Gujarat Hotels Ltd

1. To consider and adopt the Financial Statements of the Company for the financial year ended 31st March, 2015, and the Reports of the Board of Directors and the Auditors.

2. To declare dividend for the financial year ended 31st March, 2015.

3. To appoint a Director in place of Mr Nakul Anand (DIN: 00022279), who retires by rotation and, being eligible, offers himself for re-election.

4. To consider and, if thought fit, to pass the following resolution which will be proposed as an Ordinary Resolution:-

“Resolved that pursuant to the provisions of Sections 139 and 142 of the Companies Act, 2013, the appointment of Messrs Talati & Talati, Chartered Accountants (Registration No. 110758W), as the Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the Thirty-Fourth Annual General Meeting be and is hereby ratified, and remuneration of ' 30,000/- to Messrs Talati & Talati to conduct the audit for the financial year 2015-16 plus service tax as applicable, and reimbursement of out-of-pocket expenses incurred, be and is hereby approved.”

SPECIAL BUSINESS

5. To consider and, if thought fit, to pass, the following resolution which will be proposed as an Ordinary Resolution:-

“Resolved that Ms Devkanya Roy Choudhury (DIN: 07066556) be and is hereby appointed as a

Non-Executive Director of the Company whose period of office shall be liable to determination by retirement of directors by rotation.”

The Register of Members of the Company will remain closed from Tuesday, 22nd September, 2015 to Tuesday, 29th September, 2015, both days inclusive. Share Transfers received in order at the Company's Registrars and Share Transfer Agents, Messrs MCS Share Transfer Agent Limited, 10, Aram Apartment, 12, Sampatrao Colony, Alkapuri, Vadodara - 390 007 by 5:30 pm on Monday, 21st September, 2015, will be processed for payment of dividend, if declared, to the transferees or to their mandatees and the dividend, if declared, will be paid on Thursday, 8th October, 2015 to those Members entitled thereto and whose names will appear on the Register of Members of the Company on 29th September, 2015, or to their mandatees, subject however to the provisions of Section 126 of the Companies Act, 2013. In respect of dematerialised shares, the dividend will be paid on the basis of beneficial ownership as on 21st September, 2015 as per details to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for this purpose.