the Company in form MGT-9, as required under Section 92(3) of the Companies Act, 2013 is annexed herewith as Annexure-IX to this Report.

B) MEETINGS OF THE BOARD

During the financial year 2017-1 8, the Board of Directors had four (4) meetings. These were held on 25th May, 2017, 28th July, 2017, 7th November, 2017 and 28th January, 2018. The details in relation to attendance at the meetings are disclosed in the Corporate Governance section which forms a part of this report.

C) COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of three (3) Directors amongst which two (2) are Independent Non-Executive Directors, namely Mr. Amal Chandra Chakrabortti and Mr. Rama Shankar Jhawar and one (1) is Joint Managing Director namely Mr. Umesh Saraf. There have been no instances during the financial year when recommendations made by the Audit Committee were not accepted by the Board. The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

D) SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

E) VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has adopted a Whistle Blower Policy to provide a mechanism for the Directors and employees to report genuine concerns about any unethical behavior, actual and suspected fraud or violation of your Company’s Code of Conduct. No person has been denied access to the Chairman of the Audit Committee. The provisions of the policy are in line with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 22 of the Listing Regulations. The vigil mechanism/whistle blower policy can be accessed on the Company’s website: www.ahleast.com During the year under review, the Company did not receive any complaint under the policy.

F) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always shown concerns to each and every employee working in the organization. It has zero tolerance towards sexual harassment at workplace and has an Internal Complaints Committee to consider and redress complaints of sexual harassment. The Company has also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder with the objective of providing safe working environment for the benefit of the employees .

During the calendar year 2017, the Company has received no complaints on sexual harassment.

G) PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY PROVIDED

The particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements.

H) PARTICULARS OF REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are provided in Annexure-X to this report.

I) GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions on these items during the financial year 2017-18 under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. The Joint Managing Directors of the Company did not receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which could impact the going concern status and Company’s operations in future.

ACKNOWLEDGEMENT

Your Board express their deep sense of appreciation for the contribution made by the employees to the significant improvement in the operations of the Company.

The Directors also thank all associates including customers, the Government of India, Government of West Bengal, Government Agencies, Hyatt Hotels Corporation, U.S.A., Bankers, Suppliers, Shareholders and others for their continuous co-operation and support.

For and on behalf of the Board of Directors

Umesh Saraf Rama Shankar Jhawar

Chennai Joint Managing Director Director

9th May, 2018 (DIN : 00017985) (DIN : 00023792)