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Directors Report of Tulip Star Hotels Ltd.

Mar 31, 2015

The Directors present herewith the Twenty Eighth Annual Report and the audited accounts of the Company for the year ended 31st March 2015.

FINANCIAL RESULTS

Te financial results of the Company for the year under review are summarized below:- (Rs. in lacs)

2014-2015 2013-2014

Loss before Finance Cost & Provision for Taxes 111.63 105.38

Add : Finance Cost 363.41 385.92

Less : Provision for Income Tax (Deferred Tax ) (2.85) (32.99)

Loss for the year 427.19 458.31

Profit and Loss Account Balance (422.46) 35.85

Balance available for Appropriation (894.65) (422.46)

On account of legal disputes, your Company did not receive any Hotel Management Fees during the year. Te performance of your Company will depend on the time factor involved in the final decision in the ongoing litigations. and legal matters.

DIVIDENDS

Te Directors regret their inability to recommend dividend.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 205C of the Companies Act, 1956, amounts lying unclaimed in the unpaid dividend accounts of the Company, is required to be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government after such amount has remained unclaimed or unpaid for a period of seven years from the date of transfer to the unpaid dividend account.

During the year, the Company transferred an amount of Rs.95,948 to the IEPF being the unclaimed dividend for the financial year 2006-07. Inadvertently there was delay in depositing the amount with IEPF.

FINANCE

Te total borrowings stood at Rs.45.45 crores as at March 31, 2015 as against Rs.41.49 crores as on March 31, 2014. Te increase in debt was on account of fresh borrowings, interest and payments on behalf of the Company.

HUMAN RESOURCES

As on 31st March 2015, the Company has 10 employees on its roll, excluding the Executive Director.

DIRECTORS

At a meeting of the Board of Directors of the Company held on February 14, 2015, on the recommendation of the Nomination & Remuneration Committee, Ms. Ramola Mahajani, was appointed as Additional Director (Non-Executive Director) of the Company with effect from March 30, 2015. Apart from bringing gender diversity on the Board, Ms. Mahajani also brings with her experience of over 40 years covering Human Resource Development. "Ms Ramola Mahajani has done Master of Arts in Applied Psychology, University of Bombay and Master of Science with Advanced Applied Psychology, University of Aston in Birmingham, UK. She is an Associate Fellow of the British Psychological Society and a Chartered Psychologist. Her areas of expertise include application of the principles of Occupational Psychology in Employee Selection, Training, Management Development and HR Planning. She has over 40 years of experience in Human Resources Development and is a Management Professional."

Te constitution of your Company's Board is now fully compliant with the provisions of Section 149 of the Companies Act, 2013. Ms. Mahajani vacates office as per Article 101 (2) of the Articles of Association of the Company at the ensuing Annual General Meeting. Necessary resolution for appointment of Ms. Mahajani as Independent Director of the Company is included in the Notice calling the Annual General Meeting.

Te Board recommends the aforesaid resolutions for your approval.

Dr. Ajit B. Kerkar, retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of Companies Act, 2013 and being eligible, offers himself for re-appointment.

BOARD COMMITTEES

Your Company has constituted the following Committees:

- Audit Committee

- Stakeholders Relationship Committee

- Nomination and Remuneration Committee

a. Audit committee

Te Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act 2013. Te Audit Committee oversees of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

Composition of the Audit Committee:

Sr. No Name category

1 Mr. M. Narayanan ( Chairman) Independent, Non Executive

2 Mr. Mahendra Lodha Independent, Non Executive

3 Mr. A. B. M. Good Non Independent, Non Executive

4 Mr. Arvind S. Herwadkar Independent, Non Executive

5 Mr. Shailesh S. Mody Independent, Non Executive All the recommendations of the Audit Committee have been accepted by the Board.

b. Stakeholders relationship committee

Te Stakeholders Relationship Committee' is primarily responsible to review all matters connected with the Company's transfer of securities and redressal of shareholders' / investors' / security holders' complaints. Te Committee also monitors the implementation and compliance with the Company's Code of Conduct for Prohibition of Insider Trading.

Composition of the Stakeholders Relationship Committee

Sr. No Name of Director executive/Non executive

1 Mr. Arvind S. Herwadkar (Chairman) Independent, Non Executive

2 Mr. M. Narayanan Independent, Non Executive

3 Mr. Pesi S. Patel Independent, Non Executive

c. Nomination and remuneration committee

Te Nomination and Remuneration Committee shall identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Director's performance. Te Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other Employees.

Composition of the Nomination and Remuneration Committee is as under

Sr. No Name of Director Executive/Non Executive

1 Mr. Pesi S. Patel (Chairman) Independent, Non Executive

2 Mr. M. Narayanan Independent, Non Executive

3 Mr. Arvind S. Herwadkar Independent, Non Executive

4 Mr. A. B. M. Good Non Independent, Non Executive Director 5. Dr. Ajit B. Kerkar Non Independent, Executive Director

PUBLIC DEPOSITS

During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

BUSINESS RESPONSIBILITY REPORT

Te Company has neither subsidiary company, nor the financial resources or the manpower to undertake the activities envisaged in Clause 55 of Listing Agreement.

DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

Your Company has put in place adequate internal financial controls with reference to the financial statements, as outlined below :

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. Tese are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

PARTICULARS OF INFORMATION FORMING PART OF THE BOARD'S REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 EXTRACT OF ANNUAL RETURN (MGT 9)

Pursuant to Section 92 of Companies Act, 2013, every Company is required to prepare Annual Return for the end of previous financial year. Under subsection (3) of the said Section, it is also mandatory to enclose the extract of the Annual Return with Directors Report.

Te extract of the Annual Return as prescribed is enclosed as Annexure I to the Directors Report.

DETAILS OF BOARD MEETING HELD

Five Board Meetings were held during the year. Te Board of Directors of your Company met on May 29, 2014, August 13, 2014, September 30, 2014, November 13, 2014 and February 14, 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and loss of the Company for year ended on that date;

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

(d) they have prepared the annual accounts on a going concern basis; and

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

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

A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Te Board had on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. Te policy is enclosed as Annexure II to this Report.

Te Company has no employee mentioned in Section 197 of Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

AUDITORS & AUDITORS' REPORT

Messrs Ray & Ray, Chartered Accountants, Statutory Auditors of the Company retire, and being eligible, offer them for re-appointment. Te Company has obtained a written consent from Messrs Ray & Ray to the effect that their re-appointment if made, will be within the limits specified under the Companies Act, 2013. In compliance with the provisions of the Companies Act, 2013, it is proposed to reappoint them as Statutory Auditors of the Company at the forthcoming 28th Annual General Meeting.

With respect to the observations of the Auditors in the Annexure to their Report, the response of the management is as under :- Clause iii regarding Loans Loans Granted :- Your Company has lent Rs.37 crores to V Hotels Ltd., in which your Company holds 50% of equity stake. In view of the present financial position of V Hotels Ltd. it was decided not to charge interest. Te financial position of V Hotels Ltd. is expected to strengthen once the legal disputes are resolved.

Clause vii (a) regarding delays in payment of statutory dues:

Due to liquidity problems faced by the Company, there has been a delay in payment of the statutory dues.

Clause x regarding terms of guarantee being prejudicial to the interest of the Company:

Te prime security based on which the Banks have disbursed / guaranteed loans to the other Company is the charge on the immovable property owned by V Hotels Ltd. and the guarantee is only by way of additional security. In the opinion of the management, the market value of the immovable property charged is far in excess of the loans disbursed / guaranteed by the Banks.

SECRETARIAL AUDIT REPORT

Secretarial Audit' has been introduced under Companies Act, 2013. It is compliance audit, by Independent Practicing Company Secretary. As per Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to obtain 'Secretarial Audit Report' from Independent Practicing Company Secretary.

Te Secretarial Audit Report dated May 14, 2015 pursuant to the Act and the Listing Agreement gives certain remark and it is addressed as the omission to give advertisement in newspaper about the board meeting was inadvertent and the Company will comply in future.

Te Secretarial Audit Report for the financial year ended March 31st, 2015 is enclosed as Annexure III to the Directors Report.

LOANS, GUARANTEES & INVESTMENTS AS OF MARCH 31, 2015

Loans 37,00,00,000

Guarantees 133,52,00,000

Investments 22,03,57,000

There were no loan, guarantee and investment made during financial year 2014-15.

RELATED PARTY TRANSACTIONS

All transactions entered into with the Related Parties as defned under the Companies Act, 2013 during the financial year were in the ordinary course of business and on arm's length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. Tere were no Material Related Party Transactions during the year. Tus, disclosure in Form AOC-2 is not required.

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

Te Company has no activity relating to conservation of energy or technology absorption. Te Company did not have any foreign exchange earnings as well as there are no outgoings during the year.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board / Director(s) for the financial year 2014-15.

INFORMATION FORMING PART OF THE DIRECTORS REPORT PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATIION OF MANAGERIAL PERSONNEL) RULES, 2014

Te relevant information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure IV to this Report.

VIGIL MECHANISM

Te Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism. This has provided a mechanism for Directors and Employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee; any instance of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. Te aforesaid policy has also been uploaded on the Company's website www.tulipstarhotel.com

CORPORATE GOVERNANCE REPORT

In terms of SEBI Circular dated September 15, 2014, the revised Clause 49 of Listing Agreement has exempted companies for the time being having paid up share capital not exceeding INR 10 crore and net worth not exceeding INR 25 crore, as on the last day of the previous financial year. Accordingly, the Corporate Governance Report does not form part of the Annual Report for the financial year 2014-15.

ORDERS BY REGULATORS, COURTS OR TRIBUNALS

No significant and/or material orders were passed by any regulator or court or tribunal impacting the going concern status and the Company's operations in future.

GROUP

Pursuant to intimation from the Promoters, the names of the Promoters and entities comprising "group" are disclosed below for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 :

Sr. No. Name Shares held

1. Cox & Kings Limited 14,02,500

2. Liz Investments Private Limited 6,66,930

3. Sneh Sadan Graphic Services Limited 2,83,000

4. Dr. Ajit B. Kerkar / Mrs. Elisabeth 2,74,070 Kerkar

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere gratitude to the Shareholders for their continued support.

For and on behalf of the Board

Place:Mumbai A. b. M. Good

Date : May 14, 2015 Chairman

(DIN: 00189453)


Mar 31, 2014

The Shareholders,

The Directors present herewith the Twenty Seventh Annual Report and the audited accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS

The financial results of the Company for the year under review are summarized below:-

(rs in lacs) 2013-2014 2012-2013

Loss before Finance Cost & Provision for Taxes 105.38 130.77

Add: Finance Cost 385.92 318.60

Less : Provision for Income Tax (Deferred Tax) (32.99) 19.82

Loss for the year 458.31 469.19

Profit and Loss Account Balance 35.85 505.04

Balance available for Appropriation (422.46) 35.85

On account of legal disputes, your Company did not receive any Hotel Management Fees during the year. The performance of your Company will depend on the time factor involved in the final decision in the ongoing arbitration and legal matters.

DIVIDENDS

The Directors regret their inability to recommend dividend.

FINANCE

The total borrowings stood at Rs. 41.49 crores as at March 31, 2014 as against Rs. 38.58 crores as on March 31, 2013. The increase in debt was on account of fresh borrowings, interest and payments on behalf of the Company.

DIRECTORS

The Companies Act, 2013 provides that Independent Directors shall not be liable to retire by rotation. Accordingly, all the Independent Directors of your Company shall not retire by rotation pursuant to the provisions of Section 149 of Companies Act, 2013 and are proposed to be appointed for 5 (Five) consecutive years for a term upto the Annual General Meeting for the Financial Year 2018-19 or September 29, 2019 whichever is earlier.

Mr. A. B. M. Good, retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of Companies Act, 2013 and being eligible, offers himself for re-appointment.

Dr. Ajit B. Kerkar, Managing Director of the Company, who hitherto was not liable to retire by rotation, shall now retire by rotation pursuant to the provisions of Section 152 of Companies Act, 2013.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public within the meaning of RBI Directions 1998.

EMPLOYEES

The Company does not have any employee covered by Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956

The Company has no activity relating to conservation of energy or technology absorption. The Company did not have any foreign exchange earnings as well as there are no outgoings during the year.

CORPORATE GOVERNANCE

The detailed report on the various issues, including the Auditor''s Report on Corporate Governance is attached to this Report.

AUDITORS & AUDITORS REPORT

Messrs. Ray & Ray, Chartered Accountants who had been appointed by the members at the Twenty Sixth Annual General Meeting as the Statutory Auditors for the year 2013-2014 would be retiring at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Auditors have confirmed their eligibility and willingness to accept the office, if re-appointed. The members are requested to consider their re-appointment.

With respect to the observations of the Auditors in the Annexure to their Report, the response of the management is as under :-

Clause 5 regarding Loans

Loans Granted :-

Your Company has lent Rs. 37 crores to V Hotels Ltd., in which your Company holds 50% of equity stake. In view of the present financial position ofV Hotels Ltd. it was decided not to charge interest. The financial position ofV Hotels Ltd. is expected to strengthen once the legal disputes are resolved.

Loans Taken :-

The Management of your Company is in negotiations with the Lenders to have suitable repayment schedule.

Clause 10 regarding absence of internal audit system:

The present scale of operations does not warrant a formal internal audit system. However, its control procedures ensure reasonable internal checking of its financial and other records.

Clause 12 regarding delays in payment of statutory dues:

Due to liquidity problems faced by the Company, there has been a delay in payment of the statutory dues.

Clause 19 regarding terms of guarantee being prejudicial to the interest of the Company:

The prime security based on which the Banks have disbursed / guaranteed loans to the other Company is the charge on the immovable property owned by V Hotels Ltd. and the guarantee is only by way of additional security. In the opinion of the management, the market value of the immovable property charged is far in excess of the loans disbursed / guaranteed by the Banks.

RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

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

In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures if any.

The Company has selected and applied such accounting policy consistently and judgments and estimates are made in a reasonable and prudent manner so as to give true and fair view of the state of affairs of the Company as at the end of the financial year and loss of the Company for that period.

Proper and sufficient care has been taken for maintenance of accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing / detecting fraud and other irregularities.

The annual accounts are prepared on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere gratitude to the Shareholders for their continued support.

For and on behalf of the Board Place:Mumbai A. B. M. Good Date : May 29, 2014 Chairman


Mar 31, 2013

To the Shareholders,

The Directors present herewith the Twenty Sixth Annual Report and the audited accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS

The f nancial results of the Company for the year under review are summarized below:-

(Rs. in lacs)

2012-2013 2011-2012

Loss before Finance Cost & Provision for Taxes 130.77 116.17

Add : Finance Cost 318.60 244.91

Less : Provision for Income Tax (Deferred Tax) 19.82 0.35

Loss for the year 469.19 361.43

Prof t and Loss Account Balance 505.04 866.47

Balance available for Appropriation 35.85 505.04

On account of legal disputes, your Company did not receive any Hotel Management Fees during the year. The performance of your Company will depend on the time factor involved in the f nal decision in the ongoing arbitration and legal matters.

DIVIDEND

THe Directors regret their inability to recommend dividend.

FINANCE

The total borrowings stood at Rs. 38.58 crores as at March 31, 2013 as against Rs. 35.66 crores as on March 31, 2012. The increase in debt was on account of fresh borrowings, interest and payments on behalf of the Company.

DIRECTORS

Dr. Ajit B. Kerkar has been re-appointed as Managing Director for a period of 5 years with ef ect from 1st April 2013. The re-appointment is subject to approval of the members in the General Meeting. Accordingly the necessary approval of the members is sought at the ensuing Annual General Meeting.

Pursuant to Section 256 of the Companies Act, 1956, Mr. Mahendra Lodha and Mr. Arvind S. Herwadkar retire at the 26th Annual General Meeting and being eligible, of er themselves for re-appointment.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public within the meaning of RBI Directions 1998.

EMPLOYEES

The Company does not have any employee covered by Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956

The Company has no activity relating to conservation of energy or technology absorption. The Company did not have any foreign exchange earnings as well as there are no outgoings during the year.

CORPORATE GOVERNANCE

The detailed report on the various issues, including the Auditor''s Report on Corporate Governance is attached to this Report.

AUDITORS REPORT

Messrs. Ray & Ray, Chartered Accountants who had been appointed by the members at the Twenty Fifth Annual General Meeting as the Statutory Auditors for the year 2012-2013 would be retiring at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Auditors have conf rmed their eligibility and willingness to accept the of ce, if re-appointed. The members are requested to consider their re-appointment.

With respect to the observations of the Auditors in the Annexure to their Report, the response of the management is as under :- Clause 5 regarding Loans Loans Granted :- Your Company has lent Rs. 37 crores to V Hotels Ltd., in which your Company holds 50% of equity stake. In view of the present f nancial position of V Hotels Ltd. it was decided not to charge interest. The f nancial position of V Hotels Ltd. is expected to strengthen once the legal disputes are resolved.

Loans Taken :- The Management of your Company is in negotiations with the Lenders to have suitable repayment schedule. Clause 10 regarding absence of internal audit system:

The present scale of operations does not warrant a formal internal audit system. However, its control procedures ensure reasonable internal checking of its f nancial and other records.

Clause 12 regarding delays in payment of statutory dues:

Due to liquidity problems faced by the Company, there has been a delay in payment of the statutory dues.

Clause 19 regarding terms of guarantee being prejudicial to the interest of the Company:

The prime security based on which the Banks have disbursed / guaranteed loans to V Hotles Ltd. is the charge on the immovable property owned by V Hotels Ltd. and the guarantee is only by way of additional security. In the opinion of the management, the market value of the immovable property charged is far in excess of the loans disbursed / guaranteed by the Banks.

RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors hereby conf rms that :

Ø in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures if any.

Ø the Company has selected and applied such accounting policy consistently and judgments and estimates are made in a reasonable and prudent manner so as to give true and fair view of the state of af airs of the Company as at the end of the f nancial year and loss of the Company for that period.

Ø proper and suf cient care has been taken for maintenance of accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing / detecting fraud and other irregularities.

Ø the annual accounts are prepared on a going concern basis.

ACKNOWLEDGEMENTS :

Your Directors take this opportunity to express their sincere gratitude to the Shareholders for their continued support. For and on behalf of the Board

Place:Mumbai A. B. M. Good

Date : May 29, 2013 Chairman


Mar 31, 2011

To the Shareholders,

The Directors present herewith the Twenty Fourth Annual Report and the audited accounts of the Company for the year ended 31st March 2011.

FINANCIAL RESULTS

The financial results of the Company for the year under review are summarized below:-

(Rs. in lacs)

2010-2011 2009-2010

Total Income 0.21 0.07

Loss before Finance Cost & Provision for Taxes 104.90 69.36

Add : Finance Cost 304.76 263.01

Less : Provision for Income Tax (Deferred Tax) 83.33 (16.04)

Loss for the year 492.99 316.33

Profit and Loss Account Balance 1359.46 1675.79

Balance available for Appropriation 866.47 1359.46

On account of legal disputes, your Company did not receive any Hotel Management Fees during the year. The performance of your Company will depend on the time factor involved in the final decision in the ongoing arbitration and legal matters.

DIVIDENDS

The Directors regret their inability to recommend dividend.

FINANCE

The total borrowings stood at Rs. 33.40 crores as at March 31, 2011 as against Rs. 21.30 crores as on March 31, 2010. The increase in debt was on account of fresh borrowings, interest and payments on behalf of the Company.

DIRECTORS

Pursuant to Section 256 of the Companies Act, 1956, Mr. Arvind S. Herwadkar and Mr. A. B. M. Good retire at the 24th Annual General Meeting and being eligible, offer themselves for re-appointment.

At the board meeting held on May 31, 2011, Mr. Mahalingam Narayanan, was appointed as an Additional Director (Independent) of the Company with effect from May 31, 2011. Mr. Narayanan holds office as an Additional Director under Section 260 of the Companies Act 1956 up to the date of the ensuing Annual General Meeting and it is proposed to appoint him as a Director liable to retire by rotation at the said meeting.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public within the meaning of RBI Directions 1998.

EMPLOYEES

The Company does not have any employee covered by Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956

The Company has no activity relating to conservation of energy or technology absorption. The Company did not have any foreign exchange earnings as well as there are no outgoings during the year.

CORPORATE GOVERNANCE

The detailed report on the various issues, including the Auditor's Report on Corporate Governance is attached to this Report.

AUDITORS & AUDITORS REPORT

Messrs. Ray & Ray, Chartered Accountants who had been appointed by the members at the Twenty Third Annual General Meeting as the Statutory Auditors for the year 2010-2011 would be retiring at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Auditors have confirmed their eligibility and willingness to accept the office, if re-appointed. The members are requested to consider their re-appointment.

With respect to the observations of the Auditors in the Annexure to their Report, the response of the management is as under :- Regarding Non Provisioning of the interest aggregating to Rs. 2,78,91,670/-.

Your Directors are hopeful of getting waiver of the aforesaid amount for which Petition is filed before the Central Board of Direct Taxes. Clause 5 regarding Loans Loans Granted :- In view of the present f nancial position of V Hotels Ltd., in which your Company holds 50% of equity stake, it was decided not to charge interest. The financial position of V Hotels Ltd. is expected to strengthen once the legal disputes are resolved.

Loans Taken :- The Management of your Company is in negotiations with the Lenders to have suitable repayment schedule. Clause 10 regarding absence of internal audit system:

The present scale of operations does not warrant a formal internal audit system. However, its control procedures ensure reasonable internal checking of its financial and other records.

Clause 12 regarding delays in payment of statutory dues:

Due to liquidity problems faced by the Company, there has been a delay in payment of the statutory dues.

Clause 19 regarding terms of guarantee being prejudicial to the interest of the Company:

The primary security based on which the Lenders Banks have disbursed / guaranteed loans to the other Company is the charge on the immovable property owned by V Hotels Ltd. and the guarantee is only by way of additional security. In the opinion of the management, the market value of the immovable property charged is far in excess of the loans disbursed / guaranteed by the Lenders Banks.

RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors hereby confirms that :Rs. in the preparation of the annual accounts, the applicable accounting standards have been followed.

the Company has selected and applied such accounting policy consistently and judgments and estimates are made in a reasonable and prudent manner so as to give true and fair view of the state of affairs of the Company as at the end of the financial year and loss of the Company for that period.

proper and suf cient care has been taken for maintenance of accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing / detecting fraud and other irregularities.

the annual accounts are prepared on a going concern basis.

ACKNOWLEDGEMENTS :

Your Directors take this opportunity to express their sincere gratitude to the Shareholders for their continued support.

For and on behalf of the Board

Place:Mumbai A. B. M. Good

Date : May 31, 2011 Chairman


Mar 31, 2010

The Directors present herewith the Twenty Third Annual Report and the audited accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS

The financial results of the Company for the year under review are summarized below: -

(Rs. in lacs)

2009-2010 2008-2009

Total Income 0.07 12.09

Loss before Finance Cost & Provision for Taxes 69.36 61.00

Add: Finance Cost 263.01 214.53

Less: Provision for Income Tax (16.04) (68.14)

Loss for the year 316.33 207.39

Profit and Loss Account Balance 1675.79 1883.18

Balance available for Appropriation 1359.46 1675.79 On account of legal disputes, your Company did not receive any Hotel Management Fees during the year. The performance of your Company will depend

on the time factor involved in the final decision in the ongoing arbitration and legal matters.

DIVIDENDS

The Directors regret their inability to recommend dividend.

FINANCE

The total borrowings stood at Rs. 21.30 crores as at March 31, 2010 as against Rs. 17.39 crores as on March 31,2009. The increase in debt was on account

of interest and payments on behalf of the Company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT :

We have attempted to include discussions on all specified matters to the extent relevant.

Industry Structure and Developments

The Indian Tourism Industry has moved up 3 places on the list of the worlds attractive destination as per the Travel and Tourism Competitiveness Report

2009. This progress is achieved, despite the economic slowdown all over the globe, as the number of timely measures was taken by the Government and

Reserve Bank of India to arrest the slowdown.

Risks and Concerns

The tourism & hospitality industry is extremely sensitive to downturns in business cycles, terror attacks, epidemics, conflicts & natural calamities. The time factor for the final decision and the outcome of the final decision in the matters under litigation can have a bearing on the quality of Companys investments in other hotel owning companies and the revenue of the Company.

Business Outlook

As mentioned above the prospects of your Company is linked to the time factor involved in the final decision in the ongoing arbittation and legal matters and the ability of the Company to raise long tetm funds.

Internal Control Systems and their adequacy

Intetnal control systems have been found to be adequate commensurate with its size and nature of business. The Audit Committee periodically reviews the internal control systems in operations.

Financial Performance

As a matter of prudence the Company has not accounted for interest on the amount owing by V Hotels Ltd. in which the Company holds 50 percent equity stake. The loss for the year is Rs. 316.33 lacs as against loss of Rs. 207.39 lacs for the previous year.

Human Resources

It is our constant endeavour to motivate and harness the creative skills of our employees whereby organizational objectives are in harmony with employees goals.

Cautionary Statement

Statements in the Management Discussion and Analysis section describing the Companys objectives, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. These statements reflect the Companys current views with respect to the future events and are subject to risks and uncertainties. Actual results could differ materially from those expressed or implied.

DIRECTORS

Pursuant to Section 256 of the Companies Act, 1956, Mr. Shailesh S. Mody and Mr. Mahendra Lodha retire at the 23rd Annual General Meeting and being eligible, offer themselves for re-appointment.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public within the meaning of RBI Directions 1998.

EMPLOYEES

The Company does not have any employee covered by Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956

The Companv has no activity relating to conservation of energy or technology absorption. The Company did not have any foreign exchange earnings as well as there are no outgoings during the year.

CORPORATE GOVERNANCE

The detailed report on the various issues, including the Auditors Report on Corporate Governance is attached to this Report.

AUDITORS & AUDITORS REPORT

Messrs. Ray & Ray, Charteted Accountants who had been appointed by the members at the Twenty Second Annual General Meeting as the Statutory Auditors for the year 2009-2010 would be retiring at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Auditors have confirmed their eligibility and willingness to accept the office, if re-appointed. The members are requested to consider their re-appointment.

With respect to the observations of the Auditors in the Annexure to their Report, the response of the management is as under :-

Regarding Non Provisioning of the interest aggregating to Rs. 2,78,91,670

Your Directors are hopeful of getting waiver of the aforesaid amount upon filing of the Petition before the Centtal Board of Direct Taxes.

Clause 5 regarding Loans

Loans Granted :-

In view of the present financial position of V Hotels Ltd., in which your Company holds 50% of equity stake, it was decided not to charge interest. The Financial Position of V Hotels Ltd. is expected to strengthen once the legal disputes are resolved.

Loans Taken :-

The Management of your Company is in negotiations with the Lenders to have suitable repayment schedule.

Clause 10 regarding absence of internal audit system:

The present scale of operations does not warrant a formal internal audit system. However, its control procedures ensure reasonable internal checking of its financial and other records.

Clause 12 regarding delays in payment of statutory dues:

Due to liquidity problems faced by the Company, there has been a delay in payment of the statutory dues.

Clause 19 regarding terms of guarantee being prejudicial to the interest of the Company:

The prime security based on which the Banks have disbursed / guaranteed loans to the other Company is the charge on the immovable property owned by V Hotels Ltd. and the guarantee is only by way of additional security. In the opinion of the management, the marker value of the immovable property charged is far in excess of the loans disbursed / guaranteed by the Banks.



RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

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

- in the preparation of the annual accounts, the applicable accounting standards have been followed.

- the Company has selected and applied such accounting policy consistently and judgments and estimates are made in a reasonable and prudent manner so as to give true and fair view of the state of affairs of the Company as at the end of the financial year and loss of the Company for that period.

- proper and sufficient care has been taken for maintenance of accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing / detecting fraud and other irregularities.

- the annual accounts are prepared on a going concern basis.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their sincere gratitude to the Shareholders for their continued support.

For and on behalf of the Board

Place:Mumbai A. B. M. Good

Date : May 31,2010 Chairman

 
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