Directors Report of West Leisure Resorts Ltd.

Mar 31, 2015

Dear Members,

Your directors present their Seventh Annual Report and the audited Financial Statements of the Company for the year ended 31st March, 2015.

1. FINANCIAL RESULTS AND APPROPRIATIONS

Year Ended Year ended

31st March, 31st March, 2015 2014 (Rs. Lacs) (Rs. Lacs)

Profit Before Tax 83.56 172.61

Less: Tax Expenses 22.96 31.73

60.60 140.88

Add: Balance brought forward 202.55 113.17

Add: Profit on Account of Demerger Scheme - 203.17

Available for Appropriation 263.15 457.22

Transfers & Appropriations:

Premium Payable on Redemption of - 248.40

Cumulative Preference Shares

Transfer to Capital Redemption Reserve 46.00 -

Proposed Dividend on Preference Shares

(Amount per Share Nil, Previous Year Rs. 0.80) - 5.36

Tax on Pref. Share Dividend - 0.91

Transfer to General Reserve 212.00 -

Balance Carried Forward 5.15 202.55

With a view to conserve the financial resources of the Company no dividend is being recommended.

2. OPERATIONS

During the year under review, Revenue from Operations of the Company was substantially lower at Rs 199.30 Lacs as against 404.56 Lacs in the previous year. Profit before Tax stood at Rs.83.55 Lacs as compared to Rs. 172.61 Lacs for the previous year while the net profit after Tax was lower at Rs. 60.59 Lacs. However, these figures are not exactly comparable, as in the previous year figures, Rs.203.17 Lacs revenue got transferred to your Company under a Court approved Scheme of Arrangement of your Company with Westlife Development Ltd.

3. DIRECTORS

a) Ms Seema Arora was appointed as a director at the 6th AGM held on 30.9.2014.

b) Mr G P Goyal, director retires by rotation at the ensuing Annual General Meeting but being eligible offers himself for re-appointment.

c) Board Evaluation

The Board has carried out an annual evaluation of its own performance, of the directors individually as well as of the independent directors. A performance evaluation of nonindependent directors was also carried out by the independent directors at a separate meeting. The directors expressed satisfaction with the evaluation process and the results.

d) Declaration by Independent Directors

Necessary declarations have been obtained from the independent directors under Section 149(7) of the Companies Act, 2013 (the Act) to the effect that the Declarant meets the criteria of independence laid down in Section 149 (6) of the Act.

e) Meetings

During the year seven board meetings were convened and held.

4. KEY MANAGERIAL PERSONNEL

During the year, Mr Chandrakant Khaitan was appointed as Chief Financial Officer and Mr Govind Prasad Goyal as Manager of the Company w.e.f. 01.06.2014. Mr P F Fernandes, Company Secretary was appointed as Compliance Officer of the Company in place of Mr Om Prakash Adukia.

5. AUDITORS

M/s Rajendra K Gupta & Associates, Chartered Accountants (Firm Registration No.108373W) were appointed as Statutory Auditors of the Company at the last Annual General Meeting for a period of five years subject to ratification by members at every subsequent Annual General Meeting. Ratification of their appointment is therefore being sought from members at the ensuing Annual General Meeting.

6. AUDITORS' REPORT

The Auditors' Report does not contain any reservation, qualification or adverse remark.

7. SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr Shailesh Kachalia, a Company Secretary in practice (C.P. No.3888) to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2015. The Secretarial Audit Report is annexed hereto as 'Annexure I'.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

8. LOANS, GUARANTEES OR INVESTMENTS

Particulars of investments made are given in notes to the financial statements. The Company has not granted any loans nor has it provided any guarantees/security to other bodies corporate during the financial year.

9. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

10. REDEMPTION OF PREFERENCE SHARES

As reported last year, the Company redeemed its 4,60,000 fully paid redeemable preference shares at a total premium of Rs. 248.40 lacs. The paid up capital after the said redemption stands at Rs. 3,05,33,370.

11. LISTING OF EQUITY SHARES

As reported last year Company's equity shares have been listed on the Bombay Stock Exchange on 2.6.2014.

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

(A) Conservation of Energy :

(i) steps taken or impact on Since the Company is not into any conservation of energy manufacturing activity there are (ii) steps taken by the Company for no particulars as such to be utilising alternate sources of provided under the heading (iii) capital investment on energy 'conservation ofenergy : energy' conservation equipments and so the question of making any capital investment therefor did not arise.

(B) Technology absorption :

(i) efforts made towards technology absorptionc ; Nil (ii) benefits derived like product improvement, cost ; to reduction, product development or import substitution

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

(a) details of technology imported; No such imports. (b) year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof ; and

(iv) expenditure incurred on Research and Development : Nil

(C) Foreign exchange earnings and outgo : Nil

13. INTERNAL FINANCIAL CONTROL

The Company has in place internal financial control systems, commensurate with its size and nature of operations to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. The internal auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company. Based on the report of the internal auditor, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

14. RISK MANAGEMENT

The Audit Committee has been delegated the responsibility of developing, implementing and monitoring a risk management plan and identifying, reviewing and mitigating all elements of risk which the Company may be exposed to.

15. NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee was constituted and presently the members of the Committee are Mr V C Kothari, Mr Manekchand Panda and Mr O P Adukia.

The Company's policy on directors' appointment and remuneration, etc. is attached as Annexure II and forms part of this report.

16. CORPORATE SOCIAL REPONSIBILITY

None of the three criteria specified in section 135(1) of the Act relating to constitution of a CSR Committee is applicable to the Company and as such is not required to be complied with.

17. AUDIT COMMITTEE

An Audit Committee has been constituted by the Board with Mr V C Kothari as Chairman and M/s Manekchand Panda and O P Adukia as members. The Company Secretary is Secretary of the Committee.

During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee. The Company has also put in place a vigil mechanism for directors and employees to report their concerns/grievances etc. to the Audit Committee which oversees the functioning of such mechanism.

18. SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company has no subsidiary, joint venture or associate.

19. PARTICULARS OF EMPLOYEES

a. Prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure - III and form part of this report.

b. There are no employees covered by Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

20. EXTRACT OF ANNUAL RETURN

An extract of the Company's Annual Return in form MGT-9 is annexed hereto as Annexure IV.

21. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 134(3)( c) read with Section 134(5) of the Act, your Directors state that:

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

(b) The directors have selected 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 of the Company for that period ;

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

(d) The directors have prepared the annual accounts on a going concern basis;

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

(f) The directors have devised proper systems to ensure compliance with provisions of all applicable laws and such systems are adequate and operating effectively.

22. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions covered by these items during the year under review:

1. Details relating to Deposits covered under Chapter V of the Act;

2. Issue of equity shares with differential rights as to dividend, voting or otherwise;

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the Company's going concern status and operations in the future.

Your directors further state that during the year under review, there were no cases filed

pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013.

ACKNOWLEDGEMENTS

The Board sincerely thanks all stakeholders for their continued support.

For and on behalf of the Board

Dated: 12th August, 2015 Om Prakash Adukia Govind Prasad Goyal Director Director

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Mar 31, 2014

Dear Members,

Your Directors present their Sixth Annual Report and the audited Statements of Accounts of the Company for the year ended 31st March, 2014

FINANCIAL RESULTS AND APPROPRIATION :

Year ended Year ended 31th March 31st March 2014 2013 (Rs Lacs) (Rs. Lacs)

Profit before Tax 172.61 6.99

Less: Provision for Income Tax 38.56 1.03

Deferred Tax Liability/ (Asset) (3.53) -

MAT Credit Entitlement - -

Earlier years adjustments (3.30) 0.10

140.88 5.86

Add Balance brought forward 113.17 107.31

Add : Profit on Account of Demerger Scheme 203.17 -

Available for appropriation 457.22 113.17

DIVIDEND :

While finalising the annual financial statements of the Company for the year 2013-14 on 30.05 2014 a provision for dividend of Rs 5.36.373 calculated at 8% p.a. on 4.60,000 Fully Paid 8% Cumulative Redeemable Preference Shares of Rs 10 each in the capital of the Company was made together with an amount of Rs 91,157 as dividend distribution tax thereon However, since the aforesaid shares have been fully redeemed at a premium on 6 6 2014 the question of declanng/ paying of any dividend thereon does not arise.

As for dividend on equity shares, the directors deemed it prudent not to recommend any dividend thereon in order to conserve the financial resources of the Company.

OPERATIONS :

During the year under review. Revenue from Operations of the Company was higher at Rs. 404 56 Lacs as against 42.26 Lacs in the previous year Profit before Tax stood at Rs 172 61 Lacs as compared to Rs 6 99 Lacs for the previous year Profit after Tax stood at Rs. 140.88 Lacs.

DIRECTORS

Details regarding persons proposed to be appointed as directors at the Annual General Meeting to be held on 30.9.2014 due to changes arising from the implementation of the Companies Act. 2013 are provided in the annexure to the Notice convening the Annual General Meeting.

SCHEME OF AMALGAMATION

As reported last year, the Company's Scheme of Arrangement with its holding Company, West life Development Limited and two other subsidiaries thereof which was pending for approval of the Bombay High Court has since been sanctioned (on 19.7.2013).

In terms of the said Scheme during the year, the 26,66,669 equity shares of the Company held by West life Development Limited were cancelled and new equivalent shares in the capital of the Company were issued in lieu thereof to the eligible shareholders of West life Development Limited Similarly. 4,60,000 8% Cumulative Redeemable Preference Shares of Rs. 10 each in the capital of the Company were allotted to every holder of 8% Cumulative Redeemable Preference Shares of Rs 10 each held in West life Development Limited after increasing the Authorised Capital of the Company by Rs 46 Lacs

Pursuant to the Scheme the name of your Company was changed from West Leisure Resorts Private Limited to West Leisure Resorts Limited

With the cancellation of 22.66,669 Equity Shares of the Company held by West life Development Limited, as aforesaid, the Company ceased to be a subsidiary of West life Development Limited with effect from 17 8.2013.

LISTING OF COMPANY'S EQUITY SHARES :

In terms of the aforesaid Scheme, the Company was required to list the Company's entire equity shares on the Bombay Stock Exchange Your directors are pleased to state that the shares have since been listed on the Bombay Stock Exchange on 02.6.2014

In view of the fact that the shares were not listed on any stock exchange as at the end of the year under review, the various requirements of the Listing Agreement were not attracted Post this date, the Company stands compliant with the same.

REDEMPTION OF PREFERENCE SHARES :

During the current year the 4.60.000 fully paid redeemable preference shares were redeemed at a total premium of Rs 2.48,40,000. The paid-up capital of the Company after such redemption stands at Rs 3,05,33,370.

STATUTORY AUDITORS :

Your Company's Auditors, M/s Rajendra K Gupta & Associates. Chartered Accountants retire at the ensuing Annual General Meeting of the Company. They have been Statutory Auditors of the Company since 5 years

As per Section 139 of the Companies Act, 2013 and the Rules made thereunder, the maximum number of consecutive years for which M/s. Rajendra K Gupta & Associates. Chartered Accountants may be appointed as Statutory Auditors of the Company is 5 years

In view of above. M/s Rajendra K Gupta & Associates. Chartered Accountants, being eligible for re-appointment and based on the recommendations of the Audit Committee, it is proposed to appoint M/s Rajendra K Gupta & Associates. Chartered Accountants as Statutory Auditors of the Company for a period of 5 years to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the Tenth Annual General Meeting of the Company subject to ratification by members every year

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS :

As no manufacturing activities were carried out during the year under review, there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988. There was no foreign exchange earning nor any expenditure in foreign currency

PUBLIC DEPOSITS :

The Company did not accept any deposits from the public

PARTICULARS OF EMPLOYEES :

There are no employees covered by Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules. 1975.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state that

a) in the preparation of the annual accounts, the applicable accounting standards have been followed:

b) the accounting policies selected and applied are consistent and the judgements and estimates made 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 its profit for the year;

c) 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, and

d) the annual accounts have been prepared on a going concern basis

EMPLOYEE RELATIONS

Relations with employee during the year continued to be cordial

ACKNOWLEDGEMENTS

The Board sincerely thanks all Stakeholders for their continued support.

On Behalf of the Board of Directors

Om Prakash Adukia Govind Prasad Goyal Director Director

Registered Office

10. Kitab Mahal, 2nd Floor 192, Dr D N Road, Fort Mumbai 400 001

Date : 2nd September 2014