M/S AJWA FUN WORLD & RESORTS LIMITED VADODARA
Your Directors have pleasure in presenting their Twenty First Annual Report togetherwith the Audited Accounts for the year ended 31st March 2014.
| || ||(Rs. in lacs) |
|Particulars ||2013-14 ||2012-13 |
|Income- Revenue ||362.54 ||584.50 |
|OTHER INCOME ||8.61 ||28.09 |
|Profit/(Loss) before depreciation &Tax ||37.11 ||117.46 |
|Less: Depreciation ||71.55 ||46.85 |
|Profit/(Loss) before Tax ||(34.44) ||70.61 |
|Provision for Income Tax ||- ||12.00 |
|Net Profit / (Loss) after Tax ||(34.44) ||58.61 |
OPERATIONS & STRATEGIC PLANNING
During the year under review the Board of Directors of your Company have charted theplan and strategy to dynamically activate the operations in Entertainment and TourismSector on horizontal and vertical directions. During the year under review the operationsof your company has posted the operational loss on standalone basis.
You will be happy to know that company has maintained steady growth in its operationand the scale of activities have increased since your company is in expansion mode.
Almost all other revenue generation areas i.e. Food and Beverages Income from otherrecreational facilities Branding and Sponsorships Rental and Merchandising have shownconsistent results.
With a view to effecting the expansion your company has successfully erected the RESORTFacilities with a capital expenditure of Rs. 204 lacs (Approx.) & the WATER PARK hasbeen in full operation cropping the revenue generations. The Board of Directors aredetermined to put the company on the success and profitable tracks to reward the membersfor their investment and trust reposed in the management.
FUTURE BUSINESS PROSPECTS:
The amusement park projects for turnkey contracts are in the advance stage ofimplementation and barring unforeseen circumstances prospect of project business is goodin future of course full of challenges in competitive market.
With aggressive marketing scheme good number of booking of events and with an emphasison increasing Foods & Beverages sales barring any unforeseen circumstances yourcompany looks to future with confidence.
The water park and amusement park footfall are showing increasing trend and with theaddition of a new inflatable water slide we expect to get better footfall in Water Parkduring the peak summer season.
Your company is above in advance stage of articulation of a Spa and Resort with ultramodern amenities and beatification engraved with banquet hall Marriage Party HallSwimming Pool and SPA at Ajwa Vadodara an Industrially developed city.
Your Board of Directors does not recommend any dividend in view that your company is inneed of money for its future expansion and development. However the Board of Directors ofyour company is determined to reward the members by increasing the worth of your companyin future with value additions to the investment of shareholders of the company.
MANAGEMENT'S DISCUSSION AND ANALYSIS
The report on MANAGEMENT DISCUSSION AND ANALYSIS as required under the ListingAgreement is included in this Report. Certain statements in the said Report may be forwardlooking. Many factors may affect the actual results and performance which could bedifferent from what the Directors envisage in terms of the future performance and outlook.
In terms of the provisions of SEC 152 of the Companies Act 2013 & Articles ofAssociation of the company MR PRADYUMAN PANDYA Director of the Company retire by rotationat the ensuing Annual General Meeting and being eligible offer theme selves forre-appointment.
In terms of the provisions of SEC 149 152 read with schedule IV and other applicableprovisions if any of the COMPANIES ACT 2013 & The Companies (Appointment andQualification of Directors) Rules 2014 Mr. Ashok Shelat and Mrs. Shanti Y Nandecha areappointed as INDEPENDENT DIRECTORS in the ensuing Annual General Meeting of members forfive Years And for which they have submitted Declaration that he/she meets the criteriafor independence as provided in sec 149(6) of the Act and who is eligible for appointment.
Mrs. Surabhi Kothari has ceased to be director of the company with effect from April01 2014.
In compliance with the Sec 139141142 of the Companies Act 2013 read with Companies(Audit and Auditors) Rules 2014 M/S DSKHTP & ASSOCIATES Chartered Accountants areappointed as statutory Auditors for a term of five consecutive years from conclusion ofthis Annual General Meeting till the conclusion of the sixth Annual General Meeting upto2019 and authorize the board of Directors to fix their remuneration. The Auditors havesubmitted their eligibility as envisaged by SEC 141 of the Companies Act 2013. M/S Porwal& Porwal the existing Auditors retiring at the ensuing Annual General Meeting hasexpressed their unwillingness to be reappointed as statutory Auditors.
The Audit committee consists of MR. PRADYUMAN PANDYA MRS. KALINDI PATEL & MRS.SURBHI KOTHARI Non Executive Directors. The Audit Committee meetings were held for theyear ended 31st March 2014 in accordance with statutory requirements to review criticallythe financial
statements and information to be transmitted to the stakeholders. All the Directors inthe Audit committee are non executive independent Directors. The Audit committee interaliareviewed the internal control system and reports of the internal auditors and complianceof various regulations. The committee reviews at length the financial statements andapproves the same before they are placed before the board of directors. For FY 31-03-2015the company will be appointing the two independent Directors to deal with the proceedingsof Audit committee.
As obliged under Sec 204 of the Companies Act 2013 and the Companies (Appointment andremuneration of Managerial Personnel's) Rules 2014 the company is required to appointSECRETARIAL AUDITOR for auditing the secretarial and related records of the company and toprovide a report in this regard.
Accordingly M/S ASHOK SHELAT & ASSOCIATES COMPANY SECRETARIES VADODARA have beenappointed as Secretarial Auditors for carrying out the secretarial audit for the financialyear 2014 -2015 for attaching their report with the Board's report to the shareholders.
During the year under review the relationship between the employees and management werecordial.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUT GO
Your company is committed to continuously reducing energy consumption at its variousunits. Besides sustaining the previous year initiatives new measures were implementedduring the year under report. Your company has been striving for ensuring environmentfriendly initiatives of GREEN REVOLUTION by plantations in resorts campus through variousprojects on energy saving to its units. List of initiatives taken to ensure your companyhas energy efficient system to support the environment as under:
* Purchase of new energy efficient machine and utility equipment. Double glass windowpanels to get natural light and save AC energy for mini products hall.
* Transparent sheet provided on the roof to eliminate artificial lighting during theday time.
* Opening made in ducting to take fresh air inside for cooling of room during winterseason to avoid utility chiller running during winter.
* Harmonic analysis of the machine done to check any noise in the system lines.
* GREEN BELT PLANTATIONS
to balance environmental stability.
Impact of the above measurement for reduction of energy consumption and consequentimpact on the cost of production of the goods are Natural light used to save power duringdaylight Natural air used for cooling during winter for air-conditioning usage of energyefficient equipment to reduce power cost.
Your Company maintains an eco-friendly environment and continuously works hard towardsconservation of energy by adhering to strict norms. Your Company is under-taking variousprojects towards conservation and recycling of water. Your Company's triple bottom lineapproach on economic environmental and social returns had made the Company moreenvironment conscious and it is now committed towards minimizing its carbon foot-print andgreen house effects.
Further as required by the provisions of Section 217 (1)(e) of the Companies(Disclosure of Particulars in the report of Board of Directors) Rules 1988 the relevantdata pertaining to Conservation of Energy Technology Absorption and Foreign exchangeearnings and Out-go are furnished in the annexure forming part of this report.
Auditors observations are self explanatory and/or suitably explained in the noteson Accounts.
PARTICULARS OF EMPLOYEES
There was no employee during the year under review whose particulars are required to begiven pursuant to Section 217 (2A) of the Companies Act 1956.
The company believes in adopting the best practice in the area of Corporate Governanceand follows the principles of full transparency and accountability thereby protecting theinterest of all its stakeholders.
The Board considers itself a trustee of all the shareholders and acknowledges itsresponsibilities to the shareholders for creating and safeguarding their wealth. Duringthe year under review the Board continued its pursuit of achieving these objectivesthrough the adaptation and monitoring of corporate strategies prudent business planmonitoring the major risk of the company's business and ensuring that the company pursuespolicies and procedures to satisfy its legal and ethical responsibilities.
Your Company attaches considerable significance to good corporate governance as animportant step towards building investor confidence improve investor's protection andmaximize long term shareholder value.
Pursuant to Clause 49 of the Listing Agreement with the stock Exchanges a compliancereport on the Corporate Governance forms part of the Annual Report along with Auditor'sCertificate on its compliance.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the companies Act 1956 withrespect to Directors' Responsibility statement it is hereby confirmed:
i] That in the preparation of the accounts for the financial year ended 31st March2014 the applicable accounting standards have been followed along with proper explanationrelating to material departures
ii] That the Directors have selected appropriate accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive true and fair view of the state of affairs of the Company at the end of the financialyear and of the profit or loss of the Company for the year under review;
iii] That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv] That the Directors have prepared the accounts for the financial year ended 31stMarch 2014 on a ' going concern basis
During the year under review your company has neither invited nor accepted deposits andtherefore there was no deposits which were unclaimed and due for repayment..
Your Directors place on record their sincere appreciation of the co-operation andassistance extended by the bankers of the Company. They also place on record theirappreciation of the devoted services rendered by the Executives staff Members and Workersof the Company.
The Director concludes this Report by placing on record their gratitude to allshareholders for their continued support.
| ||By order of the Board of Directors |
| ||For Ajwa Fun World & Resort Ltd. |
|Place: Ajwa Vadodara. ||Rajesh c. Jain |
|Date: 31-08-2014 ||(Chairman & Managing Director) |
ANNEXURE TO DIRECTORS REPORT
INFORMATION UNDER SECTION 217(1)(e) OF THE COMPANIES ACT 1956 READ WITH THE COMPANIES(DISCLOSURE OF PARTICULARS IN REPORT OF BOARD OF DIRECTORS) RULES 1988 AND FORMING PARTOF THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH 2014.
I. CONSERVATION OF ENERGY
Your Company falls out of the purview of the list of Industries which are required tofurnish the necessary information in Form A.
II. Disclosure of Particulars with respect to Technology Absorption Adaptation andInnovation (To the extent applicable)
| ||Current year ||Previous year |
|1) Research & Development (R & D) ||Nil ||Nil |
|2) Technology absorption || || |
|Adaptation and innovation ||Nil ||Nil |
|III. Foreign Exchange || || |
|Earnings ||Nil ||Nil |
|Outgo ||Nil ||Nil |
| ||By order of the Board of Directors |
| ||For Ajwa Fun World & Resort Ltd |
|Place: AjwaVadodara. ||Rajesh c. Jain |
|Date: 31-08-2014 ||(Chairman & Managing Director) |