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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Best Eastern Hotels Ltd.

Mar 31, 2025

Your Directors present their 82^nd Annual Report together with the Audited Statement of Accounts for the year ended on
31^st March 2025.

Financial Results:

Particulars	Rupees in lakhs
Particulars	2024-25	2023-24
Total Revenue	637.60	622.09
Total Expenses	637.26	599.92
Profit before Taxation	0.34	22.17
Less : Provision for Tax
Current Tax	-	9.43
Deferred Tax	(176)	(131)
Profit for the period	1.03	14.05

Operating Results:

The Company has achieved total revenue of Rs. 637.60 lakhs, as compared to total revenue of Rs. 622.09 lakhs
recorded in the previous year. However, the Profit before Tax was lower at Rs. 0.34 lakh as compared to Rs. 22.17 lakh
in the previous year, mainly due to higher input cost. Your directors are hopeful towards increasing the revenue and profit
during this financial year.

Share Capital

The issued, subscribed and paid-up equity share capital of the Company is Rs. 1,68,50,000 divided into 1,68,50,000 of
Rs. 1/- per share (Rs. One each). 10% Cumulative Non-Convertible Preference shares of the Company are Rs.
1,20,00,000 divided into 12,00,000 shares of Rs. 10/- per share (Rs. Ten each). During the year, the Company has not
issued any equity or preference shares.

Dividend on Equity and Preference Shares:

Considering the necessity to conserve resources of the Company, the Board of Directors do not recommend any
dividend for the year ended 31st March 2025 on equity shares of the Company. However, the Board of Directors have
declared a dividend at the rate of 10% on 10% Cumulative Non-Convertible Redeemable Preference Shares of Rs. 12
lakhs for financial year 2024-25.

Transfer to Reserves:

No amount was transferred to the reserves during the financial year ended 31st March 2025.

Deposits from Public:

The Company has neither invited nor accepted any deposits from Public. The Company does not have any unpaid or
unclaimed deposits as at the end of financial year.

Directors and Key Managerial Personnel (KMP)

Mrs. Neelam Dilip Kothari (DIN: 02312332), Non-Executive Non-Independent Director retires by rotation and being eligible
offers herself for re-appointment.

The changes in the Board Composition and Key Managerial Personnel during the year 2024-25 are detailed
below:

Changes in designation of Dr. Ramnik K. Baxi (DIN00011048) with effect from 1st April 2024 as Non executive Director of
the company and Cessation with effect from 13th August, 2024 due to expiry of term.

Appointment of Dr. Rahul Ramnik Baxi (DIN: 10694427) as an Additional Director, Non- Executive, Independent Director
with effect from 16th July, 2024 who was regularized as a Director at the Annual general meeting held on 19th
September, 2024.

Resignation of Mr. Rajesh Kedia (ACS: 11282) as Company Secretary and Compliance Officer (Key Managerial
Personnel) of the Company with effect from the close of business hours on 30th September, 2024.

Appointment of Mr. Pritam Paul (ACS: 26025) as Company Secretary and Compliance Officer of the Company with effect
from 01st November, 2024 and his resignation with effect from the close of business hours on 19th November, 2024.
Appointment of Mr. Keshav Binani (ACS: 59999) as Company Secretary and Compliance Officer of the Company with
effect from 31st March, 2025.

Ms. Jenny Vijaykar, has been appointed as an Additional, Non-Executive, Independent director of the Company at the
Board meeting held on 01st July, 2025 with effect from 16th July, 2025 subject to approval of the shareholders. The
Board has recommended her appointment at the forthcoming Annual General Meeting as Non-Executive Independent
Director of the Company, not liable to retire by rotation.

Policies:

The following policies of the company are attached herewith and marked as Annexure 1, Annexure 2 and Annexure 3.
Policy on appointment of Directors and Senior Management (Annexure 1)

Policy on Remuneration to Directorsâ (Annexure 2)

Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 3)

Directors Responsibility Statement:

Pursuant to sub-section (5) of section 134 of the Companies Act, 2013, the Board of Directors of the company hereby
state and confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures.

(b) the directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the company at the
end of the financial year and of the profit and loss of the company for that period.

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities.

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively.

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

Corporate Social Responsibility (CSR):

The provisions of section 135 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not
applicable to your company.

However, Companyâs social welfare and community development initiatives focus on the key areas of education, health
care. As a socially responsible Corporate Citizen, the company continues to support a wide spectrum of community
initiative through N.G.O.s / Charitable Institutes as well as programs for health, education and environment. Also, your
company carries Medical Camps for the locals of Matheran & surrounded areas on regular Basis, including vaccination
for school children. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

Risk Management:

The Company''s principal financial liabilities include borrowing, trade and other payables. The Company''s principal
financial assets include loans, trade receivable, cash and cash equivalents and others. The Company is exposed to
credit risk, liquidity risk and market risk. The Companyâs senior management oversees the management of these risks.
The Company''s senior management provides assurance that the Company''s financial risk activities are governed by
appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the
Company''s policies and risk objectives.

Vigilance Function:

Your Company has developed a structured mechanism of vigilance functions and is focused towards creation of value for
all the stakeholders. The practices involve multi-layer checks and balances to improve transparency. Vigilance
Awareness and preventive vigilance activities were continuously carried out during the year. Guidelines of central
vigilance commission (CVC) are being followed.

Internal Financial Control and its Adequacy:

Your Company has put in place adequate internal financial controls with reference to the financial statements. The CFO
periodically carries out inspection of assets, debtors and inventory. Audit Committee of the Company periodically reviews
the internal financial controls.

Reporting of frauds by Auditors:

During the year, there were no instances of frauds reported by the Statutory Auditors under Section 143(12) of the
Companies Act, 2013.

Particulars of Loan, Guarantees and Investments under Section 186:

During the year, Company has not given any loan, guarantee or made investment covered under Sec 186 of Companies
Act, 2013.

Related Party Transactions:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in
the ordinary course of business and on an armâs length basis. During the year, the Company had not entered into any
contract / arrangement / transaction with related parties, which could be considered material. Particulars of contracts /
arrangements / transactions made with related parties, in Form AOC-2 and Related Party Details as per SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015 (âLODRâ) given in Annexure-4.

Subsidiaries, Joint Ventures and Associate Companies:

During the year under review, no company has become or ceased to be the Companyâs subsidiary, joint venture or
associate company.

Details of Significant and Material Orders passed by the Regulators, Courts and Tribunals:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status
and Companyâs operations in future.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
and the Maternity Benefit Act, 1961:

The Company is committed to provide a safe and conducive work environment to its employees. The Board hereby
confirms that the Company is in compliance with the Maternity Benefit Act, 1961. An Internal Complaints Committee has
been established as per the provisions of the Act. During the year under review, no case of sexual harassment was
reported as detailed below:

(a) number of complaints of sexual harassment received in the year - 0.

(b) number of complaints disposed off during the year - 0.

Material Changes and Commitment if any affecting the financial position of the Company occurred between the
ends of the financial year to which this financial statement relate and the date of the report:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the
financial year to which this financial statement relate on the date of this report.

Details of applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31
of 2016) during the year along with their status as at the end of the financial year.

There were no such instances during the reporting period and preceding years.

Details of difference between amount of the valuation done at the time of one-time settlement and the valuation
done while taking loan from the banks or financial institutions along with the reasons thereof.

The Company has not entered into any One-time settlement with Banks or Financial Institutions.

Secretarial Standards:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards and that such systems are adequate and operating effectively.

Performance Evaluation:

The annual evaluation of the performance of the Board, its Committees and of individual directors has been carried out
by the NRC and the Board of Directors on the basis of criteria such as experience, competencies, performance of duties
& obligations, contribution in the meetings and otherwise, independent judgment and impact made by being on the Board
of the Company.

Meetings of the Board and Committees:

Board:

During the financial year 2024-25, 5 (Five) Board Meetings were held. Meetings were held on 29th May 2024, 13th
August, 2024, 28th October, 2024, 04th February, 2025 and 31st March, 2025.

Committees:

Audit Committee:

During the financial year 2024-25, 4 (four) Meetings were held on the following dates: 29th May, 2024, 13th August, 2024,
28th October, 2024 and 04th February, 2025. The recommendation by the Audit Committee as and when made to the

Board has been accepted. All members of the Audit Committee possess strong knowledge of accounting and financial
management. The Chairman, the Managing Director, Chief Financial Officer, and Statutory Auditors are regularly invited
to attend the Audit Committee Meetings. Significant audit observations and corrective actions as may be required and
taken by the management are presented to the Audit Committee. The Board has accepted all recommendations made by
the Audit Committee from time to time.

Name of Director	Designation	Number of Meetings
Name of Director	Designation	Held	Attended
Dr. Rahul R. Baxi	Chairperson - Non-Executive Independent Director	4	3
*Dr. Ramnik Baxi	Chairperson - Non-Executive Independent Director	4	1
Mr. Dilip V Kothari	Member - Joint Managing Directors & Chief Financial Officer	4	4
Shri Mangal Chedda	Member - Non-Executive Independent Director	4	4

*Dr. Ramnik Baxi (DIN: 00011048) ceased to be a member with effect from 13th August, 2024.

Nomination & Remuneration Committee:

During the year under review, three meetings were held on 29th May 2024, 28th October, 2024 and 31st March, 2025.

Name of Director	Designation	Number of Meetings
Name of Director	Designation	Held	Attended
Dr. Rahul R. Baxi	Chairperson - Non-Executive Independent Director	3	2
*Dr. Ramnik Baxi	Chairperson - Non-Executive Independent Director	3	1
Smt Neelam D. Kothari	Member - Director	3	3
Shri Mangal Chedda	Member - Non-Executive Independent Director	3	3

*Dr. Ramnik Baxi (DIN: 00011048) ceased to be a member with effect from 13th August, 2024.

Stakeholders Relationship Committee :

Pursuant to the Companies Act, 2013 and the Listing Regulations, the Company has constituted a Stakeholders
Relationship Committee. The Committee looks into the grievances of security holders of the Company.

During the financial year 2024-25, the Committee met once on 29th May 2024 to, inter alia, review the status of investorsâ
services rendered. The Committee was apprised of all the major developments on matters relating to investors. In
addition, the Committee also looked into matters that can facilitate better investor services and relations. During the
financial year 2024-25, no complaints from investors were received on any matters.

Meeting of Independent Directors:

The Independent Directors of the Company meet without the presence of the Chairman, Managing Director / Chief
Executive Officer, other Non- Independent Director, Chief Financial Officer, Company Secretary and any other
Management Personnel. This Meeting is conducted to enable the Independent Directors to, inter-alia, discuss matters
pertaining to review of performance of Non-Independent Directors and the Board as a whole, review the performance of
the Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors), assess the
quality, quantity and timeliness of flow of information between the Company Management and the Board, that is
necessary for the Board to effectively and reasonably perform its duties. One meeting of Independent Directors was held
on 13th February, 2025. The said meeting was attended by all Independent Directors of the Company.

Annual Return:

The Annual Return in Form MGT-7 for the financial year ended 31st March 2025, is available on the website of the
Company at www.ushaascot.com

Transfer of Dividend to IEPF:

In terms of Section 124 of the Act, dividends that are unclaimed/unpaid for a period of seven years are required to be
transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government. No claim lies
against the Company in respect thereof.

Auditors:

M/s GMJ & Co. (Firm Registration No. 103429W), Chartered Accountants were appointed as statutory auditors of the
company for a period of five years i.e. from the conclusion of the 80th Annual General Meeting till the conclusion of the
85th Annual General Meeting of the Company.

Auditors Report:

The comments made in Auditors Report read with notes on accounts are self-explanatory and therefore, in the opinion of
the Directors, do not call for any further explanation.

Listing:

The Equity Shares of the Company are listed on BSE Limited, Mumbai. It may be noted that there are no payment
outstanding to the said Exchange by way of listing fees etc.

Secretarial Audit Report:

In accordance with Section 204 of the Companies Act, 2013, the Company appointed Ferrao MSR & Associates,
Company Secretaries as Secretarial Auditors for the financial year ended 31st March, 2025. The Secretarial Auditorâs
report forms part of the Annual Report. There was an observation by the Secretarial Auditors regarding the non
appointment of Company Secretary from 20th February, 2025 till 30th March, 2025. It was clarified that the delay was
due to restarting of the process of recruiting a compliance officer because of non-fulfilment of a promise to join by a
candidate. The requirement was duly complied with on 31st March, 2025.

Particulars of Employees:

Information as per Section 197 of the Companies Act, 2013 (the âActâ) read with the Companies Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as amended by notification dated 30/06/2016, list of the top ten
employees in terms of remuneration drawn is annexed as Annexure - 5. None of the employees are employed on a
remuneration of Rs. 8,50,000/- p.m. or Rs. 1,02,00,000/- p.a.

Energy Conservation, Technology Transfer and Foreign Exchange Earnings and Outgo:

Information required to be disclosed pursuant to section 134 (3) (m) of The Companies Act, 2013 read with Rule 8(3) of
The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign
exchange earning & outgo are furnished hereunder:

a) Conservation of Energy: The Company has always given high priority to energy conservation. Constant efforts
have been made to reduce energy consumption on continuous basis. Employee awareness and effective monitoring
of uses of energy are being pursued. The Company is also examining the use of alternative source of energy. It had
already implemented Hot Water System at the hotel site and converting normal lighting to PL/CFL lighting to save
fuel and electricity consumption to the considerable extent.

b) Technology Absorption: The Company being in the hospitality industry, its activities do not as such involve any
technology absorption or expenditure on research and development. Nonetheless, the Companyâs endeavors would
be to achieve what is best possible in its business.

c) Foreign Exchange Earnings & Outgo: Rs. 1.42 lakhs being realization under credit cards (Previous year Rs.1.09)
and Outgo Rs. Nil (Previous year Nil)

Corporate Governance:

Regulation 15(2t) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 in respect of Corporate
Governance is not applicable to your Company since the paid-up capital of the company is less than Rs. 3 crore.

Cost Records as Specified by the Central Government:

Making and Maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of
the Companies Act, 2013 is not required by the Company.

Acknowledgements:

The Directors would like to express their sincere appreciation of the co-operation and assistance received from
Shareholders, Bankers, Central & State Government, Local Authorities and all other authorities during the year under
review. Your Directors would also like to thank its customers, contractors and suppliers for their continuous support and
confidence in its management.

The Directors would like to appreciate the efforts of the Companyâs employees for their dedicated support extended to
the Company.

For and on behalf of the Board

Sd/- Sd/-

Vinaychand Kothari Dilip V Kothari

Chairman & Managing Director Jt. Managing Director & CFO

DIN:00010974 DIN: 00011043

Place: Mumbai
Date: 17th July, 2025

Mar 31, 2024

Your Directors present their 81^st Annual Report together with the Audited Statement of Accounts for the year ended on
31^st March 2024.

Financial Results:

Particulars	Rupees in lakhs
Particulars	2023-24	2022-23
Total Revenue	622.09	605.52
Total Expenses	599.92	557.96
Profit (Loss) before Taxation	22.17	47.56
Less : Provision for Tax
Current Tax	9.43	9.29
Deferred Tax	(131)	(3.56)
MAT Credit Entitlement	-	(4.64)
Profit (Loss) after Tax for the year	14.05	46.47

Operating Results:

The Company has achieved total revenue of Rs. 622.09 lakh, as compared to total revenue of Rs. 605.52 lakh recorded
in the previous year. However the Profit before Tax was lower at Rs. 22.17 lakh as compared to Rs. 47.56 lakh in the
previous year mainly due to higher input cost. Your Directors are hopeful towards increasing the revenue and profit
during this financial year.

Share Capital

The issued, subscribed and paid up equity share capital of the Company is Rs. 16,850,000 divided into 1,68,50,000 of
Rs. 1/- per share (Rupee One each). 10% Cumulative Non-Convertible Preference shares of the Company are Rs.
12,000,000 divided into 12,00,000 shares of Rs. 10/- per share (Rupee Ten each). During the year, the Company has not
issued any equity or preference shares.

Dividend on Equity and Preference Shares:

Considering the necessity to conserve resources of the Company, the Board of Directors do not recommend any
dividend for the year ended 31^st March 2024 on equity shares of the Company. However, the Board of Directors have
declared a dividend at the rate of 10% on 10% Cumulative Non-Convertible Redeemable Preference Shares of
Rs.12lakh for financial year 2023-24.

Transfer to Reserves:

No amount was transferred to the reserves during the financial year ended 31^st March 2024.

Deposits from Public:

The Company has neither invited nor accepted any deposits from Public. The Company does not have any unpaid or
unclaimed deposits as at the end of financial year.

Directors and Key Managerial Personnel (KMP)

Shri Dilip Vinaychand Kothari (DIN: 00011043), Executive Non-Independent Director retires by rotation and being eligible
offers himself for re-appointment.

Dr. Rahul Ramnik Baxi, (DIN : 10694427) has been appointed as an Independent director of the Company at the Board
meeting held on 29^th June, 2024 subject approval of the shareholders. The Board has recommended his appointment at the
forthcoming Annual General Meeting as Non-Executive Independent Director of the Company, not liable to retire by rotation.

The following policies of the company are attached herewith and marked as Annexure 1, Annexure 2 and Annexure 3.
Policy on appointment of Directors and Senior Management (Annexure 1)

Policy on Remuneration to Directorsâ (Annexure 2)

Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 3)

Directors Responsibility Statement:

Pursuant to sub-section (5) of section 134 of the Companies Act, 2013, the Board of Directors of the company hereby
state and confirm that:

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

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively.

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

Corporate Social Responsibility (CSR):

The provisions of section 135 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not
applicable to your company.

Risk Management:

The Companyâs principal financial liabilities include borrowing, trade and other payables. The Companyâs principal
financial assets include loans, trade receivable, cash and cash equivalents and others. The Company is exposed to
credit risk, liquidity risk and market risk. The Companyâs senior management oversees the management of these risks.

The Companyâs senior management provides assurance that the Companyâs financial risk activities are governed by
appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with
the Companyâs policies and risk objectives.

Vigilance Function:

Your Company has developed a structured mechanism of vigilance functions and is focused towards creation of value for
all the stakeholders. The practices involve multi-layer checks and balances to improve transparency. Vigilance awareness
and preventive vigilance activities were continuously carried out during the year. Guidelines of central vigilance
commission (CVC) are being followed.

Internal Financial Control and its Adequacy:

Reporting of frauds by Auditors:

During the year, there were no instances of frauds reported by the Statutory Auditors under Section 143(12) of the
Companies Act, 2013.

Particulars of Loan, Guarantees and Investments under Section 186:

During the year, Company has not given any loan, guarantee or made investment covered under Sec 186 of Companies
Act, 2013.

Related Party Transactions:

Subsidiaries, Joint Ventures and Associate Companies:

During the year under review, no company has become or ceased to be the Companyâs subsidiary, joint venture or
associate company.

Details of Significant and Material Orders passed by the Regulators, Courts and Tribunals:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern
status and Companyâs operations in future.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. During the year under
review, no case of sexual harassment was reported.

Material Changes and Commitment if any affecting the financial position of the Company occurred between the
ends of the financial year to which this financial statement relate and the date of the report:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the
financial year to which this financial statement relate on the date of this report

Secretarial Standards:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards and that such systems are adequate and operating effectively.

Performance Evaluation:

Meetings of the Board and Committees:

Board:

During the financial year 2023-24, 5 (five) Board Meetings were held. Meetings were held on 30^th May 2023, 03^rd July,
2023, 11^th August, 2023, 07^th November, 2023 and 13^th February, 2024.

Committees:

Audit Committee:

During the financial year 2023-24, 4 (four) Meetings were held on the following dates: 30^th May 2023, 11^th August, 2023,
07^th November, 2023 and 13^th February, 2024. The recommendation by the Audit Committee as and when made to the
Board has been accepted. All members of the Audit Committee possess strong knowledge of accounting and financial
management. The Chairman, the Managing Director, Chief Financial Officer, and Statutory Auditors are regularly invited
to attend the Audit Committee Meetings. Significant audit observations and corrective actions as may be required and
taken by the management are presented to the Audit Committee. The Board has accepted all recommendations made
by the Audit Committee from time to time.

Name of Director	Designation	Number c Held	f Meetings Attended
Dr. Ramnik Baxi	Chairperson - Non Executive Independent Director	4	4
Mr. Dilip V. Kothari	Member - Joint Managing Directors & Chief Financial Officer	4	4
Mr. Mangal Chedda	Member - Non Executive Independent Director	4	4

Nomination & Remuneration Committee:

During the year under review, one meeting were held on 03^rd July, 2023

Name of Director	Designation	Number o Held	f Meetings Attended
Dr. Ramnik Baxi	Chairperson - Non Executive Independent Director	1	1
Ms. Neelam D. Kothari	Member - Director	1	1
Mr. Mangal Chedda	Member - Non Executive Independent Director	1	1

Stakeholders Relationship Committee :

During the financial year 2023-24, the Committee met once on 11^th August, 2023 to, inter alia, review the status of
investorsâ services rendered. The Committee was apprised of all the major developments on matters relating to investors.
In addition, the Committee also looked into matters that can facilitate better investor services and relations. During the
financial year 2023-24, no complaints from investors were received on any matters.

Meeting of Independent Directors:

The Independent Directors of the Company meet without the presence of the Chairman, Managing Director / Chief
Executive Officer, other Non- Independent Director, Chief Financial Officer, Company Secretary and any other
Management Personnel. This Meeting is conducted to enable the Independent Directors to, inter-alia, discuss matters
pertaining to review of performance of Non-Independent Directors and the Board as a whole, review the performance of
the Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors), assess the
quality, quantity and timeliness of flow of information between the Company Management and the Board, that is
necessary for the Board to effectively and reasonably perform its duties. One meeting of Independent Directors was held
on 13^th February, 2024. The said meeting was attended by all Independent Directors of the Company.

Annual Return:

The Annual Return in Form MGT-7 for the financial year ended 31^st March 2024, is available on the website of the
Company at www.ushaascot.com

Transfer of Dividend to IEPF:

Auditors:

M/s GMJ & Co. (Firm Registration No. 103429W), Chartered Accountants were appointed as statutory auditors of the
company for a period of five years i.e. from the conclusion of the 80^th Annual General Meeting till the conclusion of the
85^th Annual General Meeting of the Company.

Auditors Report:

The comments made in Auditors Report read with notes on accounts are self-explanatory and therefore, in the opinion
of the Directors, do not call for any further explanation.

With reference to the remark at GMJ & Co of the Statutory Audit report it is hereby clarified that pursuant to the provision
to Rule 3(1) of the Companies (Accounts) Rules, 2014 as amended by the Companies (Account) Amendment Rules
2021, the Company was required to enable the audit trail feature in the accounting software however due to_some
reasons the feature was not enabled. The management upon realization has already taken corrective steps and have
now ensured that the said feature stays activated.

Listing:

The Equity Shares of the Company are listed on BSE Limited, Mumbai. It may be noted that there are no payment
outstanding to the said Exchange by way of listing fees etc.

Secretarial Audit Report:

In accordance with Section 204 of the Companies Act, 2013, the Company had appointed Ferrao MSR & Associates,
Company Secretaries as Secretarial Auditors for the financial year ended 31^st March 2024. The Secretarial Auditorâs
report forms part of the Annual Report.

Particulars of Employees:

Energy Conservation, Technology Transfer and Foreign Exchange Earnings and Outgo:

a) Conservation of Energy: The Company has always given high priority to energy conservation. Constant efforts
have been made to reduce energy consumption on continuous basis. Employee awareness and effective
monitoring of uses of energy are being pursued. The Company is also examining the use of alternative source of
energy. It had already implemented Hot Water System at the hotel site and converting normal lighting to PL/CFL
lighting to save fuel and electricity consumption to the considerable extent.

c) Foreign Exchange Earnings & Outgo: Rs. 1.09 lakh being realization under credit cards (Previous year Rs. 0.07)
and Outgo Rs. Nil (Previous year Nil)

Corporate Governance:

Cost Records as Specified by the Central Government:

Making and Maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of
the Companies Act, 2013 is not required by the Company.

Acknowledgements:

The Directors would like to appreciate the efforts of the Companyâs employees for their dedicated support extended to
the Company.

For and on behalf of the Board

Sd/- Sd/-

Vinaychand Kothari Dilip V Kothari

Chairman & Managing Director Jt. Managing Director & CFO

DIN: 00010974 DIN: 00011043

Place: Mumbai
Date : 29^th May, 2024

Mar 31, 2018

The Directors hereby present the 75^th Annual Report together with the Audited Statement of Accounts for the year ended 31^st March, 2018.

FINANCIAL RESULTS:

Particulars	Rupees in 000âs
	Year Ended	Year Ended
	31.03.2018	31.03.2017
Revenue	48,391	49,330
Profit before Taxation	1,946	2,235
Less : Provision for Tax
Current Tax	875	1000
Deferred Tax	(1,469)	(249)
Excess / (Short) Provision for Tax Earlier Years	7	-
Profit after Tax for the year	2,533	1,484
Add : Brought forward profit	13,962	12,478
Profit available for appropriation	16,495	13,962
Transfer To General Reserve	â	â
Balance carried over to Balance Sheet	16,495	13,962

Operating Results:

The total revenue of the Company for the year ended 31^st March, 2018 was stood at Rs. 483.91 lakh (previous year Rs. 493.30 lakh) and the profit before tax is Rs. 19.46 lakh (previous year Rs. 22.35 lakh). The profit after tax is stood at Rs. 25.33 lakh (previous year Rs. 14.84 lakh).

Dividend on Equity and Preference Shares:

Considering the inadequate profit for the year under review of the Company, the Board of Directors regret to recommend any dividend for the year ended 31^st March, 2018 on equity as well as preference shares.

Transfer to Reserves:

No amount was transferred to the reserves during the financial year ended 31st March, 2018.

Fixed Deposit:

The Company has neither invited nor accepted any deposits from Public.

Directors:

Mr. Dilip V. Kothari retires by rotation and being eligible offers himself for re-appointment.

The following policies of the company are attached herewith and marked as Annexure 1, Annexure 2 and Annexure 3. Policy on appointment of Directors and Senior Management (Annexure 1)

Policy on Remuneration to Directorâs (Annexure 2)

Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 3)

Directors Responsibility Statement:

Pursuant to sub-section (5) of section 134 of the Companies Act, 2013, the Board of Directors of the company hereby state and confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii) they 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 the end of the financial year and of the profits of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

v) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Corporate Social Responsibility (CSR):

The provisions of section 135 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your company.

However, Companyâs social welfare and community development initiatives focus on the key areas of education, health care. As a social responsible Corporate Citizen, the company continues to support a wide spectrum of community initiative through N.G.O.s / Charitable Institutes as well as programs for health, education and environment. Also your company do carry Medical Camps for the locals of Matheran & around on regular Basis, including vaccination for school children. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

Risk Management:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximise the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

Vigilance Function:

Your Company has developed a structured mechanism of vigilance functions and its focused towards creation of value for all the stakeholders. The practices involve multi-layer checks and balances to improve transparency. Vigilance Awareness and preventive vigilance activities were continuously carried out during the year. Guidelines of central vigilance commission (CVC) are being followed.

Particulars of Loan, Guarantees and Investments under Section 186:

During the year Company has not given any loan, guarantee or made investment covered under Sec 186 of CA, 2013. Related Party Transactions:

All Related Party Transactions that were entered into during the financial year were on an armâs length basis and in the ordinary course of business. Please refer point âBâ of Note 37 to the Notes to the accounts.

Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure -4.

Subsidiaries, Joint Ventures and Associate Companies:

During the year under review, no company has become or ceased to be the Companyâs subsidiaries, joint ventures or associate companies.

Details of Significant and Material Orders Passed By the Regulators, Courts and Tribunals:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companyâs operations in future.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review, no case of sexual harassment was reported.

Material Changes And Commitment If Any Affecting The Financial Position Of The Company Occurred Between The Ends Of The Financial Year To Which This Financial Statement Relate And The Date Of The Report:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report

Meetings:

During the year 4 Board Meetings were held. Meetings were held on 30.05.2017, 13.09.2017, 14.11.2017, 13.02.2018.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as âAnnexure 5â

Auditors:

M/s Sancheti & Co. (Firm Registration No. 000016C ), Chartered Accountants have been appointed as statutory auditors of the company for a period of five years i.e. from the conclusion of 75^th Annual General Meeting to 80^th Annual General Meeting subject to ratification by members at every consequent Annual General Meeting in place of the retiring auditors M/s Amar Bafna & Associates, Chartered Accountant (Firm Registration No.114854W). Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting.

Auditors Report:

The comments made in Auditors Report read with notes on accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

Listing:

The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd., Mumbai. It may be noted that there are no payment outstanding to the said Exchange by way of listing fees etc.

Secretarial Audit Report:

In accordance with Section 204 of the Companies Act, 2013, the Company had appointed MSR& Associates, Company Secretaries as Secretarial Auditors for the financial year ended 31st March, 2018. The Secretarial Auditorâs report forms part of the Annual Report.

Particulars of Employees:

Information as per Section 197 of the Companies Act, 2013 (the âActâ) read with the Companies Appointment and Remuneration of Managerial Personnel Rules, 2014 as amended by notification dated. 30/06/2016 list of the top ten employees in terms of remuneration drawn is annexed as Annexure - 2. None of the employees is employed on a remuneration of RS. 8,50,000/- p.m. or Rs. 1,02,00,000/- p.a.

Energy Conservation, Technology Transfer and Foreign Exchange Earnings and Outgo:

Information required to be disclosed pursuant to section 134 (3) (m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earning & outgo are furnished hereunder:

a) Conservation of Energy: The Company has always given high priority to energy conservation. Constant efforts have been made to reduce energy consumption on continuos basis. Employee awareness and effective monitoring of uses of energy are being pursued. The Company is also examining the use of alternative source of energy. It had already implemented Hot Water System at the hotel site and converting normal lighting to PL/CFL lighting to save fuel and electricity consumption to the considerable extent.

b) Technology Absorption: The Company being in the hospitality industry, its activities do not as such involve any technology absorption or expenditure on research and development. Nonetheless, the Companyâs endeavors would be to achieve what is best possible in its business.

c) Foreign Exchange Earnings & Outgo: Rs.0.87 lakh being realization under credit cards (Previous year Rs. 1.39 lakh). Outgo Rs. Nil (Previous year Nil)

Corporate Governance:

Regulation 15 (2 t) of SEBI(Listing Obligations and Disclosure Requirement) Regulations, 2015 in respect of Corporate Governance is not applicable to your Company since the paid up capital of the company is less than Rs. 3 crore.

Acknowledgements:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, Central & State Government, Local Authorities and all other authorities during the year under review. Your Directors also like to thanks to its customers, contractors and suppliers for their continuous support and confidence in its management.

Your Directors would like to appreciate the efforts of the Companyâs employees for their continued support extended to the company.

By Order of the Board

Vinaychand Kothari Dilip V. Kothari

Place Mumbai Chairman & Managing Director Jt. Managing Director

Date : 20^th July, 2018 DIN: 00010974 DIN: 00011043

Mar 31, 2016

To the Members,

The Directors hereby present the 73^rd Annual Report together with the Audited Statement of Accounts for the year ended 31^st March, 2016.

FINANCIAL RESULTS :

Particulars	Rupees in 000âs
	Year Ended	Year Ended
	31.03.2016	31.03.2015
Revenue	51,550	48,804
Profit before Taxation	3,752	5,052
Less : Provision for Tax
Current Tax	1,325	1,720
Deferred Tax	(151)	(450)
Excess / (Short) Provision for Tax Earlier Years	14	(22)
Profit after Tax for the year	2,564	3,804
Add : Brought forward profit	9,914	9,860
Profit available for appropriation	12,478	13,664
Transfer To General Reserve	â	â
Dividend : On Preference Shares	â	1,440
On Equity Shares	â	1,685
Dividend Tax on dividend	â	625
Balance carried over to Balance Sheet	12,478	9,914

Operating Results:

The total revenue of the Company for the year ended 31^st March, 2016 was stood at Rs. 515.50 lacs (previous year Rs. 488.04 lacs) and the profit before tax is Rs. 37.52 lacs (previous year Rs. 50.52 lacs). The profit after tax is stood at Rs. 25.64 lacs (previous year Rs. 38.04 lacs).

Dividend on Equity and Preference Shares:

Considering the inadequate profit for the year under review of the Company, the Board of Directors regret to recommend any dividend for the year ended 31 March, 2016 on equity as well as preference shares.

Transfer to Reserves:

No amount was transferred to the reserves during the financial year ended 31st March, 2016.

Fixed Deposit:

The Company has neither invited nor accepted any deposits from Public.

Directors:

Mr. Manohar R. Tambat retires by rotation and being eligible offers himself for re-appointment.

The board, therefore, recommends their re-appointment as director of the Company

Directors Responsibility Statement:

Pursuant to sub-section (5) of section 134 of the Companies Act, 2013, the Board of Directors of the company hereby state and confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

v) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Corporate Social Responsibility (CSR):

The provisions of section 135 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your company.

However, your Companyâs social welfare and community development initiatives focus on the key areas of education, health care. As a social responsible Corporate Citizen, the company continues to support a wide spectrum of community initiative through N.G.O.s / Charitable Institutes as well as programs for health, education and environment. Also your company do carry Medical Camps for the locals of Matheran & around on Regular Basis, including vaccination for school children. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

Risk Management:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

Vigilance Function :

Particulars of Loan, Guarantees and Investments under Section 186:

During the year Company has not given any loan, guarantee or made investment covered under Sec 186 of CA, 2013. Related Party Transactions:

All Related Party Transactions that were entered into during the financial year were on an armâs length basis and in the ordinary course of business. Please refer point âjâ of Note 20 to the Notes to the accounts.

Subsidiaries, Joint Ventures and Associate Companies:

During the year under review, no company has become or ceased to be the Companyâs subsidiaries, joint ventures or associate companies.

Details Of Significant And Material Orders Passed By The Regulators, Courts And Tribunals:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companyâs operations in future.

Disclosures Under Sexual Harassment Of Women At Workplace (Prevention, Prohibition & Redressal) Act, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review, no case of sexual harassment was reported.

Material Changes And Commitment If Any Affecting The Financial Position Of The Company Occurred Between The End Of The Financial Year To Which This Financial Statements Relate And The Date Of The Report:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

Meetings:

During the year 6 Board Meetings were held. Meetings were held on 30.05.2015, 14.08.2015, 14.11.2015, 25.01.2016, 01.02.2016 and 26.03.2016.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as âAnnexure 1â Auditors:

M/s Amar Bafna & Associates (Firm Registration No. 114854W), Chartered Accountants have been appointed as statutory auditors of the company at the Annual General Meeting held on 22.08.2014 for a period of Four years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting.

Auditors Report:

The comments made in Auditors Report read with notes on accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

Listing:

The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd., Mumbai. It may be noted that there are no payment outstanding to the said Exchange by way of listing fees etc.

Secretarial Audit Report:

In accordance with Section 204 of the Companies Act, 2013, the Company had appointed M/s. N. Bafna & Co., Company Secretaries as Secretarial Auditors for the financial year ended 31st March, 2016. The Secretarial Auditorâs report forms part of the Annual Report.

Particulars of Employees:

Information as per Section 197 of the Companies Act, 2013 (the âActâ) read with the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended by notification dtd. 30/06/2016 list of the top ten employees in terms of remuneration drawn is annexed as Annexure - 2. None of the employees is employed on a remuneration of Rs. 8,50,000/- p.m. or Rs.1,02,00,000/- p.a.

Energy Conservation, Technology Transfer and Foreign Exchange Earnings and Outgo:

Information required to be disclosed pursuant to section 134 (3) (m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earning & outgo are furnished hereunder:

a) Conservation of Energy: The Company has always given high priority to energy conservation. Constant efforts have been made to reduce energy consumption on continues basis. Employee awareness and effective monitoring of uses of energy are being pursued. The Company is also examining the use of alternative source of energy. It had already implemented Hot Water System at the hotel site and converting normal lighting to PL/CFL lighting to save fuel and electricity consumption to the considerable extent.

b) Technology Absorption: The company being in the hospitality industry, its activities do not as such involve any technology absorption or expenditure on research and development. Nonetheless, the Companyâs endeavors would be to achieve what is best possible in its business.

c) Foreign Exchange Earnings & Outgo: Rs. 2.76 Lacs being realization under credit cards (Previous year Rs. 3.18 Lacs). Outgo Rs. Nil (Previous year Rs. 0.64 Lacs).

Corporate Governance:

Provision of Clause 49 of Listing Agreement and Regulation 15(2) of SEBI (LODR) Regulation in respect of Corporate Governance is not applicable to your Company since the paid up capital of the company is less than Rs. 3 crore.

Acknowledgements:

Your Directors would like to appreciate the efforts of the Companyâs employees for their continued support extended to the company.

For and on behalf of the board,

Vinaychand Kothari

Mumbai, 12^th August, 2016 Chairman

Mar 31, 2015

To the Members,

The Directors hereby present the 72nd Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS :

Particulars Rupees in 000's Year Ended Year Ended 31.03.2015 31.03.2014

Revenue 48,804 47,941

Profit before Taxation 5,052 6,182

Less : Provision for Tax

Current Tax 1,720 1,950

Deferred Tax (450) 139

Excess/(Short) Provision for Tax Earlier Years (22) 183

Profit after Tax for the year 3,804 3,910

Add : Brought forward profit 9,860 9,582

Profit available for appropriation 13,664 13,492

Transfer To General Reserve - -

Dividend : On Preference Shares 1,440 1,440

On Equity Shares 1,685 1,685

Dividend Tax on dividend 625 507

Balance carried over to Balance Sheet 9,914 9,860

Operating Results:

The total revenue of the Company for the year ended 31st March, 2015 was stood at Rs. 488.04 lacs (previous year Rs. 479.41 lacs) and the profit before tax is Rs. 50.52 lacs (previous year Rs. 61.82 lacs). The profit after tax is stood at Rs. 38.04 lacs (previous year Rs. 39.10 lacs).

Dividend on Equity and Preference Shares:

Your Directors recommend dividend of Rs. 0.10/- (10%) per equity share of Re. 1/- each & Rs. 1.20/- (12%) on Preference Shares of Rs. 10/- each for the year ended 31st March, 2015. If approved, the dividend will be paid to the share holders / beneficial holders whose names appear in the Register of Members as on 21st September, 2015. The total amount of dividend outgo will be Rs. 37.50 Lacs including dividend tax (previous year dividend outgo Rs. 36.32 lacs including dividend tax).

Fixed Deposit:

The Company has neither invited nor accepted any deposits from Public within the meaning of Section 58A & 58AA of the Companies Act, 1956.

Directors:

Mrs. Neelam D. Kothari (DIN-02312332) was co-opted on the Board w.e.f. 20th March, 2015 as woman Director to comply the requirement of provision of Section 149 (1) of Companies Act 2013 who hold the office till the date of Annual General Meeting. The Company has received a notice from the member together with the Deposit of Rs. 1,00,000/-

signifying his intention to propose Mrs. Kothari for the office of woman director.

Mr. Mangal S. Chheda and Mr. Mehernoz C. Dangore who are already on the Board of the Company as Independent Directors are being appointed in the same position for a period 5 (five) years at the forthcoming Annual General Meeting of the Company pursuant to sub-sections (4) and (10) of Section 149 and other applicable provisions, if any, of the Companies Act, 2013. In accordance with sub-section (13) of Section 149, these Independent Directors will not retire by rotation. The Company has received Notices from shareholder(s) proposing the appointment of Mr. Mangal S. Chheda, and Mr. Mehernoz C. Dangore as Independent Directors on the Board for a period of 5 years at the forthcoming Annual General Meeting of the Company. The particulars of Directors are given in the Annexure to the Notice.

The board, therefore, recommends their appointment / re-appointment as director / independent directors of the Company.

Directors Responsibility Statement:

Pursuant to sub-section (5) of section 134 of the Companies Act, 2013, the Board of Directors of the company hereby state and confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii) they 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 the end of the financial year and of the profits of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

v) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Corporate Social Responsibility (CSR):

Your Company's social welfare and community development initiatives focus on the key areas of education, health care. As a social responsible Corporate Citizen, the company continues to support a wide spectrum of community initiative through N.G.O.s / Charitable Institutes as well as programs for health, education and environment. Also your company do carry Medical Camps for the locals of Matheran & around on Regular Basis, including vaccination for school children. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

Vigilance Function :

Your Company has developed a structured mechanism of vigilance functions and its focused towards creation of value for all the stakeholders. The practices involve multi-layer checks and balances to improve transparency. Vigilance Awareness and preventive vigilance activities were continuously carried out during the year. Guidelines of central vigilance commission (CVC) are being followed.

Particulars of Loan, Guarantees and Investments under Section 186:

During the year Company has not given any loan, guarantee or made investment covered under Sec 186 of CA, 2013. Related Party Transactions:

All Related Party Transactions that were entered into during the financial year were on an arm's length basis and in the ordinary course of business. Please refer point 'j' of Note 20 to the Notes to the accounts.

Subsidiaries, Joint Ventures and Associate Companies:

During the year under review, no company has become or ceased to be the Company's subsidiaries, joint ventures or associate companies.

Details Of Significant And Material Orders Passed By The Regulators, Courts And Tribunals:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

Disclosures Under Sexual Harassment Of Women At Workplace (Prevention, Prohibition & Redressal) Act, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review, no case of sexual harassment was reported.

Material Changes And Commitment If Any Affecting The Financial Position Of The Company Occurred Between The End Of The Financial Year To Which This Financial Statements Relate And The Date Of The Report:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

Meetings:

During the year 7 Board Meetings were held. Meetings were held on 30.05.2014, 14.07.2014, 14.08.2014, 21.08.2014, 14.11.2014, 13.02.2015 and 20.03.2015.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure 1" Auditors:

M/s Amar Bafna & Associates (Firm Registration No. 114854W ) ,Chartered Accountants have been appointed as statutory auditors of the company at the last Annual General Meeting held on 22.08.2014 for a period of Five years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting.

Auditors Report:

The comments made in Auditors Report read with notes on accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

Listing:

The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd., Mumbai. It may be noted that there are no payment outstanding to the said Exchange by way of listing fees etc.

Secretarial Audit Report:

In accordance with Section 204 of the Companies Act, 2013, the Company had appointed M/s. N. Bafna & Co., Company Secretaries as Secretarial Auditors for the financial year ended 31st March, 2015. The Secretarial Auditor's report forms part of the Annual Report.

Particulars of Employees:

Information as per Section 197 of the Companies Act, 2013 (the 'Act') read with the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to your company since none of the employees is employed on a remuneration of Rs. 5,00,000/- p.m. or Rs. 60,00,000/- p.a.

Energy Conservation, Technology Transfer and Foreign Exchange Earnings and Outgo:

Information required to be disclosed pursuant to section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earning & outgo are furnished hereunder:

a) Conservation of Energy: The Company has always given high priority to energy conservation. Constant efforts have been made to reduce energy consumption on continuos basis. Employee awareness and effective monitoring of uses of energy are being pursued. The Company is also examining the use of alternative source of energy. It had already implemented Hot Water System at the hotel site and converting normal lighting to PL/CFL lighting to save fuel and electricity consumption to the considerable extent.

b) Technology Absorption: The company being in the hospitality industry, its activities do not as such involve any technology absorption or expenditure on research and development. Nonetheless, the Company's endeavors would be to achieve what is best possible in its business.

c) Foreign Exchange Earnings & Outgo: Rs. 3.18 Lacs being realization under credit cards (Previous year Rs. 1.94 Lacs). Outgo Rs. Nil (Previous year Rs. Nil).

Corporate Governance:

Provision of Clause 49 of Listing Agreement in respect of Corporate Governance is not applicable to your Company since the paid up capital of the company is less than Rs. 3 crore.

Acknowledgements:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, Central & State Government, Local Authorities and all other authorities during the year under review. Your Directors also like to thanks to its customers, contractors and suppliers for their continuous support and confidence in its management.

Your Directors would like to appreciate the efforts of the Company's employees for their continued support extended to the company.

For and on behalf of the board, Vinaychand Kothari Mumbai, 14th August, 2015 Chairman

Mar 31, 2014

Dear Members,

The Directors hereby present the 71st Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS :

Particulars Rupees in 000''s

Year Ended Year Ended 31.03.2014 31.03.2013

Revenue 47,941 46,144

Profit before Taxation 6,182 7,306

Less : Provision for Tax

Current Tax 1,950 2,175

Deferred Tax 139 (94)

Excess/(Short) Provision for Tax Earlier Years 183 (112)

Profit after Tax for the year 3,910 5,337

Add : Brought forward profit 9,582 9,357

Profit available for appropriation 13,492 14,694

Transfer To General Reserve - 500

Dividend : On Preference Shares 1,440 1,440

On Equity Shares 1,685 2,528

Dividend Tax on dividend 507 644

Balance carried over to Balance Sheet 9,860 9,582

Operating Results:

The total revenue of the Company for the year ended 31st March, 2014 was stood at Rs. 479.41 lacs (previous year Rs. 461.44 lacs) and the profit before tax is Rs. 61.82 lacs (previous year Rs. 73.06 lacs). The profit after tax is stood at Rs. 39.10 lacs (previous year Rs. 53.37 lacs).

Dividend on Equity and Preference Shares:

Your Directors recommend dividend of Rs. 0.10/- (10%) per equity share of Re. 1/- each & Rs. 1.20/- (12%) on Preference Shares of Rs. 10/- each for the year ended 31st March, 2014. If approved, the dividend will be paid to the share holders/ beneficial holders whose names appear in the Register of Members as on 21st August, 2014. The total amount of dividend outgo will be Rs. 36.32 Lacs including dividend tax (previous year dividend outgo Rs. 46.11 lacs including dividend tax).

Fixed Deposit:

The Company has neither invited nor accepted any deposits from Public within the meaning of Section 58A & 58AA of the Companies Act, 1956.

Directors:

Mr. Manohar R. Tambat retires by rotation and being eligible offers himself for re-appointment.

During the year, the Ministry of Corporate Affairs (MCA) has notified majority of the provisions inter alia provisions relating to selection, manner of appointment, roles, functions, duties, re-appointment of independent directors (IDs) and the relevant rules under the Companies Act, 2013 (the Act 2013) and made them effective 1st April 2014.

The existing composition of the Company''s board is fully in conformity with the applicable provisions of the Act 2013 and Clause 49 of the Listing Agreement having the following directors as non-executive IDs, namely Dr. Mr Ramnik Baxi, Mr. Mangal Chheda and Mr. Mahernoz Dangoer,.

In terms of the provisions of Section 149(10) read with Section 149(5) of the Act 2013, IDs are eligible to hold office for a term upto five consecutive years on the board and eligible for re-appointment for the second term on passing special resolutions by the Company. During the period, they will not be liable to ''retire by rotation'' as per the provisions of Sections 150(2), 152(2) read with Schedule IV to the Act 2013.

It is, therefore, proposed to appoint them as IDs for a consecutive period of five years at the AGM. Necessary declarations have been obtained from them, as envisaged under the Act 2013.

The board also ensured that their appointments as IDs are in compliance with the requirements under the relevant statutes and that there were appropriate balance of skills, experience and knowledge in the board, so as to enable the board to discharge its functions and duties effectively.

In terms of the provisions of sub-section (6) read with explanation to Section 152 of the Act 2013, two-third of the total number of directors i.e., excluding IDs, are liable to retire by rotation and out of which, one-third is liable to retire by rotation at every annual general meeting.

The brief resume of these directors proposed to be appointed and re-appointed and other relevant information have been furnished in the Notice convening the AGM. Appropriate resolutions for their appointment / re-appointment are being placed for approval of the members at the AGM.

The board, therefore, recommends their appointment / re-appointment as directors of the Company

Directors Responsibility Statement:

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that :

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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

iii. The Directors had 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.

iv. The Directors had prepared the annual accounts on a going concern basis.

Social Responsibility Statement:

As a social responsible Corporate Citizen, the company continues to support a wide spectrum of community initiative through N.G.O.s / Charitable Institutes as well as programs for health, education and environment. Also your company do carry Medical Camps for the locals of Matheran & around on Regular Basis, including vaccination for school children.

Auditors:

The Company, in terms of section 139 (1) and (2) of the Act 2013 is required to appoint statutory auditors for a term of 5 consecutive years i. e. till the conclusion of sixth annual general meeting and ratify their appointment, during the period, in every annual general meeting by an ordinary resolution.

The period for which any firm has held office as auditor prior to the commencement of the Act, 2013 will be taken ito account for calculating the period of five consecutive years, as per the fourth proviso to section 139(2) of the Act 2013 read with Rule 6 (3) of the Companies (Audit and Auditors) Rules, 2014, M/s. Amar Bafna & Associates, Chartered Accountant, Mumbai who were earlier appointed as statutory auditors of the Company at the annual general meeting held on 22.08.2013, are eligible to be appointed for the remaining period of 4 years out of the first term of 5 consecutive years in terms of the Act, 2013.

Company has obtained necessary certificate under Section 141 of the Act, 2013 from the auditor conveying their eligibility for the above appointment.

Auditors Report:

The comments made in Auditors Report read with notes on accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

Listing:

The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd., Mumbai. It may be noted that there are no payment outstanding to the said Exchange by way of listing fees etc.

Secretarial Compliance Report:

A Secretarial Compliance Report Pursuant to the proviso to sub section (1) of Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 as amended are annexed hereto forming part of the Directors'' Report.

Particulars of Employees:

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended are not applicable to your company since none of the employee employed on a remuneration of Rs. 5,00,000/- p.m. or Rs. 60,00,000/- p. a.

Energy Conservation, Technology Transfer and Foreign Exchange Earnings and Outgo:

The information as required under Section 217 (1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is furnished hereunder:

a) Conservation of Energy: The Company has always given high priority to energy conservation. Constant efforts have been made to reduce energy consumption on continuos basis. Employee awareness and effective monitoring of uses of energy are being pursued. The Company is also examining the use of alternative source of energy. It had already implemented Hot Water System at the hotel site and converting normal lighting to PL/CFL lighting to save fuel and electricity consumption to the considerable extent.

b) Technology Absorption: The company being in the hospitality industry, its activities do not as such involve any technology absorption or expenditure on research and development. Nonetheless, the Company''s endeavors would be to achieve what is best possible in its business.

c) Foreign Exchange Earnings & Outgo: Rs. 1.94 Lacs being realization under credit cards (Previous year Rs. 3.13 Lacs). Outgo Rs. Nil (Previous year Rs. Nil).

Corporate Governance:

Provision of Clause 49 of Listing Agreement in respect of Corporate Governance is not applicable to your Company since the paid up capital of the company is less than Rs. 3 crore.

Acknowledgements:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, Central & State Government, Local Authorities and all other authorities during the year under review. Your Directors also like to thanks to its customers, contractors and suppliers for their continuous support and confidence in its management.

Your Directors would like to appreciate the efforts of the Company''s employees for their continued support extended to the company.

For and on behalf of the board,

Vinaychand Kothari Mumbai, 14th July, 2014 Chairman

Mar 31, 2013

To the Members,

The Directors hereby present the Seventieth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS :

Particulars Rupees in 000''s

Year Ended Year Ended 31.03.2013 31.03.2012

Revenue 46,144 44,150

Profit before Taxation 7,306 7,309

Less : Provision for Tax

Current Tax 2,175 2,425

Deferred Tax (94) (98)

Excess/(Short) Provision for Tax Earlier Years (112) (56)

Profit after Tax for the year 5,337 5,038

Add : Brought forward profit 9,357 9,430

Profit available for appropriation 14,694 14,468

Transfer To General Reserve 500 500

Dividend : On Preference Shares 1,440 1,440

On Equity Shares 2,528 2,528

Dividend Tax on dividend 644 643

Balance carried over to Balance Sheet 9,582 9,357

Operating Results:

The total revenue of the Company for the year ended 31st March, 2013 was stood at Rs. 461.44 lacs (previous year Rs. 441.50 lacs) and the profit before tax is Rs. 73.06 lacs (previous year Rs. 73.09 lacs). The profit after tax is stood at Rs. 53.37 lacs (previous year Rs. 50.38 lacs).

Dividend on Equity and Preference Shares:

Your Directors had paid an interim dividend of Rs. 0.30/- (15%) per equity share of Rs. 2/- each & Rs. 1.20/- (12%) on Preference Shares of Rs. 10/- each for the year ended 31st March, 2013 and considering the working of the company during the year, your Directors do not recommend any final dividend. The same is to be treated as final dividend and to be taken on record at the ensuing Annual General Meeting. The total amount of dividend outgo was Rs. 46.11 Lacs including dividend tax (previous year dividend outgo Rs. 46.11 lacs including dividend tax).

Fixed Deposit:

The Company has neither invited nor accepted any deposits from Public within the meaning of Section 58A & 58AA of the Companies Act, 1956.

Directors:

Mr. Dilip V. Kothari & Mr. Mehernoz C. Dangore retires by rotation and being eligible offer themselves for re-appointment.

Directors Responsibility Statement:

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that :

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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

iii. The Directors had 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.

iv. The Directors had prepared the annual accounts on a going concern basis.

Social Responsibility Statement:

As a social responsible Corporate Citizen, the company continues to support a wide spectrum of community initiative through N.G.O.s / Charitable Institutes as well as programs for health, education and environment. Also your company do carry Medical Camps for the locals of Matheran & around on Regular Basis, including vaccination for school children.

Auditors:

M/s. D. C. Surana & Associates, Chartered Accountants, have shown their unwillingness for re-appointment.

Your Directors recommend the appointment of M/s. Amar Bafna & Associates, Chartered Accountants as the auditors of the company from the conclusion of ensuing Annual General Meeting up to the conclusion of the next Annual General Meeting.

Auditors Report:

The comments made in Auditors Report read with notes on accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

Listing:

The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd., Mumbai. It may be noted that there are no payment outstanding to the said Exchange by way of listing fees etc.

Secretarial Compliance Report:

A Secretarial Compliance Report Pursuant to the proviso to sub section (1) of Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 as amended are annexed hereto forming part of the Directors'' Report.

Particulars of Employees:

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended are not applicable to your company since none of the employee employed on a remuneration of Rs. 5,00,000/- p.m. or Rs. 60,00,000/- p. a.

Energy Conservation, Technology Transfer and Foreign Exchange Earnings and Outgo:

The information as required under Section 217 (1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is furnished hereunder:

a) Conservation of Energy: The Company has always given high priority to energy conservation. Constant efforts have been made to reduce energy consumption on continuos basis. Employee awareness and effective monitoring of uses of energy are being pursued. The Company is also examining the use of alternative source of energy. It had already implemented Hot Water System at the hotel site and converting normal lighting to PL/CFL lighting to save fuel and electricity consumption to the considerable extent.

b) Technology Absorption: The company being in the hospitality industry, its activities do not as such involve any technology absorption or expenditure on research and development. Nonetheless, the Company''s endeavors would be to achieve what is best possible in its business.

c) Foreign Exchange Earnings & Outgo: Rs. 1.63 Lacs being realization under credit cards (Previous year Rs. 3.13 Lacs). Outgo Rs. Nil (Previous year Rs. Nil).

Corporate Governance:

Provision of Clause 49 of Listing Agreement in respect of Corporate Governance is not applicable to your Company since the paid up capital of the company is less than Rs. 3 crore.

Acknowledgements:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, Central & State Government, Local Authorities and all other authorities during the year under review. Your Directors also like to thanks to its customers, contractors and suppliers for their continuous support and confidence in its management.

Your Directors would like to appreciate the efforts of the Company''s employees for their continued support extended to the company.

For and on behalf of the board,

Vinaychand Kothari

Mumbai, 18th July, 2013. Chairman

Mar 31, 2012

The Directors hereby present the Sixty Ninth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS :

Particulars Rupees in 000's

Year Ended Year Ended

31.03.2012 31.03.2011

Revenue 44,167 43,661

Profit before Taxation 7,309 9,252 Less : Provision for Tax

Current Tax 2,425 2,550

Deferred Tax (98) 217

Excess/(Short) Provision for Tax Earlier Years (56) 380

Profit after Tax for the year 5,038 6,105

Add : Brought forward profit 9,430 8,467

Profit available for appropriation 14,468 14,572

Transfer To General Reserve 500 500

Dividend : On Preference Shares 1,440 1,440

On Equity Shares 2,528 2,528

Dividend Tax on dividend 643 674

Balance carried over to Balance Sheet 9,357 9,430

Operating Results:

The total revenue of the Company for the year ended 31st March, 2012 was stood at Rs. 441.67 lacs (previous year Rs. 436.61 lacs) and the profit before tax is Rs. 73.09 lacs (previous year Rs. 92.52 lacs). The profit after tax is stood at Rs. 50.38 lacs (previous year Rs. 61.05 lacs).

Dividend on Equity and Preference Shares:

Your Directors had paid an interim dividend of Rs. 0.30/- (15%) per equity share of Rs. 2/- each & Rs. 1.20/- (12%) on Preference Shares of Rs. 10/- each for the year ended 31st March, 2012 and considering the working of the company during the year, your Directors do not recommend any final dividend. The same is to be treated as final dividend and to be taken on record at the ensuing Annual General Meeting. The total amount of dividend outgo was Rs. 46.11 Lacs including dividend tax (previous year dividend outgo Rs. 46.42 lacs including dividend tax).

Fixed Deposit:

The Company has neither invited nor accepted any deposits from Public within the meaning of Section 58A & 58AA of the Companies Act, 1956.

Directors:

Mr. Vinaychand Kothari & Mr. Mangal S. Chheda retires by rotation and being eligible offer themselves for re-appointment.

Directors Responsibility Statement:

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that :

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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

iii. The Directors had 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.

iv. The Directors had prepared the annual accounts on a going concern basis.

Social Responsibility Statement:

As a social responsible Corporate Citizen, the company continues to support a wide spectrum of community initiative through N.G.O.s / Charitable Institutes as well as programs for health, education and environment. Also your company do carry Medical Camps for the locals of Matheran & around on Regular Basis, including vaccination for school children.

Auditors:

The retiring Auditors M/s. D. C. Surana & Associates, Chartered Accountants, being eligible offer themselves for reappointment.

Auditors Report:

The comments made in Auditors Report read with notes on accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

Listing:

The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd., Mumbai. It may be noted that there are no payment outstanding to the said Exchange by way of listing fees etc.

Secretarial Compliance Report:

A Secretarial Compliance Report Pursuant to the proviso to sub section (1) of Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 as amended are annexed hereto forming part of the Directors' Report.

Particulars of Employees:

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended are not applicable to your company since none of the employee employed on a remuneration of Rs. 5,00,000/- p.m. or Rs. 60,00,000/- p. a.

Energy Conservation, Technology Transfer and Foreign Exchange Earnings and Outgo:

The information as required under Section 217 (1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is furnished hereunder:

a) Conservation of Energy: The Company has always given high priority to energy conservation. Constant efforts have been made to reduce energy consumption on continuous basis. Employee awareness and effective monitoring of uses of energy are being pursued. The Company is also examining the use of alternative source of energy. It had

already implemented Hot Water System at the hotel site and converting normal lighting to PL/CFL lighting to save fuel and electricity consumption to the considerable extent.

b) Technology Absorption: The company being in the hospitality industry, its activities do not as such involve any technology absorption or expenditure on research and development. Nonetheless, the Company's endeavors would be to achieve what is best possible in its business.

c) Foreign Exchange Earnings & Outgo: Rs. 3.13 Lacs being realization under credit cards (Previous year Rs. 3.26 Lacs). Outgo Rs. Nil (Previous year Rs. Nil).

Corporate Governance:

Provision of Clause 49 of Listing Agreement in respect of Corporate Governance is not applicable to your Company since the paid up capital of the company is less than Rs. 3 crore.

Acknowledgements:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, Central & State Government, Local Authorities and all other authorities during the year under review. Your Directors also like to thanks to its customers, contractors and suppliers for their continuous support and confidence in its management.

Your Directors would like to appreciate the efforts of the Company's employees for their continued support extended to the company.

For and on behalf of the board,

Vinaychand Kothari

Mumbai, 13th August, 2012 Chairman

Mar 31, 2010

The Directors hereby present the Sixty Seventh Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS :

Particulars Rupees in 000s

Year Ended Year Ended

31.03.2010 31.03.2009

Revenu 41,211 42,836

Profit before Taxation 8,324 8,135

Less : Provision for Tax

Current Tax 2,630 2,690

Fringe Benefit Tax -- 42

Deferred Tax (56) (588)

Excess/(Short) Provision for Tax-Earlier Years 141 (713)

Profit after Tax for the year 5,609 6,704

Add : Brought forward profit 8,000 6,398

Profit available for appropriation 83,609 13,102

Transfer To General Reserve 500 460

Dividend : On Preference Shares 1,440 1,440

On Equity Shares 2,528 2,528

Dividend Tax on dividend 674 674

Balance carried over to Balance Sheet 8,467 8,000

Operating Results:

The overall performance of the company has declined during the year under review in line with the economic slowdown. However, the decline was marginal and the total income was decreased by 3.8% over previous year. The total revenue of the Company for the year ended 31st March, 2010 was stood at Rs. 412.11 lacs (previous year Rs. 428.36 lacs) and the profit before tax is Rs. 83.24 iacs (previous year Rs. 81.35 lacs). The profit after tax is stood at Rs. 56.09 lacs (previous year Rs. 67.04 lacs) due to the net increase in the iax liability for the current year.

Dividend on Equity and Preference Shares:

Your Directors had paid an interim dividend of Rs. 1.50/- (15%) per equity share of Rs. 10/- each & Rs. 1.20/- (12%) on Preference Shares of Rs. 10/- each for the year ended 31st March, 2010 and considering the working of the company during the year, your Directors do not recommend any final dividend. The same is to be treated as final dividend and to be taken on record at the ensuing Annual General Meeting. The total amount of dividend outgo was Rs. 46.42 Lacs including dividend tax (previous year dividend outgo Rs. 46.42 lacs including dividend tax).

Fixed Deposit:

The Company has neither invited nor accepted any deposits from Public within the meaning of Section 58A & 58AA of the Companies Act, 1956.

Directors:

Mr. Vinaychand Kothari & Mr. Dilip V. Kothari retires by rotation and being eligible offer themselves for re-appointment.

Mr. Mehernoz Dangore was co-opted on the-Board w.e.f. 01/05/2010 who hold the office till the date of ensuing Annual General Meeting. Mr. Dangore is having over 32 years of experience in personal banking, administration, investment &

Marketing. Mr. Dangore is having good PR with corporate world with regard to hospitality Industry. Also he is very well aware about the situation of Matheran since last 20 years. He is actively involved in restoration, supervision & maintanance of pay master park at Matheran at his own cost.

The Company has received the notice from member, together with deposit of Rs. 500/-, signifying his intention to propose Mr. Dangore for the office of the Director.

Directors Responsibility Statement:

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that :

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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

iii. The Directors had 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.

iv. The Directors had prepared the annual accounts on a going concern basis.

Social Responsibility Statement :

As a social responsible Corporate Citizen, the company continues to support a wide spectrum of community initiative through N.G.O.s / Charitable Institutes as well as programs for health, education and environment. Also your company do carry Medical Camps for the locals of Matheran & around on Regular basis, including vaccination for school children.

Auditors:

The retiring Auditors M/s. D. C. Surana & Associates, Chartered Accountants, being eligible offer themselves for reappointment.

Auditors Report:

The comments made in Auditors Report read with notes on accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

Listing:

The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd., Mumbai. It may be noted that there are no payment outstanding to the said Exchange by way of listing fees etc.

Secretarial Compliance Report:

A Secretarial Compliance Report Pursuant to the proviso to sub section (1) of Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 as amended are annexed hereto forming part of the Directors Report.

Particulars of Employees:

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended are not applicable to your company since none of the employee employed on a remuneration of Rs. 2,00,000/- p.m. or Rs. 24,00,000/- p. a.

Energy Conservation, Technology Transfer and Foreign Exchange Earnings and Outgo:

The information as required under Section 217 (1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is furnished hereunder:

a) Conservation of Energy: The Company has always given high priority to energy conservation. Constant efforts have been made to reduce energy consumption on continuos basis. Employee awareness and effective monitoring of uses of energy are being pursued. The Company is also examining the use of alternative source of energy, It had already implemented Hot Water System at the hotel site and converting normal lighting to PL/CFL lighting to save fuel and electricity consumption to the considerable extent.

b) Technology Absorption: The company being in the hospitality industry, its activities do not as such involve any technology absorption or expenditure on research and development. Nonetheless, the Companys endeavors would be to achieve what is best possible in its business.

c) Foreign Exchange Earnings & Outgo: Rs. 2.02 Lacs being realization under credit cards (Previous year Rs. 5.10 Lacs). Outgo Rs. Nil (Previous year Rs. 0.29 Lacs).

Corporate Governance:

Provision of Clause 49 of Listing Agreement in respect of Corporate Governance is not applicable to your Company, Since the paid-up capital of the company is less than Rs. 3 Crore.

Acknowledgements:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, Central & State Government, Local Authorities and all other authorities during the year under review. Your Directors also like to thanks to its customers, contractors and suppliers for their continuous support and confidence in its management.

Your Directors would like to appreciate the efforts of the Companys employees for their continued support extended to the company.

For and on behalf of the board,m Mumbai, 5th August 2010 Vinaychand Kothari

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