DIRECTORS' REPORT To the Members, Your Directors hereby present the 72nd Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2015. Operating Results: The total revenue of the Company for the year ended 31st March, 2015 was stood at Rs. 488.04 lacs (previous year Rs. 479.41 lacs) and the profit before tax is Rs. 50.52 lacs (previous year Rs. 61.82 lacs). The profit after tax is stood at Rs. 38.04 lacs (previous year Rs. 39.10 lacs). Dividend on Equity and Preference Shares: Your Directors recommend dividend of Rs. 0.10/- (10%) per equity share of Re. 1/- each & Rs. 1.20/- (12%) on Preference Shares of Rs. 10/- each for the year ended 31st March, 2015. If approved, the dividend will be paid to the share holders / beneficial holders whose names appear in the Register of Members as on 21st September, 2015. The total amount of dividend outgo will be Rs. 37.50 Lacs including dividend tax (previous year dividend outgo Rs. 36.32 lacs including dividend tax). Fixed Deposit: The Company has neither invited nor accepted any deposits from Public within the meaning of Section 58A & 58AA of the Companies Act, 1956. Directors: Mrs. Neelam D. Kothari (DIN-02312332) was co-opted on the Board w.e.f. 20th March, 2015 as woman Director to comply the requirement of provision of Section 149 (1) of Companies Act 2013 who hold the office till the date of Annual General Meeting. The Company has received a notice from the member together with the Deposit of Rs. 1,00,000/-signifying his intention to propose Mrs. Kothari for the office of woman director. Mr. Mangal S. Chheda and Mr. Mehernoz C. Dangore who are already on the Board of the Company as Independent Directors are being appointed in the same position for a period 5 (five) years at the forthcoming Annual General Meeting of the Company pursuant to sub-sections (4) and (10) of Section 149 and other applicable provisions, if any, of the Companies Act, 2013. In accordance with sub-section (13) of Section 149, these Independent Directors will not retire by rotation. The Company has received Notices from shareholder(s) proposing the appointment of Mr. Mangal S. Chheda, and Mr. Mehernoz C. Dangore as Independent Directors on the Board for a period of 5 years at the forthcoming Annual General Meeting of the Company. The particulars of Directors are given in the Annexure to the Notice. The board, therefore, recommends their appointment / re-appointment as director / independent directors of the Company. Directors Responsibility Statement: Pursuant to sub-section (5) of section 134 of the Companies Act, 2013, the Board of Directors of the company hereby state and 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) they 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 and of the profits of the Company for that period; iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) they have prepared the annual accounts on a going concern basis; v) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively. Corporate Social Responsibility (CSR): Your Company's social welfare and community development initiatives focus on the key areas of education, health care. As a social responsible Corporate Citizen, the company continues to support a wide spectrum of community initiative through N.G.O.s / Charitable Institutes as well as programs for health, education and environment. Also your company do carry Medical Camps for the locals of Matheran & around on Regular Basis, including vaccination for school children. These projects are largely in accordance with Schedule VII of the Companies Act, 2013. Vigilance Function : Your Company has developed a structured mechanism of vigilance functions and its focused towards creation of value for all the stakeholders. The practices involve multi-layer checks and balances to improve transparency. Vigilance Awareness and preventive vigilance activities were continuously carried out during the year. Guidelines of central vigilance commission (CVC) are being followed. Particulars of Loan, Guarantees and Investments under Section 186: During the year Company has not given any loan, guarantee or made investment covered under Sec 186 of CA, 2013. Related Party Transactions: All Related Party Transactions that were entered into during the financial year were on an arm's length basis and in the ordinary course of business. Please refer point 'j' of Note 20 to the Notes to the accounts. Subsidiaries, Joint Ventures and Associate Companies: During the year under review, no company has become or ceased to be the Company's subsidiaries, joint ventures or associate companies. Details Of Significant And Material Orders Passed By The Regulators, Courts And Tribunals: No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future. Disclosures Under Sexual Harassment Of Women At Workplace (Prevention, Prohibition & Redressal) Act, 2013: The Company is committed to provide a safe and conducive work environment to its employees. During the year under review, no case of sexual harassment was reported. Material Changes And Commitment If Any Affecting The Financial Position Of The Company Occurred Between The End Of The Financial Year To Which This Financial Statements Relate And The Date Of The Report: No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report Meetings: During the year 7 Board Meetings were held. Meetings were held on 30.05.2014, 14.07.2014, 14.08.2014, 21.08.2014, 14.11.2014, 13.02.2015 and 20.03.2015. Extract of Annual Return: The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure 1" Auditors: M/s Amar Bafna & Associates (Firm Registration No. 114854W ) ,Chartered Accountants have been appointed as statutory auditors of the company at the last Annual General Meeting held on 22.08.2014 for a period of Five years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting. Auditors Report: The comments made in Auditors Report read with notes on accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. Listing: The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd., Mumbai. It may be noted that there are no payment outstanding to the said Exchange by way of listing fees etc. Secretarial Audit Report: In accordance with Section 204 of the Companies Act, 2013, the Company had appointed M/s. N. Bafna & Co., Company Secretaries as Secretarial Auditors for the financial year ended 31st March, 2015. The Secretarial Auditor's report forms part of the Annual Report. Particulars of Employees: Information as per Section 197 of the Companies Act, 2013 (the 'Act') read with the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to your company since none of the employees is employed on a remuneration of Rs. 5,00,000/- p.m. or Rs. 60,00,000/- p.a. Energy Conservation, Technology Transfer and Foreign Exchange Earnings and Outgo: Information required to be disclosed pursuant to section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earning & outgo are furnished hereunder: a) Conservation of Energy: The Company has always given high priority to energy conservation. Constant efforts have been made to reduce energy consumption on continuos basis. Employee awareness and effective monitoring of uses of energy are being pursued. The Company is also examining the use of alternative source of energy. It had already implemented Hot Water System at the hotel site and converting normal lighting to PL/CFL lighting to save fuel and electricity consumption to the considerable extent. b) Technology Absorption: The company being in the hospitality industry, its activities do not as such involve any technology absorption or expenditure on research and development. Nonetheless, the Company's endeavors would be to achieve what is best possible in its business. c) Foreign Exchange Earnings & Outgo: Rs. 3.18 Lacs being realization under credit cards (Previous year Rs. 1.94 Lacs). Outgo Rs. Nil (Previous year Rs. Nil). Corporate Governance: Provision of Clause 49 of Listing Agreement in respect of Corporate Governance is not applicable to your Company since the paid up capital of the company is less than Rs. 3 crore. Acknowledgements: Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, Central & State Government, Local Authorities and all other authorities during the year under review. Your Directors also like to thanks to its customers, contractors and suppliers for their continuous support and confidence in its management. Your Directors would like to appreciate the efforts of the Company's employees for their continued support extended to the company. For and on behalf of the board, Vinaychand Kothari Chairman Mumbai, 14th August, 2015 |