AFFLUENCE

DIRECTORS’ REPORT TO THE SHAREHOLDERS
Your Directors present the Sixth Annual Report together with the audited accounts of your Company for the year ended 31st March, 2013.

OPERATIONS:
During the year under review, total income of your Company declined to Rs. 79 Lakh as against Rs. 166 Lakh during the previous financial year resulting in a net loss of Rs. 285 Lakh for the year under review as against of Rs. 100 Lakh in the previous financial year. Fall in the revenue is primarily attributed to the Company’s property being inoperational during part of the year under review due to renovation and upgradation. During the year under review, your Company repaid its entire outstanding Secured Loan availed from Rajasthan State Industrial Development and Investments Corporation (“RICCO”) and IDBI Bank and other unsecured loans by borrowing an unsecured loan from the holding company, Mahindra Holidays & Resorts India Limited.

DIVIDEND:
In view of the losses, your Directors do not recommend any Dividend for the year under review.

HOLDING COMPANY:
During the year under review, your Company became a wholly owned subsidiary of Mahindra Holidays & Resorts India Limited with effect from 9th August, 2012 and consequently became a subsidiary of the ultimate holding company, Mahindra & Mahindra Limited.

DIRECTORS:
Mr. Aloke Ghosh, Mr. Dinesh Shetty and Mr. Ravindera Khanna were appointed as Additional Directors of the Company with effect from 9th August, 2012. Your Company has received a Notice from a member under Section 257 of the Companies Act, 1956, signifying its intention to propose Mr. Aloke Ghosh, Mr. Dinesh Shetty and Mr. Ravindera Khanna as candidates for the office of Directors at the forthcoming Annual General Meeting.

During the year under review, Mr. Surendra Singh Tanwar and Mr. Pratap Singh resigned from the Directorship of the Company with effect from 10th August, 2012. The Board places on record its sincere appreciation for the valuable services rendered and guidance received from them during their tenure as Directors of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors, based on the representations received from the Operating Management, and after due enquiry, confirm that:
(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;
(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the loss of the Company for the year ended on that date;
(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis.

AUDITORS:
Messrs S.C. Bapna & Associates, Chartered Accountants, Jaipur retire as Auditors of the Company at the ensuing Annual General Meeting and have given their consent for re-appointment. The members are requested to appoint Auditors from the conclusion of the forthcoming Annual General Meeting until the conclusion of next Annual General Meeting and fix their remuneration.

As required under the provisions of Section 224(1B) of the Companies Act, 1956, the Company has obtained a written certificate from the above Auditors proposed to be re-appointed to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

PUBLIC DEPOSITS AND LOANS/ADVANCES:
Your Company has not accepted any deposits from the public or its employees during the year under review.

Your Company has not made any loans/advances of the nature, which are otherwise required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreements of the parent companies Mahindra Holidays & Resorts India Limited and Mahindra & Mahindra Limited with the Stock Exchanges.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology for more efficient operations.

The particulars relating to the energy conservation and technology absorption, as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure I to this Report.

FOREIGN EXCHANGE EARNING AND OUTGO:
There were no foreign exchange earnings and outgo during the financial year ended 31st March, 2013.

PARTICULARS OF EMPLOYEES:
The Company had no employee, who was employed throughout the Financial Year and was in receipt of remuneration, of not less than   Rs. 60,00,000 per annum during the year ended 31st  March, 2013, or was employed for a part of Financial Year and was in receipt of remuneration of not less than Rs. 5,00,000 per month during any part of the year.

SECRETARIAL COMPLIANCE CERTIFICATE:
In accordance with the provisions of Section 383A of the Companies Act, 1956, a certificate from Mr. Manoj Maheshwari, Company Secretary in Whole-time Practice, certifying that the Company has complied with all the provisions of the Companies Act, 1956 is given in the Annexure II to this Report.

ACKNOWLEDGEMENTS:
The Board expresses its gratitude and appreciates the assistance and co-operation received from the Creditors, Banks, Government Authorities, Customers and Employees during the year under review.

For and on behalf of the Board

Aloke Ghosh      Ravindera Khanna
Director              Director

Date: 12th April, 2013
Place: Chennai

ANNEXURE I TO THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH, 2013

PARTICULARS AS PER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 AND FORMING PART OF THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH, 2013.
A.CONSERVATION OF ENERGY
a. Energy Conservation measures taken: The operations of your Company are not energy-intensive. However, adequate measures have been initiated to reduce energy consumption.

b. Additional investments and proposals, if any, are being implemented for reduction of consumption of energy:
1.Installation and retrofitting of energy efficient CFL/LED lights.
2.Installation of motion and time control for lighting systems.

c. Impact of the measures taken/to be taken at (a) & (b) above for reduction of energy consumption and   consequent impact on the cost of production of goods:

    The above measures have resulted in reduction of Energy consumption.

d. Total energy consumption and energy consumption per unit of production as per Form–A of the Annexure to the Rules in respect of industries specified in the schedule: Not Applicable.

B.TECHNOLOGY ABSORPTION

Research & Development (R&D)