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Directors Report of Reliable Ventures India Ltd.

Mar 31, 2016

The directors have pleasure in presenting to you their Twenty Third Annual Report together with the audited statement of accounts of the company for the 12 months period ended 31st March 2016

FINANCIAL PERFORMANCE:

A summary of the audited financial results for the financial year is brought out hereunder:

PROFIT AND LOSS ACCOUNT

Amt in Rs. Lakhs

Operating Years

2015-16

2014-15

Revenue from operation

1413.30

1342.97

Other Income

37.34

50.06 ’

Total Income , ,

1450.60

1393.02

Expenses

1289.97

1292.09

Profit before interest and tax

160.67

100.93

Interest payment-Net

0

0.00

Profit before extraordinary items

160.67

100.93

Extraordinary items

0

0

Profit after extraordinary Items but before tax

160.67

100.93

Provision for taxes:

0

0

Current Taxes

26.50

16.54

Less: MAT credit entitlement excess profit of mat in earlier years.

(43.29)

Deferred tax liability

44.44

(4.89)

Net profit

129.55

70.64

Appropriations

0

0.00

Transferred to Balance Sheet

129.55

70.64

Total No of Equity Shares of Rs. 10-each

110.129

110.129

Basic earnings per she: of Rs. 10-each

1.18

0.64.

Operating Years

2015-16

2014-15

N on-current Assets

2620.23

2473.69

Net Current Assets

354.03

588.46

Capital Employed

2974.26

3062.15

Represented by:

Equity share capital

1101.29

1101.29

Reserve & Surplus

1272.12

1142.57

Deferred Tax Assets

364.34

319.88

Net worth

2737.75

2563.74

Loan Fund

236.51

498.41

Capital employed

2974.26

3062.15

OPERATING RESULTS:

During the year under report, the financial performance of the company has improved over the previous year. The company registered a marginal growth of 4.135% in revenue over the previous year. The room occupancy revenue during the year was higher at Rs. 1413.30 lacs against Rs. 1342.97 lacs registering a growth worth Rs. 70.33 lacs showing an improvement of 5.24 percent over the previous year. Besides, the company has been able to reduce the total expenses by 0.16 per cent over the previous year culminating into before tax profit of Rs. 160.67 lacs against Rs. 100.93 lacs during the preceding year. The net profit of the company too increased to Rs. 129.55 against Rs. 70.64 registering a growth of 83.39 per cent over the previous year. This general improvement in performance has improved the Earnings per share to Rs. 1.18 from Re. 0.64 during the preceding year.

The Management Discussion and Analysis forms a part of this report and covers amongst other matters, the performance of the Company during the Financial Year 2015-16 as well as the future outlook.

DIRECTORS’RESPONSIBILITY STATEMENT

Based on the internal financial controls and compliance systems established and maintained by the Company, the work performed by the Board committees, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2015 - 16. Accordingly, in term of provisions contained under Section 134(3) (c) and 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability, confirm that:-

a) in preparing the Annual Accounts, applicable accounting standards have been followed and there are no material departures;

b) the Directors have selected accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent 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 the year;

c) the Directors have taken proper and sufficient care in maintaining adequate accounting records in accordance with provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts of the Company on a “going concern” basis;

e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

f) the Directors have devised proper systems to ensure proper compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance in accordance with regulation 34(3) and schedule V(C) to the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, (“Listing Regulations”) along with the auditor’s certificate is attached to this Report

DIVIDEND:

Keeping in view the inadequacy of profits and the company’s needs for financial resources for financing, its overdue room addition plan as well repayment of the outstanding unsecured loan, your directors did not declare any dividend for this year too.

SHARE CAPITAL

During the period under report the authorized equity share capital was 2500 Lacs divided into 250, equity shares of Rs. 10/- each and issued and paid up share capital was Rs. 1101.29 lacs. The category wise distribution of shareholding during the year under report has been as under:

Category of shareholders

No. of shares held

% age to total share capital

Promoters, friends, relatives and persons concert

5828412

52.92

Non-resident Indians

1001800

9.10

Indian general public

4182688

37.98

LISTING:

The equity shares of the company are listed on Bombay Stock Exchange Limited (BSE) and its security code is 532124 and the company has paid the prescribed listing fee to the BSE.

BOARD OF DIRECTORS: (a) Constitution

In the matter of constitution of the Board of Directors, the provisions contained under the section 149 and section 152 of the Companies Act, 2013, have been observed. Other details of Board of Directors can be seen in the Corporate Governance report chapter to this report

The Board of directors of company comprised of total six directors and ratio of category of independent and executive Directors is 50:50.

(b) Retirement by rotation:

Mr. Rajendra Malpani retires by rotation at the forthcoming Annual Genera! Meeting and being eligible, offers himself for re-appointment. The Directors recommend re-appointment of Mr. Malpani as a Director on the Board.

The three Independent Directors at the first meeting of the Board for the Financial Year 2015-16 have confirmed that they meet the criteria of independence as required under sub-section(7) of Section 149 of the Act. The Board was also of the opinion that the six Independent Directors meet the criteria of independence under sub-section (6) of Section 149 of the Act.

(ii) Change by resignation:

During the period under report, Mr. S. SHANKAR NARAYANAN one of the executives Directors of the Company, ceased to hold the office by resignation effective from 31st December, 2015

Other details about the Board can be seen in the Corporate Governance Report that forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE;

Although your company does not satisfy the criteria of net worth and turnover required for attracting the provisions of corporate responsibility contained under Section 135, of the Companies Act, 2013, and therefore it need not to go for constitution of committee for Corporate Social Responsibilities and fulfill other requirements of the law on the subject, it still recognizes the need to minimize the impact of operation of its only hotel unit on environment. The hotel unit of the Company maintains large gardens in and around all its properties. The Company has made substantial investment for improving energy efficiencies and fresh water management in its only hotel property.

AUDIT COMMITTEE

In terms of Section 177 of the Companies Act, 2013, your Company has an Audit Committee constituted of the following Directors:

(a) Mr. Abdul Tahir, Independent Director-Chairman

(b) Mr. Ranjay K. Dawar, Independent Director, Member

(c) Mr. Rajendra Malpani, Director, Member.

All the members of the committee are financially literate within the meaning of explanation under regulation 18(1) (c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(“Listing Regulations”) other details can been seen in the report on corporate governance

CONSERVATION OF ENERGY:

Although the operations of the company do not involve any manufacturing and processing activities and the provisions contained-under Section 134 dealing with conservation of energy are not squarely apply to it, being conscious of conservation of energy the company has taken following steps in conservation of electric energy:

1. Installation of LED lights in lobby, public areas and corridors in place of CFL lights.

2. Improving power factor and reducing line losses by installing suitable capacitor

FOREIGN EXCHANGE EARNING:

During the financial year 2015-16 the foreign exchange earning of the company in term of Indian rupees amounted to1634966/-as against 930150/- during the previous year the expenditure in foreign exchange has been nil.

AUDITORS:

In 22 AGM of the company held on 30-09-2015 in term of Section 139 of the Companies Act 2013, M/s. Parekh Shah & Lodha, a Mumbai based firm of chartered accountant holding firm registration No.10748W was appointed as statutory Auditors of the Company to hold the office as such from the conclusion the 22nd AGM of the Company till the conclusion of 27th AGM of the Company subject to ratification of the firm’s appointment at every AGM.

Accordingly, in term of the proviso one to the aforesaid provision of the Act proposal to ratify the appointment of firm for the next term of 2016-17 is being brought up before the shareholder in the 23rd AGM for approval of shareholders.

SECRETARIAL AUDIT: Secretarial Audit of listed Shares Capital:

Pursuant to provisions under Section 204 (1) of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Baldev Dudea & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2016. The secretarial audit report submitted by the auditors does not contain any qualification, reservation or adverse remarks

The said secretarial Auditors also carried out the job of reconciling the total admitted capital with NSDL and CDSL and the total issued and listed capital. The said audit confirms that the total issued / paid up capital tallies with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL

As of the end of March 31, 2016, shares comprising approximately 83.70 % of the Company''s Equity Share Capital have been dematerialized

The Secretarial Audit Report is attached as Annexure -A_to this report...

RELATED PARTY TRANSACTIONS:

No material contract has been entered into by the Company with related parties and none of the contract or transactions with related parties fall within the purview of section 188(1) of the Act and therefore no transactions are reported in form no. AOC-2 in term of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014.

Other transactions with related parties are entered into an arm’s length basis details of which are set out Under Note No 23(13) to standalone financial statements.

EXTRACT OF ANNUAL RETURN

Pursuant to the Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return in prescribed form MGT-9 is annexed as Annexure-B to this report.

DEPOSITS:

During the period under report, the Company did not accept any deposits from public.

VIGIL MECHANISM

In accordance with the section 177(9) of the Companies Act 2013 and rules framed thereunder read with Regulations 22 of the Listing Regulations, the Company has a Whistle blower Policy for its directors and employees to report concern about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct. The policy provides for protected disclosures that can be made by a whistle blower to the Chair person of audit committee. The policy is accessible on the website of the hotel undertaking www.noorussabahpalace,co.in. During the financial year under report no complaint under mechanism is received.

BOARD MEETINGS

During the financial year 2015-16, the Board met six times the details of which can be seen under the head of Corporate Governance of the report

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary and associates and therefore it has nothing to report in respect thereof

HOLDING COMPANY:

Reliable Ventures India Limited is its ultimate holding company.

DIRECTORS/KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

1. Mr. Sikandar Hafiz Khan, Chairman and Managing Director

2. Mr.S.Shankar Narayanan, Whole-time Dire, designated as Executive Director,

3. Mr. Rajendra Malpani, Whole time Director, designed as Executive Director

4. Mr. SS Raghuwanshi, Company Secretary

During the year Mr. S. Shankar Narayanan, one of the whole time Director has retired from the office effective from 16th December, 2015.

PARTICULARS OF EMPLOYEES:

Disclosure under Section 197 read with rule 5(1) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of managerial Personnel) Rules 2014, is given under annexure “C” to this report.

During the period under report, the Company does not have any employees on its roll that was employed throughout the year and was in receipt of remuneration aggregating to Rs. 60.00 lacs or more or was employed to part of the year and was in receipt of remuneration aggregating to Rs. 5.00 lacs per month. Hence information under Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration and Managerial Personnel) Rules 2014 is nil. ,

PARTICULARS OF LOAN AND GUARANTEE

During the period under report, the Company has not given any loans, guarantees and made investment. This aspect has been covered under the auditor’s report and financial statements for the financial year under report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATIONS

The Companies policy on directors’ appointment and remuneration and other matters provided under Section 178(3) of the Act has been disclosed in the Corporate Governance Report that forms part of the Directors Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your company has an Internal Control System tailored to size and the nature of its operations aimed at providing reasonable assurance respecting recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transactions under proper authorization and compliance of internal policies.

The system is manned by a full time professional accountant and IT experts. The Audit committee deliberates with the members of the management, and statutory auditors of the company as to the appropriateness of the system lay down and carry out need-based review thereof to conform to the requirements of the Company & satisfies itself of the adequacy and effectiveness of the system .The Committee also keeps the board of directors informed accordingly., Your board is of view that the control system is effective and optimum

RISK MANAGEMENT:

The Board of the Company has approved the Risk Management Policy in its meeting held on 2nd February, 2015 and also formed a Risk Management Committee (RMC) to implement and monitor the risk management plan for the Company.

BOARD EVALUATIONS

The performance of the Board as a whole, its independent, executive and none executive directors has been carried out in term and based on criteria specified in the formal Performance Evaluation policy approved by the Board.

The details in the matter of evaluation criteria, process etc. is given in the Corporate Governance part of this report.

Pursuant to the provisions of the Act and Regulation 17(10) of the Listing Regulations, a Board Evaluation Policy has been put in place.

A structured questionnaire covering various aspects of the Board’s functioning, Board culture, performance of specific duties by Directors and contribution to the Board proceedings was circulated to the members of the Board.. Based on the responses received, the Board as a whole, the Committees, the Chairperson and individual Directors were separately evaluated in the separate meeting of the Independent Directors and at the Meeting of the Board of Directors.

The process of review of Non-Independent Directors and the Board as a whole and also its committees were undertaken in a separate meeting of Independent Directors without the attendance of Non-Independent Directors and members of the management.

At the meeting, the performance of the Chairman of the Company was reviewed taking into account the views of the Executive Directors, Non-Executive Directors and Independent Directors. The meeting also assessed the quality, quantity and timeliness of the flow of information required for the Board to perform its duties properly. The entire

Board of Directors, excluding the Director being evaluated, evaluated the performance of each Independent Director. The Directors have expressed their satisfaction with the evaluation process.

DETAILS OF MATERIAL ORDERS ETC. IN TERM OF SECTION 134(q) READ WITH COMPANIES (ACCOUNTS) RULES, 2014.

During the financial year under report, there are no significant or material orders passed by regulator, court or tribunal impacting the going concern status of the Company or its future operations.

INTERNAL COMPLAINTS COMMITTEE;

The company has an internal complaint committee under the Sexual Harassment of Women At Workplace (Prevention, Prohibition and Redressal) Act, 2013 for prevention and redressal of complaints of sexual harassment and for matters concerned, connected or incidental thereto.

During the financial year under report, the company did not receive any complaint at ail from any person connected to the Company.

ACKNOWLEDGMENT

The Board takes this opportunity to thank all employees for their commitment, dedication and co-operation.

By order of the Board

SIKANDAR HAFIZ KHAN

Chairman & Mg. Director

Bhopal

Dated: 14/11/2016


Mar 31, 2015

The directors have pleasure in presenting to you their Twenty Second Annual Report together with the audited statement of accounts of the company for the 12 months period ended 31st March 2015

FINANCIAL PERFORMANCE:

PROFIT AND LOSS ACCOUNT

Amt in Rs. Lakhs

OPERATING YEARS 2014-15 2013-14

Net Revenue 1342.97 1568.74

Other Income 50.06 42.84

Total Income 1393.02 1611.58

Profit before interest and tax 100.93 255.40

Interest payment-Net 0.00 0.00

Profit before extraordinary items 100.93 255.4

Extraordinary items 0 0.31

Profit after extraordinary Items but before tax 100.93 255.71 Provision for taxes:

Current Taxes 16.54 50.34

Less: MAT credit entitlement 18.64 -24.11

Deferred tax liability (4.89) 53.05

Net profit ' 70.64 176.43

Appropriations 0.0Q 0.00

Transferred to Balance Sheet 70.64 176.43

Total Nos of Equity Shares of Rs. 10- each 110.129 110.129

Basic earning per share of Rs. 10- each 0.64. 1.60

BALANCE SHEET

Amt in Rs. Lakhs

Operating Years 2014-15 2013-14

Non-current Assets 2473.69 2550.17

Net Current Assets 588.46 504.23

Capital Employed 3062.15 3054.40

Represented by:

Equity share capital 1101.29 1101.29

Reserves Surplus 1142.57 1108.48

Deferred Tax Assets 319.88 324.77

Net worth 2563.74 2534.54

Loan Fund 498.41 519.86

Capital employed 3062.15 3054.40

Transfers to Reserves:

The entire profit has been retained by the company and nothing has been transferred to any specific Reserve and that, thereafter, a sum of Rs. 36.55 lakhs being written down value of certain assets was written off to the reserves and surplus account.

STATE OF AFFAIRS OF THE COMPANY

During the 12 months period ended 31st March, 2015 your company earned an all-inclusive revenue of Rs. 1393.02 Lakhs as against Rs. 1611.58 in the corresponding period during the preceding financial year reporting a decline of Rs. 218.56 lakhs (13.56%) as compared to the preceding financial year culminating into decline into net profit by 59.96% to Rs. 70.64 lakhs from Rs. 176.43 lakhs for the preceding year leading consequential fall of EPS to Rs. 0.64 from Rs. 1.60 during the preceding year. This downfall is a cumulative effect of a very weak demand coupled with excess supply of rooms and fierce competition with the mushrooming marriage gardens and halls in the unorganized and unregulated sector that prevailed during the year within the city of Bhopal.

Due to phenomenal decline in the profitability and resulting inadequacy of liquid financial resources, the Company has not been able to implement its plan for addition of room inventory and continues to have whopping amount of unsecured loans.

During the period under report, the net worth of the Company improved by Rs. 26.30 Lakhs only as against Rs. 229.48 Lakhs in the preceding financial year.

DIVIDEND

In view the inadequacy of profits and the company's needs for financial resources for financing inter-alia, its overdue room addition plan as well to repay the outstanding unsecured loan, your directors did not declare any dividend for this year too.

SHARE CAPITAL:

During the period under report, the authorized share capital of the company remained at its previous year level of Rs.2500.00 lakhs divided into 250, 00,000 Equity shares of Rs. 10/-each.

The issued, subscribed and paid-up share capital of the Company too remained at its level of previous year at Rs. 1101.29 lakhs divided into 110,12,900 equity shares of Rs. 10/- each. The category-mix of the shareholdings and its distributions as at 31st March. 2015 have been as under:

Category of Shareholdings as at 31st March 2015 Nos. held. Percentage of total

Promoters, friends, relatives & persons in concert. 5626155 51.09

Non-resident Indians 1001750 09.10

Indian general public 4384995 39.81

Total 11012900 100.00

Distribution of shareholdings as at 31st day of March, 2015 based on number of holders in term of number and percentage has been given under the Report on Corporate Governance which forms a part of this Annual Report.

LISTING:

The Equity Shares of your Company are listed on the Bombay Stock Exchange Limited(BSE) and its security code is 532124.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there have been no material departures;

(b) such accounting policies have been selected 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;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act 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 concept basis;

(e) Internal financial Controls have been laid down to be followed by the Company and such internal financial controls are adequate and operating effectively;

(f) Proper Systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Keeping in view the pattern of internal financial controls, compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and need- based reviews undertaken by management and the Audit committee, your Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Change by resignation:

During the period under report, Mr. Parkash Singh, one of the non-executives Directors 'of the Company, ceased to hold the office by resignation effective from 2nd day of February, 2015.

Change by Appointments:

Non-executive Director

In term of requirements of 2nd proviso to sub-section (1) of Section 149 of the Companies Act, 2013, read with Rule (3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 and pursuant to Section 161 of the Companies Act, 2013, read with Article 80 of the Articles of Association of the Company, effective from 30th March, 2015, Ms. Sanobar Bano ( DIN 07139513), one of the relatives of Mr. Sikandar Hafiz Khan, the Managing Director and one of the promoters of the Company, was inducted as an Additional Director.. Ms Sanober Bano shall hold the office till the date of the ensuing Annual General Meeting unless she is appointed as Director of the Company. The Company has received a requisite notice from one of the shareholders of the Company pursuant Section 160 of the Companies Act, 2013, proposing her candidature for appointment as Director to Retire by Rotation. Accordingly, a proposal tailored to the said notice is being brought up for your approval at the ensuing Annual General Meeting.

Independent Directors:

Pursuant to the provisions of Section 149 of the Companies Act 2013 Mr. Chandan Mitra (DIN 00037634), Mr. Abdul Tahir (00215129), and Mr. Ranjay K. Dawar (DIN 00016898) were appointed as independent directors at the 21st Annual General Meeting of the Company held on 24th day of December, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act read with Article 86 and 87 of the Articles of Association of the Company, Mr. S. Shankar Narayanan, (DIN 00021561) will retire by rotation at the ensuing Annual General Meeting (AGM) of your Company and being eligible, offer himself for re- election as director . The Board of Directors of your Company recommended his re-election to the office of Director liable to retire by rotation. Accordingly, a proposal to this effect is being brought up for your approval at the ensuing Annual General Meeting

In term of approval granted by you in the last Annual General Meeting of the Company held on 24th day of December, 2014, the tenure of Mr. S. Shankar Narayanan as an Executive Director of the Company was to determine effective from the 1st day of January, 2015. However, based on the recommendations of Nomination & Remuneration Committee made in exigency of business and subject to your approval, your Board of Directors find it expedient to extend his tenure again for a duration from 1st day of January, 2015 to 15th day of December, 2015. According a proposal to this effect is also being brought up for your approval in the ensuing Annual General Meeting of the Company.

Key Managerial Personnel

During the year there was no change in the Key Managerial Personnel of your Company.

NUMBER OF MEETINGS OF THE BOARD

During the Financial year under report, the Board of your company met for Four times and the relevant details are available in the chapter containing "Corporate Governance Report" which forms part of this report.

BOARD EVALUATION

The performance of the Board as a whole, its independent, executive and pone executive directors has been carried out in term and based on criteria specified in the formal Performance Evaluation policy approved by the Board. The details in the matter of evaluation criteria, process etc. is given in the Corporate Governance part of this report.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS ETC.

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIRADEQUACY

Internal financial controls of the company are tailored to its size and the nature of its operations aimed at providing reasonable assurance respecting recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transactions under proper authorization and compliance of internal policies.

The system is manned by a full time professional accountants and IT experts. The Audit' committee deliberates with the members of the management, and statutory auditors of the company as to the appropriateness the system laid down and carry out need-based review thereof to conform to the requirements of the Company satisfies itself of the adequacy and effectiveness of the system The Committee also keeps the board of directors informed accordingly. In view of this, your board is of view the control system is effective and optimum.

COMMITTEES OF THE BOARD

In term of requirements of the Companies Act, 2013 and the clause 49 of the Listing Agreement, the Company has constituted five committees namely Audit Committee, Nomination and Remuneration Committee, Stake Holders Committee, Risk Management Committee, Internal Complaint Redressal committee.

The details respecting term of references, members etc. are given under the Corporate Governance report that forms part of this Annual report.

AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed there-under, M/s. MAK & Associates, a firm of Chartered Accountants holding firm registration NO.3060-C, was reappointed as statutory auditors of the Company to hold the office from the conclusion of the 21 st annual general meeting (AGM) of the Company held on 24th December, 2014 till the conclusion of 22nd AGM of the Company. Keeping in view the sufficiently prolonged tenure the firm M/s. MAK & Associates have had with your Company and in line with the provisions of Section 139(2) of the Companies Act, 2013, your company finds it expedient to replace them by any other competent firm of Chartered Accountants.

Accordingly, in term of Section 139(2) of the Companies Act. M/s. Parekh Shah & Lodha a firm of Mumbai based chartered accountants having registration No. 107487W, and who have confirmed their eligibility and brought on the record of the company required declarations and undertakings is proposed to be appointed as the Statutory Auditors of the Company to hold the office as such from the Conclusion of 22nd Annual General Meeting to the 27th AGM of the Company subject to the ratification of the appointment by the members in each annual general meeting on the terms & conditions and payment of fee on yearly basis as may be approved by the Board of Directors of the Company.

AUDITORS' REPORT AND SECRETARIAL AUDITORS'REPORT

The Report of the Statutory Auditors M/s. MAK & Associates, Chartered Accountants, and the Secretarial Audit Report in term of Section 204 of the Companies Act, 2013, for the Secretarial Audit carried out by M/s. Baldev Dudea, Company Secretaries do not contain any qualifications, reservations or adverse remarks. The Report of the secretarial auditor is given as an Annexure-A forming part of this report

RISK MANAGEMENT

The Board of the Company has approved the Risk Management policy in its meeting held on 2nd February, 2015 and also formed a Risk Management Committee (RMC) to implement and monitor the risk management plan For the Company.

The development and implementation of RMC has been covered in the Management Discussion And Analysis, which forms part of this report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the period under report, the Company has not given any loans, guarantees and made investment. This aspect has been disclosed in the auditors report and financial statements.

TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls within the purview of Section 188(1) of the Act and therefore . Accordingly, no transactions are being reported in Form No. AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. Other transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are entered into on an armed length basis and details of which is given in Annexure- A to the report of the Auditors

Your Company's Policy on Related Party Transactions, as approved by your Board, can be accessed on the website of the Company at "noorussabahpalace.com"

CORPORATE SOCIAL RESPONSIBILITY

During the year under report, your company did not fall within the category of companies measured in term of level of net worth, turnover and profitability criteria prescribed for attaching obligation of formulation of Corporate Social Responsibility (CSR) Policy and constitution of CSR Committee prescribed under Section 135 of the Companies Act, 2013, read with CSR Rules framed there under and that, therefore the said obligation does not apply to your company. Hence your company has noting to report about CSR matters.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure-B to this report in the prescribed Form MGT-9, which forms part of this report.

PARTICULARS OF EMPLOYEES IN TERM OF SECTION 197 OF THE COMPANIES ACT, 2013

Disclosure in term of Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure-C to this report.

During the financial year under report , the Company does not have on its roll any employee who was employed through out the year and was in receipt of remuneration aggregating to Rs. 60.00 lakhs or more or was employed for part of the year and was in receipt of remuneration aggregating to Rs. 5.00 lakhs per month.

Hence, the information required under Section 197(12) of the Act read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is nil. j.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

During the intervening period from the date of Financial Statement and the date of signing this report, there has been no material changes and Commitment affecting financial position of the Company.

DETAILS OF MATERIAL ORDERS ETC. IN TERM OF SECTION 134(q) READ WITH COMPANIES (ACCOUNTS) RULES, 2014.

During the financial year under report, there are no significant or material orders passed by regulator, court or tribunal impacting the going concern status of the Company or its future operations.

The Financial statements of the Company for the year under report have been compiled based on going Concern Concept

OTHER STATUTORY STAEMENTS

Conservation of Energy and technology adoption:

As the Company's operations do not involve any manufacturing or processing activities, the particulars as per Section 134 of the Companies Act, 2013, Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption, are not applicable.

Earning and out go in foreign exchange:

During the financial year under report your company earned Foreign Exchange equivalent to Indian Rupees 9.30 lacs as against Rs. 1031 lacs during the preceding financial year and like preceding year, during the year under report nothing is expended in foreign exchange at all.

Public Deposits:

Your Company has not accepted any deposit from the

public/members under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year Compliance with Clause 49 of the Listing Agreement - Corporate Governance

The certificate of the Auditors, MAK & Associates, Chartered Accountants, Indore confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed.

ACKNOWLEDGEMENTS:

Your Directors are pleased to place on record their grateful and sincere thanks for excellent support and co-operation your company received from the Ministry of Tourism, Govt, of India and Department of Tourism of Govt, of Madhya Pradesh, banks and other government bodies and we look forward to their continued support and patronage in future. Your Directors wish to record their appreciation of the excellent efforts put in by the executives and staff at all levels which culminated into creation of better financial and operational performance record for the company and hope that this trend would be kept even during the ensuing years

Sikandar Hafiz Khan

Chairman & Mg. Director.

Bhopal: 24/8/2015


Mar 31, 2014

Dear Members,

The directors have pleasure in presenting to you their Twenty First Annual Report together with the audited statement of accounts of the company for the 12 months period ended 31 st March 2014

FINANCIAL PERFORMANCE:

During the 12 months period ended 31st March, 2014 your company earned an all-inclusive revenue of Rs. 1611.58 Lakhs against Rs 1646.07 lakhs earned in the

corresponding period during the preceding financial year reporting a meager decline of Rs.33.00 lakhs over the corresponding period in the preceding financial year culminating into fall in the EPS by Rs..0.10. per share. This state of affairs is attributed largely to weak demand and excess supply of rooms. Despite this, the net worth of the Company improved by Rs. 229.48 lacs over the preceding financial year. The financial performance of the Company is summarized below:

PROFIT AND LOSS ACCOUNT

Amt in Rs. Lakhs Operating Years 2013-14 2012-13

Net sales 1568.74 1607.77

Other Income 42.84 38.3

Total Income 1611.58 1646.07

Profit before interest and tax 255.40 269.79

Interest payment-Net 0.00 0

Profit before extraordinary items 255.4 269.79

Extraordinary items 0.31 -1.36

Profit after extraordinary Items but before tax 255.71 268.43

Provision for taxes:

Current Taxes 50.34 53.73

Less: MAT credit entitlement -24.11 -53.73

Deferred tax liability 53.05 81.49

Net profit 176.43 186.94

Total Nos of Equity Shares of Rs. 10-each 110.129 110.129

Basic earning per share of Rs. 10- each 1.60 1.70

BALANCE SHEET

Amt in Rs. Lakhs Operating Years> 2013-14 2012-13

Non-current Assets 2550.17 2571.91

Net Current Assets 504.23 314.14

Capital Employed 3054.40 2886.05

Represented by:

Equity share capital 1101.29 1101.29

Reserves Surplus 1108.48 932.05

Deferred Tax Assets 324.77 271.72

Net worth 2534.54 2305.06

Loan Fund 519.86 580.99

Capital employed 3054.40 2886.05

DIVIDEND

As reported during the preceding year, the company needs financial resources for financing its room addition plan as well to repay the outstanding unsecured loan, your directors do not recommend a dividend for the year

SHARE CAPITAL:

During the period under report, the authorized share capital of the company remained at its previous year

level of Rs.2500.00 lakhs divided into 250, 00,000 Equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the Company too remained at its level of previous year at Rs. 1101.29 lakhs divided into 110,12,900 equity shares of Rs. 10/- each. The category-mix of the shareholdings and its distributions as at 31 st March. 2014 have been as under:

LISTING:

The Equity Shares of your Company are listed on the Bombay Stock Exchange Limited(BSE) and its securitycode is532124.

BOARD OF DIRECTORS:

In accordance with the applicable provisions of Companies Act 2013 read with the Articles of Association of the Company, one of the Directors Mr. Rajendra Malpani, ( DIN 01502271) retires by rotation and is eligible for re-appointment as such.

Besides, .pursuant to the provisions of Section 149 and other applicable provisions, if any, of the Companies Act, 2013, it is proposed to appointment Mr. Abdul Tahir(DIN 00215129), Mr. Ranjay K Dawar(DIN 00016898) and Mr. Chandan Gupta (DIN 00037634) as Independent Directors of the Company for a consecutive term of five years each effective from the conclusions of the 30th September 2014.

Accordingly, suitable proposals seeking your approval for the aforesaid reappointment / appointments as Directors are being brought up at the ensuing Annual General Meeting.

Brief resumes of proposed appointee and/ re-appointee nature of their expertise are annexed to this report and farms part of the report.

Based on the confirmations received, none of the Directors are disqualified for appointment under Section 273(1 (g) of the Companies Act, 1956 and Section 164(2) of the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in term of Section217 (2AA) of the Companies Act, 1956

(a) That in the preparation of the Annual Accounts for the financial year ended 31st March, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(b) That in consultation with the Statutory Auditors the Directors 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 as at 31st March, 2014 and of the profit of the Company for the year ended on that date

(c) That the Directors have 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; and

(d) The annual accounts have been prepared based on going concern concept.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The annexed Management Discussion and Analysis ("MDA") forms a part of this Report and covers, inter- alia, the performance of the Company during the financial year 2013-2014 as well as the future outlook

CORPORATE GOVERNANCE

In term of requirement of Clause 49 of the Listing Agreement, the report on Management Discussion & Analysis, Corporate Governance as well as the certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance, form part of the Annual Report.

AUDITORS:

The auditors of the Company, M/S. MAK & Associates, Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. M/s. MAK & Associates have confirmed that their reappointment, if made, will comply with the eligibility criteria prescribed in term of Section 141 (3) of the Companies Act, 2013... Directors recommend their re- appointment as auditors of the Company for the financial year 2014-2015.

The Ministry of Corporate Affairs, Government of India has notified the provisions of Section 139 of the

Companies Act 2013 for appointment and reappointment of auditors effective from 1 st day of April, 2014. Pursuant to Section 139(2) of the Companies Act 2013 and rules formulated there under, no listed company shall appoint or reappoint an audit firm as auditors for more than two terms of five consecutive years. Further the aforesaid appointment and reappointment is subject to ratification by the Members of the Company at every Annual General Meeting... The 3rd proviso to Section 139(3) makes it obligatory on the listed companies to comply with this provision within 3 years from the date of the commencement of the Companies Act, 2013...

Pursuant to the 3rd proviso to Section 139(2) aforesaid provisions, the Audit Committee and the Board of Directors of the Company find it worth while to defer the compliance of the Section 139(2) of the Act for the time being and recommend the reappointment of M/s. MAK & Associates only forfinancial year 2014-15

AUDITORS''REPORT:

The notes on accounts referred to in the Auditors'' Report dated 10-11-2014 appended hereto read with the Management Discussion and Analysis and other disclosures made /brought out herein above are almost self-explanatory and, therefore, generally do not require any further or supplemental comments from your Directors.

STATUTORY STATEMENTS:

1. Public Deposit

During the period under report too, your company has not accepted any deposit from public in term of Section 58-Aof the Companies Act, 1956 and rules framed and notifications issued there under.

2. Information as per Sec 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 for the year ended 31st March 2014 are given as under: -

(a) Conservation of Energy:

The basic engineering design of the Hotel is based on optimum energy consumption and provision is made to conserve energy to the maximum possible extent, which would reduce the liability on energy bills.

(b) Technology Absorption:

During the year no amount has been incurred on technology absorption (Previous Year Rs. NIL)

(c) Foreign Exchange Earnings & Outgo:

During the period under report, your company earned Foreign Exchange equivalent to Indian Rupees 1.32 lacs against Rs. 46.28 lacs during the preceding accounting period. During the period under report too, your company did not spent any amount in foreign exchange.

(d) Particulars of employees under section 217(2a) of the companies Act, 1956.

During the period under report, there are no employees on the roll of the Company requiring reporting under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

ACKNOWLEDGEMENTS:

Your Directors place on record their grateful and sincere thanks for excellent support and co-operation your company received from the Ministry of Tourism, Govt, of India and Department of Tourism of Govt, of Madhya Pradesh, banks and other government bodies and we look forward to their continued support and patronage in future. Your Directors wish to record their appreciation of the excellent efforts put in by the executives and staff at all levels which culminated into creation of better financial and operational performance record for the company and hope that this trend would be kept even during the ensuing years

Bhopal : Sikandar Hafiz Khan Nov., 10th ,2014 Chairman


Mar 31, 2012

The directors have pleasure in presenting to you their Nineteenth Annual Report together with the audited statement of accounts of the company for the 12 months period ended 31st March 2012

FINANCIAL PERFORMANCE:

During the 12 months period under report ended 31st March, 2012, your company earned an all-inclusive revenue of Rs. 1570.51 lakhs against Rs. 1329.28 lakhs earned in the corresponding period during the preceding financial year reporting a growth of Rs.241.23 lakhs being 18.14 per cent over the corresponding period in the preceding financial year/. During the period under report, the profit before extraordinary items rose marginally to Rs.269.46 Lacs from Rs 250.76. lakhs during the preceding financial year. The financial performance of the Company is summarized below:

PROFIT & LOSS ACCOUNT

Amt in Rs. Lakhs

Operating years > 2011-12 2010-11

Net sales 1542.79 1305.41

Other income 27.72 23.87

Total income 1570.51 1329.28

269.46 250.76

Profit before Interest and tax

Interest payment (net) 0.00 0.00

Profit before extra-ordinary Items 269.46 250.76

Extra-ordinary items( prior period adj.) 5.41 0.26

Profit after extra-ordinary item but before tax 265.34 250.50

Provision for taxes::

Current tax 53.21 (50.33)

Deferred tax liability 80.21 (76.00)

MAT credit entitlement 53.21 50.33

Net profit 185.13 174.50

Total No. of equity shares of Rs. 10/- each 1101.29 110.129

Basic earning per share of Rs. 10/- each 1.68 1.58

BALANCE SHEET

Amt in Rs. Lakhs

2011-12 2010-11 Operating years >

244.39 2371.11 Net Non-current assets

354.77 287.7 Net current assets

0 00 Misc. expenses

2799.16 2658.81 Capital employed

Represented by

1101.29 1101.29 Equity capital

745.10 559.98 Reserve & Surplus deferred tax 190.24 110.03

2036.63 1771.30 Net worth

762.53 887.31 Loan fund

2799.16 2658.81 Capital employed

SHARE CAPITAL:

During the period under report there has been no change in Share capital of the Company and, the authorized share capital of the company remained at its previous year level of Rs.2500.00 lakhs divided into 250, 00,000 Equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the Company too remained at its level of previous year at Rs. 1101.29 lakhs divided into 110, 12,900 equity shares of Rs. 10/- each. The category-mix of the shareholdings and its distributions as at 31st March. 2012. have been as under:

Category of Shareholdings as at 31st March 2012 Category of Nos. held. Per cent age of holders total

Promoters, friends, relatives & persons in concert. 5324512 48.348

Non-resident Indians 1005510 9.130

Indian general public 4682874 42.322

Total 11012900 100.00

Distribution of Shareholdings as at 31st March 2012

No. Of No of % of share Total % of share Shares held Shareholders Holders Shares held Holdings

1-100 241 13.62 14948 .14

101-200 97 5.48 18398 .17

201-500 821 46.38 397101 3.61

501-1000 275 15.54 250007 2.27

1001-5000 231 13.05 641929 5.83

5001-10000 26 1.47 212141 1.93

10001-100000 60 3.39 1890642 17.17

100001 & above 19 1.07 7587734 68.90

Total 1770 100.00 11012900 100.00

CAPITAL EXPENDITURE:

Up to the close of the financial year under report, your company incurred a capital expenditure of Rs 3127.77 lakhs including Work in process worth Rs. 8.02 against 3013.93 lakhs, including work-in-progress worth Rs. 32.26 lakhs in proceeding year, representing a capital expenditure of Rs. 113.84 lakhs during the period under report.

PROJECT IMPLEMENTATIN STASTUS

As the members are aware, out of the 70 rooms' facility planned by the company, till the close of preceding financial year it had completed and opened for commercial use only 57 rooms. A very thin growth in term of financial performance of the company inhibited the proposed addition of 13 more rooms to the room inventory of the company and despite a capital expenditure to the tune Rs. 113.84 lakhs, the said addition of room is yet to be completed with the anticipation of its completion and commercial use by the end of the currentfinancial year.

AUDITORS:

M/S. MAK & Associates, Chartered Accountants, Indore, the statutory auditors of the company shall hold office as such till the conclusion of the ensuing Annual General Meeting of the Company. A proposal to re-appoint them as such, subject to fulfillment of conditions prescribed under Section 224(IB) of the Companies Act, 1956, is being brought up at the ensuing Annual General Meeting.

STATUTORY STATEMENTS:

1. Public Deposit

During the period under report too, your company has not accepted any deposit from public in term of Section 58-Aof the Companies Act, 1956 and rules framed and notifications issued there under.

2. Information as per Sec 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 for the year ended 31st March 2012 are given as under: -

(a) Conservation of Energy:

The basicengineering design of the Hotel is based on optimum energy consumption and provision is made to conserve energy to the maximum possible extent, which would reduce the liability on energy bills.

(b) Technology Absorption:

During the year no amount has been incurred on technology absorption (Previous Year Rs. NIL)

(c) Foreion Exchange Earnings & Outgo:

During the period under report, your company earned Foreign Exchange equivalent to Indian Rupees 48.91 lakhs against 53.14 lakhs during the preceding accounting period. During the period under report too, your company did not spent any amount in foreign exchange.

1. Statement pursuant to Sec. 217 (2AA) of the Companies Act 1956:

Your Directors are pleased to state that the Financial results for the period under report have been compiled observing the Going Concern Concept, Accrual & historical record basis conforming to the accounting standards specified under Section 211(3C) of the Companies Act to ensure that the statements disclose true and fair view of the state of affairs of the operations of the company and that in the said compilation due care has been taken to see that adequate accounting record in accordance with the statutory requirements for safeguarding the assets of the company does exist and that possibilities of fraud and other irregularities in the Company, if any, are timely detected, provided for and recurrence thereof is prevented and that the statements reflect true and fair view of the state of affairs of the Company as at the 31st March, 2012 and the profit and loss for the accounting period ended on the said date.

Constitution of Audit Committee:

In term of requirements of Section 292 (A) of the CompaniesAct, 1956, during the period under report your company continues to have an Audit Committee consisting of three non-executive independent directors namely Mr. Abdul Tahir, Mr. Rajendra Malpani and ;Mr. Ranjay K. Dawar under the Chairmanship of Mr. Abdul Tahir one of the independent none- executive directors. Keeping in view the requirements of Clause 49 of the Listing agreement, the committee was entrusted with assignments as brought out under the Corporate Governance Section of this report and that the Board of Directors generally agreed with and adhered to the suggestions made by the committee in the areas assigned to it and that to reply your queries, if any, the Chairman of the Committee shall be with you at the ensuing Annual General Meeting.

CHANGES IN THE DIRECTORATE:

Mr... Mr. Shankar Narayanan and Mr. Abdul Tahir, two of the Rotational Directors of the Company being longest in office , shall retire on the conclusion of the ensuing Annual General Meeting. However, being eligible, they offer themselves for reappointment and, therefore, a proposal to re-appoint them as such is being brought up before the members at the ensuing Annual General Meeting. The particular of directors seeking reappointment is annexed to the notice.

Besides, subject to the approval of members in the ensuing General Meeting, the Board of Directors of the Company in its meeting held on 22™' day of October,, 2011. approved appointment of one of the rotation Directors Mr. Rajendra Malpani as Whole- time Director of the company effective from 1 st day of Oct., 2011. Accordingly a proposal seeking approval of the members is being brought up before the members at the ensuing annual General Meeting along with requisite details in term of Clause 49 of the Listing Agreement.

DIVIDEND

Keeping in view the fact that the Company is carrying substantial amount of unsecured borrowings and needs further capital outlay to finance its expansion plan, your directors feel that for the present it is not in the long term interest of the company to recommend any dividend during the year under report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A1 OF THE COMPANIES ACT. 1956.

During the period under report, the company did not employ any person particulars of whose are required to be reported under the aforesaid provisions of the Act, as amended up to date.

DEMATERIALISATION OF SHARES

The Shares of the Company are required to be compulsorily traded in the dematerialized form. It shares are admitted for trading under both the Depository Systems in India- NSDL and CDSL. The International Securities Identification Number (ISIN) allotted to the Company's shares under the Depository System is INE 419H01019. A total of 9031000 shares being 82.00 per cent of the total paid up shares capital of the company have already been dematerialized as on 31 st day of March 2012.

SECRETARIAL AUDIT:

In term of requirement of SEBI and Stock Exchanges, a Secretarial audit by Mr. Baldev Dudea, a Fellow Member of the ICSI Certificate of Practice No. 4428 was carried out to reconcile the total share capital admitted with the NSDL and CDSL with the total issued and listed capital. The said audit is carried out on quarterly basis which aims at confirming that the total issued/paid -up capital tallies with the aggregate of shares existing in physical and demat form held with the said depositories.

REGISTRAR AND SHARE TRANSFER AGENTS:

M/s. Sharex Dynamic (India) Pvt. Ltd located at 17/B, Dena Bank Building, 2nd Floor, Horniman Circle, Fort, Mumbai, continues to hold the office of Share Transfer Agents & Registrar of the Company. This company undertakes securities registry job from its unit NO. 1 Located at Luthra Industrial Premises, Andheri Kurla Road, Safed Pool, Andheri (E), and Mumbai.

AUDITORS' REPORT:

The notes on accounts referred to in the Auditors' Report dated 25th' day of July August, 2012, appended hereto read with the Management Discussion and Analysis and other disclosures made /brought out herein above are almost self-explanatory and, therefore, generally do not require any further or supplemental comments from your Directors.

ACKNOWLEDGEMENTS:

Your Directors place on record their grateful and sincere thanks for excellent support and co-operation your company received from the Ministry of Tourism, Govt, of India and Department of Tourism of Govt, of Madhya Pradesh, banks and other government bodies and we look forward to their continued support and patronage in future. Your Directors wish to record their appreciation of the excellent efforts put in by the executives and staff at all levels which culminated into creation of better financial and operational performance record for the company and hope that this trend would be kept even during the ensuing years.

FOR & ON BEHALF OF THE BOARD

Sd/-

SIKANDAR HAFIZ KHAN

CHAIRMAN & MG. DIRECTOR

Place: Bhopal

25th Aug., 2012


Mar 31, 2010

The directors have pleasure in presenting to you their Seventeenth Annual Report together with the audited statement of accounts of the company for the 12 months period ended 31st March 2010

FINANCIAL PERFORMANCE:

During the 12 months period under report ended 31st March, 2010, your company earned an all-inclusive revenue of Rs. 1156.80 lacs against Rs. 1114.00 lacs earned in the corresponding period during the preceding financial year reporting a very meagre growth of Rs. 42.80 lacs being 3.85 per cent over the corresponding period in the preceding year. During the period under report, the profit before extraordinary items rose marginally to Rs. 244.09 lacs from Rs. 241.53 lacs during the preceding financial year. The financial performance of the Company is summarized below:

Amt in Rs. lacs

PROFIT & LOSS ACCOUNT

Operating years > 2009-10 2008-09

Net sales 1136.78 1079.21

Other income 20.02 34.79

Total income 1156.80 1114.00.

Profit before Interest and tax 244.27 245.41

Interest payment (net) 0.18 3.88

Profit before extra-ordinary items 244.09 241.53

Extra-ordinary items (Written pack

prov + prior period adj.) 1.51 3.74

Profit after extra-ordinary item

but before tax 245.60 245.27

Provision for taxes::

Current tax (41.48) (27.22)

FBtax 0.00 (1.27)

Deferred tax liability/ assets (74.02) 10.92

MAT credit entitlement 41.48 0.00

Net profit 171.58 227.69

Total No. of equity shares of Rs.10/- each 110.129 110.129

Basic earning per shares of Rs. 10/- each 1.56 2.07

BALANCE SHEET

Operating years 2009-10 2008-09

Net fixed assets 2204.92 2135.19

Net current assets 369.17 292.29

Misc. expenses 0.00 0.00

Capital employed 2574.09 2427.48

Represented by

Equity capital 1101.29 1101.29

Reserve& Surplus 385.48 213.89

deferred tax 34.03 0

Net worth 1520.80 1315.18

Loan fund 953.29 615.8

Share Application money 100.00 496.5

Capital employed 2574.09 2427.48

The growth rate reported by the company during the year under report is very meagre as compared to the previous year and seems to suggest that the recession has almost stalled the growth of the company in term of its financial performance requiring the company to explore and deploy marketing strategy that commensurate with the economic scenario to register better growth in the ensuing financial year .

SHARE CAPITAL:

During the period under report, the authorized share capital of the company remained at its previous year level of Rs.2500.00 lacs divided into 250,00,000 Equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the Company too remained at its level of previous year at Rs. 1101.29 lacs divided into 110,12,900 equity shares of Rs. 10/- each. The category-mix of the shareholdings and its distributions as at 31" March. 2010. have been as under:

CAPITAL EXPENDITURE:

Up to the close of the financial year under report, your company incurred a capital expenditure of Rs 2917.29 lacs, including work-in-progress worth Rs. 82.00 lacs against Rs. 2715.69 lacs in proceeding year, representing a capital expenditure of Rs, 201.60 lacs during the period under report.

PROJECT IMPLEMENTATION STATUS

As the members are aware, out of the 70 rooms facility planned by the company, till the close of preceding financial year it had completed and opened for commercial use only 57 rooms. A very thin growth in term of financial performance of the company inhibited the proposed addition of 13 more rooms to the room inventory of the company and despite a capital expenditure exceeding Rs. 2.00 crores . the said addition of room remained in progress only with the hope that the said addition would materialize and put to commercial use by the end of the current financial year.

AUDITORS:

M/S. MAK & Associates, Chartered Accountants, Indore, the statutory auditors of the company shall hold office as such till the conclusion of the ensuing Annual General Meeting of the Company. A proposal to re-appoint them as such, subject to fulfillment of conditions prescribed under Section 224(IB) of the Companies Act, 1956, is being brought up at the ensuing Annual General Meeting.

STATUTORY STATEMENTS :

1. Public Deposit

During the period under report too, your company has not accepted any deposit from public in term of Section 58-A of the Companies Act, 1956 and rules framed and notifications issued there under.

2. Information as par Sec 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 for the year ended 31st March 2010 are given as under: -

(a) Conservation of Energy :

The basic engineering design of the Hotel is based on optimum energy consumption and provision is made to conserve energy to the maximum possible extent, which would reduce the liability on energy bills.

(b) Technology Absorption:

During the year no amount has been incurred on technology absorption (Previous Year Rs. NIL)

(c) Foreign Exchange Earnings & Outgo:

During the period under report, your company has earned Foreign Exchange equivalent to Indian Rupees 53.09 lacs against 53.11 lacs during the preceding accounting period. During the period under report too, your company did not spent any amount in foreign exchange.

3. Statement pursuant to Sec. 217 (2AA) of the Companies Act 1956:

Your Directors are pleased to state that the Financial results for the period under report have been compiled observing the Going Concern Concept, Accrual & historical record basis conforming to the accounting standards specified under Section 211(3C) of the Companies Act to ensure that the statements disclose true and fair view of the state of affairs of the operations of the company and that in the said compilation due care has been taken to see that adequate accounting record in accordance with the statutory requirements for safeguarding the assets of the company does

exist and that possibilities of fraud and other ir-regularities in the Company, if any, are timely detected, provided for and recurrence thereof is prevented and that the statements reflect true and fair view of the state of affairs of the Company as at the 31" March, 2010 and the profit and loss for the accounting period ended on the said date.

Constitution of Audit Committee:

In term of requirements of Section 292 (A) of the Companies Act, 1956, during the period under report your company continues to have an Audit Committee consisting of three non-executive independent directors namely Mr. S. Shankar Narayanan, Mr. Mohd. Hafiz Khan, and Mr. Rajendra Malpani under the Chairmanship of Mr. Shankar Narayanan, an Independent & non executive director. Keepingin view the requirements of Clause 49 of the Listing agreement, the committee was entrusted with greater assignments as brought out under the Corporate Governance Section of this report and mat the Board of Directors generally agreed with and adhered to the suggestions made by the committee in the areas assigned to it and that to reply your queries, if any, the Chairman of the Committee shall be with you at the ensuing Annual General Meeting.

CHANGES IN DIRECTORSHIPS:

Mr.. Mohd Hafiz Khan and Mr. S .Shankar Narayanan, two of the Rotational Directors of the Company, shall retire on trie conclusion of the ensuing Annual General Meeting. However, being eligible, they offer themselves for reappointment and, therefore, a proposal to re- appoint them as such is being brought up before the members, at the ensuing Annual General Meeting. The particulars of director* seeking reappointment is annexed to the notice

Besides during the period under report Mr. Rajendra Malpani, who was inducted as Addl. Directors, shall cease to hold the office as such from the conclusion of the ensuing Annual General Meeting.

DIVIDEND

Keeping in view the fact that the Company is carrying substantial amount of unsecured borrowings and need further capital outlay to finance its expansion plan, your directors feel that for the present if is not in the long term interest of the company to recommend any dividend during the year under report.

PARTICULARS OP EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956.

During the period under, report, the company did not employ any person particulars of whose are required to be reported under the aforesaid provisions of the Act, as amended up to date.

DEMATERIALISATION OF SHARES

The Shares of the Company are required to be compulsorMy traded in the dematerialized form. It shares are admitted for trading under .both the Depository Systems in.India- NSDL and CDSL. The international Securities Identification Number (ISIN) allotted tothe Companys shares under the Depository System is INE 419H0101-9. A total of 8902800 being 80.84 per cent of the total paid up shares capital Of the company have already been dematerialized as on 31"day of March 2010

SECRETARIAL AUDIT:

In term of requirement of SEBI and Stock Exchanges, a Secretarial audit by a practicing Company Secretary was carried out to reconcile the total share capital admitted with the NSDL and CDSL with the total issued and listed capital. The said audit is carried out on quarterly basis which aims at confirming that the total issued/paid -up capital tallies with the aggregate of shares existing in physical and demat form held with the said depositories.

AUDITORS REPORT:

The notes on accounts referred to in the Auditors Report dated 20th day of August, 2010, appended hereto read with the Management Discussion and Analysis and other disclosures made /brought out herein above are almost self-explanatory and, therefore, generally do not require any further or supplemental comments from your Directors.

ACKNOWLEDGEMENTS:

Your Directors place on record their grateful and sincere thanks for excellent support and co-operation your company received from the Ministry of Tourism, Govt, of India and Department of Tourism of Govt. of Madhya Pradesh, banks and other government bodies and we look forward to their continued support and patronage in future. Your Directors Wish to record their appreciation of the excellent efforts put in by the executives and staff at all levels which culminated into creation of still better financial and operational performance record for the company and hope that this trend would be kept even during the ensuing years.

FOR & ON BEHALF OF THE BOARD Place:Bhopal Date:20th Aug.,2010 Sd/ SIKANDAR HAFIZ KHAN Chairman &Mg.Director

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