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Directors Report of Best Eastern Hotels Ltd.

Mar 31, 2015

To the Members,

The Directors hereby present the 72nd Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS :

Particulars Rupees in 000's Year Ended Year Ended 31.03.2015 31.03.2014

Revenue 48,804 47,941

Profit before Taxation 5,052 6,182

Less : Provision for Tax

Current Tax 1,720 1,950

Deferred Tax (450) 139

Excess/(Short) Provision for Tax Earlier Years (22) 183

Profit after Tax for the year 3,804 3,910

Add : Brought forward profit 9,860 9,582

Profit available for appropriation 13,664 13,492

Transfer To General Reserve - -

Dividend : On Preference Shares 1,440 1,440

On Equity Shares 1,685 1,685

Dividend Tax on dividend 625 507

Balance carried over to Balance Sheet 9,914 9,860

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 Mumbai, 14th August, 2015 Chairman


Mar 31, 2014

Dear Members,

The Directors hereby present the 71st Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS :

Particulars Rupees in 000''s

Year Ended Year Ended 31.03.2014 31.03.2013

Revenue 47,941 46,144

Profit before Taxation 6,182 7,306

Less : Provision for Tax

Current Tax 1,950 2,175

Deferred Tax 139 (94)

Excess/(Short) Provision for Tax Earlier Years 183 (112)

Profit after Tax for the year 3,910 5,337

Add : Brought forward profit 9,582 9,357

Profit available for appropriation 13,492 14,694

Transfer To General Reserve - 500

Dividend : On Preference Shares 1,440 1,440

On Equity Shares 1,685 2,528

Dividend Tax on dividend 507 644

Balance carried over to Balance Sheet 9,860 9,582

Operating Results:

The total revenue of the Company for the year ended 31st March, 2014 was stood at Rs. 479.41 lacs (previous year Rs. 461.44 lacs) and the profit before tax is Rs. 61.82 lacs (previous year Rs. 73.06 lacs). The profit after tax is stood at Rs. 39.10 lacs (previous year Rs. 53.37 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, 2014. If approved, the dividend will be paid to the share holders/ beneficial holders whose names appear in the Register of Members as on 21st August, 2014. The total amount of dividend outgo will be Rs. 36.32 Lacs including dividend tax (previous year dividend outgo Rs. 46.11 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:

Mr. Manohar R. Tambat retires by rotation and being eligible offers himself for re-appointment.

During the year, the Ministry of Corporate Affairs (MCA) has notified majority of the provisions inter alia provisions relating to selection, manner of appointment, roles, functions, duties, re-appointment of independent directors (IDs) and the relevant rules under the Companies Act, 2013 (the Act 2013) and made them effective 1st April 2014.

The existing composition of the Company''s board is fully in conformity with the applicable provisions of the Act 2013 and Clause 49 of the Listing Agreement having the following directors as non-executive IDs, namely Dr. Mr Ramnik Baxi, Mr. Mangal Chheda and Mr. Mahernoz Dangoer,.

In terms of the provisions of Section 149(10) read with Section 149(5) of the Act 2013, IDs are eligible to hold office for a term upto five consecutive years on the board and eligible for re-appointment for the second term on passing special resolutions by the Company. During the period, they will not be liable to ''retire by rotation'' as per the provisions of Sections 150(2), 152(2) read with Schedule IV to the Act 2013.

It is, therefore, proposed to appoint them as IDs for a consecutive period of five years at the AGM. Necessary declarations have been obtained from them, as envisaged under the Act 2013.

The board also ensured that their appointments as IDs are in compliance with the requirements under the relevant statutes and that there were appropriate balance of skills, experience and knowledge in the board, so as to enable the board to discharge its functions and duties effectively.

In terms of the provisions of sub-section (6) read with explanation to Section 152 of the Act 2013, two-third of the total number of directors i.e., excluding IDs, are liable to retire by rotation and out of which, one-third is liable to retire by rotation at every annual general meeting.

The brief resume of these directors proposed to be appointed and re-appointed and other relevant information have been furnished in the Notice convening the AGM. Appropriate resolutions for their appointment / re-appointment are being placed for approval of the members at the AGM.

The board, therefore, recommends their appointment / re-appointment as directors of the Company

Directors Responsibility Statement:

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that :

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. The Directors had 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 profit of the Company for that period.

iii. The Directors had taken proper and sufficient care 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 Directors had prepared the annual accounts on a going concern basis.

Social Responsibility Statement:

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.

Auditors:

The Company, in terms of section 139 (1) and (2) of the Act 2013 is required to appoint statutory auditors for a term of 5 consecutive years i. e. till the conclusion of sixth annual general meeting and ratify their appointment, during the period, in every annual general meeting by an ordinary resolution.

The period for which any firm has held office as auditor prior to the commencement of the Act, 2013 will be taken ito account for calculating the period of five consecutive years, as per the fourth proviso to section 139(2) of the Act 2013 read with Rule 6 (3) of the Companies (Audit and Auditors) Rules, 2014, M/s. Amar Bafna & Associates, Chartered Accountant, Mumbai who were earlier appointed as statutory auditors of the Company at the annual general meeting held on 22.08.2013, are eligible to be appointed for the remaining period of 4 years out of the first term of 5 consecutive years in terms of the Act, 2013.

Company has obtained necessary certificate under Section 141 of the Act, 2013 from the auditor conveying their eligibility for the above appointment.

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 Compliance Report:

A Secretarial Compliance Report Pursuant to the proviso to sub section (1) of Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 as amended are annexed hereto forming part of the Directors'' Report.

Particulars of Employees:

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended are not applicable to your company since none of the employee 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:

The information as required under Section 217 (1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is 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. 1.94 Lacs being realization under credit cards (Previous year Rs. 3.13 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 Mumbai, 14th July, 2014 Chairman


Mar 31, 2013

To the Members,

The Directors hereby present the Seventieth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS :

Particulars Rupees in 000''s

Year Ended Year Ended 31.03.2013 31.03.2012

Revenue 46,144 44,150

Profit before Taxation 7,306 7,309

Less : Provision for Tax

Current Tax 2,175 2,425

Deferred Tax (94) (98)

Excess/(Short) Provision for Tax Earlier Years (112) (56)

Profit after Tax for the year 5,337 5,038

Add : Brought forward profit 9,357 9,430

Profit available for appropriation 14,694 14,468

Transfer To General Reserve 500 500

Dividend : On Preference Shares 1,440 1,440

On Equity Shares 2,528 2,528

Dividend Tax on dividend 644 643

Balance carried over to Balance Sheet 9,582 9,357

Operating Results:

The total revenue of the Company for the year ended 31st March, 2013 was stood at Rs. 461.44 lacs (previous year Rs. 441.50 lacs) and the profit before tax is Rs. 73.06 lacs (previous year Rs. 73.09 lacs). The profit after tax is stood at Rs. 53.37 lacs (previous year Rs. 50.38 lacs).

Dividend on Equity and Preference Shares:

Your Directors had paid an interim dividend of Rs. 0.30/- (15%) per equity share of Rs. 2/- each & Rs. 1.20/- (12%) on Preference Shares of Rs. 10/- each for the year ended 31st March, 2013 and considering the working of the company during the year, your Directors do not recommend any final dividend. The same is to be treated as final dividend and to be taken on record at the ensuing Annual General Meeting. The total amount of dividend outgo was Rs. 46.11 Lacs including dividend tax (previous year dividend outgo Rs. 46.11 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:

Mr. Dilip V. Kothari & Mr. Mehernoz C. Dangore retires by rotation and being eligible offer themselves for re-appointment.

Directors Responsibility Statement:

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that :

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. The Directors had 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 profit of the Company for that period.

iii. The Directors had taken proper and sufficient care 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 Directors had prepared the annual accounts on a going concern basis.

Social Responsibility Statement:

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.

Auditors:

M/s. D. C. Surana & Associates, Chartered Accountants, have shown their unwillingness for re-appointment.

Your Directors recommend the appointment of M/s. Amar Bafna & Associates, Chartered Accountants as the auditors of the company from the conclusion of ensuing Annual General Meeting up to the conclusion of the next 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 Compliance Report:

A Secretarial Compliance Report Pursuant to the proviso to sub section (1) of Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 as amended are annexed hereto forming part of the Directors'' Report.

Particulars of Employees:

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended are not applicable to your company since none of the employee 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:

The information as required under Section 217 (1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is 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. 1.63 Lacs being realization under credit cards (Previous year Rs. 3.13 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

Mumbai, 18th July, 2013. Chairman


Mar 31, 2012

The Directors hereby present the Sixty Ninth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS :

Particulars Rupees in 000's

Year Ended Year Ended

31.03.2012 31.03.2011

Revenue 44,167 43,661

Profit before Taxation 7,309 9,252 Less : Provision for Tax

Current Tax 2,425 2,550

Deferred Tax (98) 217

Excess/(Short) Provision for Tax Earlier Years (56) 380

Profit after Tax for the year 5,038 6,105

Add : Brought forward profit 9,430 8,467

Profit available for appropriation 14,468 14,572

Transfer To General Reserve 500 500

Dividend : On Preference Shares 1,440 1,440

On Equity Shares 2,528 2,528

Dividend Tax on dividend 643 674

Balance carried over to Balance Sheet 9,357 9,430

Operating Results:

The total revenue of the Company for the year ended 31st March, 2012 was stood at Rs. 441.67 lacs (previous year Rs. 436.61 lacs) and the profit before tax is Rs. 73.09 lacs (previous year Rs. 92.52 lacs). The profit after tax is stood at Rs. 50.38 lacs (previous year Rs. 61.05 lacs).

Dividend on Equity and Preference Shares:

Your Directors had paid an interim dividend of Rs. 0.30/- (15%) per equity share of Rs. 2/- each & Rs. 1.20/- (12%) on Preference Shares of Rs. 10/- each for the year ended 31st March, 2012 and considering the working of the company during the year, your Directors do not recommend any final dividend. The same is to be treated as final dividend and to be taken on record at the ensuing Annual General Meeting. The total amount of dividend outgo was Rs. 46.11 Lacs including dividend tax (previous year dividend outgo Rs. 46.42 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:

Mr. Vinaychand Kothari & Mr. Mangal S. Chheda retires by rotation and being eligible offer themselves for re-appointment.

Directors Responsibility Statement:

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that :

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. The Directors had 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 profit of the Company for that period.

iii. The Directors had taken proper and sufficient care 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 Directors had prepared the annual accounts on a going concern basis.

Social Responsibility Statement:

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.

Auditors:

The retiring Auditors M/s. D. C. Surana & Associates, Chartered Accountants, being eligible offer themselves for reappointment.

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 Compliance Report:

A Secretarial Compliance Report Pursuant to the proviso to sub section (1) of Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 as amended are annexed hereto forming part of the Directors' Report.

Particulars of Employees:

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended are not applicable to your company since none of the employee 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:

The information as required under Section 217 (1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is 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 continuous 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. 3.13 Lacs being realization under credit cards (Previous year Rs. 3.26 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

Mumbai, 13th August, 2012 Chairman


Mar 31, 2010

The Directors hereby present the Sixty Seventh Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS :

Particulars Rupees in 000s

Year Ended Year Ended

31.03.2010 31.03.2009

Revenu 41,211 42,836

Profit before Taxation 8,324 8,135

Less : Provision for Tax

Current Tax 2,630 2,690

Fringe Benefit Tax -- 42

Deferred Tax (56) (588)

Excess/(Short) Provision for Tax-Earlier Years 141 (713)

Profit after Tax for the year 5,609 6,704

Add : Brought forward profit 8,000 6,398

Profit available for appropriation 83,609 13,102

Transfer To General Reserve 500 460

Dividend : On Preference Shares 1,440 1,440

On Equity Shares 2,528 2,528

Dividend Tax on dividend 674 674

Balance carried over to Balance Sheet 8,467 8,000

Operating Results:

The overall performance of the company has declined during the year under review in line with the economic slowdown. However, the decline was marginal and the total income was decreased by 3.8% over previous year. The total revenue of the Company for the year ended 31st March, 2010 was stood at Rs. 412.11 lacs (previous year Rs. 428.36 lacs) and the profit before tax is Rs. 83.24 iacs (previous year Rs. 81.35 lacs). The profit after tax is stood at Rs. 56.09 lacs (previous year Rs. 67.04 lacs) due to the net increase in the iax liability for the current year.

Dividend on Equity and Preference Shares:

Your Directors had paid an interim dividend of Rs. 1.50/- (15%) per equity share of Rs. 10/- each & Rs. 1.20/- (12%) on Preference Shares of Rs. 10/- each for the year ended 31st March, 2010 and considering the working of the company during the year, your Directors do not recommend any final dividend. The same is to be treated as final dividend and to be taken on record at the ensuing Annual General Meeting. The total amount of dividend outgo was Rs. 46.42 Lacs including dividend tax (previous year dividend outgo Rs. 46.42 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:

Mr. Vinaychand Kothari & Mr. Dilip V. Kothari retires by rotation and being eligible offer themselves for re-appointment.

Mr. Mehernoz Dangore was co-opted on the-Board w.e.f. 01/05/2010 who hold the office till the date of ensuing Annual General Meeting. Mr. Dangore is having over 32 years of experience in personal banking, administration, investment &

Marketing. Mr. Dangore is having good PR with corporate world with regard to hospitality Industry. Also he is very well aware about the situation of Matheran since last 20 years. He is actively involved in restoration, supervision & maintanance of pay master park at Matheran at his own cost.

The Company has received the notice from member, together with deposit of Rs. 500/-, signifying his intention to propose Mr. Dangore for the office of the Director.

Directors Responsibility Statement:

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that :

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. The Directors had 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 profit of the Company for that period.

iii. The Directors had taken proper and sufficient care 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 Directors had prepared the annual accounts on a going concern basis.

Social Responsibility Statement :

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.

Auditors:

The retiring Auditors M/s. D. C. Surana & Associates, Chartered Accountants, being eligible offer themselves for reappointment.

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 Compliance Report:

A Secretarial Compliance Report Pursuant to the proviso to sub section (1) of Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 as amended are annexed hereto forming part of the Directors Report.

Particulars of Employees:

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended are not applicable to your company since none of the employee employed on a remuneration of Rs. 2,00,000/- p.m. or Rs. 24,00,000/- p. a.

Energy Conservation, Technology Transfer and Foreign Exchange Earnings and Outgo:

The information as required under Section 217 (1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is 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 Companys endeavors would be to achieve what is best possible in its business.

c) Foreign Exchange Earnings & Outgo: Rs. 2.02 Lacs being realization under credit cards (Previous year Rs. 5.10 Lacs). Outgo Rs. Nil (Previous year Rs. 0.29 Lacs).

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 Companys employees for their continued support extended to the company.

For and on behalf of the board,m Mumbai, 5th August 2010 Vinaychand Kothari



 
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