Mar 31, 2012
TO THE MEMBERS
The Directors have pleasure in presenting their Twenty Sixth Annual
Report together with the Audited Financial Statement of the Company for
the Financial Year ended 31st March 2012.
FINANCIAL RESULTS:
The financial results for the year ended 31st March 2012 are given
below:
(Rs. In lacs)
Particulars Year ended Year ended
31.03.2012 31.3.2011
Total Income 168.10 244.69
PBDIT (30.38) 5.43
Interest 2.97 5.34
Depreciation 65.19 65.31
Profit/(Loss) Before Tax (98.54) (65.23)
Exceptional items 221.40 -
Profit/(Loss) before taxation (319.94) (65.23)
Tax Expense - -
Profit/(Loss) before taxation (319.94) (65.23)
Balance carried forward to B/S (1570.49) (1250.55)
DIVIDEND
In view of loss incurred by the company during the year under review,
your Directors are unable to recommend any dividend for the year ended
31st March 2012.
BUSINESS
Company''s total income has been decreased from Rs. 244.69 lacs to Rs.
168.10 lacs. The main reason for lower income was due to not being able
to undertake major up gradation of the Hotel facilities due to
financial constraints, low rate of Occupancy due to heavy rain in peak
season and avoiding conferences at low rate.
CORPORATE GOVERNANCE
The Company is committed to the application of best Management
Practices, compliance with law, adherence to ethical standard. The
Company has in all spheres of its activities adequate checks and
balance to ensure protection of interest of all stakeholders. M/s
Balika Sharma & Associates, Practicing Company Secretaries has examined
company''s compliance and have certified the same as required under the
SEBI Guidelines. The said certificate, appearing as annexure, forms
part of this report. A separate Management Discussion & Analysis
Report, covering a wide range of issues relating to performance &
business prospects is given as annexure to this report.
FIXED DEPOSIT
The company has not invited or accepted any fixed deposit from the
public pursuant to Section 58A of the Companies Act, 1956 during the
year under review.
SUBSIDIARY COMPANY:
The Ministry of Corporate Affairs vide their letter no.
5/12/2007-CL-III dated February 8, 2011, has granted a general
exemption under Section 212(8) of the Companies Act, 1956, for
publication of the accounts of subsidiary companies, subject to
fulfillment of certain conditions. In view of the same, your Company is
also exempted from publication of the accounts of its subsidiaries
under the provision of Section 212 of the Companies Act, 1956. The
accounts of the subsidiary companies are not separately included in the
Annual Report. However, the consoli- dated Financial Statements of the
Subsidiary, in accordance with rel- evant Accounting Standards of the
Institute of Chartered Accountants of India, duly audited by the
Statutory Auditors, forms part of the Annual Report and are reflected
in the consolidated accounts.
The Financial Statements of the Subsidiary Company are available to the
investors seeking such information at any point of time. The Annual
accounts of the subsidiary companies will also be available at the
Registered Office of the Company.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
article of Association of the Company, Ms. Saroj Sharma, Director of
the Company retire by rotation at the ensuing Annual General Meeting
and offer herself for re-appointment. The Board of Directors are of the
opinion that their continued association with the Company will be
beneficial to the Board and recommends their re-appointment.
DISPUTE & COMPROMISE WITH M/S UMAK INVESTMENT COMPANY PRIVATE LIMITED
Your Company had taken loan from M/s UMAK investment Company Private
Limited for the purpose of repayment of amount of one time settlement
to IFCI & TFCI Limited. Further the entire loan along with the upto
date interest thereon has been settled by way of sale/transfer of
814930 no. of equity shares of the promoters, their relatives, friends
and associates @ Rs 151/- per share. In addition to the above loan to
the company M/s Umak Investment Company Pvt. Ltd has also advanced Rs.
3.256 Crore to Promoters Directors of the company in their personal
capacity, the same has also been paid and settled along with up-to-date
interest thereon by the Promoters Directors by way of sale/ Transfer of
217470 no. of equity shares @ Rs. 151/- per share as per the Memorandum
of Understanding dated 15th March,2007 between M/s UMAK Investment
Company Private Limited, Promoters Directors and the Company.
Thereafter, with regard to repayment of above said loans, a dispute had
arisen between the company and M/s Umak Investment Company Pvt. Ltd.
The matter is still pending with Hon''ble Delhi High Court.
Thereafter, M/s Umak Investment Company Pvt. Limited along with Mr.
AAkash Bajaj has filed petition under section 397/398 of the Companies
Act, 1956, before the Hon''ble Company Law Board. After some hearing,
both the parties had submitted their compromise offer before the
Hon''ble Company Law Board. Hon''ble Company Law Board in their hearing
held on 20th day of July, 2009 had settled the dispute between M/s Umak
Investment Company Pvt. Limited, the Company and its promoter
Directors. As per the order of Company Law Board, both the parties
shall withdraw their legal cases pending before the various courts/
forums also reverse the adjustment entries as above explained.
Subsequent to the order of Hon''ble Company Law Board, the accounting
entries passed in Financial Year 2007-08 with regard to adjustment of
loan of M/s Umak Investment Company Pvt. Limited have been reversed by
the Board of directors of the company in their meeting held on 27th
July 2009. Both the parties are in process for withdrawing their legal
cases pending before various courts/forums.
AUDITORS
The Statutory Auditors of the Company M/s. Sharma Goel & Company retire
at the ensuring Annual General Meeting and offer themselves for
re-appointment. The Auditors have furnished a certificate that their
re- appointment would be within the limits prescribed under Section
224(1B) of Companies Act, 1956.
ACCOUNTS AND AUDIT REPORT:
The Notes to Accounts referred to in the Auditors'' Report are self
explanatory and, therefore, do not call for any further comments.
However, in respect of dispute & compromise with M/S Umak Investment
Company Private Limited, the Board of Directors wishes to explain as
under:- Company had taken loan from M/S UMAK Investment Company Private
Limited for the purpose of repayment of amount of one time settlement
to IFCI & TFCI Limited. Further, the entire loan along with the upto
date interest thereon has been settled by way of sale/transfer of
8,14,930 no. of equity shares of the promoters, their relatives,
friends and associates @Rs 151/- per share. In addition to the above
loan to the company M/s Umak Investment Company Pvt. Ltd has also
advanced Rs. 3.256 Crore to Promoters Directors of the company in
their personal capacity, the same has also been paid and settled along
with up-to-date interest thereon by the Promoters Directors by way of
sale/ Transfer of 2,17,470 no. of equity shares @ Rs. 151/- per share
as per the memorandum of Understanding dated 15th March, 2007 between
M/s UMAK Investment Company Private Limited, Promoters Directors and
the Company. Thereafter, with regard to repayment of above said loans,
a dispute had been arisen between the company and M/s Umak Investment
Company Pvt. Ltd.
Thereafter, M/s Umak Investment Company Pvt. Limited along with Mr.
AAkash Bajaj has filed petition under section 397/398 of the Companies
Act, 1956, before the Hon''ble Company Law Board. After some hearing,
both the parties had submitted their compromise offer before the
Hon''ble Company Law Board. Hon''ble Company Law Board in their hearing
held on 20th day of July, 2009 had settled the dispute between M/s Umak
Investment Company Pvt. Limited, the Company and its promoter
Directors. As per the order of CLB, both the parties shall withdraw
their legal cases pending before the various courts/forums and also
reverse the adjustment entries as above explained. Subsequent to the
Order of Hon''ble Company Law Board, the accounting entries passed in
Financial Year 2007-2008 with regard to adjustment of loan of M/s Umak
Investment Company Pvt. Limited have been reversed by the Board of
Director of the company in their meeting held on 27th July, 2009. A sum
of Rs. 50 lacs (i.e. Rs. 30 lacs paid by company, Rs. 10 lacs paid by
promoter directors and Rs. 10 lacs by other) has been paid to M/s Umak
Investment Company Pvt. Limited. The company is also in process for
withdrawing the legal cases pending before the various courts/forums.
As on date, company as well as its promoters director have complied the
Hon''ble Company Law Board order. In view of the above, your directors
are of the opinion that the Balance Sheet now presents a complete true
and fair picture. In respect of nonpayment of employer''s/employees
contribution to provident fund, Service tax, luxury tax and Vat
amounting to Rs. 3.13 lacs, Rs. 3.19 lacs, Rs. 3.87 lacs, Rs. 8.14 lacs
and Rs. 3.02 lacs respectively was due to financial crunch; however the
same shall be paid shortly. All dues in respect of Car loans have been
delayed paid, due to financial crunch. The Company has adequate
Internal Control System commensurate with its size and business.
Company has not received declaration from Mr. Harmeet Ghai under
Section 274(1)(g) of the Companies Act, 1956.
LISTING OF SHARES
Your Company''s shares are listed and traded at Bombay Stock Exchange,
Delhi Stock Exchange and Ludhiana Stock Exchange. The Company has paid
upto date listing fees to all Stock Exchanges.
PARTICULARS OF EMPLOYEES
There was no employee who was in receipt of remuneration over & above
the limits prescribed under Section 217(2A) of the Companies Act, 1956
as such no statement is furnished under the said Section.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 the Directors confirm that:
a) In the preparation of the Annual Accounts for the Financial Year
ended 31st March 2012the applicable accounting standards have been
followed along with proper explanations relating to material
departures;
b) The directors have selected appropriate 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 as at 31st March,2012 and of the Statement of
Profit & Loss of the company for the said period.
c) Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities; and
d) The Directors have prepared the accounts for the Financial Year
ended 31st March 2012 on a going concern basis.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:
Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the
Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988, (as amended) a statement giving the required
information relating to energy conservation, technology absorption,
foreign exchange earnings and outgo is as under:
a) FOREIGN EXCHANGE EARNINGS:
Conservation of Energy, Technology Absorption, Foreign Exchange / out
go.
Foreign Exchange Earning NIL
Foreign Exchange Outgo NIL
b) RESEARCH & DEVELOPMENTS: NIL
c) TECHNOLOGY ABSORPTION, ADAPTION & INNOVATION:
NIL
1. Efforts in brief made towards technology absorption, adaptation &
innovation : NIL
2. Benefits derived as a result of above efforts : Does not arise
3. In case of Imported Technology : N.A.
d) CONSERVATION OF ENERGY: Particulars relating to conservation of
energy pursuant to Section 217(1) (e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 is not applicable to the company.
However, electricity consumed during the Financial Year is as under:
ACKNOWLEDGEMENTS
The Directors take the opportunity to express their grateful
appreciation for the whole hearted and sincere cooperation, your
company has received from the various departments of Central and State
Government, Bankers, Financial Institutions, Customers, Travel Agents,
suppliers and Contractors as well as shareholders of the company during
the year under review. The Directors also wish to place on records the
appreciation for the contribution made by all the employees of all
levels and hope that with their continued commitment and dedication the
company could look forward to more profitable operations ahead.
By order of the Board of Directors
Place: New Delhi Umesh Phalpher
Date: 1st September, 2012 Chairman
Mar 31, 2010
The Directors have pleasure in presenting their Twenty Forth Annual
Report together with the Audited statement of Accounts of the Company
for the financial year ended 31s1 March 2010.
FINANCIAL RESULTS
The financial results for the year ended 31st March 2010 are given
below:
(Rs. In Lacs)
Year ended Year ended
31.03.2010 31.03.2009
Total Income 245.98 232.48
PBDIT 41.80 29.41
Interest 6.59 6.31
Depreciation 71.39 72.36
Loss for the year (36.18) (49.26)
Extraordinary items - (30.38)
Profit/(Loss) Before
Tax & After (36.18) (79.64)
Extraordinary items
Provision of Taxation (0.14) 1.78
Profit/(Loss) After taxation (36.04) (81.42)
Balance carried
forward to B/S (1185.32) (1149.28)
PBDIT/Total lncome-% 16.99 12.65
DIVIDEND
In view of loss incurred by the company during the year under review,
your directors are unable to recommend any dividend for the year ended
31s t March 2010.
BUSINESS
During the year under review, the companys total income has been
marginally increased from Rs. 232.48 lacs to 245.98 lacs, and Profit
before depreciation, interest and tax has also been increased from
Rs.29.41 lacs to Rs. 41.80 lacs, despite not being able to undertake
major up gradation of the hotel facilities due to financial crunch.
FUTURE PROSPECTS
The Indian economy is recovering slowly and Sequel to the Govern- ment
of Indias Programme for achieving 9% GDP growth during current fiscal
year domestic tourism market offer huge growth and development
potential. Large chunk of guest arrivals in your Companys resort is
from neighbouring states, which have predominantly agricul- ture- based
economy. With near normal monsoon during current ses- sion, giving a
much needed boost to the farm economy. The increase in disposable
income of the rural economy will boost the domestic tourism market.
CORPORATE GOVERNANCE
The Company believes that Corporate Governance is a way of life than
something to be carried out under legal compulsion. The Com- pany is
committed to the application of best Management Practices, compliance
with law, adherence to ethical standard. The Company has in all spheres
of its activities adequate checks and balartce to ensure protection of
interest of all stakeholders. A separate report on Corporate Governance
is attached as Annexure to the Annual Report. M/s Balika Sharma &
Associates, Practicing Company Secretaries
confirming compliance of conditions of Corporate Governance is in-
cluded in the said Corporate Governance Report.
A separate Management Discussion & Analysis Report, covering a wide
range of issues relating to performance & business prospects is given
as annexure to this report.
FIXED DEPOSIT
The company has no invited or accepted any fixed deposit from the
public pursuant to Section 58A of the Companies Act. 1956 during the
year review.
SUBSIDIARY COMPANY:
Company has one wholly owned subsidiary company incorporated on 22nd
January, 2010 and has not started its business activity.
DIRECORS
In accordance with the provisions of the Companies Act, 1956 and
article of Association of the Company, Mr. Kuldeep Vats, Director of
the Company retire by rotation at the ensuing Annual General Meeting
and offer himself for re-appointment. The Board of Directors are of the
opinion that their continued association with the Company will be
beneficial to the Board and recommends their re-appointment.
DISPUTE & COMPROMISE WITH M/S UMAK INVESTMENT COMPANY PRIVATE LIMITED
Your Company had taken loan from M/s UMAK investment Company Private
Limited for the purpose of repayment of amount of one time settlement
to IFCI & TFCI Limited. Further the entire loan along with the upto
date interest thereon has been settled by way of sale/transfer of
814930 no. of equity shares of the promoters, their relatives, friends
and associates @ Rs 151/- per share. In addition to the above loan to
the company M/s Umak Investment Company Pvt. Ltd has also advanced Rs.
3.256 Crore to Promoters Directors of the company in their personal
capacity, the same has also been paid and settled along with up-to-date
interest thereon by the Promoters Directors by way of sale/ Transfer of
217470 no. of equity shares @ Rs. 151/- per share as per the Memorandum
of Understanding dated 15th March,2007 between M/s UMAK Investment
Company Private Limited, Promot- ers Directors and the Company.
Thereafter, with regard to repayment of above said loans, a dispute had
arisen between the company and M/s Umak Investment Company Pvt. Ltd.
The matter is still pending with Honble Delhi High Court.
Thereafter, M/s Umak Investment Company Pvt. Limited along with Mr.
AAkash Bajaj has filed petition under section 397/398 of the Com-
panies Act, 1956, before the Honble Company Law Board. After some
hearing, both the parties had submitted their compromise offer before
the Honble Company Law Board. Honble Company Law Board in their
hearing held on 20th day of July, 2009 had settled the dispute between
M/s Umak Investment Company Pvt. Limited, the Company and its promoter
Directors. As per the order of CLB, both the parties shall withdraw
their legal cases pending before the various courts/forums and also
reverse the adjustment entries as above ex- plained.
Subsequent to the Order of Honble Company Law Board the ac- counting
entries passed in financial year 2007-2008 with regard to adjustment of
loan of M/s Umak Investment Company Pvt. Limited have been reversed by
the Board of Director of the company in their meeting held on 27th
July, 2009. Both the parties are in process for withdrawing their legal
cases pending before various courts/ forums.
INSPECTION UNDER SECTION 209A OF THE COMPANIES ACT, 1956
An inspection has been carried by Regional Director (NR), Ministry of
Corporate Affairs under section 209A of the Companies Act, 1956 during
the year 2008. During the Inspection the Inspecting Officers had asked
various documents and explanations, Company had replied their queries
in due course. Subsequent to such inspection, the com- pany has
received show cause notices from the office of Registrar of Companies,
Punjab, H.P. & Chandigarh, Ministry of Corporate Affairs, Government of
India in connection with Inspection carried by Regional Director (NR).
Company had replied the show cause notices and also filed the
compounding applications for the compoundable offences. Some matters
are compounded by Honble Company Law Board, Northen Region and some
are pending before Honble Company Law Board.
AUDITORS
The statutory auditors of the Company M/s. Sharma Goel & Com- pany
retire at the ensuring Annual General Meeting and being eligible offer
themselves for re-appointment
The auditors have furnished a certificate that their re-appointment
would be within the limits prescribed under section 224(1B) of Compa-
nies Act, 1956.
ACCOUNTS AND AUDIT REPORT:
The Notes to Accounts referred to in the Auditors Report are self
explanatory and, therefore, do not call for any further comments.
However, in respect of dispute & compromise with M/S Umak Invest- ment
Company Private Limited, the Board of Directors wishes to explain as
under:-
Company had taken loan from M/S UMAK Investment Company Private Limited
for the purpose of repayment of amount of one time settlement to IFCI &
TFCI Limited. Further, the entire loan along with the upto date
interest thereon has been settled by way of sale/transfer of
8,14,930*no. of equity shares of the promoters, their relatives,
friends and associates @Rs 151/- per share. In addition to the above
loan to the company M/s Umak Investment Company Pvt. Ltd has also
advanced Rs. 3.256 Crore to Promoters Directors of the com- pany in
their personal capacity, the same has also been paid and settled along
with up-to-date interest thereon by the Promoters Direc- tors by way of
sale/ Transfer of 2,17,470 no. of equity shares @ Rs. 151/- per share
as per the memorandum of Understanding dated 15th March, 2007 between
M/s UMAK Investment Company Private Lim- ited, Promoters Directors and
the Company. Thereafter, with regard to repayment of above said loans,
a dispute had been arisen between the company and M/s Umak Investment
Company Pvt. Ltd.
Thereafter, M/s Umak Investment Company Pvt. Limited along with Mr.
AAkash Bajaj has filed petition under section 397/398 of the Com-
panies Act, 1956, before the Honble Company Law Board. After some
hearing, both the parties had submitted their compromise offer before
the Honble Company Law Board. Honble Company Law Board in their
hearing held on 20th day of July, 2009 had settled the dispute between
M/s Umak Investment Company Pvt. Limited, the Company and its promoter
Directors. As per the order of CLB, both the parties shall withdraw
their legal cases pending before the various courts/forums and also
reverse the adjustment entries as above ex- plained.
Subsequent to the Order of Honble Company Law Board, the accounting
entries passed in Financial year 2007-2008 with regard to adjustment of
loan of M/s Umak Investment Company Pvt. Limited have been reversed by
the Board of Director of the company in their meeting held on 27th
July, 2009. A sum of Rs. 50 lacs (i.e. Rs. 30 lacs paid by company, Rs.
10 lacs paid by promoter directors and Rs. 10 lacs by other) has been
paid to M/s Umak Investment Company Pvt. Limited. The company is also
in process for withdrawing the legal cases pending before the various
courts/forums. As on date, company as well as its promoters director
have complied the Honble Company Law Board order.
However, in respect of non payment of provident fund (Rs.39,366/-) the
same shall be paid up on or before ensuing Annual General Meeting.
Company has adequate Internal Control System commensurate with its size
and business. In view of the above, your directors are of the opinion
that the Balance Sheet now presents a complete true and fair picture.
LISTING OF SHARES
Your Companys share are listed and traded at Bombay Stock Ex- change
Limited, Delhi Stock Exchange Limited and Ludhiana Stock Exchange
Limited. The Company has paid up to date listing fees to all stock
Exchanges. PARTICULARS OF EMPLOYEES
There was no employee who was in receipt of remuneration over & above
the limits prescribed under Section 217(2A) of the Companies Act, 1956
as such no statement is furnished under the said Section. DIRECTORS
RESPONSIBILITY STATEMENT: Pursuant to Section 217 (2AA) of the
Companies Act, 1956, the Direc- tors of your Company declare as under:
(i) That in the preparation of the Annual Accounts for the financial
year ended 31s March, 2010, the applicable Accounting Stan- dards had
been followed along with proper explanation relating to material
departures. (ii) That the Company has selected such accounting
policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the company as at 31s March, 2010 and of the
Profit or Loss of the company for the said period. (iii) That proper
and sufficient care has been taken for the mainte- nance 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. (iv) That the annual
accounts for the financial year ended 31s" March,
2010 are prepared on a going concern basis. ENERGY CONSERVATION,
TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: Pursuant to
Section 217(1) (e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988, (as amended) a statement giving the required information
relating to energy conservation, technology absorption, foreign
exchange earnings and outgo is as under:
A) FOREIGN EXCHANGE EARNINGS:
Conservation of Energy, Technology Absorption, Foreign Exchange/ out
go.
Foreign Exchange Earning NIL
Foreign Exchange Outgo NIL
B) RESEARCH & DEVELOPMENTS: NIL
C) TECHNOLOGY ABSORPTION,
ADAPTION & INNOVATION : NIL
1. Efforts in brief
made towards technology
absorption, adaptation &
innovation. NIL
2. Benefits derived
as a result of above
efforts : Does not arise
3. In case of Imported
Technology : N.A.
D) CONSERVATION OF ENERGY: Particulars relating to conserva- tion of
energy pursuant to Section 217(1) (e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 is not applicable to the company.
However, electricity consumed during the finan- cial year is as under:
CONSUMPTION OF ENERGY:
Power and Fuel Consumption: Year Ended Year Ended
31.03.2010 31.03.2009
a) Electricity purchased:
- No. of Units Purchased 2,66,875 3,54,934
- Total Amount (Rs.) 14,36,952 18,44,214
- Rate / Unit (Rs.) 5.38 5.20
b) Own Generation
(Through Diesel Generator):
- Hrs.(consumption) 118.25 98.46
- litre per hr. 30 30
- Rate / hr.(Rs.) 1090 970
ACKNOWLEDGEMENTS
Your Directors take this opportunity to offer their sincere thanks to
various departments of Central and State Government, Bankers, Fi-
nancial Institutions, Customer, Travel Agents, Suppliers and Contrac-
tors as well as shareholders of the company during the year under
review.
The directors also wish to place on records the appreciation for the
contribution made by all the employees of all levels and hope that with
their continued commitment and dedication the company could look
forward to more profitable operations ahead.
For and on behalf of the Board of Directors
Sd/-
Place: New Delhi UMESH PHALPHER
Date: 3rd September, 2010 CHAIRMAN
Mar 31, 2009
The Directors have pleasure in presenting their Twenty Third Annual
Report together with the Audited statement of Accounts of the Company
for the financial year ended 31st March 2009.
FINANCIAL RESULTS
The financial results for the year ended 31st March 2009 are given
below:
(Rs. In Lacs)
Year ended Year ended
31.03.2009 31.03.2008
Total Income 232.48 248.74
PBDIT 29.41 38.18
Interest 6.31 16.23
Depreciation 72.36 72.61
Loss for the year (49.26) (50.67)
Extraordinary items (30.38) -
Profit/(Loss) Before Tax & After
Extraordinary items (79.64) (50.67)
Provision of Taxation 1.78 2.40
ProW(Loss) After taxation (81.42) (53.07)
Balance carried forward to B/S (1149.28) (1067.86)
PBDIT/Total Income-% 12.65 14.21
DIVIDEND
ln view of loss incurred by the company during the year under review,
your directors are unable to recommend any dividend for the year ended
31st March 2009.
BUSINESS
During the year under review, the companys total income has been
decreased from Rs. 248.74 lacs to 232.48 lacs, and Profit before
depreciation, interest and tax has also been decreased from Rs.38.18
lacs to Rs. 29.41 lacs. The main reason for lower income was due to the
world wide recession and not being able to undertake major up gradation
of the hotel facilities due to financial constraints
SETTLEMENTS WITH IFCI & TFCI LTD.
Your directors are happy to report that Company has settled and paid
the entire loan amount / dues of IFCI & TFCI Ltd. through One Time
Settlement Scheme.
FUTURE PROSPECTS
The Indian economy is recovering slowly and Sequel to the Government of
Indias Programme for achieving 7% GDP growth during current fiscal
year domestic tourism market offer huge growth and development
potential. Large chunk of guest arrivals in your Companys resort is
from neighbouring states, which have predominantly agriculture- based
economy. With near normal monsoon during current session, giving a
much needed boost to the farm economy. The increase in disposable
income of the rural economy will boost the domestic tourism market.
CORPORATE GOVERNANCE
A separate report on Corporate Governance is attached as Annexure to
the Annual Report. M/s Balika Sharma & Associates, Practicing Company
Secretaries confirming compliance of conditions of Corporate Governance
is included in the said Corporate Governance Report.
A separate Management Discussion & Analysis Report, covering a wide
range of issues relating to performance & business prospects is given
as annexure to this report.
FIXED DEPOSIT
The company has no invited or accepted any fixed deposit from the
public pursuant to Section 58A of the Companies Act. 1956 during the
year review.
DIRECTORS
Shri Ragavan Naidu, Director is liable to retire by rotation at the
ensuing Annual General Meeting, and being eligible offer himself for
re- appointment.
DISPUTE & COMPROMISE WITH M/S UMAK INVESTMENT COMPANY PRIVATE LIMITED
Your Company had taken loan from M/s Umak Investment Company Private
Limited for the purpose of repayment of amount of one time settlement
to IFCI & TFCI Limited. Further the entire loan along with the upto
date interest thereon has been settled by way of sale/transfer of
814930 no. of equity shares of the promoters, their relatives, friends
and associates @ Rs 151/- per share. In addition to the above loan to
the company M/s Umak.Investment Company Pvt. Ltd has also advanced Rs.
3.256 Crore to Promoters Directors of the company In their personal
capacity, the same has also been paid and settled along with up-to-date
interest thereon by the Promoters Directors by way of sale/ Transfer of
217470 no. of equity shares @ Rs. 151/- per shart as per the Memorandum
of Understanding dated 15th March,2007 between M/s Umak Investment
Company Private Limited, Promoters Directors and the Company.
Thereafter, with regard to repayment of above said loans, a dispute had
arisen between the company and s Umak Investment Company Pvt. Ltd. The
matter is still pendire with Honble Delhi High Court.
Thereafter, M/s Umak Investment Company Pvt. Limited along with Mr.
AAkash Bajaj has filed petition under section 397/398 of the Companies
Act, 1956, before the Honble Company Law Board. Aft* some hearing,
both the parties had submitted their compromise offer before the
Honble Company Law Board, Honble Company Law Board in their hearing
held on 20th day of July, 2009 had settled the dispute between M/s Umak
Investment Company Pvt. Limited, the Company and its promoter
Directors. As per the order of CLB, both the parties shall withdrawn
their legal cases pending before the various courts/forums and also
reverse the adjustment entries as above explained.
Subsequent to the Order of Honble Company Law Board, the accounting
entries passed in Financial year 2007-2008 with regard to adjustment of
loan of M/s Umak Investment Company Pvt. Limited have been reversed by
the Board of Director of the company in their meeting held on 27th
July, 2009, but the same have been accounted for as on 31st March, 2009
as an accounting prudence in preparation of these accounts.
INSPECTION UNDER SECTION 209A OF THE COMPANIES ACT, 1956
During the year under review, an inspection has been carried by
Regional Director (NR), Ministry of Corporate Affairs under section
209A of the Companies Act, 1956. During the Inspection the Inspecting
Officers had asked various documents and explanations, Company had
replied their queries in due course. Subsequent to such inspection, the
company has received show cause notices from the office of Registrar of
Companies, Punjab, H.P. & Chandigarh, Ministry of Corporate Affairs,
Government of India in connection with Inspection carried by Regional
Director (NR). Company had replied the show cause notices and also
filed the compounding application for the compoundable offences.
AUDITORS
The statutory auditors of the Company M/s. Sharma Goel & Company retire
at the ensuring Annual General Meeting and being eligible offer
themselves for re-appointment.
The auditors have furnished a certificate that their re-appointment
would be within the limits prescribed under section 224(1 B) of
Companies Act, 1956.
ACCOUNTS AND AUDIT REPORT:
The Notes to Accounts referred to in the Auditors Report are self
explanatory and, therefore, do not call for any further comments.
However, in respect of dispute & compromise with M/S Umak Investment
Company Private Limited, the Board of Directors wishes to explain as
under: -
Company had taken loan from M/S Umak Investment Company Private Limited
for the purpose of repayment of amount of one time settlement to IFCI &
TFCI Limited. Further, the entire loan along with the upto date
interest thereon has been settled by way of sale/transfer of 8,14,930
no. of equity shares of the promoters, their relatives, friends and
associates @Rs 151/- per share. In addition to the above loan to the
company M/s Umak Investment Company Pvt. Ltd has also advanced Rs.
3.256 Crore to Promoters Directors of the company in their personal
capacity, the same has also been paid and settled along with up-to-date
interest thereon by the Promoters Directors by way of sale/ Transfer of
2,17,470 no. of equity shares ç Rs. 151/- per share as per the
memorandum of Understanding dated 15th March, 2007 between M/s Umak
Investment Company Private Limited, Promoters Directors and the
Company. Thereafter, with regard to repayment of above said loans, a
dispute had been arisen between the company and M/s Umak Investment
Company Pvt. Ltd.
Thereafter, M/s Umak Investment Company Pvt. Limited along with Mr.
AAkash Bajaj has filed petition under section 397/398 of the Companies
Act, 1956, before the Honble Company Law Board. After some hearing,
both the parties had submitted their compromise offer. before the
Honble Company Law Board. Honble Company Law Board in their hearing
held on 20th day of July, 2009 had settled the dispute between M/s Umak
Investment Company Pvt. Limited, the Company and its promoter
Directors. As per the order of CLB, both the parties shall withdraw
their legal cases pending before the various courts/forums and also
reverse the adjustment entries as above explained.
Subsequent to the Order of Honble Company Law Board, the accounting
entries passed in Financial year 2007-2008 with regard to adjustment of
loan of M/s Umak Investment Company Pvt. Limited have been reversed by
the Board of Director of the company in their meeting held on 27th
July, 2009, but the same have been accounted for as on 31st March, 2009
as an accounting prudence in preparation of these accounts. A sum of
Rs. 50 lacs (i.e. Rs. 30 lacs paid by company, Rs. 10 lacs paid by
promoter directors and Rs. 10 lacs by other) has been paid to M/s Umak
Investment Company Pvt. Limited. The company is also in process for
withdrawing the legal cases pending before the various courts/forums.
As on date, company as well as its promoters director have complied the
Honble Company Law Board order. In view of the above, your directors
are of the opinion that the Balance Sheet now present a complete true
and fair picture.
LISTING OF SHARES
Your Companys share are listed and traded at Bombay Stock Exchange
Limited, Delhi Stock Exchange Limited and Ludhiana Stock Exchange
Limited. The Company has paid up to date listing fees to all stock
Exchanges.
PARTICULARS OF EMPLOYEES
There was no employee who was in receipt of remuneration over & above
the limits prescribed under Section 217(2A) of the Companies Act, 1956
as such no statement is furnished under the said Section.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
of your Company declare as under:
(i) That in the preparation of the Annual Accounts for the financial
year ended 31st March, 2009, the applicable Accounting Standards had
been followed along with proper explanation relating to materia
departures.
(ii) That the Company has selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company as at 31st March, 2009 and of the Profit or Loss of the
company for the said period.
(iii) That proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
(iv) That the annual accounts for the financial year ended 31st March,
2009 are prepared on a going concern basis.
DEMATERIALISATION
The Company has entered into an agreement with Central Depositor,
Services (India) Limited (CDSL) for dematerialization of your shares,
CDSL has allotted Code No. ISIN INE692D01010 to the Company foi the
purpose of Dematerialization. NSDL had rejected the admission for
establishing connectivity in this regard quoting eroded net worth of
the Company.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:
Pursuant to Section 217(1) (e) of the Companies Act, 1956 read wifr the
Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988, (as amended) a statement giving the required
information relating to energy conservation, technology absorption.
foreign exchange earnings and outgo is as under:
a) FOREIGN EXCHANGE EARNINGS:
Conservation of Energy, Technology Absorption, Foreign Exchange / out
go.
Foreign Exchange Earning NIL
Foreign Exchange Outgo NIL
b) RESEARCH & DEVELOPMENTS: NIL
c) TECHNOLOGY ABSORPTION, ADAPTION & INNOVATION: NIL
1. Efforts in brief made towards technology absorption, adaptation &
innovation, NIL
2. Benefits derived as a result of above efforts : Does not arise,
3. In case of Imported Technology : N.A.
d) CONSERVATION OF ENERGY: Particulars relating to conservation of
energy pursuant to Section 217(1) (e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 is not applicable to
ACKNOWLEDGEMENTS
Your Directors take this opportunity to otter their sincere thanks to
various departments of Central and State Government, Bankers, Financial
Institutions, Customer, Travel Agents, Suppliers and Contractors as
well as shareholders of the company during the year under review.
The directors also wish to place on records the appreciation for the
contribution made by all the employees of all levels and hope that with
their continued commitment and dedication the company could look
forward to more profitable operations ahead.
For and on behalf of the Board of Directors
Sd/-
Place: New Delhi UMESH PHALPHER
Date: 1st September, 2009 CHAIRMAN