Directors Report of Dhanada Corporation Ltd.

Mar 31, 2015

The Board of Directors of your Company has pleasure in presenting the 29th Annual Report of the Company together with the Audited statements of accounts for the year ended on 31st March 2015.

1. Financial summary or highlights / Performance of the Company (Standalone and Consolidated):

Your Company's financial summary / performance during the year under review as compared to the previous year are summarized below.

(Rs, in Crores)

Particulars 2014 - 2015 2013 - 2014

Turnover 8.62 8.45

Profit/(Loss) before Finance charges, Tax, Depreciation / Amortization (2.08) 3.20

Finance Charges 1.71 1.73

Profit/(Loss) before Tax, Depreciation / Amortization (3.79) 1.46

Depreciation 2.09 1.34

Profit/(Loss) before Tax (5.88) 0.12

Provision for Tax Nil 0.02

Profit/(Loss) after Tax (5.88) 0.10

Proposed Dividend Nil Nil

On the basis of consolidated financial statements, financial summary / performance of the Group is summarized below:

(Rs, in Crores)

Particulars 2014 - 2015 2013 - 2014

Turnover 8.67 9.07 Profit/(Loss) before Finance charges, Tax, Depreciation / Amortization 1.72 1.53

Finance Charges 2.28 2.23

Profit/(Loss) before Tax, Depreciation / Amortization (0.56) (0.70)

Depreciation 2.63 1.95

Profit/(Loss) before Tax (3.19) (2.65)

Provision for Tax (8.73) 0.02

Profit/(Loss) after Tax (3.10) (2.67)

Minority Interest (0.16) (0.77)

Profit/(Loss) for the year (2.94) (1.89) Proposed Dividend Nil Nil

2. Dividend:

In view of the losses, the Board of Directors does not recommend any dividend for the year ended on 31st March 2015.

3. Reserves:

No amount is proposed to be transferred to the Reserves.

4. State of Affairs (Standalone and Consolidated):

The turnover of the Company has increased marginally during the year. However, operating margins were under pressure. The Company has suffered losses due to increase in the cost of input, finance costs and other expenses.

The occupancy rate and Average Room Revenue (ARR) remained stagnant due to general economic slowdown.

Paucity of funds affected the performance of the whole Group. The subsidiaries were non – operational during most of the year due to acute shortage of working capital. The subsidiaries have suffered losses.

Finance

The shortage of finance remained a major concern during the year. The parent company was not able to extend its helping hand due to its own problems.

The management is striving hard to arrange funds for repayment of debt and working capital necessary for smooth running of the operations.

Current Year Prospects

The fortune of the hospitality industry has always been linked to the prospects of the tourism industry and general economic growth. On both fronts, the current year seems to be positive. Barring unforeseen difficulties, the Hotel is expected to continue on its path of steady growth. However, due to stagnant ARR, margins are likely to remain under pressure.

As mentioned earlier, shortage of finance remains a major factor affecting the performance of the Company.

During the first quarter of the current year, the F&B segment suffered a set-back due to general economic slow-down and severe draught in the region.

5. Change(s) in the nature of business, if any:

There is no change in the nature of business of the Company.

6. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report:

Nil. No such material changes and commitments have occurred.

7. Details of significant and material orders passed by the regulators / courts / tribunals impacting the going concern status and the Company's operations in future:

Nil. No such orders are passed.

8. Statement in respect of adequacy of internal financial controls with reference to the Financial Statements:

Internal Financial controls are adequate commensurate with the size, nature of operations of the Company. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial statements.

9. Details of Subsidiary / Associate Companies / Joint Ventures:

Dhanada Engineering Private Limited, Dhanada Education Private Limited and Dhanada Clean Energy (India) Private Limited are subsidiaries of the Company. The Company has no Associate Company / Joint Venture.

The Company has formulated policy for determining Material Subsidiaries. The said policy is available on the website of the Company. A web link thereto is http://www.dhanadacorp.com/pdf/Policy_for_deteriming_ Material_Subsidiary.pdf.

A statement containing the salient features of the financial statement of subsidiaries in Form No. AOC-1 is attached as Annexure 1 to the Directors' Report.

The Consolidated financial statements, prepared in accordance with Section 129(3) of the Companies Act, 2013 and listing agreement, form part of the Annual Report.

Further, in accordance with Section 136 of the Companies Act, 2013, the audited financial statements including consolidated financial statements and all other documents required to be attached thereto and audited accounts of subsidiaries are available on the website of the Company www.dhanadacorp.com.

10. Performance and financial position of each of the subsidiaries included in the consolidated financial statement:

Dhanada Engineering Private Limited, a Company engaged in manufacture of press parts for automobile industry, is a subsidiary of your Company.

Dhanada Education Private Limited, a Company engaged in the business of providing education and training, is a subsidiary of your Company.

Both the aforesaid subsidiaries were non - operational during most of the year. They have suffered losses. This was due to acute shortage of working capital.

Dhanada Clean Energy (India) Private Limited, a Company engaged in manufacture and selling of wind power driven turbines, is a subsidiary of your Company. The Company is in capital intensive sector and its performance has also suffered due to shortage of working capital. It has also suffered losses.

11. Particulars of loans /advances /guarantees /investments outstanding during the financial year:

The particulars of loans / advances / guarantees / investments covered under Section 186 of the Companies Act, 2013 and as per Clause 32 of the Listing Agreement are given in the notes to the financial statements provided in the Annual Report.

12. Deposits:

The Company has not accepted deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the rules framed there under.

13. Auditors:

Statutory Auditors

M/s. G. K. Chandavarkar & Co., Chartered Accountants, Pune were appointed as Statutory Auditors of the Company in the 28th Annual General Meeting held on 30th September 2014 to hold office till the conclusion of 30th Annual General Meeting. Pursuant to Section 139(1) of the Companies Act, 2013, the Company will place the matter related to such appointment for ratification by the members at the ensuing annual general meeting. The Company has received eligibility certificate from the said Auditors in accordance with the provisions of Section 141 of the Companies Act, 2013.

Secretarial Auditor

Mr. R. V. Pore, Practicing Company Secretary was appointed to conduct the secretarial audit of the Company for the financial year 2014 - 2015, as required under Section 204 of the Companies Act, 2013 and rules made there under. The Secretarial Audit Report in Form No. MR-3 for the financial year 2014 - 2015 is attached as Annexure 2 to the Directors' Report.

14. Explanations or comments on qualification, reservation or adverse remark or disclaimer in Auditor's Report:

The Audit Report contains certain observations and we offer our comments in this regard as under:

Note 26(B) 1

The management was advised that the allotment is required to be made before the execution of the Conveyance Deed. Accordingly, in good faith the Board allotted the necessary shares to Dr. Laxman V. Kulkarni and prepared the deed for registration. However, Dr. Laxman V. Kulkarni, expressed his desire for upward revision of the total consideration, as the prices of the Land at Nande have gone up considerably since 01.04.2008 i.e. the appointed date and the market price of the equity shares of the Company have not appreciated in line with the same. Due to this the conveyance with Dr. Laxman V. Kulkarni is not yet done. The management is exploring ways and means to sort out the issue and hopes that the same will be resolved amicably. However, until the financial difficulties are resolved, a solution to this issue appears remote.

Statutory Dues:

Due to financial difficulties the Company could not pay the deferred sales tax. However, the Company will settle the dues shortly.

Rest of the Auditor's observations are self explanatory.

15. Explanations or comments on qualification, reservation or adverse remark or disclaimer in Secretarial Audit Report:

Discrepancies in the issued share capital and listed share capital:

Due to technical issues, some formalities in respect of issue of shares made by the Scheme of Amalgamation are not yet completed; hence those shares and the shares further issued by the Company through private placement are yet to be listed. The Company is in a process to resolve the issue soon. However, until the financial difficulties are resolved, a solution to this issue appears remote.

Non - fling of Forms MGT-10 required u/s 93 of the Companies Act, 2013:

It was an understanding of the management that the Form MGT-10 needs to be fled when the change in the shareholding of the top 10 shareholders is 2% or more of the total paid up capital of the Company. As no such change occurred, the Company did not file any such Form. In future the Company will take due care in this regard.

Regarding violation of the provisions of Section 185 of the Act:

Dhanada Education Pvt.. Ltd. is a subsidiary of the Company. The said subsidiary was non – operational during the year 2014 – 2015. Hence, our Company has advanced sums to the said subsidiary from time to time to meet its essential statutory / fixed expenses. On 31.03.2015, the said subsidiary has issued shares to our Company against the entire amount of advance and interest accrued thereon. Thereafter, the Company has not advanced any amount to the said subsidiary.

The Statutory Auditors does not hold Peer Review Certificates:

The Auditor states that he has submitted his request to the Peer Review Committee and Peer Reviewer. However, the Peer Review is awaited.

Non – publishing notices etc. in the newspapers as required under Listing Agreement:

The Company has submitted notices, quarterly unaudited financial results and audited financial statements etc. required under the Listing Agreement to the Bombay Stock Exchange Ltd. within the prescribed time and the same were also made available on the website of the Company. However, due to financial difficulties, the Company did not publish notices, results and statements etc. in the newspapers.

The Chairman of the Company is also the Managing Director and Chief Executive Officer of the Company:

The Chairman of the Company is appointed as Managing Director and Chief Executive Officer of the Company before the commencement of the Companies Act, 2013. The management proposes to alter the Articles of Association of the Company in the ensuing Annual General Meeting which inter alia enables the Company to appoint the same individual as Chairman, Managing Director and Chief Executive Officer of the Company.

Non – appointment of Company Secretary:

The present Company Secretary has resigned w.e.f. 30.01.2015. The management is looking for another qualified person to fill the vacancy caused by such resignation.

Rest of the Secretarial Auditor's observations are self explanatory.

16. Share Capital:

There were no changes in the share capital during the year under review.

17. Extract of the Annual Return:

The extract of annual return as on the financial year ended on 31st March 2015 in Form No. MGT-9 is enclosed as Annexure 3 and forms part of the Directors' Report.

18. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The Company through constant monitoring, selection of energy saving equipments and education of staff and guests endeavors to conserve and optimize the use of energy.

The Company does not undertake any research and development activity neither does it use any imported technology.

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo : Nil

19. Corporate Social Responsibility (CSR):

Not applicable.

20. Directors:

Changes in Directors and Key Managerial Personnel (KMP)

Mr. Gajanan M. Deshpande (DIN 00151009), Independent Director of the Company resigned with effect from 18th September 2014. The Board accepted his resignation.

Mr. Shriniwas G. Kale (DIN 00150957) was appointed as an Independent Director for a term of 5 (five) consecutive years by the shareholders in the Annual General Meeting held on 30th September 2014.

On the recommendation of Nomination and Remuneration Committee, Mr. Mukund A. Kulkarni (DIN 03481615) was appointed as an Independent Director of the Company on 16th December 2014.

Mrs. Sanjana Mandar Joshi, Company Secretary and Compliance Officer resigned with effect from 30th January 2015. The Board accepted her resignation.

On the recommendation of Nomination and Remuneration Committee, Mr. Ramesh M. Pradhan was appointed as Chief Financial Officer (CFO) of the Company with effect from 13th February 2015.

Till 12th May 2015, the composition of Board was as under:

Name of Director DIN Category

Mr. Ramesh R. Havele 00007580 Executive Director

Mrs. Veena R. Havele 00007596 Non–executive Director

Mr. Shreeniwas G. Kale 00150957 Independent Director

Mr. Mukund A. Kulkarni 03481615 Independent Director

With effect from 12th May 2015, Mr. Mukund A. Kulkarni (DIN 03481615), Independent Director resigned. The Board accepted his resignation. Accordingly, the composition of Board is reconstituted. Now, the Board consists of 3 Directors only.

Re-appointments

Mrs. Veena R. Havele (DIN 00007593) retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Your Directors recommend her re-appointment.

None of the independent directors will retire at the ensuing Annual General Meeting.

Statement on declaration given by Independent Directors

The Company has received necessary declaration from Independent Directors under Section 149(7) of the Companies Act, 2013 that they meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Relationship between directors inter-se

Mr. Ramesh R. Havele (DIN 00007580) and Mrs. Veena R. Havele (DIN 00007593) are related to each other as husband and wife.

Formal Annual Evaluation

The evaluation of the Board and its committees, evaluation of performance of individual directors and independent directors in compliance with Clause 49 of the Listing Agreement, Schedule IV and other applicable provisions of the Companies Act, 2013 was conducted based on the criteria such as the Board composition and structures, effectiveness of board processes, information and functioning, contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The Independent Directors at its separate meeting reviewed the performance of non – independent directors and the Board as a whole and the performance of the Chairman.

The performance of independent directors was evaluated by the entire Board of Directors.

Details of familiarization programmes of Independent Directors

The Company has a policy to keep the Independent Directors informed and updated about the business and the operations of the Company, on a continuous / as needed basis. In order to familiarize the Independent Directors with the Company and to inform them about their roles, rights and responsibilities, the Company conducts the orientation programs for them.

The Company conducts an induction program for every new Independent Director joining the Company's Board covering the organization structure, Company's business and its subsidiaries.

The Company issues detailed letter of appointment to the Independent Directors detailing their roles and duties to be performed as an Independent Director on the Board of the Company.

The details of familiarization programmes of Independent Directors are available on the website of the Company. A web link thereto is http://www.dhanadacorp.com/pdf/Details%20of%20Familiarisation% 20programme%20for%20IDs.pdf.

21. Number of meetings of Board of Directors:

During the financial year 2014 - 2015, 5 (Five) meetings of the Board of Directors were held.

22. Audit Committee:

The Company has Audit Committee. Till 12th May 2015, the composition of the Committee was as stated below:

Name DIN Designation

Mr. Mukund A. Kulkarni 03481615 Chairman

Mrs. Veena R. Havele 00007596 Member

Mr. Shreeniwas G.Kale 00150957 Member

With effect from 12th May 2015, Mr. Mukund A. Kulkarni (DIN 03481615) resigned. Accordingly, the composition of Committee is reconstituted.

Now, the Audit Committee consists of two members only i.e. Mr. Shreeniwas G. Kale (DIN 00150957) and Mrs. Veena R. Havele (DIN 00007580).

All recommendations made by the Committee during the year were accepted by the Board.

23. Stakeholders Relationship Committee:

The Company has Stakeholders Relationship Committee. Till 12th May 2015, the composition of the Committee was as stated below:

Name DIN Designation

Mr. Shreeniwas G. Kale 00150957 Chairman

Mrs. Veena R. Havele 00007596 Member

Mr. Mukund A. Kulkarni 03481615 Member

With effect from 12th May 2015, Mr. Mukund A. Kulkarni (DIN 03481615) resigned. Accordingly, the composition of Committee is reconstituted.

Now, the Stakeholders Relationship Committee consists of two members only i.e. Mr. Shreeniwas G. Kale (DIN 00150957), Chairman of the Committee and Mrs. Veena R. Havele (DIN 00007580).

The Committee reviews and ensures redressal of investor grievances. No investor complaints were received during the financial year 2014 - 15.

24. Nomination and Remuneration Committee:

The Company has Nomination and Remuneration Committee. Till 12th May 2015, the composition of the Committee was as stated below:

Name DIN Designation

Mr. Shreeniwas G. Kale 00150957 Chairman

Mrs. Veena R. Havele 00007596 Member

Mr. Mukund A. Kulkarni 03481615 Member

With effect from 12th May 2015, Mr. Mukund A. Kulkarni (DIN 03481615) resigned. Accordingly, the composition of Committee is reconstituted.

Now, the Nomination and Remuneration Committee consists of two members only i.e. Mr. Shreeniwas G. Kale (DIN 00150957), Chairman of the Committee and Mrs. Veena R. Havele (DIN 00007580).

The Committee has formulated policy on nomination and remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other employees including criteria for determining qualifications, positive attributes and independence of director, performance evaluation and other matters in compliance with Section 178 of the Companies Act, 2013 read with rules made there under and Clause 49 of the Listing Agreement. The Nomination and Remuneration Policy is attached as Annexure 4 to the Directors' Report.

The said policy is also available on the website of the Company. A web link thereto is http://www.dhanadacorp.com/pdf/ Nomination%20and%20Remuneration%20Policypdf

The Committee operates as per the policy adopted by the Board. All recommendations made by the Committee were accepted by the Board.

25. Details of establishment of vigil mechanism for directors and employees:

The Company has established Whistle Blower / Vigil Mechanism Policy for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct and Ethics. The Whistle Blower / Vigil Mechanism Policy is attached as Annexure 5 to the Directors' Report. The said policy is also available on the website of the Company. A web link thereto is http://www.dhanadacorp.com/pdf/Vigil%20Mechanism%20Policy.pdf

26. Particulars of contracts or arrangements with related parties:

The Company has not entered into any contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013.

The Company has formulated policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions in compliance with Clause 49 (VII) (C). During the year, the Company has not entered into any transaction with related parties which could be considered material in accordance with the policy of the Company on related party transactions and listing agreement.

The said policy is available on the website of the Company. A web link thereto is http://www.dhanadacorp.com/pdf/Related_ Party_Transactions_Policy.pdf

27. Managerial Remuneration:

No director draws any remuneration from the Company.

Remuneration of Key Managerial Personnel (KMP)

Remuneration in Remuneration in Name of KMP Designation 2014 – 15 (Rs,) 2013 – 14 (Rs,)

Company Secretary * Ms. Sanjana Joshi 2,10,000 2,52,000

Chief Financial # Mr. Ramesh Officer Pradhan 37,714 Nil

Name of KMP % Increase of Ratio of remuneration remuneration to performance

* Ms. Sanjana NA 0.002 Joshi

# Mr, Ramesh NA 0.0004 Pradhan

* Resigned w.e.f 30.01.2015

# Appointed w.e.f. 13.02.2015

Median Remuneration of Employees (MRE) was Rs, 8,350/- and Rs, 6,950/- in the financial year 2014 – 15 and 2013 – 14 respectively. The increase in MRE in the financial year 2014 – 15, as compared to financial year 2013 – 14 is 20.14%.

The number of permanent employees on the rolls of the Company as on 31.03.2015 and 31.03.2014 are 28 and 32 respectively.

The revenue of the Company has gone up by 1.95%. The Company has suffered losses. The remuneration of the employees has increased by 4.49%.

The market capitalization of the Company increased by 8.11% to Rs, 33,56,01,486/- as of 31.03.2015 from Rs, 31,04,31,375/- as of 31.03.2014. The Price earnings ratio was 5.71 as of 31.03.2015 and 277.50 as of 31.03.2014.

The closing price of the Company's equity shares on BSE as of 31.03.2015 was Rs, 6/- representing a 40% decrease over IPO price.

It is affirmed that the remuneration of employees and KMPs is as per the remuneration policy of the Company.

No director draws any remuneration from the Company. Hence, the ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year is not applicable.

No employee of the Company is receiving remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

28. Risk Management Policy:

In compliance with Clause 49 (VI) (A) and (B) of the Listing Agreement, the Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. The Board of Directors has also framed Risk Management Policy / Plan. The said policy is available on the website of the Company. A web link thereto is http://www.dhanadacorp.com/ pdf/Risk%20Management%20Policypdf.

29. Corporate Governance and Management Discussion and Analysis Report:

The Company is committed to achieve business excellence and stakeholders' welfare through good corporate governance and adhere to the corporate governance requirements set out by SEBI. As per Clause 49 of the Listing Agreement, Management Discussion and Analysis Report and Report on Corporate Governance along with Certificates of Compliance from Auditors are annexed and form part of the Directors' Report.

30. Directors' Responsibility Statement:

The Directors of the Company hereby state 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) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

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

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

31. Acknowledgements:

The Directors express their sincere thanks to Dhanada Holdings Private Limited, the parent company, the Bankers, employees and stakeholders for their continued support and the faith and belief shown by them.

For and on behalf of the Board of Directors

DHANADA CORPORATION LIMITED

Ramesh R. Havele

Place: Pune Chairman & Managing Director

Date: 14th August 2015 (DIN 00007580)

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Mar 31, 2014

Dear Members,

The Board of Directors of your Company has pleasure in presenting the 28th Annual Report of the Company together with the Audited statements of accounts for the year ended on 31st March 2014.

Financial Results (Rs. in Crores)

Particulars 2013-14 2012-13

Gross Income 9.32 9.39

Profit after Tax/(Loss)for the year 0.10 0.47

Proposed Dividend Nil Nil

Provision for Tax on Dividend Nil Nil

Balance carried to Balance Sheet 0.10 0.47

Operations

The turnover of the Company has gone down marginally during the year. The operating margins were under pressure due to increase in input costs and stagnation in room rates. The operations of the Hotel at Aurangabad have now stabilised and have become self- sufficient.

However, the occupancy rate and Average Room Revenue (ARR) remained stagnant due to general economic slowdown and slackness in tourism sector.

Finance

The shortage of finance remained a major concern during the year. The parent company was not able to extend its helping hand due to its own problems. As a result the Company was not able to service its bank loans which ultimately turned into NPAs. The Bankers have taken symbolic possession of the assets of the Company under SURFAESI Act and passed it over to an Asset Reconstruction Company.

The management is striving hard to arrange funds for repayment of debt and working capital necessary for smooth running of the operations.

Current Year Prospects

The fortune of the hospitality industry has always been linked to the prospects of the tourism industry and general economic growth. On both fronts, the current year seems to be positive. Barring unforeseen difficulties, the Hotel is expected to continue on its path of steady growth. However, due to stagnant ARR, margins are likely to remain under pressure.

As mentioned earlier, shortage of finance remains a major factor affecting the performance of the Company.

During the first quarter of the current year, the F&B segment suffered a set-back due to general economic slow-down and severe draught in the region.

Dividend

In order to conserve the resources, the Board of Directors does not recommend any dividend for the year ended on 31st March 2014. Conservation of Energy and Technology Absorption The Company through constant monitoring, selection of energy saving equipments and education of staff and guests, endeavors to conserve and optimize the use of energy.

The Company does not undertake any research and development activity neither does it use any imported technology.

Auditors

M/s. G. K. Chandavarkar & Co., Chartered Accountants, Pune will retire in the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Auditors, if re-appointed, shall hold office till the conclusion of the 30th Annual General Meeting of the Company.

Subsidiaries

Dhanada Engineering Private Limited, a Company engaged in manufacture of press parts for automobile industry, is a subsidiary of your Company. Its turnover and operating margins registered significant decline during the year, due to slump in automobile sector and financial difficulties. It is engaged in the business of providing education and training, is a subsidiary of your Company. It is in early stage of establishment of the infrastructure and has yet to achieve a scale of operation sufficient to break-even.

Dhanada Clean Energy (India) Private Limited, a Company engaged in manufacture and selling of wind power driven turbines, is a subsidiary of your Company. The Company is in capital intensive sector and its performance also suffered due to shortage of working capital.

Pursuant to section 212 of the Companies Act, 1956, the audited financial statements of the subsidiaries together with Directors'' Report and Auditor''s Report thereon are annexed to this Report.

Consolidated Financial Statements

The Consolidated financial statements prepared in accordance with the Accounting Standard 21 issued by the Institute of Chartered Accountants of India, form part of the Annual Report.

Directors

Mrs. Veena Ramesh Havele (DIN 00007593) retires by rotation at the ensuing Annual General Meeting and is eligible for re- appointment. Your Directors recommend her re-appointment.

The Board of Directors recommend Mr. Shreeniwas G. Kale (DIN 00150957) and Mr. Gajanan M. Deshpande (DIN 00151009) for appointment as Independent Directors for a fixed term, subject to the approval of shareholders in the ensuing Annual General Meeting pursuant to the provisions of Sections 149 and 152 of the Companies Act, 2013 and Companies (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV and Clause 49 of the Listing Agreement.

Fixed Deposits

The Company has not accepted deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the rules framed there under.

Employees

There was no employee receiving remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as on date.

Auditor''s Comments

The Audit Report contains certain observations and we offer our comments in this regard as under:

Note 27(B) 1

The management was advised that the allotment is required to be made before the execution of the Conveyance Deed. Accordingly, in good faith the Board allotted the necessary shares to Dr. Laxman V. Kulkarni and prepared the deed for registration. However, Dr. Laxman V. Kulkarni, expressed his desire for upward revision of the total consideration, as the prices of the Land at Nande have gone up considerably since 01-04-2008 i.e. the appointed date and the market price of the equity shares of the Company have not appreciated in line with the same. Due to this the conveyance with Dr. Laxman V. Kulkarni is not yet done.

The management is exploring ways and means to sort out the issue and hopes that the same will be resolved amicably.

Statutory Dues:

Due to financial difficulties the Company could not pay the deferred sales tax. However, the Company will settle the dues shortly. Rest of the Auditor''s observations are self explanatory.

Corporate Governance and Management Discussion

As per clause 49 of the Listing Agreement, Management Discussion and Analysis Report and Report on Corporate Governance along with Certificate of Compliance from Auditors are annexed and form part of the Directors'' Report.

Directors'' Responsibility Statement

The Directors hereby confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profit or loss of the Company for that period;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv) that the Directors had prepared the accounts on a going concern basis.

Acknowledgment

The Directors express their sincere thanks to Dhanada Holdings Private Limited, the parent company and Bankers for the continuous support and the stakeholders for the faith and belief shown by them.

For and on behalf of the Board of Directors Dhanada Corporation Limited

Place: Pune Ramesh R. Havele Date: 30th May 2014 Chairman and Managing Director (DIN 00007580)

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Mar 31, 2013

To , The Members of DHANADA CORPORATION LIMITED

The Board of Directors of your Company has pleasure in presenting the 27th Annual Report of the Company together with the Audited statements of accounts for the year ended on 31st March 2013.

Financial Results (Rs. in Crores)

Particulars 2012-13 2011-12

Gross Income 9.39 8.67

Proft after Tax / (Loss) for the year 0.47 (1.30)

Proposed Dividend Nil Nil Provision for Tax on Dividend Nil Nil

Balance carried to Balance Sheet 0.47 (1.30)

Operations

The Company continued its steady progress during the year under review. The Company improved its performance in terms of Sales and operating margins. The operations of the Hotel at Aurangabad have now stabilised and have become self-suffcient.

However, the occupancy rate and Average Room Revenue (ARR) remained stagnant due to general economic slowdown and slackness in tourism sector.

Current Year Prospects

The fortune of the hospitality industry has always been linked to the prospects of the tourism industry and general economic growth. On both fronts, the current year seems to offer nothing cheerful. Barring unforeseen diffculties, the Hotel is expected to continue on its path of steady growth. However, due to stagnant ARR, margins are likely to remain under pressure.

During the frst quarter of the current year, the F&B segment suffered a set-back due to general economic slow-down and severe drought in the region.

Dividend

In order to conserve the resources, the Board of Directors does not recommend any dividend for the year ended on 31st March 2013.

Conservation of Energy and Technology Absorption

The Company through constant monitoring, selection of energy saving equipments and education of staff and guests, endeavors to conserve and optimize the use of energy.

The Company does not undertake any research and development activity neither does it use any imported technology.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo : Nil

Auditors

M/s. G. K. Chandavarkar & Co., Chartered Accountants, Pune will retire in the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Subsidiaries

Dhanada Engineering Private Limited, a Company engaged in manufacture of press parts for automobile industry, is a subsidiary of your Company. Its turnover and operating margins registered signifcant decline during the year, due to reduction in off-take from a major client of the Company as a result of the slump in automobile sector.

Dhanada Education Private Limited, a Company engaged in the business of providing education and training, is a subsidiary of your Company. Dhanada Education is in early stage of establishment of the infrastructure and has yet to achieve a scale of operation suffcient to break-even.

Dhanada Clean Energy (India) Private Limited, a Company engaged in manufacture and selling of wind power driven turbines, has become a subsidiary of your Company with effect from 15th April 2013. Its performance will be refected in the Financial Year 2013-14 results.

Pursuant to section 212 of the Companies Act, 1956, the audited fnancial statements of the subsidiaries together with Directors'' Report and Auditor''s Report thereon are annexed to this Report.

Consolidated Financial Statements

The Consolidated fnancial statements prepared in accordance with the Accounting Standard 21 issued by the Institute of Chartered Accountants of India, form part of the Annual Report.

Directors

Shri. Gajanan Mahadeo Deshpande and Mrs. Veena Ramesh Havele retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors recommend their re-appointment.

Fixed Deposits

The Company has not accepted deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the rules framed there under.

Employees

There was no employee receiving remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as on date.

Auditor''s Comments

The Audit Report contains certain observations and we offer our comments in this regard as under:

Note 27(B) 1

The management was advised that the allotment is required to be made before the execution of the Conveyance Deed. Accordingly, in good faith the Board allotted the necessary shares to Dr. Laxman V. Kulkarni and prepared the deed for registration. However, Dr. Laxman V. Kulkarni, expressed his desire for upward revision of the total consideration, as the prices of the Land at Nande have gone up considerably since 01-04-2008 i.e. the appointed date and the market price of the equity shares of the Company have not appreciated in line with the same. Due to this the conveyance with Dr. Laxman V. Kulkarni is not yet done. The management is exploring ways and means to sort out the issue and hopes that the same will be resolved amicably.

Statutory Dues

Due to fnancial diffculties the Company could not pay the deferred sales tax. However, the Company will settle the dues shortly.

Rest of the Auditor''s observations are self explanatory.

Corporate Governance and Management Discussion

As per clause 49 of the Listing Agreement, Management Discussion and Analysis Report and Report on Corporate Governance along with Certifcate of Compliance from Auditors are annexed and form part of the Directors'' Report.

Directors'' Responsibility Statement

The Directors hereby confrm:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial year and of proft or loss of the Company for that period;

iii) that the Directors had taken proper and suffcient care for the maintenance of adequate records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv) that the Directors had prepared the accounts on a going concern basis.

Acknowledgment

The Directors express their sincere thanks to Dhanada Holdings Private Limited, the parent company and Bankers for the continuous support and the stakeholders for the faith and belief shown by them.

For and on behalf of the Board of Directors

Dhanada Corporation Limited

Place: Pune Ramesh R. Havele

Date: 30th May 2013 Chairman and Managing Director

---

Mar 31, 2012

The Board of Directors of your Company has pleasure in presenting the 26th Annual Report of the Company together with the Audited statements of accounts for the year ended on 31st March 2012.

Financial Results (Rs in Crores)

Particulars 2011-12 2010-11

Gross Income 8.67 6.82

Profit after Tax / (Loss) for the year (1.30) (0.53)

Proposed Dividend Nil Nil

Provision for Tax on Dividend Nil Nil

Balance carried to Balance Sheet (1.30) (0.53)

Operations

Since November 2011, all 100 rooms in the Hotel have become operational. This has helped to improve the performance of the Company in terms of sales and occupancy. The occupancy rate improved slightly to about 67% compared to 65% in the last year. However, the Average Room Revenue (ARR) remained stagnant.

The Company was able to register satisfactory operating profit with significant improvement over last year, but could not report net profit due to heavy interest and depreciation.

Current Year Prospects

The Hotel is expected to continue on its path of steady growth, provided political and economic factors do not worsen. However, due to stagnant ARR, margins are likely to remain under pressure.

The Chairman and directors of the Company have considerable knowledge and experience in stock market. The Company would like to use this knowledge to its advantage by deploying some funds in Financial Derivatives trading and investment in blue chip companies. The management's policy in this regard would be very cautious and conservative.

Change in the name of the Company

During the year, after complying with the provisions of the Companies Act, the name of the Company is changed to DHANADA CORPORATION LIMITED from VEDANT HOTELS LIMITED w.e.f. 5th October 2011.

Dividend

In view of losses, the Board of Directors does not recommend any dividend for the year ended on 31st March 2012.

Conservation of Energy and Technology Absorption

The Company through constant monitoring, selection of energy saving equipments and education of staff and guests, endeavors to conserve and optimize the use of energy.

The Company does not undertake any research and development activity neither does it use any imported technology.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo : Nil

Auditors Mr. T R. Jalnawala, Proprietor of M/s. T R. Jalnawala & Associates, the Statutory Auditors of the Company, expired on 27th February 2012. The Board then appointed M/s. G. K. Chandavarkar & Co., Chartered Accountants, Pune, as Statutory Auditors to fill the casual vacancy created by the sad demise of Mr. Jalnawala.

M/s. G. K. Chandavarkar & Co., now seek re-appointment as the auditors of the Company for the current year. M/s. G. K. Chandavarkar & Co., Chartered Accountants, Pune, are eligible for re-appointment and have conveyed their willingness for re-appointment.

Subsidiaries

Dhanada Engineering Private Limited, a Company engaged in manufacture of press parts for automobile industry, is a subsidiary of your Company.

It registered significant decline in turnover and operating margins during the year, due to reduction in off-take from a major client of the Company.

Dhanada Education Private Limited (Erstwhile Dhanada Securities Trading Pvt. Ltd.), is a subsidiary of your Company. During the year, it has not carried out any activity. It now proposes to enter into the field of education and training. In view of this, the name of the Company is changed to Dhanada Education Private Ltd. w.e.f. 22nd May 2012. The main object is also changed in line with the name. Pursuant to section 212 of the Companies Act, 1956, the audited financial statements of the subsidiaries together with Directors'

Report and Auditor's Report thereon are annexed to this Report.

Consolidated Financial Statements

The Consolidated financial statements prepared in accordance with the Accounting Standard 21 issued by the Institute of Chartered Accountants of India, form part of the Annual Report.

Directors

Shri. Shreeniwas Gajanan Kale retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Your Directors recommend his re-appointment.

Shri. Ravindra Sudhakar Golwalkar, a Director of the Company, who retires by rotation at the ensuing Annual General Meeting, has conveyed his decision not to offer himself for re-appointment. The Directors place on record their appreciation of the valuable contribution made by him.

Fixed Deposits

The Company has not accepted deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the rules framed there under.

Employees

There was no employee receiving remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as on date.

Auditor's Comments

The Audit Report contains certain observations and we offer our comments in this regard as under:

Note 27(B) 1

The management was advised that the allotment is required to be made before the execution of the Conveyance Deed. Accordingly, in good faith the Board allotted the necessary shares to Dr. Laxman V. Kulkarni and prepared the deed for registration. However, Dr. Laxman V. Kulkarni, expressed his desire for upward revision of the total consideration, as the prices of the Nande Land have gone up considerably since 01-04-2008 i.e. the appointed date and the market price of the equity shares of the Company have not appreciated in line with the same. Due to this the conveyance with Dr. Laxman V. Kulkarni is not yet done. The management is exploring ways and means to sort out the issue and hopes that the same will be resolved amicably.

Statutory Dues:

Due to financial difficulties the Company could not pay the deferred sales tax. However, the Company will settle the dues shortly. Rest of the Auditor's observations are self explanatory.

Corporate Governance and Management Discussion

As per clause 49 of the Listing Agreement, Management Discussion and Analysis Report and Report on Corporate Governance along with Certificate of Compliance from Auditors are annexed and form part of the Directors' Report.

Directors' Responsibility Statement

The Directors hereby confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profit or loss of the Company for that period;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv) that the Directors had prepared the accounts on a going concern basis.

Acknowledgment

The Directors express their sincere thanks to Dhanada Holdings Private Limited, the parent company and Bankers for the continuous support and the stakeholders for the faith and belief shown by them.

For and on behalf of the Board of Directors

DHANADA CORPORATION LIMITED

Place : Pune Ramesh R. Havele

Date : 31st May 2012 Chairman and Managing Director

---

Mar 31, 2011

The Members,

VEDANT HOTELS LIMITED

The Board of Directors of your Company has pleasure in presenting the 25th Annual Report of the Company together with the Audited statements of accounts for the year ended on 31st March 2011.

1. Financial Results (Rs. in Cr.)

Particulars 2010-11 2009-10

Gross Income 6.82 4.13

Profit after Ta x / (Loss) for the year (0.53) (2.38)

Proposed Dividend Nil Nil

Provision for Tax on Dividend Nil Nil

Balance carried to Balance Sheet (0.53) (2.38)

Operations

The improvement in performance continued during the year. The occupancy rate improved to about 65% compared to 52% in the last year. The Average Room Revenue (ARR) remained stagnant, but this constraint is faced by the enrite hotel industry.

The Company was able to register satisfactory operating profit, but could not report net profit due to high interest and depreciation. However, the Loss has been contained to considerable extent.

Current Year Prospects

The fourth foor is expected to be operational from October 2011. Thus the Hotel will start working with full capacity and will be ready to capture the tourist season in the second half of 2011-12. As such the turnover is expected to improve further. However, due to stagnant ARR, margins are likely to remain under pressure.

Change of Name

Your Company is a subsidiary of Dhanada Holdings Private Ltd. and thus part of the Dhanada Group. The use of the word 'Dhanada' in the name of the Company would establish this relationship clearly and help this Company to benefit from the goodwill created by Dhanada Group companies and Dhanada brand name. The Directors believe that this will have many strategic advantages.

Further, the Company has stakes in diversifed activities through its subsidiaries. To indicate these diversifed nature of business, the promoter would like to use the word "Corporation" in its name in place of "Hotels".

In view of the above, the Board of Directors in its meeting held on 29th July 2011 resolved to change the name of the Company to Dhanada Corporation Limited. The Registrar of Companies, Pune has made the proposed name available to the Company.

Your approval for the same is now being sought in the ensuing Annual General Meeting.

Dividend

The Board does not recommend any dividend on the Equity Shares for the year ended on 31st March 2011.

Conservation of Energy and Technology Absorption

The Company through constant monitoring, selection of energy saving equipments and education of staff and guests, endeavors to conserve and optimize the use of energy. The Company does not undertake any research and development activity neither does it use any imported technology.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo : Nil

Auditors

You are requested to appoint the auditors for the current year. M/s. T. R. Jalnawala and Associates, Chartered Accountants, Aurangabad, retiring auditors of the Company, are eligible for re-appointment and have conveyed their willingness for re- appointment.

Subsidiaries

Malkan Engineering Private Limited, (MEPL) a Company engaged in manufacture of press parts for automobile industry, is a subsidiary of your Company.

MEPL registered signifcant improvement in turnover and operating margin during the year, but could not register Net Profit due high depreciation and interest burden.

On 25th May 2011, Dhanada Securities Trading Private Limited, a Company engaged in the business of trading in securities, became a subsidiary of your Company. It has yet to start trading activity.

Pursuant to Section 212 of the Companies Act, 1956, the audited financial statements of the subsidiary together with Directors' Report and Auditor's Report thereon are annexed to this Report.

Consolidated Financial Statements

The Consolidated Financial Statements prepared in accordance with the Accounting Standard 21 issued by the Institute of Chartered Accountants of India, form part of the Annual Report.

Directors

Shri. Gajanan Mahadeo Deshpande and Mrs. Veena Ramesh Havele retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors recommend their re-appointment.

Fixed Deposits

The Company has not accepted deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the rules framed there under.

Employees

There was no employee receiving remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as on date.

Auditor's Comments

The Audit Report contains certain observations and we offer our comments in this regard as under: Note 2 of Schedule No. 10

The management was advised that the allotment is required to be made before the execution of the Conveyance Deed. Accordingly, in good faith the Board allotted the necessary shares to Shri. Ramesh R. Havele and Dr. Laxman V. Kulkarni and prepared the deeds for registration. However, Dr. Laxman V. Kulkarni, expressed his desire for upward revision of the total consideration, as the prices of the Nande Land have gone up considerably since 01-04-2008 i.e. the appointed date and the market price of the equity shares of the Company have not appreciated in line with the same. Due to this the conveyance with Dr. Laxman V. Kulkarni is not yet done. The management is exploring ways and means to sort out the issue and hopes that the same will be resolved amicably.

Statutory Dues:

Due to financial diffculties the Company could not pay the deferred sales tax. However, the Company will settle the dues shortly.

Rest of the Auditor's observations are self explanatory.

Corporate Governance and Management Discussion

As per clause 49 of the Listing Agreement, Management Discussion and Analysis Report and Report on Corporate Governance along with Certifcate of Compliance from Auditors are annexed and form part of the Directors' Report.

Directors' Responsibility Statement

The Directors hereby confrm:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profit or loss of the Company for that period;

iii) that the Directors had taken proper and suffcient care for the maintenance of adequate records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv) that the Directors had prepared the accounts on a going concern basis.

Acknowledgment

The Directors express their sincere thanks to Dhanada Holdings Private Limited and Saraswat Co-op. Bank Limited for the co-operation extended and the stakeholders for the faith and belief shown by them.

For and on behalf of the Board of Directors

Ramesh R. Havele

Pune, 25th August 2011 Chairman and Managing Director

---

Mar 31, 2010

The Board of Directors of your company has pleasure in presenting the 24th Annual Report of the Company together with the Audited statements of accounts for the year ended on 31st March, 2010.

1. Financial Results (Rs. in Cr.)

Particulars 2009-10 2008-09 Gross Income 4.13 5.63 Proft after Tax / (Loss) for the year (2.38) (1.07)

Proposed Dividend Nil Nil

Provision for Tax on Dividend Nil Nil

Balance carried to Balance Sheet (2.38) (1.07)

2. Operations

The effect of the economic crisis of 2008 continued in the frst half of the year in terms of occupancy and Average Room Revenue (ARR). The second half, witnessed recovery in occupancy, but the ARR remained stagnant. The Company was able to register operating proft in spite of odds, but could not report net proft after interest and depreciation.

During the year, the company refurbished the 3rd foor with 23 rooms and made them operational during November 2009. Now the Company operates at 75% of capacity. Some facilities like swimming pool, health club and Spa were also made operational during the year.

The general uptrend seen since September 2009, is expected to continue during the current year i.e. Financial Year 2010-11.

3. Scheme of Arrangement & Amalgamation

Pursuant to the Scheme of Amalgamation and Arrangement sanctioned by the Honble High Court of Judicature, Bombay, on 16th July 2009, the Company issued and allotted 53,66,000 Equity shares to the shareholders of the transferor companies against exchange and 1,29,68,300 Equity shares to the parent Company against conversion of loan. Further 46,97,133 Equity shares were issued against acquisition of land on 30th April 2010 i.e. during current fnancial year.

4. Dividend

The Board does not recommend any dividend on the Equity Shares for the year ended on 31st March 2010.

5. Conservation of Energy & Technology Absorption

The Company through constant monitoring, selection of energy saving equipments and education of staff and guests endeavors to conserve and optimize the use of energy. The Company does not undertake any research and development activity neither does it use any imported technology.

6. Foreign Exchange Earnings & Outgo

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo : Nil

7. Auditors

You are requested to appoint the auditors for the current year. M/s. T. R. Jalnawala & Associates, Chartered Accountants, Aurangabad, retiring auditors of the Company, are eligible for reappointment and have conveyed their willingness for reappointment.

8. Subsidiaries

Malkan Engineering Private Limited, a company engaged in manufacture of press parts for automobile industry, is a subsidiary of your company. The company suffered cash loss of ` 0.76 crores mainly due to writing off of inventory, unrecoverable receivables, interest expenses and deferred tax. However, the operative performance have shown improvement during the year and the trend is expected to continue in the coming years.

Pursuant to Section 212 of the Companies Act, 1956, the audited fnancial statements of the subsidiary together with Directors Report and Auditors Report thereon are annexed to this Report.

9. Consolidated Financial Statements

The Consolidated fnancial statements prepared in accordance with the Accounting Standard 21 issued by the Institute of Chartered Accountants of India, form part of the Annual Report.

10. Directors

Shri. Shreeniwas Gajanan Kale and Shri. Ravindra Sudhakar Golwakar retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors recommend their re-appointment.

11. Fixed Deposits

The Company has not accepted deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the rules framed there under.

12. Employees

There was no employee falling under Sec. 217(2A) of the Companies Act, 1956.

13. Auditors Comments

The Audit Report contains certain observations and we offer our comments in this regard as under:

Statutory Dues:

Due to fnancial diffculties the Company could not pay the deferred sales tax. However, the Company will settle the dues shortly.

Rest of the Auditors observations are self explanatory.

14. Corporate Governance & Management Discussion

As per clause 49 of the Listing Agreement, Management Discussion and Analysis Report and Report on Corporate Governance along with Certifcate of Compliance from Auditors are annexed and form part of the Directors Report.

15. Directors Responsibility Statement

The Directors of the Company hereby state:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures,

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial year and of proft or loss of the Company for that period;

iii) that the Directors had taken proper and suffcient care for the maintenance of adequate records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv) that the Directors had prepared the accounts on a going concern basis.

16. Acknowledgment

The Directors express their sincere thanks to Dhanada Portfolio Management Limited and Saraswat Co.-op. Bank Limited for the co-operation extended and the stakeholders for the faith and belief shown by them.



For and on behalf of the Board of Directors

Ramesh. R. Havele Chairman and Managing Director

Pune, 12th August 2010

---

Mar 31, 2000

1. The Directors hereby present the 14th ANNUAL REPORT of the Com- pany together with the Audited Statements of Account for the year ended 31 st March 2000.

2. FINANCIAL RESULTS :

31.03.00 31.03.99 (In. Rs.) (In. Rs.)

Net profit / Loss after Depreciation (-) 93,32,670.36 (-) 1,62,02,036.12

Add : Depreciation 62,44,211.07 61,12,065.00

Profit/Loss before Depreciation (-) 30,88,459.29 (-) 1,00,89,971.12

3. OPERATIONS :

The project of the Company is a Five Star Category hotel at Aurangabad a city famous for historical heritage. The world famous Ajanta and Ellora Caves are in the vicinity of Aurangabad. Aurangabad is also fast developing as an industrial township.

The execution of the entire project is completed and a beautiful well decorated and furnished hotel project with a team of trained and efficient staff is now at the service of the guests.

The growth of Tourism and Hotel industry was almost at stand still throughtout the country in the period due to various resons like political instability and over all recesslonery trend in entire industrial sedor.

Since Inception of the Hotel the company has tied up and entrusted the management and marketing of the hotel to Quality Inns. The chain has failed miserably in providing management and marketing suppor and their support has practically ceased.

All these problems, adversely affected the working of the company severely.

4. FINANCE :

You will be glad to note that in dispute with Janata Sahakari Bank the Hon. Co-operative Court Aurangabad has upheld stand of our company and has granted interim relief. The Hon. appeliate court also rejected the appeal of the bank. Thereafter negotiations took place with the Janata Sahakari Bank authorities. The new managment of the bank has now come forword and has shown willingness to help our company to come out of financial crisis. With the lead of Janata Sahakari Bank only fresh Term Loan of Rs. 300 lacs, in consortium with Deogiri Nagari Sahakari Bank & Jalgaon Janta Sahakari Bank was sanctioned to clear long outstanding project dues.

5. AUDITORS :

A] The Auditors in their report have made certain comments which are self explanatory and therefore, in the opinion of the direc- tors do not call for any further explanation.

B] The retiring Auditors M/S. T. R. Jalnawala & Associates, Chartered Accountants.Aurangabad are eligible for reappiontment.and members are requested to appoint the Auditors and fix their remuneration.

6. OTHER INFORMATION :

As required by section 217 (2a) of the Companies Act, 1965 read with the Companies (Particulars of Employees) Rules, 1975, a statement of informa- tion relating to the emplolyees has been given in the Annexure to the re- port. As permitted by law, this Annexture is not being sent with the obridgeed Balance Sheet.

7. APPRECIATION :

The company is very grateful for the faith and belief shown by the investors in the company and the Directors express their sincere thanks to all Share Holders for their co-operation. The Directors are grateful to the TFCI, IFCI, ICICI, IDBI and JSBL Pune, DNSB Aurangabad, JJSBL Jalgaon for the co- operation and assistance extended by them to the company.

The Directors record their grateful appreciation to the co-opreation extended by the shareholders, and all concerned and the members of the staff dur- ing the year who helped us in business.

ON BEHALF OF THE BOARD OF DIRECTORS.

Palce : Aurangabad Sudhir Deshpande

Date : 2nd SEPT. 2000 Managing Director.