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Directors Report of Funworld & Tourism Development Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present the Annual Report and the Audited Accounts for the financial year ended March 31, 2014.

SUMMARY OF THE FINANCIAL RESULTS

[Rs. In lacs]

Particulars 2013-14 2012-2013

Gross income 255.08 250.29

Depreciation 46.44 46.98

Profit/Loss after Depreciation 2.70 4.66

Tax-Current 0.57 0.91

Deferred (5.56) (4.97)

Profit/Loss After Tax 7.70 8.72

PERFORMANCE

Net Revenue from Operations for the year ended March 31, 2014 was at Rs. 255.08 Lacs representing a increase of 1.91% per cent over the previous year.

Profit before tax for the year was at Rs. 2.70 Lacs representing a decline of 41.97% per cent over the previous year.

APPROPRIATIONS

DIVIDEND

The Board does not recommend any dividend for the financial year 2013-14.

TRANSFER TO RESERVES

According to Companies (Transfer of Profits to Reserves) Rules, 1975, your Company is not mandatorily required to transfer certain minimum percentage of profits to general reserve and hence the Board has recommended a transfer of Rs. Nil to the general reserve and an amount of Rs. 85.44 Lacs has retained in the profit and loss account.

LISTING OF SHARES

The Company''s share continues to remain listed with the Bombay Stock Exchange.

CORPORATE GOVERNANCE

The Company is committed to good corporate governance in line with the Listing Agreement. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with the Bombay Stock Exchange Limited.

A certificate of compliance from M/s Pinakin Shah & Co., Ahmedabad, a practicing Company Secretary and the report on Corporate Governance form part of this Directors'' Report.

DIRECTORS

Shri H. S. Jadeja [DIN 00183473] retire at 27ththe Annual General Meeting and have offered themselves for re-appointment.

It is also proposed to appoint Shri Pravinsinh Jhala (DIN 00183361), Shri Virendra Jaychand Turakhia (DIN 00183302), as Independent Directors of the Company for a term up to 5 years, at the forthcoming Annual General Meeting.

Necessary Resolutions for the appointment of the aforesaid Directors have been included in the Notice convening the ensuing Annual General Meeting and details of the proposal for appointment are mentioned in the explanatory statement to the Notice.

STATUTORY DISCLOSURES:

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report on Board of Directors) Rules 1988:

Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company. However the Company endeavored to conserve energy consumption wherever feasible.

The Company has neither used nor earned any foreign exchange during the year under review.

PERSONNEL

The Industrial Relations scenario continued to be cordial. The Company regards its employees as a great asset and accords high priority to training and development of employees.

Information as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amend- ment Rules, 2011 is nil.

CODE OF CONDUCT

The code of conduct for all Board members and senior management of the Company has been laid down and is being complied in words and spirit. The declaration on compliance of code of conduct signed by CEO of the Company is included as a part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) Appropriate accounting policies have been selected and applied consistently and have made judgements and estimates that are reason- able and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended March 31, 2014;

(c) 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;

(d) The annual accounts have been prepared on a going concern basis.

CASH FLOW

A Cash Flow statement for the year ended 31st March, 2014 is attached to the Balance Sheet.

AUDITORS

M/s Jeevan Jagetiya & Co., Chartered Accountants, Ahmedabad, [Membership No: 046553] were appointed as the statutory auditors of the Company for financial year 2013-14 at the Annual General Meeting (AGM) of the Company held on 30/09/2014. M/s Jeevan Jagetiya & Co., Chartered Accountants, Ahmedabad [Membership No. 046553] have been the Auditors of the Company since 05/07/2010 and have completed a term of 3 years. As per the provisions of section 139 of the Act, no listed company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years and has also provided a period of three years from the date of commencement of the Act to comply with this requirement.

In view of the above, M/s Jeevan Jagetiya & Co., Chartered Accountants, Ahmedabad[Membership No: 046553], being eligible for re-appointment, offer themselves for re-appointment and based on the recommendation of the Audit Committee, the Board of Directors proposes their reappointment as the statutory auditors of the Company. However they will eligible for reappointment for a maximum period of four years to hold office from the conclusion of this Annual General Meeting.

FIXED DEPOSITS

The Company does not have any unclaimed or overdue deposits as of date.

INSURANCE

The Company''s assets are adequately insured against major risks.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis has been reviewed by the Audit Committee and the same forms a part of the Annual Report.

ACKNOWLEDGEMENT

The Board appreciates and places on record the contribution made by employees to the sustained satisfactory business performance during the period under review. The Board also places on record their appreciation of the support of all stakeholders particularly sharehold- ers, customers, suppliers, all of whom have contributed to the Company''s success.

ANNEXURE TO DIRECTOR''S REPORT

Industry structure and development

Euromonitor estimates the annual revenue from India''s amusement park business currently at about Rs. 2,000 crore, and projects a com- pound annual growth rate (CAGR) of four per cent to touch Rs. 2,600 crore by 2018. Volume growth, or the number of people visiting such parks, estimated by another global market research firm Mintel has been much higher. Mintel says the market grew 30.7 per cent by volume in 2012 and will keep expanding at a CAGR of 18.9 per cent till 2017 when there will be 129.1 million visitors.

Being an integral part of the leisure industry, the amusement park industry contributes almost 40 per cent of the total turnover of the entire leisure industry.

There is a huge untapped potential in this segment for Indian market. There are handfuls of amusements parks in the country and seeing the success of such properties, industry analysts have revealed that in the coming years there would be around 200 more amusement parks coming up. By 2020, the industry will grow by almost 100 per cent. The associated and participatory entertainment in the amusement industry is one of the major reasons behind the rapid growth of amusement parks. Hence, the industry has a bright future in the coming years.

Opportunities, Outlook

As the lifestyle and spending behaviour has changed with time drastically, today youngsters and families prefer to spend quality time where one can have fun, shop, eat and relax under one roof. On an average, a person visits five-six times in a month depending upon the facilities and entertainment options available in the park. The amusement industry has huge potential and we have seen only increase in the footfalls over last couple of years which indicates that more number of people are looking for wholesome family entertainment destinations and amusement parks provide that opportunity where a family can spend quality time together.

Threat, Risks and Concerns

Amusement parks seek uniform entertainment tax. The Indian Association of Amusement Parks and Industries, apex body of the amuse- ment parks, has sought uniformity in the entertainment tax being imposed by different states. The Association rues that the exorbitantly charged entertainment tax by some states is a major impediment in the growth of the industry in these regions. "West Bengal, Punjab and Gujarat charge entertainment tax at 20%, 40% and 25% respectively, whereas the entertainment tax rate hovers around 5-15% in majority of the states.

Financial Performance

Net Revenue from Operations for the year ended March 31, 2014 was at Rs255.08 Lacs representing an increase of 1.91% per cent over the previous year.

Profit before tax for the year was at Rs. 2.70 Lacs representing a decline of 41.97% per cent over the previous year.

Internal Control Systems & their Adequacy

The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorised, recorded and reported correctly.

The internal audit department together with a firm of Chartered Accountants reviews the effectiveness and efficiency of these systems and procedures to ensure that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects. The Audit Committee approves and reviews audit plans for the year based on internal risk assessment. Audits are conducted on an ongoing basis and significant deviations are brought to the notice of the Audit Committee of the Board following which corrective action is recommended for implementation. All these measures facilitate timely detection of any irregularities and early remedial steps with no monetary loss.

Cautionary Statement

The Management Discussion & Analysis Report may contain certain statement that might be considered forward looking within the meaning of applicable securities, laws and regulations. These statements are subject to certain risks and uncertainties. Actual results may differ materially from those expressed in the statements as important factors could influence the Company''s operations such as Government policies, tax laws, political and economic development.

Place: Ahmedabad For and on behalf of the Board Date: 31/07/2014 H.S. Jadeja

Regd. Office: Whole time Director

''FUNWORLD'' Opp. Bahumali Building, Race Course ring road, Rajkot - 360002


Mar 31, 2012

To The Members

The Directors presents their Twenty-Fifth Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31s1 March, 2012.

FINANCIAL RESULTS



[Rs. In lacs] 2011-12 2010-11

Total income 279.91 260.09

Profit before tax 10.93 30.93

Provision for tax 2.18 1.08

Profit after tax 11.72 6.06

Net profit carried forward 9.69 (2.03)



OPERATIONAL REVIEW

During the year under review, the total income from operations was Rs. 279.91 lacs as compared to Rs. 263.89 lacs of that of the previous year showing increase of 06.07%. Modernization and expansion of Park is a continuous process at Park so as to maintain taste and interest of visitors. At present, the Company is operating only in one segment i.e. running amusement park - entertainment sector and therefore the segment reporting and performance standard is not applicable to the Company. The total working of the Company, therefore, reflects the performance of this single segment only.

APPROPRIATIONS

The Company has not recommended any dividend. The Board has not transferred any amount to General Reserve and an amount of Rs 11.72 Lacs has been retained in Profit and Loss Account.

LISTING OF SHARES

The Company's share continues to remain listed with The Stock Exchange, Mumbai.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement, a report on corporate governance along with auditors' certificate of its compliance is included as part of the annual report.

DIRECTORS

The Articles of Association of the Company provide that at least two-thirds of our Directors shall be subject to retirement by rotation. One third of these retiring Directors must retire from office at each Annual General Meeting of the shareholders. A retiring Director is eligible for re-election Shri Bhuvanesh J. Bhattand Shri JaydipsinhAVaghela, Directors will retire by rotation and Shri Jaydipsinh A Vaghela being eligible, offers himself for reappointment and Shri Bhuvanesh J. Bhattdoes not offers himself for reappointment. The details of Shri JaydipsinhAVaghela together with nature of his- expertise in specific functional areas and names of the companies in which he hold office as Director and/or the Chairman/Membership of Committees of the Board, are provided in the Notice of the ensuing Annual General Meeting.

STATUTORY DISCLOSURES:

Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings And Outgo:

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988:

Part A and B pertaining to conservation and technology absorption is not applicable to the Company. However the Company endeavored to conserve energy consumption wherever feasible.

The Company has neither used nor earned any foreign exchange during the year under review

PARTICULARS OF EMPLOYEES

The information as required under Section 217(2A) of the Companies Act. 1956 read with Companies (particulars of employees' amend- ment) Rules, 1988 as amended from time to time is nil.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to sub-Section (2AA) of Section 217 of Companies Act'1956 the Board of Directors of the Company hereby State and confirm that:

- in preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- the Directors had selected such accounting policies and applied them consistently 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 end of the financial year and of the profit or loss of the company for that period;

- the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provi- sions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- The Directors had prepared the annual accounts on a going concern basis.

CASH FLOW

A Cash Flow statement for the year ended 31 March, 2012 is attached to the Balance Sheet.

AUDITORS AND AUDITORS' REPORT

The retiring Auditor M/s Jeevan Jagetiya & Co., Chartered Accountants, Ahmedabad has indicated their willingness to continue as auditor of the Company. It is proposed to reappoint M/s Jeevan Jagetiya & Co., Chartered Accountants, Ahmedabad as auditors of the Company till the conclusion of Twenty Sixth Annual General Meeting. The Company has received certificate from auditor to the effect that the reappoint- ment if made, would be within prescribed limit under Section 224 (1-B) of the Companies Act, 1956.

FIXED DEPOSITS

The Company has not accepted any deposits from the public.

INSURANCE

The Company's assets are adequately insured against major risks.

ACKNOWLEDGEMENTS

The Board expresses their appreciation for continued co-operation and support extended to the Company by bankers, employees & share- holders.



Date : 02/05/2012 FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Regd. Office :

43, Sakan Twin Bunglows

Nr. Management Enclave, H. S. Jadeja

Vastrapur, Ahmedabad. Chairman


Mar 31, 2011

The Directors presents their Twenty-fourth Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2011.

FINANCIAL RESULTS

[Rs. In lacs]

2010-11 2009-10

Total income 260.10 199.03

Profit before tax 30.94 32.19

Provision for tax 1.08 1.07

Profit after tax 4.76 5.88

Net profit carried forward (5.09) (11.16)

OPERATIONAL REVIEW

During the year under review, the total income from operations was Rs. 263.89 Lacs as compared to Rs. 199.03 Lacs of that of the previous year showing increase of 32.59%. Modernization and expansion of Park is a continuous process at Park so as to maintain taste and interest of visitors. At present, the Company is operating only in one segment i.e. running amusement park - entertainment sector and therefore the segment reporting and performance standard is not applicable to the Company. The total working of the Company, therefore, reflects the performance of this single segment only.

MANAGEMENT DISCUSSION AND ANALYSIS INDUSTRY STRUCTURE AND DEVELOPMENT

INDIA TOURISM The Indian Travel tourism Amusement & Entertainment industry has emerged as one of the key sectors driving the country's growth and is thriving to a huge surge in both business and leisure travel by foreign and domestic tourists. Presently, the Indian tourism industry stands at about $26 Billion. As far as outbound tourism is concerned, it is projected to rise at a CAGR of 13.30%. According to the latest report by Deloitte Touched, the long term outlook for Indian tourism industry will remain positive. By taking into the consideration the observations of other noted agencies like the world travel and tourism council (WTTC), it states that Indian tourism Industry will generate $ 42.8 billion by 2017.

OPPORTUNITIES, THREAT, OUTLOOK, RISKS AND CONCERNS

The Company sees positive impact in business because of rising income of people. But at the same time the industry also suffers shortage of skilled manpower. The shortage of blue collar employees poses various threats. Retention of the workforce through training and develop- ment is a problem. There is also need to improve roadways, transportation, ensure clean and hygienic environment and ensure safety and security conditions and give parks a modern look.

Internal Control Systems & their Adequacy

The company has proper & adequate system of their internal controls proportionate to its size and business. The internal control systems of the company are designed to ensure that the financial and other records are reliable for preparing financial statements and other data.

Cautionary State/Kent

The Management Discussion & Analysis Report may contain certain statement that might be considered forward looking within the meaning of applicable securities, laws and regulations. These statements are subject to certain risks and uncertainties. Actual results may differ materially from those expressed in the statements as important factors could influence the Company's operations such as Government policies, tax laws, political and economic development.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement, a report on corporate governance along with auditors' certificate of its compliance is included as part of the annual report.

DIRECTORS

The Articles of Association of the Company provide that at least two-thirds of our Directors shall be subject to retirement by rotation. One third of these retiring Directors must retire from office at each Annual General Meeting of the shareholders. A retiring Director is eligible for re-election.

Shri Hitendrasinh Jadeja and Shri Surajkumar Muchalla, Directors will retire by rotation and being eligible, offers themselves for reappoint- ment. The details of their re-appointment together with nature of their expertise in specific functional areas and names of the companies in which they hold office as Director and/or the Chairman/Membership of Committees of the Board, are provided in the Notice of the ensuing Annual General Meeting.

CODE OF CONDUCT

The code of conduct for all board members and senior management of the company has been laid down and is being complied in words and sprit. The declaration on compliance of code of conduct signed by Chairman & Whole Time Director of the Company is included as apart of this annual report.

STATUTORY DISCLOSURES:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988: Part A and B pertaining to conservation and technology absorption is applicable to the Company. However the Company endeavored to conserve energy consumption wherever feasible.

The Company has neither used nor earned any foreign exchange during the year under review.

PARTICULARS OF EMPLOYEES

The information as required under Section 217(2A) of the Companies Act. 1956 read with Companies (particulars of employees' amendment) Rules, 1988 as amended from time to time is nil.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to sub-Section (2AA) of Section 217 of Companies Act' 1956 the Board of Directors of the Company hereby State and confirm that:

- in preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- the Directors had selected such accounting policies and applied them consistently 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 end of the financial year and of the profit or loss of the company for that period;

- the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provi- sions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- The Directors had prepared the annual accounts on a going concern basis.

CASH FLOW

A Cash Flow statement for the year ended March 31, 2011 is attached to the Balance Sheet.

AUDITORS AND AUDITORS' REPORT

The Auditors' M/s M/s Jagetiya and Gurbani, Chartered Accountants, Ahmedabad have informed that the firm was demerged w.e.f 05/07/ 2010 & the new name of the firm is Jeevan Jagetiya & Co. and holds office until the conclusion of the ensuing Annual General Meeting and is recommended for appointment for the year 2011-2012. The Company has received certificate from the Auditors' to the effect that the reappointment if made, would be within prescribed limit under Section 224 (1-B) of the Companies Act, 1956. The notes at schedule 16 are self-explanatory and do not require further clarifications.

FIXED DEPOSITS

The Company has not accepted any deposits from the public.

INSURANCE

The Company's assets are adequately insured against major risks.

ACKNOWLEDGEMENTS

The Board expresses their appreciation for continued co-operation and support extended to the Company by bankers, employees & share- holders.



Date : 30/08/2011 FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Regd. Office :

43, Sakan Twin Bunglows Sd /

Nr. Management Enclave, H.S.Jadeja

Vastrapur, Ahmedabad. Whole time Director


Mar 31, 2010

The Directors present 23rd Annual Report together with the Audited Statements of Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

[Rs. In lacs]

2009-10 2008-09

Total income 199.03 150.81

Profit before tax 32.19 (24.12)

Provision for tax 1.07 0.00

Profit after tax 5.88 (24.44)

Net profit carried forward (11.16) (21.19)



CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement, a report on corporate governance along with auditors certificate of its compliance is included as part of the annual report.

DIRECTORS

In accordance with Section 257 of the Companies Act, 1956 and in terms of Articles of Association of the Company Shri Arunkumar Muchhala and Shri Pravinsinh Jhala, Directors of the Company retire by rotation and being eligible offer themselves for reappointment. Your directors recommend them for reappointment.

In accordance with Section 260 of the Companies Act, 1956 and in terms of Articles of Association of the Company Shri Surajkumar Muchhala, Directors of the Company, hold office up to the date of this Annual General Meeting and the Company has received a notice in writing from Members proposing his candidature for the office of Director.

The term of Shri H. S. Jadeja as Whole Time Director is expiring on 30/9/2010. Your directors recommend his appointment for a further period of five years on remuneration as specified in notice calling the Annual General Meeting.

CODE OF CONDUCT

The code of conduct for all board members and senior management of the company has been laid down and is being complied in words and sprit. The declaration on compliance of code of conduct signed by Chairman & Whole Time Director of the Company is included as apart of this annual report.

AUDITORS AND AUDITORS REPORT:

The Auditors M/s Jagetiya and Gurbani, Chartered Accountants, Ahmedabad have informed that the firm was demerged w.e.f. 05/07/2010 & the new name of the firm is Jeevan Jagetiya & Co. and holds office until the conclusion of the ensuing Annual General Meeting and is recommended for reappointment for the year 2010-2011. The Company has received certificate from the demerged firm to the effect that the reappointment if made, would be within prescribed limit under Section 224 (1-B) of the Companies Act, 1956. The notes on accounts are self-explanatory and do not require further clarifications.

DEPOSITS

The Company has not received or accepted any deposits from the public within the meaning of Section 58Aof the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217[2AA] of the Companies Act, 1956, your Directors hereby confirm that:

1. In the preparation of accounts the applicable accounting standards have been followed.

2. The Company has 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 affairs of the Company at the end of 31st March 2010 and of the profit and loss account for the year ended on that date.

3. 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 any frauds and other irregularities.

4. The annual accounts for the year ended 31st March 2010 have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988:

Part A and B pertaining to conservation and technology absorption is not applicable to the Company. However the Company endeavored to conserve energy consumption wherever feasible.

The Company has neither used nor earned any foreign exchange during the year under review.

PARTICULARS OF EMPLOYEES:

The information as required under Section 217(2A) of the Companies Act. 1956 read with Companies (particulars of employees amendment) Rules, 1988 as amended from time to time is nil.

ACKNOWLEDGMENTS

The Directors extend their sincere thanks to all agencies, park visitors, banks and others associated with the Company including employees of the Company, for their co-operation, continued support, assistance, trust and confidence reposed by them in the Company.

Date: 31/07/2010 FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Regd. Office:

43, Sakan Twin Bunglows Sd /

Nr. Management Enclave, H.S.Jadeja

Vastrapur.Ahmedabad. Whole time Director

 
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