Directors Report of Sagar Tourist Resorts Ltd.

Mar 31, 2014

Dear Members,

The Directors present herewith their 27th Report and Statement of Accounts for the year ended 31st March 2014.

1. FINANCIAL RESULTS

Particular Current Year Previous Year Rs. in Lakhs Rs. in Lakhs

Income 101.61 131.06

Less : Expenses 115.29 123.04

Less: Depreciation and non-cash charges 12.97 14.85

Less: Fringe Benefit Tax

Net Profit / (Loss) (26.47) (166.21)

Loss Carried forward to Balance Sheet (26.47) (166.21)

2. OPERATIONS

During the year the Company has registered marginal decrease in turnover. The hospitality industry is reviving but Manali is crowded with number of hotels and hence there is a stiff competition to attract the tourists. There was a marginal decrease in occupancy levels of rooms and average Room Revenues during the Financial Year 2013-14.

Your Company is taking various steps to reposition itself to face the competition.

3. SHARE CAPITAL-ANNULMENT OF FORFEITURE

Pursuant to the evidence produced to the Company and request received from few Members whose Shares were forfeited ,the Company has annulled the forfeiture and restored the names of such Members on the Register of Members. Directors regret inconvenience caused to the Members as it was difficult to reconstruct the exact records as most of the secretarial records of the Company was badly damaged at the time of unprecedented flood in the year 2005.

The Company has initiated actions for Demat of its Shares and in the current year the Shareholders will be able to convert their physical shareholding in the Demat Form. Once the Demat System becomes operational the separate intimation will be sent to all the shareholders individually and through news papers.

4. PROSPECTS

The First quarter ended on 30th June 2014 of the Financial Year 2014-15 was better for the Company as there was a marginal increase in the total inflow. The steps taken by Company in the previous year as regards to cost reduction, rationalisation of tariff rates etc. have paved the way to show expected results. Your Company is optimistic to achieve better results henceforth.

5. DISCLOSURES UNDER SECTION 217(1)(D) OF THE COMPANIES ACT, 1956

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial Year of the Company 31st March, 2014 and the date of this Report

6. DIRECTORS

In view of the implementation of the provisions of the Section 149(7) of the Companies Act, 2013 it has been decided by the Board of Directors for continuation of the duration of Independent Directors for a period of five years effective 1st April, 2014. Details of the proposal for extending the duration of the office of the Independent Directors namely Mr. Dewan Gobind Sahai and Mr. Kishore Chawla are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 27th Annual General Meeting.

Pursuant to Section 152 (6) all the Directors other than Independent Directors and Mr. Anand Sagar & Managing Director shall retire by rotation. Accordingly Mr. Prem Sagar, Director and Mr. Jyoti Sagar, Director will retire by rotation and being eligible and not being disqualified under section 164 of the Companies Act, 2013, offers himself for re-appointment.

7. DEPOSIT

The Company has not accepted Deposits from the Public within the meaning of Section 58A of the Companies Act, 1956.

8. CORPORATE GOVERNANCE

The Company has complied with the requirements under the Corporate Governance reporting system. A detailed Compliance Report on Corporate Governance is annexed to this Report. The Auditors'' Certificate on compliance with the conditions of Corporate Governance under Clause 49 of the Listing Agreement is also annexed to this Report.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

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

ii) they have selected such accounting policies and applied them consistently and made judgements 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 Loss of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the Annual Accounts have been prepared on a going concern basis.

10. INFORMATION PERSUANT TO SCTION 217 (2A) OF THE COMPANIES ACT. 1956

There were no employees falling under the purview of Section 217 (2A) of the Companies Act, 1956.

In accordance with the Accounting Standard 18 prescribed by the Institute of Chartered Accountants of India, transactions with Related Parties have been disclosed separately and form a part of the Annual Report

12. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AS PER SECTION 217 (1)(e) OF THE COMPANIES ACT. 1956

Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the following information is provided.

a) Conservation of Energy

In pursuit of continuous improvement towards energy conservation and compliance with environmental regulations, few initiatives have been taken and implemented during the year under review. The Company is aware about energy consumption and environmental issues related with it and is therefore, continuously making sincere efforts towards conservation of energy.

b) Technology absorption

Not applicable in view of the nature of activities of your Company i.e. hospitality. No technology has been imported during the last five years.

c) Foreign Exchange Earnings and outgo

There was no Foreign Exchange Earning and out go during the year under review.

13. AUDITORS

M/s. Rajeev Singhi & Co (Membership No. 81892), the Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment

14. AUDITORS'' REPORT

The observation of the auditors in their report are self - explanatory and therefore, in the opinion of the Directors, do not call for further comments.

15. ACKNOWLEDGEMENT

We would like to acknowledge with gratitude, the support and co-operation extended by Shareholders, Himachal Pradesh Government, Vendors, Media and Banks and look forward to their continued support. We also recognize and appreciate the sincere hard work, loyalty and efforts of the employees and look forward to their continued support

By Order of the Board of Directors For Sagar Tourist Resorts Limited

Place: Mumbai Dewan Gobind Sahai Date: 14th August, 2014 Chairman

Registered Office

Sagar Niwas, Manali -175 131 District Kullu, Himachal Pradesh

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Mar 31, 2010

The Directors present herewith their 23rd Report and Statement of Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

Current Year Previous Year

Rs, in Lakhs Rs. in Lakhs

Income 132.80 126.93

Operating Expenses 127.54 112.53

Gross Operating Profit / (Loss) 5.26 14.40

Less: Depreciation and non-cash charges 10.31 15.69

Loss Carried forward to Balance Sheet (5.05) (1.29)

OPERATIONS

During the year the Company has registered marginal growth of 5% in the total income The margin remain under pressure due to overall increase in the cost of inputs and various services. The hospitality sector as a whole was adversely affected due to global meltdown, which in turn impacted the occupancy levels and Average Room Revenues during the financial year 2009-10.

Your Company is taking various steps to repositions itself to face the competition and also taking up with concerned authorities to view tourism favourably.

PROSPECTS

The first quarter of the financial year 2010-11 was better for the Company as there was a slight increase in the total receipt. Yours Directors have rationalise the tariff rates to maximise the returns. Your Company expects to achieve better results than that of the previous year.

MATERIAL CHANGES AND COMMITMENTS

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31st March, 2010 and the date of this Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Dewan Gobind Sahai and Mr. Prem Sagar retire by rotation and being eligible offer themselves for re-appointment.

AUDITORS

M/s. Rajeev Singhi & Co (Membership No. 81892), the Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DEPOSIT

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

CORPORATE GOVERNANCE

The Company has complied with the requirements under the Corporate Governance reporting system. A detailed Compliance Report on Corporate Governance is annexed to this report. The Auditors certificate on compliance with the conditions of Corporate Governance under clause 49 of the Listing Agreement is also annexed to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

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

ii) they have selected such accounting policies and applied them consistently and made judgements 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 Loss of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv) they have prepared the annual accounts on a going concern basis.

RELATED PARTY TRANSACTIONS

In accordance with the Accounting Standard 18 prescribed by the Institute of Chartered Accountants of India, transactions with related parties have been disclosed separately and form a part of this report.

EMPLOYEES

There was no employee drawing remuneration of Rs.2,00,000/- per month or Rs.24,00,000/- per annum during the year under review.

DEFINITION OF GROUP

The following is the list of persons constituting "Group" (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of the Securities Exchange Board of India (Substantial Acquisition of shares and Takeovers Regulations) 1997 as provided in Clause 3(1)(e)(i) of the said Regulations:

1. Sagar Entertainment Private Limited

2. Sagar Arts Private Limited

3. Sagar Lila Finvest (India) Private Limited

4. Sagar Art (International) Films Private Limited

5. Sagar Agro and Herbal Private Limited

6. Sagar System Private Limited

7. Sagar Global Venture Private Limited

8. Gouri Films Private Limited

9. Gayatri Films and Music Private Limited

10. Sagar Information Technology (India) Private Limited

11. Sagar Films and TV Academy Private Limited

SPECIAL BUSINESS

As regards the items of the Notice of the Annual General Meeting relating to Special Business, the resolutions incorporated in the Notice and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approvals of members to those proposals. Your attention is drawn to this item and Explanatory Statement annexed to the Notice.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the following information is provided.

a) Conservation of Energy

In pursuit of continuous improvement towards energy conservation and compliance with environmental regulations, many initiatives have been taken and implements in the year under review. The Company is aware about energy consumption and environmental issues related with it and is therefore, continuously making sincere efforts towards conservation of energy.

b) Technology absorption

Not applicable in view of the nature of activities of your Company i.e. hospitality. No technology has been imported during the last five years.

c) Foreign Exchange Earnings and outgo

The information on Foreign Exchange earning and outgo is as under:

There is no Foreign Exchange Earning and out go during the year under review.

ACKNOWLEDGEMENT

We would like to acknowledge with gratitude, the support and co-operation extended by Shareholders, Himachal Pradesh Government, Vendors, Media and Banks and look forward to their continued support. We also recognize and appreciate the sincere hard work, loyalty and efforts of the employees and look forward to their continued support.





By order of the Board of Directors

Place: Mumbai (DEWAN GOBIND SAHAI)

Date: 13th August, 2010 Chairman

Registered Office

Sagar Niwas, Manali -175 131

District Kullu, Himachal Pradesh