To the Members
Your Directors hereby present the 72nd Annual Report together with theAudited Statement of Accounts for the year ended 31st March 2015.
FINANCIAL RESULTS :
|Particulars ||Rupees in 000s |
| ||Year Ended 31.03.2015 ||Year Ended 31.03.2014 |
|Revenue ||48804 ||47941 |
|Profit before Taxation ||5052 ||6182 |
|Less : Provision for Tax || || |
|Current Tax ||1720 ||1950 |
|Deferred Tax ||(450) ||139 |
|Excess/(Short) Provision for Tax Earlier Years ||(22) ||183 |
|Profit after Tax for the year ||3804 ||3910 |
|Add : Brought forward profit ||9860 ||9582 |
|Profit available for appropriation ||13664 ||13492 |
|Transfer To General Reserve ||- ||- |
|Dividend : On Preference Shares ||1440 ||1440 |
|On Equity Shares ||1685 ||1685 |
|Dividend Tax on dividend ||625 ||507 |
|Balance carried over to Balance Sheet ||9914 ||9860 |
The total revenue of the Company for the year ended 31st March 2015 wasstood 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 31stMarch 2015. If approved the dividend will be paid to the share holders / beneficialholders whose names appear in the Register of Members as on 21st September2015. 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).
The Company has neither invited nor accepted any deposits from Public within themeaning of Section 58A & 58AA of the Companies Act 1956.
Mrs. Neelam D. Kothari (DIN-02312332) was co-opted on the Board w.e.f. 20thMarch 2015 as woman Director to comply the requirement of provision of Section 149 (1) ofCompanies Act 2013 who hold the office till the date of Annual General Meeting. TheCompany has received a notice from the member together with the Deposit of Rs.100000/-signifying his intention to propose Mrs. Kothari for the office of womandirector.
Mr. Mangal S. Chheda and Mr. Mehernoz C. Dangore who are already on the Board of theCompany 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 tosub-sections (4) and (10) of Section 149 and other applicable provisions if any of theCompanies Act 2013. In accordance with sub-section (13) of Section 149 these IndependentDirectors will not retire by rotation. The Company has received Notices fromshareholder(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 forthcomingAnnual General Meeting of the Company. The particulars of Directors are given in theAnnexure 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 ofDirectors of the company hereby state and confirm that:
i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that no material departures have been made from the same;
ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofits of the Company for that period;
iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
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 internalfinancial controls are adequate and operating effectively; and
vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
Corporate Social Responsibility (CSR):
Your Companys social welfare and community development initiatives focus on thekey areas of education health care. As a social responsible Corporate Citizen thecompany 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 yourcompany do carry Medical Camps for the locals of Matheran & around on Regular Basisincluding vaccination for school children. These projects are largely in accordance withSchedule VII of the Companies Act 2013.
Vigilance Function :
Your Company has developed a structured mechanism of vigilance functions and itsfocused towards creation of value for all the stakeholders. The practices involvemulti-layer checks and balances to improve transparency. Vigilance Awareness andpreventive vigilance activities were continuously carried out during the year. Guidelinesof 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 coveredunder Sec 186 of CA 2013.
Related Party Transactions:
All Related Party Transactions that were entered into during the financial year were onan arms length basis and in the ordinary course of business. Please refer pointj 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 Companyssubsidiaries joint ventures or associate companies.
Details Of Significant And Material Orders Passed By The Regulators Courts AndTribunals:
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Companys 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 itsemployees. During the year under review no case of sexual harassment was reported.
Material Changes And Commitment If Any Affecting The Financial Position Of The CompanyOccurred Between The End Of The Financial Year To Which This Financial Statements RelateAnd The Date Of The Report:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report
During the year 7 Board Meetings were held. Meetings were held on 30.05.201414.07.2014 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 annexedherewith as "Annexure 1"
M/s Amar Bafna & Associates (Firm Registration No. 114854W ) Chartered Accountantshave been appointed as statutory auditors of the company at the last Annual GeneralMeeting held on 22.08.2014 for a period of Five years subject to ratification by membersat every consequent Annual General Meeting. Therefore ratification of appointment ofStatutory Auditors is being sought from the members of the Company at the ensuing AnnualGeneral Meeting.
The comments made in Auditors Report read with notes on accounts are self-explanatoryand therefore in the opinion of the Directors do not call for any further explanation.
The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd. Mumbai. Itmay be noted that there are no payment outstanding to the said Exchange by way of listingfees etc.
Secretarial Audit Report:
In accordance with Section 204 of the Companies Act 2013 the Company had appointedM/s. N. Bafna & Co. Company Secretaries as Secretarial Auditors for the financialyear ended 31st March 2015. The Secretarial Auditors report forms part of theAnnual Report.
Particulars of Employees:
Information as per Section 197 of the Companies Act 2013 (the Act) readwith the Companies Appointment and Remuneration of Managerial Personnel) Rules 2014 arenot applicable to your company since none of the employees is employed on a remunerationof Rs. 500000/- p.m. or Rs. 6000000/- 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 CompaniesAct 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 with respect toconservation of energy technology absorption and foreign exchange earning & outgo arefurnished hereunder:
a) Conservation of Energy: The Company has always given high priority to energyconservation. Constant efforts have been made to reduce energy consumption on continuosbasis. 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 alreadyimplemented Hot Water System at the hotel site and converting normal lighting to PL/CFLlighting to save fuel and electricity consumption to the considerable extent.
b) Technology Absorption: The company being in the hospitality industry its activitiesdo not as such involve any technology absorption or expenditure on research anddevelopment. Nonetheless the Companys endeavors would be to achieve what is bestpossible in its business.
c) Foreign Exchange Earnings & Outgo: Rs. 3.18 Lacs being realization under creditcards (Previous year Rs. 1.94 Lacs). Outgo Rs. Nil (Previous year Rs. Nil).
Provision of Clause 49 of Listing Agreement in respect of Corporate Governance is notapplicable to your Company since the paid up capital of the company is less than Rs. 3crore.
Your Directors would like to express their sincere appreciation of the co-operation andassistance received from Shareholders Bankers Central & State Government LocalAuthorities and all other authorities during the year under review. Your Directors alsolike to thanks to its customers contractors and suppliers for their continuous supportand confidence in its management.
Your Directors would like to appreciate the efforts of the Companys employees fortheir continued support extended to the company.
| ||For and on behalf of the board |
| ||Vinaychand Kothari |
|Mumbai 14th August 2015 ||Chairman |