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Directors Report of Westlife Development Ltd.

Mar 31, 2017

The Directors are pleased to present their Thirty-Fourth Annual Report and Audited Statement of Accounts for the year ended March 31, 2017.

I FINANCIAL DETAILS

Consolidated Financial Highlights (Rs, in Millions)

Particulars

2016-2017

2015-2016

Revenue from operations (Net)

9,307.86

8,334.27

total Expenses excluding Depreciation, Interest and tax

8,838.35

7,908.00

EBITDA

669.79

523.34

Profit / (loss) before tax

(121.20)

30.90

Less : tax Expenses

-

2.57

Profit / (loss) after tax

(121.20)

28.33

Standalone Financial Highlights (Rs.)

Particulars

2016-2017

2015-2016

EBITDA

(3,027,624)

(1,894,092)

Less : Depreciation

3,249

5,080

Profit/ (Loss) before tax

(3,030,873)

(1,899,172)

Less : tax Expenses

Deferred tax

-

2,571,512

Profit/ (Loss) for the year

(3,030,873)

(4,470,684)

Add : Balance brought forward

(27,802,132)

(23,331,448)

Balance Carried forward

(30,833,005)

(27,802, 132)

II PERFORMANCE

Standalone Operating Performance

During the financial year 2016-17, the Company has reported a reduced loss after tax of Rs.30.31 lakhs as against a loss of Rs 44.71 lakhs for last year.

the Company focuses on putting up and operating Quick Service restaurants (QSR) in India through its wholly owned subsidiary, which is a Development Licensee / Master Franchisee of McDonald''s and operates QSRs under the brand name McDonald''s.

Consolidated financial statements of the Company and its subsidiary prepared in accordance with applicable accounting standards and duly audited by the Company''s statutory auditors are annexed.

subsidiary''s operating Performance

the highlights of the Subsidiary performance for FY 2016-17 and their contribution to the overall performance of the Company is provided (Rs. in millions)

Particulars

2016-2017

2015-2016

Revenue from operations (Net)

9305.90

8331.17

total Expenses excluding Depreciation, Interest and tax

8831.90

7900.57

EBITDA

672.82

525.23

Profit / (loss) before tax

(118.17)

32.80

Less : tax Expenses

-

-

Profit / (loss) after tax

(118.17)

32.80

Dividend

Considering the present financial position as on 31st March, 2017, no dividend is being recommended.

state of the company''s affairs

your Company had carried out trading activities during the year. It has promoted the operations of QSRs through its subsidiary as aforesaid. the Company endeavors to continuously improve its performance. your Directors are satisfied with the present state of the Company''s affairs.

Transfer to Reserves

No funds are being transferred to the reserves.

material changes and commitments

No material changes and commitments affecting the financial position of your Company have occurred between 31st March, 2017 and the date of the report.

Particulars of loans, guarantee or investments

Particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security are provided in Note No. 7 and 8 to the Standalone Financial Statements.

iii directors and management

Re-appointment of Director

Pursuant to the provisions of Section 152 of the Companies Act, 2013, the office of Mr Achal Jatia (DIN : 03587681) is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, he offers himself for re-appointment. the Board recommends his re-appointment.

Number of meetings of the Board

Five meetings of the Board of Directors were held during the financial year. For further details, please refer to the Report on Corporate Governance which forms a part of this Annual Report.

Declaration by Independent Directors

the Company has received declarations from all the Independent Directors of the Company confirming that they fulfill the criteria of independence as prescribed under subsection (6) of Section 149 of the Companies Act, 2013.

Directors'' Responsibility statement

As required under Section 134 (3) (c) and pursuant to Section 134 (5) of the Companies Act, 2013, your Directors state that:

(a) in the preparation of the annual accounts for financial year ended 31st March, 2017, the applicable accounting standards have been followed and there are no departures in adoption of these standards;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2017 and of the profit and loss of the Company for the year ended on that date;

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

(d) the Directors have prepared the annual accounts for financial year ended 31st March, 2017 on a ''going concern'' basis.

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

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

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Board''s functioning such as adequacy of the composition of the

Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors. the performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. the performance evaluation of the Chairman of the Company was also carried out by the Independent Directors, taking into account the views of the Executive Director and Non-Executive Directors. the Directors expressed their satisfaction with the evaluation process.

Audit committee

In accordance with Regulation 18 of the Listing Regulations read with Section 177 of the Companies Act, 2013, the Company had constituted an Audit Committee, which consists of three independent non-executive directors namely; (1) Mr P.R. Barpande (Chairman), (2) Mr Dilip thakkar (member), (3) Mr Manish Chokhani (member) and one other director, Mr Amit Jatia (member). the Audit Committee functions in terms of the role and powers delegated by the Board of Directors of the Company keeping in view the provisions of Regulation 18 of the Listing Regulations and Section 177 of the Companies Act, 2013 and the corresponding Rules made there under, being the Companies (Meetings of Board and its Powers) Rules, 2014.

Vigil Mechanism and Whistleblower Policy

the Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed there under and under Regulation 22 of the Listing Regulations is implemented through the Company''s Vigil & Whistleblower Policy to enable the Directors and employees of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

the Vigil & Whistleblower Policy of the Company is available on the Company''s website at the web-link: http://www.westlife. co.in/investors-compliance-and-policies.php

Auditors

-Statutory Auditors and Auditors'' Report

S R B C & CO LLP, Chartered Accountants (ICAI Registration No. 324982E) current statutory auditors of the Company expressed their unwillingness to continue as statutory auditors from the conclusion of the ensuing Annual General Meeting (AGM). Members of the Company in their AGM held on 26th September 2014 had appointed S R B C & CO LLP as statutory auditors of the company for a period of five years until the conclusion of 36th AGM.

Further, the audit committee and the Board of Directors of the Company subject to the approval of members of the Company have recommended the appointment of B S R & Associates LLP (Registration No.: 116231W/W-100024), Chartered Accountants, as statutory auditors of the Company for a period of five years to hold the office from the conclusion of ensuing 34th AGM until the conclusion of 39th AGM subject to ratification of their appointment at every AGM on yearly basis.

the Company has received a written consent from B S R & Associates LLP, Chartered Accountants to their appointment and a certificate, to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the Rules framed there under and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013. Your Directors proposed the said appointment for your approval.

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

-Secretarial Audit and Report of company secretary in practice

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr Shailesh Kachalia, Practicing Company Secretary (Certificate of Practice Number: 3888) to carry out the Secretarial Audit of the Company.

In terms of the provisions of sub-section (1) of Section 204 of the Companies Act, 2013, the Company has annexed to this Board Report as ''Annexure I'', a Secretarial Audit Report given by a company secretary in practice.

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

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr Amit Jatia, Chief Executive officer (CEo), Mr Suresh Lakshminarayanan, Chief Financial Officer (CFo) and Dr. Shatadru Sengupta, Company Secretary (CS). there has been no change in Key Managerial Personnel during the year.

contracts or Arrangements with Related Parties

Related Party transactions that were entered into during the year by your Company have been disclosed in Form AoC-2 pursuant to Section 134(3) (h) of the Companies Act, 2013, which has been appended as ''Annexure II''.

Disclosures on Employee stock option scheme

In compliance with Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (the ''Regulations'') read with SEBI Circular no. CIR/ CFD/PoLICY CELL/2/2015 dated 16th June, 2015, your Board of Directors report that during the year under review, no material changes in the West life Development Limited Employees Stock option Scheme 2013 (the ''Scheme'') had taken place and that the Scheme is in compliance with the Regulations. Further, the details mentioned in the above Regulation have been disclosed on the Company''s website at web link: http:// www.westlife.co.in/web/compliance.aspx.

statement of deviation(s) or variation(s)

With reference to the provisions of Regulation 32 (4) of the Listing Regulations, there were no deviations or variations of funds of the Company for the financial year.

Policy for Qualifications, positive attributes and independence criteria for Directors and Remuneration for Directors, Key Managerial Personnel and other employees

In accordance with the provisions of Section 134(3) (e); sub section (3) and (4) of Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the Listing Regulations, the Company has formulated a policy. the said policy has been appended as ''Annexure III'' which forms a part of this Report.

corporate social Responsibility

the provisions of Section 135 of the Companies Act, 2013 as to Corporate Social Responsibility are not applicable to your Company.

Disclosure pursuant to Rule 5 of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

In accordance with the rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following disclosures are made:

- The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year: N.A.*

- the percentage increase in remuneration of each director, Chief Financial officer, Chief

Executive officer, Company Secretary or Manager, if any, in the financial year: N.A.*

- the percentage increase in the median remuneration of employees in the financial year: N.A.*

- the number of permanent employees on the rolls of Company: three

- average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: N.A.*

- the terms of remuneration are in line with the Remuneration Policy of the Company.

- Directors did not receive any remuneration from the Company during the year, except sitting fee for attending meetings of the Board and its Committees, and no remuneration is being paid to the employees or Key Managerial Personnel of the Company.

Internal control systems

the Company has a proper and adequate internal audit and control system commensurate with its size and the nature of its business. No instance of any fraud or misdemeanor has been noticed during the year.

significant and material orders

there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and Company''s operations in future.

Public Deposits

the Company did not accept any deposits during the year.

corporate Governance

Report on Corporate Governance of the Company for the year under review, as per the requirements of Regulation 34 (3) read with Para C of Schedule V of the Listing Regulations, has been given under a separate section and forms part of this Annual Report.

Management Discussion and Analysis

A detailed review of operations, performance and future outlook of the Company and its business, as stipulated under Regulation 34 (2)

(e) read with Para B of Schedule V of the Listing Regulations, is presented in a separate section forming part of the Annual Report under the heading ''Management Discussion and Analysis''.

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund (IEPF) Authority (Accounting, Audit, transfer and Refund) Rules, 2016 (''the Rules''), all unpaid or unclaimed dividends are required to be transferred by the Company after the completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends. Further, the corresponding shares will be transferred as per the requirements of the IEPF Rules, details of which are provided on our website, at http://www.westlife.co.in/ investors-compliance-and-policies.php.

Extracts of Annual Return

In accordance with sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of the annual return as at 31st March, 2017 forms part of this Report and is appended herewith as ''Annexure IV''.

conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and outgo

the particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3) (m) of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given as under:

A. conservation of Energy

i) the steps taken or impact on conservation of energy: the operations of your Company are not energy intensive.

ii) the steps taken by the Company for utilizing alternate sources of energy: NIL

iii) the capital investment on energy conservation equipments: NIL

However, the Company''s subsidiary, Hardcastle Restaurants Pvt. Ltd, has taken significant measures for conservation of energy and saving the environment, as set out more particularly in the Business Responsibility Report forming part of this Annual Report.

B. Technology Absorption

i) the efforts made towards technology absorption : NIL

ii) the benefits derived like product improvement, cost reduction, product development or import substitution : NIL

iii) in case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): NIL

(a) Details of technology Imported;

(b) Year of Import;

(c) Whether the technology has been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof.

iv) Your Company has not incurred

any expenditure on Research and Development during the year under review.

c. Foreign Exchange Earnings and outgo

During the year under review there were no foreign exchange inflow, outflow or earnings.

Risk Management

Your Company has a well-defined risk management framework in place. the risk management framework works at various levels across the Company. the Company has a robust organizational structure for managing and reporting on risks.

Your Company has constituted a Risk Management Committee of the Board which is authorized to monitor and review a Risk Management Plan. the Risk Management Plan provides a detailed programme for risk prevention, risk mitigation and risk management and the operation/working thereof, along with reporting of any new risks. the Risk Management Plan has been established across the organization and is designed to prevent, mitigate and manage risks that affect the Company.

IV DIVIDEND DISTRIBUTION POLICY

the above policy is enclosed as ''Annexure-V'' to the Board''s Report and also available on the Company''s website at http://www.westlife. co.in/investors-compliance-and-policies.php

V business responsibility report (BRR)

the Listing Regulations mandate the inclusion of the BRR as part of the Annual Report for top 500 listed entities based on market capitalization. In compliance with the Listing Regulations, we have integrated BRR disclosures annexed as ''Annexure-VI'' to the Board''s Report.

vi acknowledgement

the Board of Directors wish to express its gratitude and record sincere appreciation for the dedicated efforts of all employees of the Company. the Board is thankful to the esteemed shareholders for their continued support and confidence reposed in the Company. the Board takes this opportunity to express its gratitude for the valuable assistance and co-operation extended by all stakeholders including government authorities, customers, banks, vendors, advisors, and other business partners.

For and on behalf of the Board of Directors

Sd/- Sd/-

Amit Jatia smita Jatia

Director Director

DIN:00016871 DIN: 03165703

Place: Mumbai

Date: 1st August, 2017


Mar 31, 2014

Dear Members,

The Directors are pleased to present their Thirty-First Annual Report and Audited Statement of Accounts for the year ended March 31, 2014.

Consolidated Financial Highlights of Westlife Development Limited: The consolidated financial highlights of Westlife Development Limited are as follows:

Rs. in Millions

For the year For the year ended March ended March 31, 2014 31, 2013

REVENUE FROM OPERATIONS 7,403 6,843

Total expenses excluding Depreciation, Interest and Tax 6,972 6,242

EBITDA 488 653

Profit for the year (before adjustment for Minority Interest) 7 333

Less: Share of Profit transferred to Minority Interest - 120

Profit for the year (after adjustment for Minority Interest) 10 213

Your Directors are pleased to present their Thirty-First Annual Report and audited Statement of Accounts for the year ended March 31, 2014.

STANDALONE FINANCIAL STATEMENT:

Rs.

For the year For the year ended March ended March 31, 2014 31, 2013

Profit before Depreciation (8,69,363) 2,44,91,301

Less : Depreciation 4,786 6,088

Profit before Exceptional Items & tax (8,74,149) 2,44,85,213

Less : Exceptional Items - -

Profit/ (Loss) before Tax (8,74,149) 2,44,85,213

Provision for Taxes - 34,12,400

MAT Credit Entitlement (20,26,515) (20,26,515)

Deferred Tax Liability/ (Asset) (27,30,204) (6,67,570)

Tax adjustments for earlier years (22,86,108) (16,832)

Profit/ (Loss) for the year 21,15,648 2,37,83,730

Add : Balance brought forward 2,05,67,264 (30,19,478)

Less : Appropriations

- Proposed Dividend on Preference Shares - 1,68,373

- Tax on Proposed Preference Dividend - 28,615

- Adjustment pursuant to the composite scheme of arrangement (4,47,08,474) -

Balance carried forward (22,025,562) 2,05,67,264

In order to conserve reserves, no dividend is being recommended.

STANDALONE OPERATING

PERFORMANCE:

During the financial year 2013-14, the global

economic environment was on a slow growth path. However, despite the prevailing uncertainties, the Company achieved a fairly steady growth and recorded a satisfactory after tax profit of H21.16 lakhs as against a profit of H2.38 crores last year.

The Company is an operating-cum-investment Company engaged primarily in the business of promotion and operation of Quick Service Restaurants (QSRs) through its subsidiary, which is a Development Licensee/ Master Franchisee of McDonalds'' and operates QSRs under the brand name McDonald''s.

SUBSIDIARY COMPANY : Consolidated financial statements of the Company and its subsidiary prepared in accordance with applicable accounting standards and duly audited by the Company''s statutory auditors are annexed.

The annual accounts of the subsidiary and the related detailed information shall be made available to the shareholders of the Company and also to the shareholders of the said subsidiary company seeking such information. The annual accounts of the subsidiary are available for inspection by any shareholder in the head office of the Company and of the subsidiary company concerned.

DIRECTORS & MANAGEMENT : Pursuant to the provisions of Section 152 of the Companies Act, 2013, the office of Mr. Amit Jatia is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, he offers himself for re-appointment. The Board recommends his re-appointment.

During the year under review, pursuant to the provisions of Section 161 of the Companies Act, 2013, Ms. Smita Jatia and Mr. Manish Chokhani were appointed by the Board as Additional Directors of the Company at its Board meeting held on 18th September, 2013. Subsequently, Mr. Tarun Kataria and Mr. Achal Jatia were appointed as Additional Directors of the Company at its Board meeting held on 1st August, 2014. They each hold office till the date of the ensuing Annual General Meeting of the Company. The Board recommends their appointment as Directors of the Company.

Mr. P. R. Barpande, Mr. Dilip J. Thakkar, Mr. Manish Chokhani and Mr. Tarun Kataria are Independent Directors and would hold office for a term of 5 years in terms of Section 149 of the Companies Act, 2013, as set out in more detail in the Notice of the 31st Annual General Meeting sent to members.

During the year under review, Dr Shatadru Sengupta had been appointed Company Secretary and Compliance Officer of the Company.

Significant events: Share capital:

a) Preferential issue of shares:

Pursuant to the resolution passed by members of the Company at an Extra Ordinary General Meeting held on 16th August 2013, the Directors of your Company on 27.08.2013 allotted 54,04,593 equity shares of H2/- each at an issue price of H333.05 per share including a premium of H331.05/- per share to Arisaig Fund India Limited by way of preferential issue.

b) Employee Stock Option Scheme: Pursuant to the resolutions passed by members of the Company at an Extra Ordinary General Meeting held on 30th October, 2013, the Company''s Articles of Association were amended to enable grant of Employee Stock Options to employees of the Company and of its subsidiary by way of an Employee Stock Option Scheme (ESOS), and the members also approved the introduction and implementation of an ESOS by the name of "Westlife Development Limited Employee Stock Option Scheme – 2013", with a ceiling on the number of options exercisable into equity shares being upto 1% of the equity shares comprised in the paid-up equity share capital of the Company, at such price and on such terms and conditions as may be fixed or determined by the Board in accordance with the SEBI ESOS Guidelines.

SCHEME OF ARRANGEMENT: Further to what was reported last year, the Bombay High Court had, vide its order dated 19th July, 2013 approved the Scheme of Arrangement between the Company and its subsidiaries As a result, Hardcastle Restaurants Private Limited became the only and a direct subsidiary of the Company.

AUDITORS :

S R Batliboi & Co LLP, Chartered Accountants, Mumbai, statutory auditors of the Company, hold office till the conclusion of the forthcoming Annual General Meeting. The Company has received communication from them that they are not seeking reappointment.

The Company has received communication from S R B C & CO LLP that they are willing to be appointed as auditors. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limits under Section 139 (1) of the Companies Act, 2013. The Board recommends their appointment.

Members are requested to appoint auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

PUBLIC DEPOSITS :

The Company did not accept any deposits during the year.

PARTICULARS OF EMPLOYEES :

The provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not attracted.

Human relations have remained cordial throughout the year.

INTERNAL CONTROL SYSTEMS : The Company has a proper and adequate internal audit and control system commensurate with its size and the nature of its business. No instance of any fraud or misdemeanour has been noticed during the year.

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 of the profit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with 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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS: Your Company is not engaged in any manufacturing activity and therefore, there are no particulars to be disclosed under the Companies

(Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to conservation of energy and technology absorption.

During the year under review, the Company did not earn/ spend any foreign exchange.

CORPORATE GOVERNANCE : Report on Corporate Governance of the Company for the year under review, as per the requirements of Clause 49 of the Listing Agreement, has been given under a separate section and forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of the Company and its business, as stipulated under Clause 49 of the Listing Agreement, is presented in a separate section forming part of the Annual Report under the heading ''Management Discussion and Analysis''.

AUDIT COMMITTEE:

In accordance with Clause 49 of the Listing Agreement read with Section 292A of the Companies Act, 1956, the Company had constituted an Audit Committee, which consists of three Independent non-executive directors namely; (1) Mr. P.R. Barpande (Chairman), (2) Mr. Dilip Thakkar (member), (3) Mr. Manish Chokhani (member) and one director namely; Mr. Amit Jatia (member). The Audit Committee functions in terms of the role and powers delegated by the Board of Directors of the Company keeping in view the provisions of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956 and the corresponding provisions of the Companies Act, 2013.

ACKNOWLEDGEMENT : The Board of Directors wish to express their gratitude and record sincere appreciation for the dedicated efforts of all employees of the Company. The Board is thankful to the esteemed shareholders for their continued support and confidence reposed in the Company. The Board takes this opportunity to express its gratitude for the valuable assistance and co-operation extended by all stakeholders including Government Authorities, customers, banks, vendors, advisors, and other business partners.

For and on behalf of the Board of Directors

Place: Mumbai Amit Jatia Smita Jatia

Date: 1st August, 2014 Director Director


Mar 31, 2013

The Directors are pleased to present their Thirtieth Annual Report and audited Statement of Accounts for the year ended March 31, 2013.

STANDALONE FINANCIAL STATEMENT

Rs.

2012-13 2011-12

Profit before Depreciation 2,44,91,301 43,58,382

Less: Depreciation 6,088 9,967

Profit before Exceptional Items & tax 2,44,85,213 43,48,415

Less : Exceptional Items 1,27,43,861

Profit/(Loss) before Tax 2,44,85,213 (83,95,446)

Provision for Taxes 34,12,400 12,63,800

MAT Credit Entitlement (20,26,515)

Deferred Tax Liability/(Asset) (6,67,570) (19,781)

Tax adjustments for earlier years (16,832) 3,01,961

Profit/(Loss) for the year 2,37,83,730 (99,41,426)

Add: Balance brought forward (30,19,478) 69,21,948

Less : Appropriations

Proposed Dividend on Preference Shares 1,68,373

Tax on Proposed Preference Dividend 28,615

Balance carried forward 2,05,67,264 (30,19,478)

In order to conserve reserves, no dividend is being recommended, except 8% (Re 0.80 per share) dividend on Preference Shares in respect of the

Financial Year 2012-13.

STANDALONE OPERATING PERFORMANCE

During the financial year 2012-13, the global economic environment was on a slow growth path. However, despite the prevailing uncertainties, the Company achieved a fairly steady growth and recorded a satisfactory after tax profit of Rs. 2.38 crores as against a loss of Rs. 99.41 lacs last year.

The Company is an operating-cum-investment company engaged in the business of-

a) promotion and operation of quick service restaurants through subsidiaries.

b) investing, buying, selling, dealing in securities and financing activities.

c) Supporting its subsidiaries in acquisition and development of retail spaces to expand its business

During the year, the Company carried out trading in steel products and executed civil and electrical works.

SUBSIDIARY COMPANIES

Consolidated financial statements of the Company and its subsidiaries prepared in accordance with applicable accounting standards and duly audited by the Company''s statutory auditors are annexed.

The annual accounts of the subsidiaries and the related detailed information shall be made available to the shareholders of the Company and also to the shareholders of the said subsidiary companies seeking such information at any point of time. The annua accounts of the subsidiaries are available for inspection by any shareholder in the head office of the Company and of the subsidiary company concerned.

DIRECTORS & MANAGEMENT

Mr. B L Jatia, Director retires by rotation and being eligible offers himself for reappointment.

During the year under review, Mr O P Adukia was appointed by the Board as Principal Officer to look after the day to day affairs of the Company, subject to the superintendence and control of the Board.

SIGNIFICANT EVENTS

Share Capital

a) Authorised Capital

During the year, the Company by a resolution passed by members at their Extra Ordinary General Meeting held on 16.10.2012, restructured its Authorised Capital from Rs. 20,00,00,000 comprising of 2,00,00,000 Equity Shares ofRs. 10 each to Rs. 20,00,00,000 comprising of 1,95,40,000 Equity Shares ofRs. 10 each and 4,60,000 Preference Shares of Rs. 10 each.

b) Preferential Issue

The Board of Directors made an allotment of 4,60,000, 8% Cumulative Redeemable Preference Shares of Rs. 10 each at a premium ofRs. 50 per share under a preferential issue to Anand Veena Twisters Pvt. Ltd. (an entity belonging to the Promoter Group) (aggregating to Rs. 276.0 lacs) for cash during the year, after obtaining members'' approval.

c) Bonus Shares

Pursuant to the resolution passed by members of the Company at an Extra Ordinary General Meeting held on 16.10.2012, the Directors of your Company on 12.12.2012 allotted 28,86,010 bonus shares to members of the Company (other than those belonging to promoter group) in the ratio of one equity share ofRs. 10 each in the capital of the Company for every one existing equity share held by the eligible members on 11.12.2012 (the Record date). The bonus shares have since been listed for trading on the Bombay Stock Exchange. The Company''s issued and paid up capital after the said bonus issue stands at Rs. 18,28,60,100, the public shareholding being slightly above 25% thus making the Company compliant with the minimum public shareholding as required by the Listing Agreement and applicable laws.

d) Stock Split

In order to widen the shareholder base and to make the shares affordable to small investors, members at a meeting held on 3.6.2013 had approved splitting of the face value of the Company''s Equity Share from Rs. 10 to Rs. 2 each.

The new ISIN allotted for the Company''s equity share is INE 274F01020.

SCHEME OF ARRANGEMENT

Further to what was reported last year, the Bombay High Court, on presentation of the Scheme of Arrangement between the Company and its subsidiaries viz. West Leisure Resorts Pvt. Ltd, Westpoint Leisureparks Pvt. Ltd and Triple A Foods Pvt. Ltd had by its Order dated 15.3.2013 directed that a meeting of the equity shareholders be convened on 22.4.2013 for considering the Scheme and also to seek members'' approval for the proposed reduction of share capital of the Company consequent to the cancellation of the Company''s 4,60,000, 8% Cumulative Preference Shares ofRs. 10 each in terms of the Scheme. Accordingly, meetings of members were held for the aforesaid purposes where both the proposals were approved unanimously. A petition for sanctioning the Scheme has since been submitted to the Bombay High Court and awaits disposal.

AUDITORS

S R Batiliboi & Co LLP, (erstwhile M/s S R Batliboi & Co.) Chartered Accountants, the statutory auditors of the Company, hold office till the conclusion of the forthcoming annual general meeting and are eligible for re-appointment.

PUBLIC DEPOSITS

The Company did not accept any deposits during the year.

PARTICULARS OF EMPLOYEES

The provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not attracted.

Human relations have remained cordial throughout the year.

INTERNAL CONTROL SYSTEMS

The Company has a proper and adequate internal audit and control system commensurate with its size and the nature of its business. No instance of any fraud or misdemeanour has been noticed during the year.

DIRECTORS''RESPONSIBILITY STATEMENT

As required under Section 217 (2 A A) 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 of the profit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with 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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORP- TION AND FOREIGN EXCHANGE EARNINGS / OUTGO

Your Company is not engaged in any manufacturing activity and therefore, there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to conservation of energy and technology absorption.

During the year under review, the Company did not earn/ spend any foreign exchange.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed hereto as part of this Report.

ACKNOWLEDGEMENT

Your Board places on record its appreciation of the co-operation extended by all concerned.

For and on behalf of the Board of Directors

Banwari Lai Jatia

(Chairman)

Place : Mumbai

Date : 18th July, 2013


Mar 31, 2011

REPORT OF THE BOARD OF DIRECTORS TO THE MEMBERS

The Directors are pleased to present their Twenty-Eight Annual Report and audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL STATEMENT:

2010 -2011 2009-2010 Rupees Rupees

Profit before Depreciation 2,92,363 29,80,413

Less : Depreciation 16,404 27,099

Profit before tax 2,75,959 29,53,314

Provision for Taxes 49,000 (4,17,121)

Deferred Tax Liability (Asset) 1,730 3,33,512

Fringe Benefits Tax for earlier year 1,101 -

Profit for the year 2,24,128 30,36,923

Add: Balance brought forward 66,97,820 36,60,897

Balance carried forward 69,21,948 66,97,820



In view of inadequacy of profits, no dividend is being recommended.

OPERATING PERFORMANCE :

The Company's Profit after Tax was lower at Rs. 2.24 lacs as compared to Rs. 30.37 lacs of last year.

SUBSIDIARY COMPANIES :

Consolidated financial statements of the Company and its two subsidiaries prepared in accordance with applicable accounting standards and duly audited by the Company's statutory auditors are annexed.

The annual accounts of the subsidiaries and the related detailed information shall be made available to the shareholders of the Company and also to the shareholders of the said subsidiary companies seeking such information at any point of time The Annual accounts of the subsidiaries are available for inspection by any shareholders in the head office of the Company and of the subsidiary comnpanies concerned.

DIRECTORS :

Mr. Sunil Hirawat, director who retires by rotation at the forthcoming Annual General Meeting, being eligible, offers himself for re-appointment. A brief resume of Mr. Sunil Hirawat appears in the notice of the ensuing Annual General Meeting.

AUDITORS :

Auditors of the Company, M/s. Rajendra K Gupta & Associates, Chartered Accountants retire at the conclusion of the forthcoming Annual General Meeting. Members are requested to appoint auditors for the current accounting year and fix their remuneration.

PUBLIC DEPOSITS:

The Company did not accept any deposits during the year.

PARTICULARS OF EMPLOYEES :

The provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not attracted.

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 of the profit of the Company for that period;

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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPOTION AND FOREIGN EXCHANGE EARNINGS:

Your Company is not engaged in any manufacturing activity and therefore, there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to conservation of energy or technology absorption.

During the year under review, the company did not earn/ spend any foreign exchange.

CORPORATE GOVERNANCE .

A separate report on Corporate Governance as also Management Discussion & Analysis are annexed hereto as part of this Report.

ACKNOWLEDGEMENT :

Your Board places on record its appreciation of the co-operation extended by all concerned.

For and on Behalf of the Board of Directors

Director Director

Mumbai 12th August, 2011

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